UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2

1. Name and address of issuer:    
  VANGUARD TAX-MANAGED FUNDS    
  Vanguard Financial Center    
  PO Box 2600    
  Valley Forge, Pennsylvania 19482-2600    
 
2. The name of each series or class of securities for which this Form is filed. (If the Form is  
  being filed for all series and classes of securities of the issuer, check the box but do not list  
  series or classes):    
  [ X ]    
 
3. Investment Company Act File Number: 811-07175    
  Securities Act File Number: 33-53683    
 
4(a). Last day of fiscal year for which this Form is filed:    
 
  December 31, 2012    
 
4(b). [   ] Check box if this Form is being filed late (I.e., more than 90 calendar days
  after the end of the issuer's fiscal year). (See instruction A.2).  
  N/A  
  Note: If this Form is being filed late, interest must be paid on the registration fee due.  

 

4( C ).

[   ] Check box if this is the last time the issuer will be filing this Form.
  N/A  

 

5.

Calculation of registration fee:    
 
  (I) Aggregate sale price of securities sold during the    
    fiscal year pursuant to section 24(f):   $ 4,495,096,000
 
  (ii) Aggregate price of securities redeemed or    
    repurchased during the fiscal year: $ 1,116,668,000  
 
  (iii) Aggregate price of securities redeemed or    
    repurchased during any prior fiscal year ending no    
    earlier than October 11, 1995 that were not    
    previously used to reduce registration fees payable    
    to the Commission: $0.00  
  (iv) Total available redemption credits [add Items 5(ii) and 5(iii)]: $ 1,116,668,000
     

 

 

  (v) Net sales - if item 5(I) is greater than item 5(iv)    
  [subtract Item 5(iv) from Item 5(I)]:   $ 3,378,428,000
 
  (vi) Redemption credits available for use in future years $0.00  
  -- if Item 5(I) is less than Item 5(iv) [subtract item    
  5(iv) from Item 5(I)]:    
 
  (vii) Multiplier for determining registration fee (See x 0.0001364
  Instruction C.9):    
 
  (viii) Registration fee due [multiply Item 5(v) by Item = $460,817.58
  5(vii)] (enter "0" if no fee is due):    

 

6.

Prepaid Shares    
 
  If the response to item 5(I) was determined by deducting an amount of securities that were
  registered  under the Securities Act of 1933 pursuant to the rule 24e-2 as in effect before
  [effective date of rescission of rule 24e-2], then report the amount of securities (number of
  shares or other units) deducted here:________________ . If there is a number of shares
  or other units that were registered pursuant to rule 24e-2 remaining unsold at the end of the
fiscal year for which this form is filed that are available for use by the issuer in future
  fiscal years, then state that number here: ___________.
 
7. Interest due - if this Form is being filed more than 90 days after the end of  
  the issuer's fiscal year (see Instruction D): + $0.00
 
8. Total of the amount of the registration fee due plus any interest    
  due [line 5(viii) plus line 7]: = $460,817.58
 
9. Date the registration fee and any interest payment was sent to the
Commission's lockbox depository:
 
  Method of Delivery: [ X ] Wire Transfer    
    [       ] Mail or other means    

 

SIGNATURES

This report has been signed below by the following persons on behalf of the issuer and in the capacities
and on the dates indicated.

By (Signature and Title) * /s/ HEIDI STAM
  Heidi Stam, General Counsel
Date: March 27, 2013  

 

*Please print the name and title of the signing officer below the signature.