Jul. 23, 2026
Subject: Comment on Proposed Plan of Distribution - In the Matter of The Vanguard Group, Inc. - Administrative Proceeding File No. 3-22435 Dear Office of Distributions, I am submitting this comment regarding the Proposed Plan of Distribution for the Vanguard Fair Fund in Administrative Proceeding File No. 3-22435. I appreciate the Commission's efforts to provide fair compensation to investors harmed by the 2021 Vanguard Target Retirement Fund capital gains distributions. I respectfully request that the Commission consider whether the proposed Recognized Loss methodology adequately accounts for investors who made substantial purchases shortly before the 2021 distributions. My personal situation illustrates a potential issue with a methodology that does not fully consider purchase timing. I invested approximately $500,000 in Vanguard Target Retirement Funds held in a taxable account in late September 2021 after the passing of my late wife. Approximately three months later, at the end of December 2021, I received approximately $40,000 in taxable capital gains distributions. Because I had only been invested for a short period before the distribution, my situation was materially different from that of a long-term shareholder who had held the fund for many years and participated in the appreciation that contributed to the capital gains distribution. While I understand that mutual fund investors share in the tax consequences of fund distributions, late-2021 purchasers experienced a significant and unexpected tax liability shortly after investing, with limited opportunity to benefit from the investment before the taxable event occurred. I respectfully ask the Commission to consider whether the proposed allocation methodology should incorporate factors such as purchase date, holding period, or other measures that distinguish investors who purchased shortly before the extraordinary 2021 distributions from investors who held the funds through the prior years of appreciation. My concern is not simply that I experienced a large distribution, but that investors with substantially different circumstances may otherwise be treated identically despite experiencing meaningfully different economic impacts. Thank you for considering this comment and for your work to ensure that the Fair Fund distribution methodology accurately reflects the circumstances of harmed investors. Sincerely, -Patrick Fee