Vanguard Tax-Managed Funds · 8-A12B · On 7/13/07

Filed On 7/13/07 11:37am ET   ·   SEC File 1-33591   ·   Accession Number 932471-7-946

Registration of a Class of Securities   ·   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B      Vanguard Europe Pacific Etf Form 8-A                   4      9K 

Document Table of Contents

8-A12B
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------

FORM 8-A/A
 AMENDMENT NO. 1
 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
 PURSUANT TO SECTION 12(B) OR (G) OF THE
 SECURITIES EXCHANGE ACT OF 1934

VANGUARD TAX-MANAGED FUNDS
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

STATE OF DELAWARE                             SEE BELOW                         
-----------------                             ---------                         
(STATE OF INCORPORATION OF ORGANIZATION)      (IRS EMPLOYER IDENTIFICATION NO.) 

C/O         VANGUARD SPECIALIZED FUNDS                                          
P.O. BOX 2600 19482                                     
VALLEY FORGE, PA (ZIP CODE)                             
--------------------------                                                      
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                                        

Securities to be registered pursuant to Section 12(b) of the Act:     

                                                        [Enlarge/Download Table]

                                                                                     
Title of each class to be registered:  Exchange                 I.R.S. Employer      
                                                                Identification Number

Vanguard Europe Pacific ETF Shares     American Stock Exchange  23-3005522           

    If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General       
Instruction A.(c), check the following box. [X]                                 

    If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General       
Instruction A.(d), check the following box. [ ]                                 

Securities Act registration statement file number to which this form  
relates: 33-53683                                                               

 Securities to be registered pursuant to Section 12(g) of the Act:  None

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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED                 

    Reference is made to the Registrant's Post-Effective Amendment Nos. 28 and
31 to the Registration Statement on Form N-1A (Securities Act file number       
33-53683 and Investment Company Act file number 811-07175, respectively         
(collectively, the "Registration Statement")), which is incorporated herein by  
reference.                                                                      

    The purpose of this amendment is to update the name of the exchange-traded
share class.                                                                    

ITEM 2. EXHIBITS                                                                

1.    Registrant's Agreement and Declaration of Trust, incorporated herein by   
reference to Exhibit (a) to the Registration Statement.             

2.    Registrant's Amended and Restated By-Laws, incorporated herein by         
reference to Exhibit (b) to the Registration Statement.             

3.    Form of Global Certificate for the Registrant's Securities is filed       
herewith.                                                           

 SIGNATURE

   Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.                      

              VANGUARD TAX-MANAGED FUNDS

DATE: July 13, 2007               By:  /S/ HEIDI STAM                           
            ------------------------

Heidi Stam  
Secretary   

8-A12B
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NUMBER                                                                          
[001]                                                                           
CAPITAL STOCK                                                                   

ETF Shares

 Vanguard Tax-Managed International Fund
 A SERIES of the
VANGUARD TAX-MANAGED FUNDS
(A Delaware Statutory Trust)

         THIS CERTIFIES that CEDE & CO. is the holder of the current outstanding
number of ETF Shares issued by the Vanguard Tax-Managed International Fund (the 
"Fund") shown from time to time on the records of the Vanguard Tax-Managed      
Funds, a Delaware statutory trust (the "Trust"), as represented by this         
certificate of the Trust, transferable only on the books and records of the     
Trust by the holder hereof in person or by duly authorized attorney-in-fact upon
surrender of this Certificate properly endorsed. This Certificate is not valid  
until countersigned by the transfer agent of the Trust.                         

  The registered holder of this Certificate is entitled to all the
rights, interest and privileges of a holder of ETF Shares as provided by the    
Declaration of Trust, the by-laws of the Trust, and the Vanguard Funds Multiple 
Class Plan as from time to time amended, which are incorporated by reference    
herein.                                                                         

         This Certificate is executed on behalf of the Trust and the obligations
hereof are not binding upon any of the Trustees, officers or shareholders of the
Trust individually, but are binding only upon the assets and property of the    
Fund.                                                                           

      IN WITNESS WHEREOF, the said Trust has caused this Certificate to be
signed by its duly authorized officer.                                          

Countersigned:                              Dated: July 13, 2007                

JPMORGAN CHASE BANK                     VANGUARD TAX-MANAGED FUNDS              
(the Transfer Agent)                    (the Trust)                             

By:                                      /S/ HEIDI STAM                         
-------------------------            ----------------------------         

Authorized Signature                 Secretary                            

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Unless this Certificate is presented by an authorized representative of The     
Depository Trust Company, a New York corporation ("DTC"), to the Trust or its   
transfer agent for registration of transfer, exchange or payment, and any       
certificate issued is registered in the name of Cede & Co., or in such other    
name as is requested by an authorized representative of DTC (and any payment is 
made to Cede & Co. or to such other entity as is requested by an authorized     
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR   
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner      
hereof, Cede & Co., has an interest herein.                                     

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 8-A12B Filing		Date		First		Last			Other Filings
Filed On / Filed As Of		7/13/07		2		3			485BPOS
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