Vanguard Tax-Managed Funds - Securities Registration (section 12(b)) (8-A12B)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-A

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 TAX-MANAGED FUNDS
P.O. BOX 2600
VALLEY FORGE, PA		19482
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)		(ZIP CODE)

 

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

 

Title of each class to be registered:	Exchange	I.R.S. Employer
		Identification Number
Vanguard Europe Pacific ETF	NYSE Arca, Inc.	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. o

 

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

 

 

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

 

Reference is made to the Registrant's Post-Effective Amendment Nos. 31 and 34, filed on July 29, 2008, 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.

 

ITEM 2. EXHIBITS

 

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

 

2. Registrant's 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.

 

 

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SIGNATURES

 

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: September 15, 2008		By: /s/ Arthur S. Gabinet
		Arthur S. Gabinet
		Assistant Secretary