SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A | |
REGISTRATION STATEMENT (NO. 33-53683) UNDER | |
THE SECURITIES ACT OF 1933 | [X] |
PRE-EFFECTIVE AMENDMENT NO. | [ ] |
POST-EFFECTIVE AMENDMENT NO.53 | [X] |
and |
REGISTRATION STATEMENT (NO. 811-07175) UNDER THE INVESTMENT COMPANY ACT | |
OF 1940 AMENDMENT NO.56 | [X] |
Vanguard Tax-Managed Funds | |
(Exact Name of Registrant as Specified in Declaration of Trust) | |
P.O. Box 2600, Valley Forge, PA 19482 | |
(Address of Principal Executive Office) |
Registrant’s Telephone Number (610) 669-1000 |
Heidi Stam, Esquire |
P.O. Box 876 |
Valley Forge, PA 19482 |
It is proposed that this filing will become effective upon filing pursuant to Rule 462(d) Explanatory Note:
This Post-Effective Amendment consists of the following: 1) Facing Sheet of the Registration Statement 2) Part C to the Registration Statement 3) Exhibit (a) to Item 28 of the Registration Statement
This Post-Effective Amendment is being filed solely to file the Amended and Restated Funds’ Declaration of Trust as Exhibit (a) to Item 28 to this Registration Statement on Form N-1A (the “Registration Statement”).
Part A and B of Post-Effective Amendment No. 52 to the Registration Statement filed on April 7, 2014, pursuant to Rule 485(b) under the Securities Act of 1933 (the “1933 Act”), as amended or supplemented to date pursuant to Rule 497 under the 1933 Act, are incorporated by reference herein.
PART C
VANGUARD TAX-MANAGED FUNDS
OTHER INFORMATION
Item 28. Exhibits
(a) | Articles of Incorporation, Amended and Restated Agreement and Declaration of Trust,is filed |
herewith. | |
(b) | By-Laws, filed on April 27, 2011, Post-Effective Amendment No. 34, is hereby incorporated by |
reference. | |
(c) | Instruments Defining Rights of Security Holders, reference is made to Articles III and V of the |
Registrant’s Amended and Restated Agreement and Declaration of Trust, refer to Exhibit (a) | |
above. | |
(d) | Investment Advisory Contract, The Vanguard Group, Inc., provides investment advisory |
services to the Funds at cost pursuant to the Fifth Amended and Restated Funds’ Service | |
Agreement, refer to Exhibit (h) below. | |
(e) | Underwriting Contracts, not applicable. |
(f) | Bonus or Profit Sharing Contracts, reference is made to the section entitled “Management of |
the Funds” in Part B of this Registration Statement. | |
(g) | Custodian Agreements, for Brown Brothers Harriman & Co., filed on April 26, 2010, Post- |
Effective Amendment No. 33, is hereby incorporated by reference; and for JPMorgan Chase | |
Bank, filed on October 16, 2013, Post-Effective Amendment No. 48, is hereby incorporated by | |
reference. | |
(h) | Other Material Contracts, Fifth Amended and Restated Funds’ Service Agreement, filed on |
April 26, 2012, Post-Effective Amendment No. 41; and Form of Authorized Participant | |
Agreement, filed on April 27, 2011, Post-Effective Amendment No. 34, is hereby incorporated | |
by reference. | |
(i) | Legal Opinion, not applicable. |
(j) | Other Opinions, Consent of Independent Registered Public Accounting Firm, filed with Post- |
Effective Amendment No. 52 dated April 7, 2014, is hereby incorporated by reference. | |
(k) | Omitted Financial Statements, not applicable. |
(l) | Initial Capital Agreements, not applicable. |
(m) | Rule 12b-1 Plan, not applicable. |
(n) | Rule 18f-3 Plan, filed with Post-Effective Amendment No. 52 dated April 7, 2014, is hereby |
incorporated by reference. | |
(o) | Reserved. |
(p) | Code of Ethics, for The Vanguard Group, Inc., filed on April 26, 2010, Post-Effective |
Amendment No. 52, is hereby incorporated by reference. |
Item 29. Persons Controlled by or under Common Control with Registrant
Registrant is not controlled by or under common control with any person.
Item 30. Indemnification
The Registrant’s organizational documents contain provisions indemnifying Trustees and officers against liability incurred in their official capacity. Article VII, Section 2 of the Amended and Restated Agreement and Declaration of Trust provides that the Registrant may indemnify and hold harmless each and every Trustee and officer from and against any and all claims, demands, costs, losses, expenses, and damages whatsoever arising out of or related to the performance of his or her duties as a Trustee or officer. Article VI of the By-Laws generally provides that the Registrant shall indemnify its trustees and officers from any liability arising out of their past or present service in that capacity. Among other things, this provision excludes any liability arising by reason of willful misfeasance, bad faith, gross negligence, or the reckless disregard of the duties involved in the conduct of the Trustee’s or officer’s office with the Registrant.
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Insofar as indemnification for liabilities arising under Securities Act of 1933 (the Securities Act) may be permitted for directors, officers, or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 31. Business and Other Connections of Investment Adviser
The Vanguard Group, Inc. (Vanguard), is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of Vanguard, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated herein by reference from Schedules B and D of Form ADV filed by Vanguard pursuant to the Advisers Act (SEC File No. 801-11953).
Item 32. Principal Underwriters
(a) | Vanguard Marketing Corporation, a wholly-owned subsidiary of The Vanguard Group, Inc., is the principal underwriter of each fund within the Vanguard group of investment companies, a family of more than 170 mutual funds. |
(b) | The principal business address of each named director and officer of Vanguard Marketing Corporation is 100 Vanguard Boulevard, Malvern, PA 19355. |
Name | Positions and Office with Underwriter | Positions and Office with Funds |
F. William McNabb III | Director | Chairman and Chief Executive Officer |
Michael S. Miller | Director and Managing Director | None |
Glenn W. Reed | Director | None |
Mortimer J. Buckley | Director and Senior Vice President | None |
Martha G. King | Director and Senior Vice President | None |
Chris D. McIsaac | Director and Senior Vice President | None |
Heidi Stam | Director and Senior Vice President | Secretary |
Paul A. Heller | Director and Senior Vice President | None |
Pauline C. Scalvino | Chief Compliance Officer | Chief Compliance Officer |
Jack Brod | Principal | None |
Kathryn Himsworth | Principal | None |
Brian Gallary | Principal | None |
John C. Heywood | Principal | None |
Timothy P. Holmes | Principal | None |
Sarah Houston | Principal | None |
Colin M. Kelton | Principal | None |
Mike Lucci | Principal | None |
Brian McCarthy | Principal | None |
Jane K. Myer | Principal | None |
Tammy Virnig | Principal | None |
Salvatore L. Pantalone | Financial and Operations Principal and Treasurer | None |
Joseph Colaizzo | Financial and Operations Principal | None |
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Name | Positions and Office with Underwriter | Positions and Office with Funds | |
Richard D. Carpenter | Principal | None | |
Jack T. Wagner | Principal | None | |
Michael L. Kimmel | Assistant Secretary | None | |
Caroline Cosby | Secretary | None | |
(c) | Not applicable. |
Item 33. Location of Accounts and Records
The books, accounts, and other documents required to be maintained by Section 31 (a) of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder will be maintained at the offices of the Registrant; the Registrant’s Transfer Agent, The Vanguard Group, Inc., 100 Vanguard Boulevard, Malvern, PA 19355; the Registrant’s Custodians, Brown Brothers Harriman & Co., 40 Water Street, Boston, MA 02109-3661, and JPMorgan Chase Bank, 270 Park Avenue, New York, NY 10017-2070; and the Registrant’s investment advisor at the location identified in the Statement of Additional Information.
Item 34. Management Services
Other than as set forth in the section entitled “Management of the Funds” in Part B of this Registration Statement, the Registrant is not a party to any management-related service contract.
Item 35. Undertakings
Not applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant hereby certifies that it meets all requirements for effectiveness of the Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Valley Forge and the Commonwealth of Pennsylvania, on the 10th day of April 2014.
VANGUARD TAX-MANAGED FUNDS
BY:/s/ F. William McNabb III*____________
F. William McNabb III
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated:
Signature | Title | Date |
/S/ F. WILLIAMMCNABBIII* | Chairman and Chief Executive | April 10, 2014 |
Officer | ||
F. William McNabb III | ||
/S/ EMERSONU. FULLWOOD* | Trustee | April 10, 2014 |
Emerson U. Fullwood | ||
/S/ RAJIVL. GUPTA* | Trustee | April 10, 2014 |
RAJIVL. GUPTA | ||
/S/ AMYGUTMANN* | Trustee | April 10, 2014 |
Amy Gutmann | ||
/S/ JOANNHEFFERNANHEISEN* | Trustee | April 10, 2014 |
JoAnn Heffernan Heisen | ||
/S/ F. JOSEPHLOUGHREY* | Trustee | April 10, 2014 |
F. Joseph Loughrey | ||
/S/ MARKLOUGHRIDGE* | Trustee | April 10, 2014 |
Mark Loughridge | ||
/S/ SCOTTC. MALPASS* | Trustee | April 10, 2014 |
Scott C. Malpass | ||
/S/ ANDRÉF. PEROLD* | Trustee | April 10, 2014 |
André F. Perold | ||
/S/ ALFREDM. RANKIN, JR.* | Trustee | April 10, 2014 |
Alfred M. Rankin, Jr. | ||
/S/ PETERF. VOLANAKIS* | Trustee | April 10, 2014 |
Peter F. Volanakis | ||
/S/ THOMASJ. HIGGINS* | Chief Financial Officer | April 10, 2014 |
Thomas J. Higgins |
*By:/s/ Heidi Stam
Heidi Stam, pursuant to a Power of Attorney filed on March 27, 2012, see File Number 2-11444. Incorporated by Reference.
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INDEX TO EXHIBITS
Articles of Incorporation, Amended and Restated Agreement and Declaration of Trust. . .Ex-99. A
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