Vanguard Tax Managed Small Cap Fund (VTMSX) CORRESP Correspondence with SEC

March 1, 2016
Asen Parachkevov, Esq.
U.S. Securities and Exchange Commission		via electronic filing
100 F Street, N.E.
Washington, DC 20549
Re:	Vanguard Tax-Managed Funds (the “Trust”)
	File No. 33-53683
	Post-Effective Amendment Number 57

Dear Mr. Parachkevov,

This letter responds to your comments provided on February 5, 2016, on the above referenced post-effective amendment. The comments apply to Vanguard Developed Markets Index Fund.

Comment 1:	Prospectus – Principal Investment Strategies
Comment:	In this section, there is a discussion of index sampling that includes the key
	characteristics of the securities used to approximate the Index. Please confirm if this is
	an exhaustive list of the key characteristics used and, if not, please provide a discussion
	of all the characteristics used to approximate the Index.
Response:	We confirm that the list is inclusive of all principal investment strategies used to sample
	the Index and therefore this disclosure is responsive to Item 4(a) of Form N1-A.
Comment 2:	Prospectus – Principal Risks
Comment:	Since the FTSE Developed All Cap ex US Transition Index includes mid- and small-cap
	stocks, their risks should be disclosed as a principal risk.
Response:	We will add the requested disclosure.

Asen Parachkevov, Esq.
March 1, 2016
Page 2

Comment 3:	Prospectus – Average Annual Total Returns Table
Comment:	In the next filing, please include the return information for the FTSE Developed All Cap
	ex US Transition Index. Also, pursuant to Item 4 of Form N-1A, please consider
	including information about the spliced index in the narrative explanation accompanying
	the bar chart and table for the fund.
Response:	In the upcoming 485(B) filing that will take place on April 7, 2016, for effectiveness on
	April 8, 2016, the Average Annual Total Return Table will include return information for
	the Transition Index and Spliced Index as of December 31, 2015. Additionally, we will
	include the description of the spliced index as responsive to Item 4, Instruction 2(b) in the
	subsequent post-effective amendment.
Comment 4:	Prospectus – More on the Fund
Comment:	The 80% policy states that “the Fund will invest at least 80% of its assets in the stocks
	that make up its target index.” Please confirm why the 80% policy does not state that the
	Fund will invest at least 80% of its assets in the types of stocks suggested by its name.
Response:	We have reviewed our disclosure and determined that we comply with Rule 35d-1 by
	disclosing a policy of investing at least 80% of an index fund’s assets in the securities
	that make up its target index. As discussed in the response to comment 5, even though
	the Fund seeks to employ an index sampling strategy, it still invests in the index
	constituents.
Comment 5:	Prospectus—More on the Fund
Comment:	In the “Market Exposure” section, it states that “The Fund invests all, substantially all, or
	a representative sample of its assets in the stocks included in the FTSE Developed All
	Cap ex US Transition Index.” Please confirm that this language is consistent with the
	Fund’s policy of investing at least 80% of its assets in the stocks that make up its target
	index.
Response:	We confirm this is consistent with the Fund’s policy and the Market Exposure section is
	intended to provide a description of how the Fund invests among its index constituents.
Comment 6:	Statement of Additional Information – Description of Compensation
Comment:	In the “Description of Compensation section, please disclose the benchmark that will be
	used to determine bonus payments.
Response:	We will incorporate this change and update the benchmark to reflect that the Fund is
	currently tracking the Transition Index.

Asen Parachkevov, Esq.
March 1, 2016
Page 3

Comment 7: Tandy Requirements

As required by the SEC, each Fund acknowledges that:

• The Fund is responsible for the adequacy and accuracy of the disclosure in the filing.
• Staff comments or changes in response to staff comments in the filings reviewed bythe staff do not foreclose the Commission from taking any action with respect to thefiling.
• The Fund may not assert staff comments as a defense in any proceeding initiated by theCommission or any person under the federal securities laws of the United States.

Please contact me at (610) 669-8439 with any questions or comments regarding the above response. Thank you.

Sincerely,

Christyn L. Rossman
Associate Counsel
The Vanguard Group, Inc.