INTERNAL CONTROL RPT

Report of Independent Registered Public
Accounting Firm

To the Board of Trustees of Vanguard Tax-
Managed Funds and Shareholders of
Vanguard Developed Markets Index Fund

In planning and performing our audit of the financial
statements of Vanguard Developed Markets Index
Fund (one of the funds constituting Vanguard Tax-
Managed Funds, referred to hereafter as the
"Fund") as of and for the year ended December 31,
2022, in accordance with the standards of the
Public Company Accounting Oversight Board
(United States) (PCAOB), we considered the
Fund's 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 Fund's internal control over
financial reporting. Accordingly, we do not express
an opinion on the effectiveness of the Fund's
internal control over financial reporting.

The management of the Fund 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 Fund's 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 Fund's 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, 2022.

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 15, 2023

INTERNAL CONTROL RPT

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 and
Vanguard Tax-Managed Small-Cap Fund


In planning and performing our audits of the financial
statements of Vanguard Tax-Managed Capital
Appreciation Fund, Vanguard Tax-Managed Balanced
Fund and Vanguard Tax-Managed Small-Cap Fund
(three of the funds constituting Vanguard Tax-Managed
Funds, hereafter collectively referred to as the "Funds")
as of and for the year ended December 31, 2022, 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,
2022.

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 16, 2023