Vanguard Small Capitalization Stock Fund Inc – ‘24F-2NT’ for 9/30/94 – EX-99.2

As of:  Wednesday, 11/16/94   ·   For:  9/30/94   ·   Accession #:  801124-94-75   ·   File #:  2-16150

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Annual Notice of Securities Sold by an Investment Company   —   Form 24F-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 24F-2NT     Annual Notice of Securities Sold by an Investment      2±     8K 
                          Company                                                
 2: EX-99.1     Miscellaneous Exhibit                                  1      6K 
 3: EX-99.2     Miscellaneous Exhibit                                  2±    12K 

EX-99.2   —   Miscellaneous Exhibit
Exhibit Table of Contents

"EXHIBIT B"                                                                     

November 14, 1994                                                               

Vanguard Small Capitalization Stock Fund, Inc.                                  
1300 Morris Drive, P.O. Box 876                                                 
Valley Forge, PA 19482                                                          

Gentlemen:                                                                      

As a member of the Pennsylvania bar acting as Counsel to Vanguard Small         
Capitalization Stock Fund, Inc. ("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 Investment Company Act of 1940 ("1940 Act"); (4)            
Registration Statement on Form N-A (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 common stock, par value         
$1.00 per share.                                                                

My examination disclosed the following information:                             

1.   The Fund was organized as a Maryland corporation under the name of         
Naess & Thomas Special Fund, Inc. on December 15, 1959.  On August 17,          
1989, the Fund's name was changed to "Vanguard Small Capitalization Stock       
Fund, Inc."  On January 31, 1994, the Fund was merged into, and became a        
separate series of, Vanguard Index Trust, one of the other Vanguard Funds.      

2.   The Fund is authorized to issue 40,000,000 shares of common stock of       
the par value of $1.00 per share.  On January 31, 1994, approximately           
32,845,515 shares of the Fund were issued and outstanding.                      

3.   At the beginning of the fiscal year, the Fund had no shares of its         
common stock registered under the 1933 Act other than pursuant to Rule          
24f-2, but which remained unsold.                                               

4.   During the period from October 31, 1993 through January 31, 1994, the      
Fund did not register any shares under the 1933 Act other than pursuant to      
Rule 24f-2.                                                                     

5.   During the period from October 31, 1993 through January 31, 1994, the      
Fund sold 6,659,532 shares of its common stock at an aggregate sales price      
of $108,657,544.  During this same fiscal period the Fund redeemed              
2,214,065 shares of its common stock at an aggregate redemption price of        
$35,594,523.                                                                    

You have instructed me to file, on behalf of the Fund, a Notice in              
accordance with the provisions of Rule 24f-2 of the 1940 Act, for the           
purpose of registering, under the 1933 Act, the shares sold by the Fund         
during the fiscal period in reliance upon Rule 24f-2.  I have prepared the      
final Rule 24f-2 Notice under which 6,659,531 shares of the Fund at an          
aggregate sales price of $108,657,544 will be registered under the 1933         
Act.                                                                            

Based on the foregoing, it is my opinion that:                                  

1.   On January 31, 1994, the Fund was a validly organized and subsisting       
corporation of the State of Maryland, legally authorized to issue up to         
40,000,000 shares of its common stock, with a $1.00 par value per share;        

2.   The proposed registration of the 6,659,531 shares of the Fund's common     
stock 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 consistant with the Articles of Incorporation, were legally     
issued, fully paid, and non-assessable; and                                     

3.   The holders of such 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                                                               

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘24F-2NT’ Filing		Date		Other Filings
Filed on:		11/16/94
		11/14/94
For Period End:		9/30/94
		1/31/94		NSAR-AT
		10/31/93
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