February 24, 1994
Securities & Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Vanguard
Institutional Index Fund
File No. 33-34494
Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Vanguard
Institutional Index Fund (the "Fund"), hereby files its Rule 24f-2 Notice
for the fiscal year ended December 31, 1993. A wire transfer in the amount
of $476,323.06 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 had the following
securities registered under the Securities Act of 1933 (the "1933 Act")
other than pursuant to Rule 24f-2, but which remained unsold:
Aggregate Offering
Price of Shares on
which Registration
Name of Securities Number of Shares Fee was Paid
Shares of Beneficial
Interest (No Par Value) None None
2. During the fiscal year the Fund registered the following securities
under the 1933 Act other than pursuant to Rule 24f-2:
Aggregate Offering
Price of Shares on
which Registration
Name of Securities Number of Shares Fee was Paid
Shares of Beneficial
Interest (No Par Value) None None
3. The number and the aggregate sales price of the Fund sold during the
fiscal year was as follows:
Name of Securities Number of Shares Aggregate Sales Price
Shares of Beneficial
Interest (No Par Value) 37,605,869 $1,632,195,980
4. The number and aggregate sales price of shares of the Fund sold during
the fiscal year in reliance pursuant to Rule 24f-2 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) 37,605,869 $1,632,195,980
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 INSTITUTIONAL INDEX FUND
BY: (Raymond J. Klapinsky)
Secretary
RJK:fms
EXHIBIT "A"
FOOTNOTE TO RULE 24F2 NOTICE OF
VANGUARD INSTITUTIONAL INDEX FUND
The calculation of the registration fee pursuant to subsction (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
Index Fund
Shares of Beneficial
Interest (No Par
Value) $1,632,195,980 $250,868,778 $1,381,327,202 $476,323.06
</TABLE>
EXHIBIT "B"
February 24, 1994
Vanguard Institutional Index Fund
1300 Morris Drive, P.O. Box 876
Valley Forge, PA 19482
Gentlemen:
Vanguard Institutional Index Fund (the "Fund") is a business trust
established under Pennsylvania Law under a Declaration of Trust dated April
20, 1990. 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 in-house 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 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 un unlimited number of classes
("Portfolios") of shares. On December 31, 1993, (the end of the Fund's
fiscal year), the Fund had 70,200,872 shares of one Portfolio issued and
outstanding.
My examination also disclosed the following information:
1. On January 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 December 31, 1993, the Fund did not
register any shares under the 1933 Act other than pursuant to Rule 24f-2.
3. During the fiscal year ended December 31, 1993, the Fund sold
37,605,869 shares at an aggregate sales price of $1,632,195,980 in reliance
upon registration pursuant to Rule 24f-2 of the 1940 Act. During the same
fiscal year the Fund redeemed 5,776,082 shares at an aggregate redemption
price of $250,868,778.
You have instructed me to file, on behalf of the Fund, a Notice, pursuant
to the provisions of Rule 24f-2 of the 1940 Act, for the purpose of
registering under the 1933 Act, the 37,605,869 shares which were sold by
the Fund during the fiscal year in reliance upon Rule 24f-2 of the 1940
Act.
Based on the foregoing information and my examination, it is my opinion
that:
1. The Fund is a validly organized and subsisting business trust of the
Commonwealth of Pennsylvania authorized to issue an unlimited number of
shares, without par value, from an unlimited number of Portfolios of
shares;
2. The proposed registration of 37,605,869 shares of the Fund in reliance
upon Rule 24f-2 of the 1940 Act is proper;
3. Such shares, which were issued for a 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 all the rights provided with respect
to such holdings by the Declaration of Trust.
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)
RJK:fms
