February 15, 1995
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Vanguard International Equity Index Fund, Inc.
File No. 33-32548
Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Vanguard
International Equity Index Fund, Inc. (the "Fund") hereby files its
Rule24f-2 Notice for the fiscal year ended December 31, 1994. A wire
transfer in the amount of $118,492.23 in payment of the registration fee
due for the Fund's Rule 24f-2 filing has been sent to the lockbox at Mellon
Bank in Pittsburgh for deposit to the Securities and Exchange Commission's
accountnumber 910-8739.
1. At the beginning of the fiscal year, the Fund had the following
securities registered under the Securities Act of 1933 (the "1933 Act")
other than pursuant to Rule 24f-2, but which remained unsold:
Aggregate Offering
Price of Shares on
which Registration
Name of Securities Number of Shares Fee was Paid
Shares of Common Stock
($.001 Par Value)
Pacific Portfolio None None
European Portfolio None None
Emerging Markets Portfolio 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 Common Stock
($.001 Par Value)
Pacific Portfolio None None
European Portfolio None None
Emerging Markets Portfolio None None
3. The number and the aggregate sales price of shares of the Fund sold
during the fiscal year was as follows:
Name of Securities Number of Shares Aggregate Sales Price
Shares of Common Stock
($.001 Par Value)
Pacific Portfolio 25,164,854 $289,801,258
European Portfolio 20,475,641 249,493,020
Emerging Markets Portfolio 8,197,618 98,238,942
Totals 53,838,113 $637,533,220
4. The number and aggregate sales price of shares of the Fund sold during
the fiscal year in reliance upon registration pursuant to Rule 24f-2 is as
follows(See footnote attached as Exhibit A hereto):
Name of Securities Number of Shares Aggregate Sales Price
Shares of Common Stock
($.001 Par Value
Pacific Portfolio 25,164,854 $289,801,258
European Portfolio 20,475,641 249,493,020
Emerging Markets Portfolio 8,197,618 98,238,942
Totals 53,838,113 $637,533,220
Enclosed is an opinion of counsel (Exhibit B) indicating that the
securities sold in reliance upon Rule 24f-2 were legally issued, fully paid
and non-assessable.
Very truly yours,
VANGUARD INTERNATIONAL EQUITY INDEX FUND, INC.
BY: (Raymond J. Klapinsky)
Secretary
EXHIBIT "A"
FOOTNOTE TO RULE 24F-2 NOTICE OF
VANGUARD INTERNATIONAL EQUITY INDEX FUND, INC.
The calculation of the registration fee pursuant to subsction (c) of Rule
24f-2 is set forth below. The Fund did not apply any redemptions or
repurchases which took place during the fiscal year to the registration of
any securities pursuant to Section 24(e) of the Investment Company Act.
<TABLE>
<CAPTION>
(a) (b) (c) (d)
Aggregate Sales Aggregate Price of Aggregate Sales Fee Payable
Price of Securities Securities Redeemed Price on which pursuant to
Sold in Reliance or Repurchased fee will be based Section 6(b)
upon Rule 24f-2 During Fiscal Year (a minus b) of 1933 Act
<S> <C> <C> <C> <C>
Vanguard International
Equity Index Fund, Inc.
Shares of Common
Stock ($.001 Par
Value)
Pacific Portfolio $289,801,258 $145,524,990 -- --
European Portfolio 249,493,020 141,343,631 -- --
Emerging Markets Portfolio 98,238,942 7,039,540
Totals $637,533,220 $293,908,161 $343,625,059 $118,492.23
</TABLE>
EXHIBIT "B"
February 15, 1995
Vanguard International Equity Index Fund, Inc.
1300 Morris Drive, P.O. Box 876
Valley Forge, PA 19482
Gentlemen:
Vanguard International Equity Index Fund, Inc. (the "Fund") is a
corporation organized under Maryland law under Articles of Incorporation
dated November 22,1989. I have acted as legal counsel to the Fund since
its initial registration as an open-ended 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: (a) 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 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 common stock ("shares").
The Fund is legally authorized to issue 1,500,000,000 shares with a $.001
par value. Each share represents an equal proportionate interest in the
particular Portfolio of shares with each share of that Portfolio
outstanding. On December 31, 1994, (the end of the Fund's fiscal year),
the Fund had 61,662,838 shares of its Pacific Portfolio, 60,786,421
shares of its European Portfolio and 7,666,885 shares of its Emerging Markets
Portfolio which were issued and outstanding.
My examination also disclosed the following information:
1. On January 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.
2. During the fiscal year ended December 31, 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 December 31, 1994, the Fund sold
25,164,854 shares of its Pacific Portfolio (at an aggregate sales price of
$289,801,258) and 20,475,641 shares of its European Portfolio (at an
aggregate sales price of $249,493,020)and 8,197,618 shares of its Emerging
Markets Portfolio (at an aggregate sales price of $98,238,942). During the
same fiscal year, the Fund redeemed 12,797,076 shares of its Pacific
Portfolio (at an aggregate redemption price of $145,524,990), 11,706,810
shares of its European Portfolio (at an aggregate redemption price of
$141,343,631) and 601,042 shares of its Emerging Markets Portfolio (at an
aggregate redemption price of $7,039,540).
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 53,838,113 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 corporation of the
State of Maryland authorized to issue 1,500,000,000 shares, with a $.001
par value. The Board of Directors has the power to designate one or more
classes ("Portfolios") of shares of common stock and to classify and
reclassify any unissued shares with respect to such Portfolios.
2. The proposed registration of the combined total of 53,838,113 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
Directors to be consistent with the Articles of Incorporation , 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 holdings by the Articles of Incorporation, 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 the 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)
