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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2 NT
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1. Name and Address of Issuer:
VANGUARD INTERNATIONAL EQUITY INDEX FUND, INC.
Vanguard Financial Center
P. O. Box 2600
Valley Forge, Pennsylvania 19482-2600
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2. Name of each series or class of funds for which this notice is filed:
VANGUARD INTERNATIONAL EQUITY INDEX FUND, INC.
Pacific Portfolio
European Portfolio
Emerging Markets Portfolio
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3. Investment Company Act of 1940 File No.: 811-5972
Securities Act of 1933 File No.: 33-32548
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4. Last day of fiscal year for which this notice is filed:
12/31/96
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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.
N/A [ ]
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if applicable (see
Instruction A.6):
N/A
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7. Number and amount of securities of the same class of 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
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8. Number and amount of securities registered during the fiscal year other than pursuant to
rule 24f-2:
None
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9. Number and aggregate sale price of securities sold during the fiscal year:
Shares Aggregate Sales Price
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Pacific Portfolio 41,723,146 $ 481,869,380.
European Portfolio 35,978,420 546,757,254.
Emerging Markets 33,999,469 414,212,003.
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Total 111,701,036 $1,442,838,637.
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10. Number and aggregate sale price of securities sold during the fiscal year in reliance upon
registration pursuant to rule 24f-2:
111,701,036 Shares
$1,442,838,637. Aggregate Sales Price
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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):
None
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year in $ 1,442,838,637.
reliance on rule 24f-2 (from Item 10): ----------------------
(ii) Aggregate price of shares issued in connection with dividend + N/A
reinvestment plans (from Item 11, if applicable): ----------------------
(iii) Aggregate price of shares redeemed or repurchased during the - 470,490,142.
fiscal year (if applicable): ----------------------
(iv) Aggregate price of shares redeemed or repurchased and previously + N/A
applied as a reduction to filing fees pursuant to rule 24e-2 (if ----------------------
applicable):
(v) Net aggregate price of securities sold and issued during the fiscal 972,348,495.
year in reliance on rule 24f-2 (line (i), plus line (ii), less line ----------------------
(iii), plus line (iv) (if applicable):
(VI) Multiplier prescribed by Section 6(b) of the Securities Act of 1933 x 1/33 of 1%
or other applicable law or regulation (see Instruction C.6): ----------------------
(vii) Fee due [line (i) or line (v) multiplied by line (vi)] $ 294,651.06
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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.
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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). [ ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox depository:
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SIGNATURES
This report has been signed below by the following persons on behalf of the issuer and in the capacities
and on the dates indicated.
By (Signature and Title): * /s/ RAYMOND J. KLAPINSKY
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Raymond J. Klapinsky, Senior Vice President and Secretary
Date: February 25, 1997
* Please print the name and title of the signing officer below the signature.
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February 25, 1997 EXHIBIT "B"
VANGUARD INTERNATIONAL EQUITY INDEX FUND, INC.
P. O. Box 2600
Valley Forge, PA 19482-2600
Gentlemen:
I am acting as counsel to VANGUARD INTERNATIONAL EQUITY INDEX FUND, INC.
(the "Fund"), in connection with its 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) 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 Fund is authorized to issue 1,500,000,000 shares of its common stock with
a par value of $.001 per share from one or more classes ("Portfolios") of
shares. Currently, the Fund is offering shares of three Portfolios. On
December 31, 1996, the Fund had issued and outstanding 93,037,349 shares of
its Pacific Portfolio, 96,229,605 shares of its European Portfolio, and
51,883,201 shares of its Emerging Markets Portfolio.
My examination also disclosed the following information:
1. On January 1, 1996 (the beginning of the Fund's fiscal year), the Fund
did not have any securities registered under the 1933 Act other than pursuant
to Rule 24f-2 of the 1940 Act.
2. During the fiscal year ended December 31, 1996, the Fund did not register
any securities under the 1933 Act other than pursuant to Rule 24f-2.
3. During the fiscal year ended December 31, 1996, the Fund sold a combined
total of 111,701,036 shares of its three Portfolios having an aggregate sales
price of $1,442,838,637 in reliance upon registration pursuant to Rule 24f-2
of the 1940 Act.
4. During the fiscal year ended December 31, 1996, the Fund redeemed a
combined total of 37,149,746 shares of its three Portfolios, having a total
aggregate redemption price of $470,490,142.
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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
year.
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,
authorized to issue 1,500,000,000 shares of its common stock, with a $.001 par
value per share from one or more series ("Portfolios") of shares;
2. The proposed registration of the combined total of 111,701,035 shares of
common stock sold by the Fund from its three Portfolios during the fiscal year
ended December 31, 1996, 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, were
lawfully issued, fully paid, and non-assessable;
3. The holders of such shares have 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 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 has been rendered by me.
Very truly yours,
Raymond J. Klapinsky
Counsel
RJK/kjg/cjk
