VANGUARD TAX MANAGED FUND INC
N-8A, 1994-05-18
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
 
                                  FORM N-8A
 
                      NOTIFICATION OF REGISTRATION FILED
                       PURSUANT TO SECTION 8(a) OF THE
                        INVESTMENT COMPANY ACT OF 1940
 
  The undersigned investment company hereby notifies the Securities and
Exchange Commission that it registers under and pursuant to the provisions of
Section 8(a) of the Investment Company Act of 1940 and in connection with such
notification of registration submits the following information:
 
Name: VANGUARD TAX-MANAGED FUND, INC.
 
Address of Principal Business Officer (Number and Street, City, State, Zip
Code):
 
            P.O. Box 2600
            Valley Forge, Pennsylvania 19482
 
Telephone Number (including area code): (610) 669-1000
 
Name and address of agent for service of process:
 
            Raymond J. Klapinsky
            P.O. Box 876
            Valley Forge, Pennsylvania 19482
 
Check appropriate box:
 
Registrant is filing a Registration Statement pursuant to Section 8(b) of the
Investment Company Act of 1940 concurrently with the filing of Form N-8A:
 
Yes    (X)      No    (  )
 
                                  SIGNATURES
 
  Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has caused this notification of registration to be duly signed on
its behalf on the 17th day of May 1994.
 
VANGUARD TAX-MANAGED FUND, INC.
 
BY: Raymond J. Klapinsky
    Secretary
 




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