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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.
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1. Name and address of issuer:
VANGUARD INSTITUTIONAL PORTFOLIOS, INC.
2. Name of each series or class of funds for which this notice is filed:
N/A
3. Investment Company Act File Number: 811-5768
Securities Act File Number: 33-27055
4. Last day of fiscal year for which this notice is filed: Fiscal period from Dec. 1, 1994 through Oct. 27, 1995
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:
468,914,248 Shares
$468,914,243 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:
468,914,248 Shares
$468,914,243 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):
N/A
12. Calculation of registration fee:
(i) Aggregate sales price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): $468,914,243
(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): -$411,507,994
(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): $57,406,249
(vi) Multiplier prescried by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see
Instruction C.6): x 1/29 of 1%
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $19,795.26
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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:
December 8, 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, Senior Vice
President
Date December 12, 1995
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EXHIBIT B
December 12, 1995
Vanguard Institutional Portfolios, Inc.
P.O. Box 2600
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.
As a member of the Pennsylvania Bar acting as Counsel to Vanguard Institutional
Portfolios, 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.
The assets of the Fund were merged into a separate series of Vanguard Money
Market Reserves, Inc. effective with the close of business on October 27, 1995.
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 October 27, 1995 (the effective date
of the merger), the Fund had issued an outstanding 734,334,399 shares.
2. On December 1, 1994 (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 period ended October 27, 1995, 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 period ended October 27, 1995, the Fund sold the
following shares in reliance upon registration pursuant to Rule 24f-2
of the 1940 Act:
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Name of Securities Number of Shares Aggregate Sales Price
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Common Stock 468,914,248 $468,914,243
($.001 Par Value)
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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 period
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 468,914,248 shares sold by the Fund
during its fiscal period ended October 27, 1995 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 period ended October 27, 1995, 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,
/s/ RAYMOND J. KLAPINSKY
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BY: Raymond J. Klapinsky
Counsel
