SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT (NO. *) UNDER THE
SECURITIES ACT OF 1933
Pre-Effective Amendment No. 3
Post-Effective Amendment No. *
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No.
VANGUARD TAX-MANAGED FUND, INC.
(Exact Name of Registrant as Specified in Charter)
P.O. Box 2600, Valley Forge, PA 19482
(Address of Principal Executive Office)
Registrant's Telephone Number (610) 669-1000
Raymond J. Klapinsky, Esquire
P.O. Box 876
Valley Forge, PA 19482
Approximate Date of Proposed Public Offering: As soon as practicable after
this Registration Statement becomes effective.
Registrant elects to register an indefinite number of shares pursuant to
Regulation 24f-2 under the Investment Company Act of 1940.
Registrant hereby amends the Registration Statement under the Securities Act
of 1933 on such date or dates as may be necessary to delay its effective date
until Registrant shall file a further amendment that specifically states that
such Registration Statement shall become effective on such date as the
Commission, acting pursuant to Section 8(a), shall determine.
<PAGE>
VANGUARD TAX-MANAGED FUND, INC.
CROSS REFERENCE SHEET
FORM N-1A ITEM NUMBER LOCATION IN PROSPECTUS
Item 1. Cover Page -- Cover Page
Item 2. Synopsis -- Highlights
Item 3. Condensed Financial Information -- N/A
Item 4. General Description of Registrant -- Investment Objectives;
Investment Limitations; Investment Policies; General Information
Item 5. Management of the Fund -- Trustees and Officers; Management of the
Fund; The Vanguard Group
Item 6. Capital Stock and Other Securities -- Opening an Account and
Purchasing Shares; Selling Your Shares; The Share Price of Each Portfolio;
Dividends, Capital Gains and Taxes; General Information
Item 7. Purchase of Securities Being Offered -- Cover Page; Opening an
Account and Purchasing Shares
Item 8. Redemption or Repurchase -- Selling Your Shares
Item 9. Pending Legal Proceedings -- Not Applicable
FORM N-1A ITEM NUMBER LOCATION IN STATEMENT OF ADDITIONAL INFORMATION
Item 10. Cover Page -- Cover Page
Item 11. Table of Contents -- Cover Page
Item 12. General Information and History -- Investment Objectives and
Policies; General Information
Item 13. Investment Objective and Policies -- Investment Objectives and
Policies; Investment Limitations
Item 14. Management of the Fund -- Management of the Fund
Item 15. Control Persons and Principal Holders of Securities -- Management of
the Fund; General Information
Item 16. Investment Advisory and Other Services -- Management of the Fund
Item 17. Brokerage Allocation -- Not Applicable
Item 18. Capital Stock and Other Securities -- General Information; Financial
Statements
Item 19. Purchase, Redemption and Pricing of Securities Being Offered --
Purchase of Shares; Redemption of Shares
Item 20. Tax Status -- Appendix
Item 21. Underwriters -- Not Applicable
Item 22. Calculations of Yield Quotations of Money Market Fund -- Not
Applicable
Item 23. Financial Statements -- Financial Statements
<PAGE>
Parts A and B are Incorporated by Reference from Pre-Effective Amendment No. 2
filed July 18, 1994.
<PAGE>
PART C
VANGUARD TAX-MANAGED FUND, INC.
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements
Statement of Assets and Liabilities**
Report of Independent Accountants**
(b) Exhibits
Exhibit Number Description
---------- --------
1................... Articles of Incorporation*
2................... By-Laws of Registrant*
3................... Not Applicable
4................... Not Applicable
5................... Not Applicable
6................... Not Applicable
7................... Reference is made to the section entitled
"Management of the Fund" in the Registrant's
Statement of Additional Information
8................... Form of Custody Agreement
9................... Form of Vanguard Service Agreement*
10................... Opinion of Counsel*
11................... Consent of Independent Accountants**
12................... Financial Statements -- reference is made to (a)
above
13................... Stockholder Letter
14................... Not Applicable
15................... Not Applicable
16................... Not Applicable
- ---------
*Incorporated by reference from Registrant's Initial Registration Statement
filed May 17, 1994.
**Incorporated by reference from Pre-Effective Amendment No. 2 filed July 18,
1994.
<PAGE>
Item 25. Persons Controlled by or under Common Control with Registrant
Registrant is not controlled by or under common control with any person.
The officers of the Registrant, the 32 investment companies in The Vanguard
Group of Investment Companies and The Vanguard Group, Inc. are identical.
Reference is made to the caption "Management of the Fund" in the Prospectus
constituting Part A and in the Statement of Additional Information
constituting Part B of this Registration Statement.
Item 26. Number of Holders of Securities
As of July 1, 1994 each Portfolio of the Fund had the following number of
shareholders:
Growth and Income Portfolio......................................... 0
Capital Appreciation Portfolio...................................... 1
Balanced Portfolio.................................................. 0
Item 27. Indemnification
Reference is made to Article IX of Registrant's Articles of Incorporation.
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to trustees, directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a trustee, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
Item 28. Business and Other Connections of Investment Adviser
Reference is made to the caption "Investment Advisers" in the prospectus
constituting Part "A" of this Registration Statement and "Investment Advisory
Services" in Part "B" of this Registration Statement.
Item 29. Principal Underwriters
(a) None
(b) Not Applicable
Item 30. Location of Accounts and Records
The books, accounts and other documents required by Section 31(a) under
the Investment Company Act and the rules promulgated thereunder will be
maintained in the physical possession of Registrant; Registrant's Transfer
Agent, The Vanguard Group, Inc. c/o The Vanguard Financial Center, Valley
Forge, Pennsylvania 19482; and the Registrant's Custodian.
Item 31. Management Services
Other than the Amended and Restated Funds' Service Agreement with The
Vanguard Group, Inc. which is filed as Exhibit 9 and described in Part B
hereof under "Management of the Fund"; the Registrant is not a party of any
management-related service contract.
Item 32. Undertakings
Registrant undertakes to file a post-effective amendment, using financial
statements which need not be certified, within four to six months from the
effective date of this Registration Statement.
Registrant hereby undertakes to provide an Annual Report to Shareholders
or prospective investors, free of charge, upon request.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Pre-Effective
Amendment to Registrant's Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the Town of Valley Forge and
the Commonwealth of Pennsylvania, on the 21st day of July 1994.
VANGUARD TAX-MANAGED FUND, INC.
BY: (Raymond J. Klapinsky)
John C. Bogle*, Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated:
BY: (Raymond J. Klapinsky)
John C. Bogle*, Chairman of the Board, Director and
Chief Executive Officer
July 21, 1994
BY: (Raymond J. Klapinsky)
John J. Brennan*, President and Director
July 21, 1994
BY: (Raymond J. Klapinsky)
Robert C. Cawthorn*, Director
July 21, 1994
BY: (Raymond J. Klapinsky)
Barbara B. Hauptfuhrer*, Director
July 21, 1994
BY: (Raymond J. Klapinsky)
Burton G. Malkiel*, Director
July 21, 1994
BY: (Raymond J. Klapinsky)
Bruce K. MacLaury, Jr.*, Director
July 21, 1994
BY: (Raymond J. Klapinsky)
Alfred M. Rankin, Jr.*, Director
July 21, 1994
BY: (Raymond J. Klapinsky)
John C. Sawhill*, Director
July 21, 1994
BY: (Raymond J. Klapinsky)
James O. Welch, Jr.*, Director
July 21, 1994
BY: (Raymond J. Klapinsky)
J. Lawrence Wilson*, Director
July 21, 1994
BY: (Raymond J. Klapinsky)
Richard F. Hyland*, Treasurer and Principal Financial Officer and
Accounting Officer
July 21, 1994
*By Power of Attorney. See File Number 2-14336, January 23, 1990. Incorporated
by Reference.
VANGUARD TAX-MANAGED FUND, INC.
INDEX TO EXHIBITS
Custodian Agreement..................................................Ex-99.B8
Stockholder Letter...................................................Ex-99.B13
Exhibit 99.B8
DOMESTIC CORPORATE CUSTODY AGREEMENT
AGREEMENT dated as of between MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, a New York banking corporation (the "Bank"), and VANGUARD
(the "Client").
1. The Bank agrees to establish and maintain (a) one or more custody
accounts (singly a "Custody Account" and collectively the "Custody Accounts")
for any and all stocks, bonds and other securities (the "Securities") from
time to time received for the account of the Client by the Bank, The
Depository Trust Company ("DTC"), the Federal Reserve bank of New York ("FRB")
or MBS Clearing Corp. ("MBSCC") (the DTC, FRB and MBSCC being hereafter
individually referred to as a "Securities Depository" and collectively as
"Securities Depositories") and (b) one or more deposit accounts (Singly a
"Deposit Account" and collectively the "Deposit Accounts") for any and all
cash (the "Cash") received for the account of the Client by the Bank. The
Client hereby authorizes the Bank to hold Securities at a Securities
Depository.
2. (A) The records maintained by the Bank in connection with the Custody
Accounts and the Deposit Accounts will reflect all Securities and Cash
maintained in accordance with Section 1 hereof.
(B) The Bank will require each Securities Depository to identify the custody
account maintained by the Bank with such Securities Depository in which
Securities are held as a custody account of the Bank for its clients.
Securities held in the custody account maintained by the Bank with such
Securities Depository will be commingled with securities of other clients of
the Bank but not with securities owned by the Bank.
(C) The Bank will physically segregate any Securities which are physically
held by it.
3. Unless and until the Bank receives Authorized Instructions (as such term
is defined in Section 15 hereof) to the contrary, the Bank shall make payments
of Cash only in the following circumstances:
(a) in connection with the purchase of any Securities for the Client and
the delivery of such Securities to the Bank or to the account maintained by
the Bank with a Securities Depository for credit to a Custody Account of the
Client, each such payment to be made in amounts specified by Authorized
Instructions;
(b) for the payment of operating expenses on behalf of the Client;
(c) for any payments to be made in connection with the sale, conversion,
exchange or surrender of any Securities;
(d) for other purposes of the Client as described in Authorized
Instructions; and
(e) upon the termination of this Agreement as set forth in Section 16 of
this Agreement.
4. Unless and until the Bank receives Authorized Instructions to the
contrary, Securities will be transferred, exchanged or delivered by the Bank
in the following circumstances:
(a) upon the sale of Securities and receipt by the Bank of payment
therefor in accordance with Authorized Instructions; provided that when the
bank is instructed to deliver Securities against payment, delivery will
actually be made before receipt of payment in accordance with generally
accepted market practice. The Client agrees that it bears the risk that the
recipient of such Securities may fail to make payment, return such
Securities or hold such Securities or the proceeds of their sale in trust
for the Client or for the Bank as the Client's agent;
(b) in exchange for or upon conversion into other Securities or Cash
pursuant to a plan of merger, consolidation, reorganization,
recapitalization or readjustment;
(c) upon the conversion of Securities pursuant to their terms into other
Securities;
(d) upon the exercise of subscription, purchase or other similar rights
represented by Securities;
(e) for other purposes of the Client as described in Authorized
Instructions; and
(f) upon the termination of this Agreement as set forth in Section 16 of
this Agreement.
5. Until the Bank receives Authorized Instructions to the contrary, the Bank
will do the following:
(a) deposit all Cash received by the Bank in a Deposit Account;
(b) take such steps as may be reasonably necessary to secure or otherwise
prevent the loss of rights relating to any Securities;
(c) promptly notify the Client upon receiving notices or reports of
corporate actions affecting any Securities;
<PAGE>
(d) present for payment maturing obligations and those called for
redemption to the extent that the Bank receives notice of such opportunities
for payment and hold monies received upon presentation of such maturing
obligations for credit to a Deposit Account;
(e) execute in the name of the Client such ownership and other
certificates as may be required to obtain payment in respect of any
Securities;
(f) accept and open all mail directed to the Client in care of the Bank
and act accordingly;
(g) (check (X) applicable provision) ( ) disclose or (x) not disclose the
Client's name, address and Securities position to the issuers of Securities
upon the request of such issuers;
(h) dispose of fractional interests received by the Bank as a result of
stock dividends by (check (X) applicable provision) ( ) buying the
additional fractional interest needed to obtain a full share or (x) selling
any fractional interest received;
(i) make periodic reports with respect to the Securities and Cash
including, but not limited to, notification of any transaction affecting the
Securities or Cash; and
(j) exchange all monies received in a foreign currency in connection with
any foreign Securities, including income and the proceeds of sales and
redemptions, into U.S. Dollars at the prevailing rate of exchange in New
York as determined by the Bank for credit to a Deposit Account immediately
upon receipt of notice of such monies having been received.
6. (A) The Bank will forward stockholders' reports in accordance with the
following instructions:
(x) send annual reports only;
( ) send annual and interim reports; or
( ) do not send any reports.
(B) The Bank is authorized to vote proxies issued in connection with the
Securities in accordance with the following instructions (it being understood
that the Client may change these instructions by notifying the Bank prior to
the date of a meeting of shareholders):
(x) forward all proxies and proxy materials to the Client except proxies
relating solely, on an uncontested basis, to the election of directors,
appointment of auditors and other ordinary business (in which case the
Bank is authorized to vote as recommended by management);
( ) forward all proxy materials to the Client and send the issuer of the
shares an abstention or quorum vote only; or
( ) do not vote on behalf of the Client, but forward all proxies and
proxy materials to it.
7. The Bank shall have responsibility as a bailee for hire under the law of
the State of New York with respect to any Securities or Cash held by it.
Without limiting the generality of the foregoing, the Bank will hold the
Client harmless from and indemnify it against any loss that occurs as a result
of the negligence or willful misconduct of the Bank. The Bank's responsibility
with respect to any Securities held by a Securities Depository is limited to
the failure on the part of the Bank to exercise reasonable care in the
selection or retention of such Securities Depository and the bank will hold
the Client harmless from and indemnify it against any loss that occurs as a
result of the Bank's failure to exercise such reasonable care.
8. The Bank will, at its sole discretion, accept orders from the Client for
the purchase or sale of Securities and either execute such orders itself or by
means of an agent, such as a broker or other financial organization of its
choice, subject to the fees and commissions in effect from time to time. The
Bank will not be responsible for any act or omission, or for the solvency, of
any broker or agent selected by the Bank to effect any transaction for the
account of the Client. When instructed to buy or sell Securities for which an
affiliate of the Bank acts as a dealer, the Bank will buy or sell such
Securities from or to such affiliate.
9. (A) The Client agrees that when the Bank is instructed to receive any
Securities against payment, it will have sufficient Cash in the Deposit
Accounts or will make sufficient funds available to the Bank for such purpose.
(B) Any dividends or interest automaticaly credited to the Deposit Accounts
which are not subsequently received by the Bank from the entity making such
payment will be reimbursed to the Bank and the Bank may debit the Deposit
Accounts for this purpose.
10. Securities may be registered in the name of the Bank's nominee or, as to
any Securities in the possession of a Securities Depository, in the name of
such Securities Depository's nominee. The Client agrees to hold such nominees
harmless from any liability as a holder of record of such Securities and will
have the same responsibility as if the Securities were registered in the name
of the Client.
<PAGE>
11. The Bank shall be responsible for the performance of only those duties
as are set forth herein or contained in Authorized Instructions given to the
Bank that are not contrary to the provisions of this Agreement. The Bank is
not under any duty to provide the Client with investment advice or to
supervise its investments.
12. Notwithstanding the provisions of Section 7 of this Agreement:
(a) all collections of funds or other property paid or distributed with
respect to any Securities shall be made at the risk of the Client;
(b) the Bank shall have no liability for any loss occasioned by delay in
the actual receipt of notice by the Bank of any payment, redemption,
proceeding or other transaction regarding, or of any rights exercisable by
the Client in connection with, any Securities with respect to which the Bank
has agreed to take action as provided in Section 5 of this Agreement; and
(c) the Bank shall not be liable for any action taken in good faith upon
Authorized Instructions or upon any certified copy of any vote of the Board
of Directors of the Client and may rely on any such documents that it in
good faith believes to be validly executed.
13. The Bank will allow independent public accountants of the client
reasonable access to the records of the Bank relating to the Securities and
Cash as required by those accountants in connection with their examination of
the books and records pertaining to the affairs of the Client. Upon request,
the Bank will provide the Client with a copy of the annual report prepared by
the independent public accountants of the Bank with respect to the Bank's
system of internal accounting control and with any reports the Bank receives
from a Securities Depository concerning the system of internal accounting
control of such Securities Depository.
14. The Client agrees to pay the Bank as compensation for its services a fee
computed at rates determined in writing by mutual agreement of the Client and
the Bank from time to time. It is agreed that the Bank shall be compensated
for those out-of-pocket expenses arising in connection with this Agreement
(including, without limitation, taxes, assessments, charges and attorney's
fees and expenses) which (like taxes or assessments) are not presently imposed
or are not incurred by the Bank as part of the usual and ordinary routine of
performing services of the kind performed hereunder as well as those out-of-
pocket expenses which are incidental to and are incurred by the Bank in the
course of performing the services agreed upon herein including, but not
limited to, such expenses as GNMA registration fees, insurance and postage
associated with shipping physical securities, provided that the Bank shall use
its best efforts to give advance notice to the Client of any such expenses for
which it seeks payment and provided further that the Bank shall in no event be
paid for any attorneys' fees or expenses incurred by it in connection with any
controversy between the Bank and the Client (other than legal action brought
against the Bank by a shareholder of the Client against the Bank in the right
of the Client) and provided further that the Client shall not reimburse the
Bank for any legal fees it may incur by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of its duties under this
Agreement. The Bank is authorized to charge the Deposit Accounts for such
items and the Client hereby pledges to the Bank as security for the payment of
its fee and the fulfillment of any other obligations or liability of any kind
which the Client may have to the Bank in connection with this Agreement, all
Securities and Cash (collectively the "Collateral") held by the Bank or a
Securities Depository and hereby grants to the Bank a lien, right of set-off
and security interest in the Collateral, but only to the extent of any
outstanding unpaid amounts payable hereunder at any time. The Client agrees
that it is the duty of the Client to review statements and advices sent to it
by mail or electronic media and that all such statements and advices will be
considered final sixty days from the date of dispatch if the Bank is not
notified in writing of any objection thereto.
15. The term "Authorized Instructions" means a communication given by an
Authorized Person and received by the bank by telephone, facsimile
transmission, telegram, teletype, cablegram or other teleprocess or electronic
instruction system which the Bank believes in good faith to have been given by
the Client or which are transmitted with proper testing or authentication
pursuant to terms and conditions specified in writing by the Bank. The Client
agrees to assume all risks which may result from any action taken by the Bank
in reliance in good faith or Authorized Instructions. The term "Authorized
Persons" means those officers and employees of the Cient who have been
designated by or pursuant to a vote of the Board of Directors of the Client, a
certified copy of which has been filed with the Bank, to act on behalf of the
Client in connection with this Agreement. Such persons shall continue to be
Authorized Persons until such time as there has been filed with the Bank a
properly certified copy of a vote of the Board of Directors revoking the
authority of such persons. The Client shall safeguard any testkeys,
identification codes or other security devices with which the Bank provides it.
<PAGE>
16. This Agreement may be terminated by the Bank or the Client on 60 days'
written notice to the other party, sent by registered mail. If notice of
termination is given by the Bank, Authorized Persons shall, within 60 days
following the giving of such notice, specify in writing the names of the
persons to whom all Securities and Cash shall be delivered or paid. In such
case, the Bank, subject to the satisfaction of amounts owed to it pursuant to
Section 14 hereof, will deliver such Securities and pay such Cash to the
persons so specified. If within 60 days following the giving of a notice of
termination by the Bank, the Bank does not receive from the Client the names
of the persons to whom the Bank shall deliver such Securities and pay such
Cash, the Bank, at its election, may deliver such Securities and pay such Cash
to a bank or trust company doing business in the State of New York to be held
and disposed of pursuant to the provisions of this Agreement or the Authorized
Instructions of any Authorized Persons or may continue to hold such Securities
and Cash until the names of such persons are delivered to the Bank. If notice
of termination is given by the Client, the Bank, subject to the satisfaction
of amounts owed to it pursuant to Section 14 hereof, will deliver such
Securities and pay such Cash to the persons specified in Authorized
Instructions.
17. Any notice or other communication to the Bank is to be sent to the Bank
at 23 Wall Street, New York, N.Y. 10015, Attention: Stella Milano, Assistant
Secretary. Any notice or other communication to the Client is to be mailed
postage prepaid and addressed to Karen West, Vice President/Controller.
18. This Agreement shall bind the successors and assigns of the Bank and the
Client and shall be governed by and construed in accordance with the law of
the State of New York.
Morgan Guaranty Trust Company of New York
By: ----------------------------------------
Vice President
Vanguard Fixed Income Securities Fund, Inc.
By: ----------------------------------------
Vice President/Controller
Ex-99.B13
July 20, 1994
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Vanguard Tax-Managed Fund, Inc. (the "Fund")
File No. 33-53683
Gentlemen:
I hereby acknowledge that my purchase of 10,000 shares ($100,000) of the
Capital Appreciation Portfolio of the Fund was made for investment purposes
without any present intention of redeeming or reselling.
Sincerely,
John C. Bogle*
Chairman and Chief Executive Officer
By: (Raymond J. Kaplinsky)
*By Power of Attorney. See File Number 2-14336, January 23, 1990. Incorporated
by Reference.
