February 15, 1995
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Vanguard Tax-Managed Fund, Inc.
File No. 33-53683
Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Vanguard
Tax-Managed Fund, Inc. (the "Fund") hereby files its Rule 24f-2 Notice for
the fiscal year ended December 31, 1994. A wire transfer in the amount of
$41,048.02 in payment of the registration fee due for the Fund's Rule 24f-2
filing has been sent to the lockbox at Mellon Bank in Pittsburgh for deposit
to the Securities and Exchange Commission's account number 910-8739.
1. At the beginning of the fiscal year,the Fund had the following securities
registered under the Securities Act of 1933 (the "1933 Act") other than
pursuant to Rule 24f-2, but which remained unsold:
Aggregate Offering
Price of Shares on
which Registration
Name of Securities Number of Shares Fee was Paid
Shares of Common Stock
($.001 Par Value)
Capital Appreciation
Portfolio None None
Growth & Income
Portfolio None None
Balanced 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:
Shares of Common Stock None None
($.001 Par Value)
3. The number and the aggregate sales price of shares of the Fund sold
during the fiscal year was as follows:
Name of Securities Number of Shares Aggregate Sales Price
Shares of Common Stock
($.001 Par Value)
Capital Appreciation
Portfolio 6,985,687 $69,849,941
Growth & Income
Portfolio 3,200,134 31,704,066
Balanced Portfolio 2,459,568 24,285,093
Total 12,645,389 $125,839,100
4. The number and aggregate sales price of shares of the Fund sold during
the fiscal year in reliance upon registration pursuant to Rule 24f-2 is as
follows (See footnote attached as Exhibit A hereto):
Name of Securities Number of Shares Aggregate Sales Price
Shares of Common Stock
($.001 Par Value)
Capital Appreciation
Portfolio 6,985,687 $69,849,941
Growth & Income
Portfolio 3,200,134 31,704,066
Balanced Portfolio 2,459,568 24,285,093
Total 12,645,389 $125,839,100
Enclosed is an opinion (Exhibit B) indicating that the securities sold in
reliance upon Rule 24f-2 were legally issued, fully paid and non-assessable.
Very truly yours,
VANGUARD TAX-MANAGED FUND, INC.
BY: (Raymond J. Klapinsky)
Secretary
RJK:fms
EXHIBIT "A"
FOOTNOTE TO RULE 24F-2 NOTICE OF
VANGUARD TAX-MANAGED FUND, INC.
The calculation of the registration fee pursuant to subsection (c) of Rule
24f-2 is set forth below. The Fund did not apply any redemptions or
repurchases which took place during the fiscal year to the registration of
any securities pursuant to Section 24(e) of the Investment Company Act.
<TABLE>
<CAPTION>
(a) (b) (c) (d)
Aggregate Sales Aggregate Price of Aggregate Sales Fee Payable
Price of Securities Securities Redeemed Price on which pursuant to
Sold in Reliance or Repurchased fee will be based Section 6(b)
upon Rule 24f-2 During Fiscal Year (a minus b) of 1933 Act
<S> <C> <C> <C> <C>
Vanguard Tax-Managed
Fund, Inc.
Shares of Common Stock
($.001 Par Value)
Capital Appreciation
Portfolio $ 69,849,941 $ 83,225 -- --
Growth & Income
Portfolio 31,704,066 19,426 -- --
Balanced Portfolio 24,285,093 6,698,010 -- --
Total $125,839,100 $6,800,661 $119,038,439 41,048.02
</TABLE>
EXHIBIT "B"
February 15, 1995
Vanguard Tax-Managed 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 Tax-Managed
Fund, Inc. (the "Fund"), I have examined the Fund's: (1) Articles of
Incorporation and amendments thereto; (2) minutes of the meetings of
shareholders and Board of Directors; (3) Notification of Registration on Form
N-8A under the Investment Company Act of 1940 ("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 common stock par value $.001 per share.
My examination disclosed the following information:
1. The Fund is legally authorized to issue 750,000,000 shares with a $.001
par value. On December 31, 1994, (the end of the Fund's fiscal year), the
Fund had 7,002,194 shares of common stock of the Capital Appreciation
Portfolio, 3,214,853 shares of the Growth & Income Portfolio, 1,786,3l70
shares of the Balanced Portfolio issued and outstanding. The Board of
Directors has the power to designate one or more Portfolios of shares of
common stock and to classify or reclassify any unissued shares with respect
to such Portfolios.
2. On July 22, 1994 (the date of the Fund's initial offering), 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.
3. During the fiscal year ended December 31, 1994, the Fund sold a combined
total of 12,645,389 shares from three Portfolios at an aggregate sales price
of $125,839,100 in reliance upon registration pursuant to Rule 24f-2 of the
1940 Act. During the same fiscal year, the Fund redeemed a combined total of
$697,593 shares from such Portfolio at an aggregate redemption price of
$6,800,661.
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 12,645,389 shares whih were sold by the Fund during the fisal year
in reliance upon Rule 24f-2 of the 1940 Act.
Based on 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 750,000,000 shares, with a $.001 par value.
The Board of Directors has the power to designate one or more Portfolios of
common stock and to classify and reclassify any unissued shares with
respect to such Portfolios.
2. The proposed registration of 12,645,389 shares of the Fund's three
Portfolios in existence on December 31, 1994 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 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 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)
