SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
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(STATE OF INCORPORATION OF ORGANIZATION) (IRS EMPLOYER IDENTIFICATION NO.)
C/O VANGUARD TAX-MANAGED FUNDS
P.O. BOX 2600 19482
VALLEY FORGE, PA (ZIP CODE)
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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 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
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
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Heidi Stam
Secretary
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
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Authorized Signature Secretary
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.