January 25, 1994
Securities & Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Vanguard Institutional Portfolios, Inc.
File No. 33-27055
Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Vanguard
Institutional Portfolios, Inc. (the "Fund") hereby files its Rule 24f-2 Notice
for the fiscal year ended November 30, 1993. A wire transfer in the amount of
$9,555.04, in payment of the registration fee, has been sent to the lockbox at
Mellon Bank in Pittsburgh for deposit to the Securities and Exchange
Commission's account number 910-8739.
1. At the beginning of the fiscal year, the Fund did not have any securities
registered under the Securities Act of 1933 other than pursuant to Rule 24f-2,
but which remained unsold:
2. During the fiscal year the Fund did not register any securities under the
Securities Act of 1933 other than pursuant to Rule 24f-2:
3. The number and the aggregate sales price of shares of each of the Fund's
Portfolios sold during the fiscal year was as follows (See footnote attached
as Exhibit A hereto):
Name of Securities Number of Shares Aggregate Sales Price
- ------------------ ---------------- ---------------------
Common Stock
($.001 Par Value) 197,069,889 $197,069,889
4. The number and aggregate sales price of shares of each Portfolio sold
during the fiscal year in reliance upon registration pursuant to Rule 24f-2 is
as follows (See footnote attached as Exhibit A hereto):
Name of Securities Number of Shares Aggregate Sales Price
- ------------------ ---------------- ---------------------
Common Stock
($.001 Par Value) 197,069,889 $197,069,889
Enclosed is an opinion of counsel (Exhibit B) indicating that the securities
sold in reliance upon Rule 24f-2 were legally issued, fully paid and non-
assessable.
Very truly yours,
BY: Raymond J. Klapinsky
Secretary
RJK:ras
EXHIBIT A
FOOTNOTE TO RULE 24F-2 NOTICE OF
VANGUARD INSTITUTIONAL PORTFOLIOS, INC.
The calculation of the registration fee pursuant to subsection (c) of Rule
24f-2 is set forth below. The Fund did not apply any redemptions or
repurchases which took place during the fiscal year to the registration of any
securities pursuant to Section 24(e) of the Investment Company Act.
<TABLE>
<CAPTION>
(a) (b) (c) (d)
Aggregate Sales Aggregate Price of Aggregate Sales Fee Payable
Price of Securities Securities Redeemed Price on which pursuant to
Sold in Reliance or Repurchased fee will be based Section 6(b)
upon Rule 24f-2 During Fiscal Year (a) minus (b) of 1933 Act
---------- ----------- --------- -------
<S> <C> <C> <C> <C>
Vanguard Institutional
Portfolios, Inc.
Common Stock
($.001 Par Value) $197,069,889 $169,360,452 $27,709,437 $9,555.04
</TABLE>
EXHIBIT B
January 25, 1994
Vanguard Institutional Portfolios, Inc.
1300 Morris Drive
Valley Forge, PA 19482
Gentlemen:
Vanguard Institutional Portfolios, Inc. (the "Fund") was organized as a
Maryland Corporation on December 15, 1988. I have acted as Counsel to the Fund
since its initial registration as an open-end management investment company
under the Investment Company Act of 1940 ("1940 Act"), as amended. It is in my
capacity as Counsel to the Fund that I am furnishing you this opinion.
I have examined the Fund's: (1) Articles of Incorporation; (2) by-laws
currently in effect; (3) minutes of the meetings of shareholders and
Directors; (4) Notification of Registration on Form N-8A under the 1940 Act;
(5) Registration on Form N-1A under the Securities Act of 1933 ("1933 Act")
and 1940 Act and all amendments thereto; and (6) 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 also disclosed the following information:
1. The Fund is authorized to issue 20,000,000,000 shares of its common stock
with a $.001 par value. On November 30, 1993, (the end of the Fund's fiscal
year), the Fund had issued and outstanding 305,552,060 shares.
2. On December 1, 1992 (the beginning of the Fund's last fiscal year), the
Fund had no shares registered under the 1933 Act other than pursuant to Rule
24f-2 of the 1940 Act, but which remained unsold on that date.
3. During the fiscal year ended November 30, 1993, the Fund did not register
any securities under the 1933 Act other than pursuant to Rule 24f-2.
4. During the fiscal year ended November 30, 1993, the Fund sold the following
shares in reliance upon registration pursuant to Rule 24f-2 of the 1940 Act:
Name of Securities Number of Shares Aggregate Sales Price
- ------------------ ---------------- ---------------------
Common Stock
($.001 Par Value) 197,069,889 $197,069,889
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 of the 1940 Act.
Based upon the foregoing information and my examination, it is my opinion
that:
1. The Fund is a valid and subsisting corporation of the State of Maryland
legally authorized to issue 20,000,000,000 shares of its common stock, with a
$.001 par value.
2. The proposed registration of $197,069,889 shares sold by the Fund during
its fiscal year ended November 30, 1993 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. During the fiscal year ended November 30, 1993, the holders of the Fund's
shares had all the rights provided with respect to such holdings by the
Articles of Incorporation and the 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
