November 16, 1994
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Vanguard Variable Insurance Fund
File No. 33-32216
Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Vanguard
Variable Insurance Fund (the "Fund") hereby files its Rule 24f-2 Notice for
the fiscal year ended September 30, 1994. A wire transfer in the amount of
$71,273.03 in payment of the registration fee due for the Fund's Rule 24f-2
filing 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.
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 the Fund sold
during the fiscal year was as follows (See footnote attached as Exhibit A
hereto):
Name of Securities Number of Shares Aggregate Sales Price
Shares of Beneficial
Interest (No Par Value)
Money Market Portfolio 347,067,923 $347,067,923
High Grade Bond Portfolio 3,977,937 41,578,382
Balanced Portfolio 8,513,331 97,669,179
International Portfolio 6,328,329 64,244,701
Growth Portfolio 6,332,870 66,763,471
Equity Income Portfolio 5,950,329 60,482,635
Total 378,170,719 $677,806,291
4. The number and aggregate sales price of shares of the Fund sold during
the fiscal year in reliance upon registration pursuant to Rule 24f-2 is as
follows:
Name of Securities Number of Shares Aggregate Sales Price
Shares of Beneficial
Interest (No Par Value)
Money Market Portfolio 347,067,923 $347,067,923
High Grade Bond Portfolio 3,977,937 41,578,382
Balanced Portfolio 8,513,331 97,669,179
International Portfolio 6,328,329 64,244,701
Growth Portfolio 6,332,870 66,763,471
Equity Income Portfolio 5,950,329 60,842,635
Total 378,170,719 $677,806,291
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,
VANGUARD VARIABLE INSURANCE FUND
BY: Raymond J. Klapinsky
Secretary
"EXHIBIT A"
FOOTNOTE TO RULE 24f-2 NOTICE OF
VANGUARD VARIABLE INSURANCE FUND
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 Variable
Insurance Fund
Shares of Beneficial
Interest (No Par Value)
Money Market Portfolio $347,067,923 $292,745,692 - - - -
High Grade Bond Portfolio 41,578,382 43,481,320 - - - -
Balanced Portfolio 97,669,179 64,497,474 - - - -
International Portfolio 64,244,701 2,770,984 - - - -
Growth Portfolio 66,763,471 23,734,861 - - - -
Equity Income Portfolio 60,842,635 41,274,780 - - - -
Totals $677,806,291 $471,115,939 $206,690,352 $71,273.03
</TABLE>
"EXHIBIT B"
November 16, 1994
Vanguard Variable Insurance Fund
100 Vanguard Boulevard
Malvern, PA 19355
Gentlemen:
Vanguard Variable Insurance Fund (the "Fund") is a business trust
established under Pennsylvania law under a Declaration of Trust dated
November 29, 1989. I have acted as legal 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) Declaration of Trust and amendments
thereto; (2) minutes of the meetings of shareholders and Trustees; (3)
Notification of Registration on Form N-8A under the 1940 Act; (4)
Registration Statement 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 of beneficial interest
("shares").
Under Article V Section 5.1 of the Declaration of Trust, as amended to
date, the Fund is legally authorized to issue an unlimited number of
shares, without par value, from an unlimited number of separate series
("Portfolios") of shares. On September 30, 1994 (the end of the Fund's
fiscal year), the Fund had 170,564,193 shares of the Money Market
Portfolio, 8,179,933 shares of the High Grade Bond Portfolio, 20,271,571
shares of the Balanced Portfolio, 6,060,199 shares of the International
Portfolio, 7,596,224 shares of the Growth Portfolio, and 6,765,185 shares
of the Equity Income Portfolio, issued and outstanding.
My examination also disclosed the following information:
1. On October 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.
2. During the fiscal year ended September 30, 1994, the Fund did not
register any shares under the 1933 Act other than pursuant to Rule 24f-2.
3. During the fiscal year ended September 30, 1994, the Fund sold the
following shares in reliance upon registration pursuant to Rule 24f-2 of
the 1940 Act: 6,328,329 shares at an aggegate sales price of $64,244,701
from the International Portfolio; 8,513,331 shares at an aggregate sales
price of $97,669,179 from the Balanced Portfolio; 6,332,870 shares at an
aggregate sales price of $66,763,471 from the Growth Portfolio; 347,067,923
shares at an aggregate sales price of $347,067,923 from the Money Market
Portfolio; 3,977,937 shares at an aggregate sales price of $41,578,382 from
the High Grade Bond Portfolio; and 5,950,329 shares at an aggregate sales
price of $60,842,635 from the Equity Income Portfolio.
During the fiscal year ended September 30, 1994, the Fund redeemed the
following shares: 268,130 shares at an aggregate sales price of
$2,770,984 from the International Portfolio; 5,694,610 shares at an
aggregate sales price of $64,497,474 from the Balanced Portfolio; 2,252,525
shares at an aggregate sales price of $23,734,861 from the Growth
Portfolio;
295,356,520 shares at an aggregate sales price of $295,356,520
Money Market Portfolio; 4,192,406 shares at an aggregate sales price of
$43,481,320 from the High Grade Bond Portfolio; and 4,108,779 shares at an
aggregate sales price of $41,274,780 from the Equity Income Portfolio.
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 combined total of 378,170,719 shares 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 validly organized and subsisting Trust of the
Commonwealth of Pennsylvania authorized to issue an unlimited number of
shares, without par value, from an unlimited number of separate Portfolio
of shares;
2. The proposed registration of the combined total of 378,170,719 shares
of the Fund in reliance upon Rule 24f-2 of the 1940 Act is proper;
3. Such shares, which were issued for consideration deemed by the
Trustees to be consistent with the Declaration of Trust, are legally
authorized and issued, fully paid, and non-assessable; and
4. The holders of such shares have the rights provided with respect to
such Trust, as amended.
I hereby consent to the use of this opinion as an Exhibit to the Rule 24f-2
Notice to be 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.
Very truly yours,
Raymond J. Klapinsky
Counsel
