Report of Independent Registered Public Accounting
Firm

To the Board of Trustees of Vanguard Tax-Managed Funds
and Shareholders of
Vanguard Tax-Managed Capital Appreciation Fund
Vanguard Tax-Managed Balanced Fund
Vanguard Tax-Managed Small-Cap Fund and
Vanguard Developed Markets Index Fund

In planning and performing our audits of the financial
statements of Vanguard Tax-Managed Capital Appreciation
Fund, Vanguard Tax-Managed Balanced Fund, Vanguard
Tax-Managed Small-Cap Fund and Vanguard Developed
Markets Index Fund (constituting Vanguard Tax-Managed
Funds, hereafter collectively referred to as the "Funds") as of
and for the year ended December 31, 2021, in accordance
with the standards of the Public Company Accounting
Oversight Board (United States) (PCAOB), we considered
the Funds' internal control over financial reporting, including
controls over safeguarding securities, as a basis for
designing our auditing procedures for the purpose of
expressing our opinion on the financial statements and to
comply with the requirements of Form N-CEN, but not for the
purpose of expressing an opinion on the effectiveness of the
Funds' internal control over financial reporting.  Accordingly,
we do not express an opinion on the effectiveness of the
Funds' internal control over financial reporting.

The management of the Funds is responsible for
establishing and maintaining effective internal control over
financial reporting.  In fulfilling
this responsibility, estimates and judgments by management
are required to assess the expected benefits and related
costs of controls.  A company's internal control over financial
reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles.
A company's internal control over financial reporting includes
those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the
assets of the company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit
preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts
and expenditures of the company are being made only in
accordance with authorizations of management and
directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of a company's
assets that could have a material effect on the financial
statements.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may
deteriorate.

A deficiency in internal control over financial reporting exists
when the design or operation of a control does not allow
management or employees, in the normal course of
performing their assigned functions, to prevent or detect
misstatements on a timely basis.  A material weakness is a
deficiency, or a combination of deficiencies, in internal
control over
financial reporting, such that there is a reasonable possibility
that a
material misstatement of the company's annual or interim
financial statements will not be prevented or detected on a
timely basis.

Our consideration of the Funds' internal control over financial
reporting was for the limited purpose described in the first
paragraph and would not necessarily disclose all
deficiencies in internal control over financial reporting that
might be material weaknesses under standards established
by the PCAOB.  However, we noted no deficiencies in the
Funds' internal control over financial reporting and its
operation, including controls over safeguarding securities,
that we consider to be a material weakness as defined
above as of December 31, 2021.

This report is intended solely for the information and use of
the Board of Trustees of Vanguard Tax-Managed Funds and
the Securities and Exchange Commission and is not
intended to be and should not be used by anyone other than
these specified parties.


/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 17, 2022