January 30, 1995
Securities & Exchange Commission
450 W. 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, 1994. A wire transfer in the
amount of $121,713.29, in payment of the registration fee, has been sent to
the lockbox at Mellon Bank in Pittsburgh for deposit to the Securities and
Exchange Commission's account number 910-8739.
1. At the beginning of the fiscal year, the Fund did not have any
securities registered under the Securities Act of 1933 other than pursuant
to Rule 24f-2, but which remained unsold:
2. During the fiscal year the Fund did not register any securities under
the Securities Act of 1933 other than pursuant to Rule 24f-2:
3. The number and the aggregate sales price of shares of each of the
Fund's Portfolios sold during the fiscal year was as follows (See footnote
attached as Exhibit A hereto):
Name of Securities Number of Shares Aggregate Sales Price
Common Stock
($.001 Par Value) 532,376,609 $ 532,376,609
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) 532,376,609 $ 532,376,609
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
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
Portfolio, Inc. $532,376,609 $179,410,533 $352,966,076 $121,713.29
Common Stock
($.001 Par Value)
</TABLE>
"EXHIBIT B"
January 30, 1995
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 $.001 par value. On November 30, 1994, (the end of the Fund's
fiscal year), the Fund had issued and outstanding 676,928,149 shares.
2. On December 1, 1993 (the beginning of the Fund's last fiscal year),
the Fund had no shares registered under the 1933 Act other than pursuant to
Rule 24f-2 of the 1940 Act, but which remained unsold on that date.
3. During the fiscal year ended November 30, 1994, the Fund did not
register any securities under the 1933 Act other than pursuant to Rule 24f-
2.
4. During the fiscal year ended November 30, 1994, the Fund sold the
following shares in reliance upon registration pursuant to Rule 24f-2 of
the 1940 Act:
Name of Securities Number of Shares Aggregate Sales Price
Common Stock
($.001 Par Value) 532,376,609 $532,376,609
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 532,376,609 shares sold by the Fund
during its fiscal year ended November 30, 1994 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, 1994, 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
