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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24f-2
Read Instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
VANGUARD ASSET ALLOCATION FUND
2. Name of each series or class of funds for which this notice is filed:
N/A
3. Investment Company Act File Number: 811-5628
Securities Act File Number: 33-23444
4. Last day of fiscal year for which this notice is filed: 9/30/95
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting
securities sold after the close of the fiscal year but before
termination of the issuer's 24f-2 declaration:
/ /
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
N/A
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant
to rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year.
None
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
None
9. Number and aggregate sales price of securities sold during the fiscal
year:
28,624,790 Shares
$429,952,778 Aggregate Sales Price
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10. Number and aggregate sales price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
28,624,790 Shares
$429,952,778 Aggregate Sales price
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable
(see Instruction B.7):
None
12. Calculation of registration fee:
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<S> <C> <C>
(i) Aggregate sales price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): $429,952,778
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): + N/A
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): - 237,731,340
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
rule 24f-2 (if applicable): + N/A
(v) Net aggregate price of securities sold and issued during
the fiscal year in reliance on rule 24f-2 [line (I), plus line
(ii), less line (iii), plus line (iv)] (if applicable): $ 192,221,438
(vi) Multiplier prescried by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see
Instruction C.6): x 1/50 of 1%
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $38,444.29
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INSTRUCTION: Issuers should complete lines (ii), (iii), (iv), and (v) only
if the form is being filed within 60 days after the close of
the issuer's fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
/ X/
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
November 17, 1995
SIGNATURES
This report has been signed below by the following persons on behalf
of the issuer and in the capacities and on the dated indicated:
By (Signature and Title) /s/ Raymond J. Klapinsky
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Raymond J. Klapinsky, Secretary
Date November 17, 1995
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EXHIBIT B
November 17, 1995
Vanguard Asset Allocation Fund, Inc.
P.O. Box 2600
Valley Forge, PA 19482
Gentlemen:
As a member of the Pennsylvania Bar acting as Counsel to Vanguard Asset
Allocation Fund, Inc. (the "Fund"), I have examined the Fund's: (1) Articles
of Incorporation, and amendments thereto; (2) minutes of the meetings of
shareholders and Directors; (3) Notification of Registration on Form N-8A under
the 1940 Act; (4) Registration on Form N-1A under the Securities Act of 1933
("1933 Act") and 1940 Act, and all amendments thereto; and (5) all other
relevant documents and records, as well as the procedures and requirements
relative to the issuance and sale of the Fund's shares.
My examination disclosed the following information:
1. The Fund is authorized to issue 1,000,000,000 shares of its common stock
with a par value of $.001 per share. On September 30, 1995,
approximately 93,574,170 shares of the Fund were issued and outstanding.
2. At the beginning of the fiscal year, the Fund had no shares of its common
stock registered under the 1933 Act other than pursuant to Rule 24f-2, but
which remains unsold.
3. During the fiscal year, the Fund did not register any securities under the
1933 Act other than pursuant to Rule 24f-2.
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4. During the fiscal year ended September 30, 1995, the Fund sold 28,624,790
shares of its common stock at an aggregate sales price of $429,952,778.
During this same fiscal period the Fund redeemed 16,349,087 shares of its
common stock at an aggregate redemption price of $237,731,340.
You have instructed me to file, on behalf of the Fund, a Notice pursuant to
Rule 24f-2 of the 1940 Act, for the purpose of registering, under the 1933 Act,
the shares set forth above which were sold by the Fund during the fiscal year
in reliance upon Rule 24f-2. I have prepared the Rule 24f-2 Notice under the
28,624,790 shares of the Fund at an aggregate sales price of $429,952,778 will
be registered under the Act.
Based upon the foregoing, it is my opinion that:
1. The Fund is a validly organized and subsisting corporation of the State of
Maryland, legally authorized to issue up to 1,000,000,000 shares of its
common stock, with a $.001 par value per share.
2. The proposed registration of the 28,624,790 shares of the Fund's common
stock pursuant to Rule 24f-2 of the 1940 Act is proper, and that such
shares, which were issued for a consideration deemed by the Board of
Directors to be consistent with the Fund's Articles of Incorporation, are
legally authorized and issued, fully paid, and non-assessable;
3. The holders of such shares have all the rights provided with respect to
such holdings by the Articles of Incorporation and laws of the State of
Maryland.
I hereby consent to the use of this opinion as an Exhibit to the Rule 24f-2
Notice filed on behalf of the Fund, covering the registration of such shares
under the 1933 Act, and to the applications and registration statements, and
amendments thereto, filed in accordance with the securities laws of the states
in which shares of the Fund are offered. I further consent to reference in the
Prospectus of the Fund to the fact that this opinion concerning the legality of
the issue has been rendered by me.
Very truly yours,
BY: (Raymond J. Klapinsky)
Counsel
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