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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 TAX-MANAGED 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 TAX-MANAGED FUND, INC.
Growth & Income Portfolio
Capital Appreciation Portfolio
Balanced Portfolio
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3. Investment Company Act File Number: 811-07175
Securities Act of 1933 File No.: 33-53683
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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:
23,052,764 Shares
$326,919,367. Aggregate Sales
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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:
23,052,764 Shares
$326,919,367. Aggregate Sales
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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):
N/A
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12. Calculation of registration fee:
<TABLE>
<S> <C> <C>
(i) Aggregate sale price of securities sold during the fiscal year in $ 326,919,367.
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 - 11,809,055.
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 315,110,312.
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)] $ 95,487.97
=================================
</TABLE>
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 andTitle): /s/ Raymond J. Klapinsky, Senior Vice President
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and Secretary
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Date: February 24, 1997
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February 24, 1997 EXHIBIT "B"
VANGUARD TAX-MANAGED FUND, INC.
P. O. Box 2600
Valley Forge, PA 19482-2600
Gentlemen:
I am acting as counsel to VANGUARD TAX-MANAGED 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 750,000,000 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 end of the Fund's fiscal year), the Fund had issued and outstanding a
total of 14,763,343 shares from its Growth & Income Portfolio, 4,884,555 shares
from its Balanced Portfolio, and 32,430,779 shares from its Capital
Appreciation 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 23,052,764 shares of its three Portfolios having an aggregate
sales price of $326,919,367. 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 862,348 shares of its three Portfolios, having a total
aggregate redemption price of $11,809,055.
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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 750,000,000 shares of its common stock, with a
$.001 par value per share from one or more Portfolios. The Board of Directors
has the power to classify and reclassify any unissued shares with respect to
such Portfolios.
2. The proposed registration of the combined total of 23,052,764 shares
of VANGUARD TAX-MANAGED FUND, INC. (the Fund's) 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
