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Prospectus
Vanguard Investments Funds ICVC
(An open - ended investment company incorporated with limited liability and registered in England and Wales under registered number IC000758)
This document constitutes the Prospectus for Vanguard Investments Funds ICVC which has been prepared in accordance with the Collective Investment Schemes Sourcebook.
This Prospectus is dated and is valid as at 6 October 2026
Copies of this Prospectus have been sent to the Financial Conduct Authority and the Depositary.
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Vanguard Investments Funds ICVC
No person has been authorised by the Company to give any information or make any representations concerning the Company or in connection with the offering of Shares other than those contained in this Prospectus, and, if given or made, such information or r epresentations must not be relied on as having been given or made by the Company. The delivery of this Prospectus (whether or not accompanied by any reports) or the issue of Shares shall not, under any circumstances, create any implication that the affairs of the Company have not changed since the date hereof.
The distribution of this Prospectus and the offering of Shares in certain jurisdictions may be restricted. Persons into whose possession this Prospectus comes, including intermediaries who offer, distribute or sell the Shares, are required by the Company t o inform themselves about and to observe any such restrictions. This Prospectus does not constitute an offer or solicitation by anyone in any jurisdiction in which such an offer or solicitation is not authorised or to any person to whom it is unlawful to m ake such offer or solicitation.
The distribution of this Prospectus in certain jurisdictions may require that this Prospectus is translated into the official language of those countries. Should any inconsistency arise between the translated version and the English version, the English ve rsion shall prevail .
The Shares have not been and will not be registered under the U . S . Securities Act of 1933, as amended. Subject to certain exceptions, the Shares may not be offered or sold in the U . S . or offered or sold to U . S . Persons. The Company has not been and will not be registered under the U . S . Investment Company Act of 1940, as amended. The ACD has not been registered under the U . S . Investment Advisers Act of 1940.
Shares in the Company are not listed or dealt on any investment exchange.
For purposes of the General Data Protection Regulation 2016 as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 and the Data Protection Act 2018, the data controller in relation to any personal data supplied is the ACD.
The ACD is responsible for the personal data received on behalf of the Company. The ACD and its affiliates take their data protection and privacy responsibilities seriously. For full details on how we collect, use and share personal data in the course of our business activities, what legal rights you have to help manage your privacy, and how you can contact us for support, please follow the link to our privacy policy https://fund - docs.vanguard.com/uk - limited - privacy - policy.pdf . The provisions of the Company’s Instrument of Incorporation are binding on each of its Shareholders (who are taken to have notice of them).
This Prospectus has been issued and approved for the purpose of Section 21 of the Financial Services and Markets Act 2000 by the ACD.
Important: if you are in any doubt about the contents of this prospectus you should consult your professional adviser.
Vanguard Investments UK, Limited, the authorised corporate director of the Company, is the person responsible for the information contained in this Prospectus. To the best of its knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained herein does not contain any untrue or misleading statement or omit any matters required by the Collective Investment Schemes Sourcebook to be included in it. Vanguard Investments UK, Limited accepts responsibility acco rdingly.
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This Prospectus is based on information, law and practice at the date hereof. The Company cannot be bound by an out of date prospectus when it has issued a new prospectus, and investors should check with the ACD that this is the most recently published pro spectus.
The value of the Funds may go down as well as up, and investors may not get back the amount invested or any return on an investment. There can be no assurance that any Fund will achieve its investment objective. Potential investors should not treat the contents of this Pr ospectus as advice relating to legal, taxation, investment or any matters and are recommended to consult their own professional advisers concerning the acquisition, holding or disposal of Shares. The Company makes no representations or warranties in respec t of suitability.
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Contents
Terms Used in this Document ................................ .. 1 Directory ................................ ................................ .... 5 The Company ................................ ............................ 6 Management and Administration ............................. 7 Depositary’s liability ................................ ............... 11 Delegation ................................ ................................ 12 Conflicts of interest ................................ ................ 12 The Funds ................................ ................................ 17 Shares ................................ ................................ ...... 27 Dealing ................................ ................................ ..... 29 Buying Shares ................................ ......................... 31 Redeeming Shares ................................ .................. 34 Converting and Switching Shares ......................... 36 Suspension of Dealing in Shares .......................... 37 Governing Law ................................ ........................ 37 ACD Dealing as Principal ................................ ....... 37 Restrictions and Compulsory Transfer and Redemption of Shares ................................ ............ 37 Valuation ................................ ................................ .. 40 Share Prices ................................ ............................ 40 Dilution Adjustment ................................ ................ 42 Risk Factors ................................ ............................. 44 Charges and Expenses ................................ ........... 59 Income ................................ ................................ ..... 62 U.K. Taxation ................................ ........................... 64 Appendix 1: The Funds ................................ .......... 67 Vanguard FTSE U.K. Equity Income Index Fund .. 67 Vanguard FTSE Developed World ex - U.K. Equity Index Fund ................................ ............................... 70
Vanguard FTSE Developed Europe ex - U.K. Equity Index Fund ................................ ............................... 73 Vanguard U.S. Equity Index Fund .......................... 76 Vanguard U.K. Inflation - Linked Gilt Index Fund ... 79 Vanguard U.K. Long Duration Gilt Index Fund ..... 82 Vanguard FTSE Global All Cap Index Fund .......... 85 Vanguard ESG Screened Developed World All Cap Equity Index Fund (UK) ................................ ........... 88 Vanguard Global Emerging Markets Fund ............ 93 Vanguard Global Equity Fund ................................ 96 Vanguard Global Equity Income Fund .................. 99 Vanguard Global Capital Stewards Equity Fund 102 Vanguard ActiveLife Climate Aware 40 - 50% Equity Fund ................................ ................................ ....... 108 Vanguard ActiveLife Climate Aware 60 - 70% Equity Fund ................................ ................................ ....... 116 Vanguard ActiveLife Climate Aware 80 - 90% Equity Fund ................................ ................................ ....... 124 Glossary of Terms - ‘Investment Objective’ and ‘Investment Policy’ ................................ ................ 132 Appendix 2: Valuation ................................ ........... 134 Appendix 3: Investment Powers and Restrictions ................................ ................................ ................ 136 Appendix 4: Portfolio Investment Techniques ... 149 Appendix 5: General Information ......................... 156 Appendix 6: Delegation of Safekeeping Duties by the Depositary ................................ ....................... 162 Disclaimers ................................ ............................ 167
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Terms Used in this Document
‘ACD’ Vanguard Investments UK, Limited, the authorised corporate director of the Company;
‘Accumulation Shares’ Shares (of whatever Class) in the Company as may be in issue from time to time in respect of which income allocated thereto is credited periodically to capital pursuant to the COLL Sourcebook net of any tax deducted or accounted for by the Company;
‘Administrator and Registrar’ both SS&C Financial Services Europe Limited and SS&C Financial Services International Limited or such other person or persons to whom the ACD may delegate such functions from time to time;
‘BACS’ Bankers’ Automated Clearing Services;
‘Business Day’ every day on which the London Stock Exchange is open for trading, provided, however, that if for any reason (in the sole determination of the ACD) the fair and accurate valuation of the relevant Fund’s portfolio of securities, or a significant portion ther eof, in accordance with the COLL Sourcebook, this Prospectus and the Instrument of Incorporation of the Company is impeded, the ACD may decide that any Business Day shall not be construed as such;
‘Class’ all of the Shares relating to a single Fund or a particular class or classes of Shares relating to a single Fund;
‘COLL’ the appropriate chapter, section or rule in the COLL Sourcebook;
‘COLL Sourcebook’ the rules contained in the Collective Investment Schemes Sourcebook, as amended from time to time, issued by the FCA as part of the FCA Handbook, which shall, for the avoidance of doubt, not include guidance or evidential requirements contained in the said sourcebook;
‘Company’ Vanguard Investments Funds ICVC;
‘Custodian’ State Street Bank and Trust Company or such other person to whom the Depositary may delegate the function of custody from time to time;
‘Cut - Off Time’ the point on a Dealing Day prior to which a transaction must be received by the Administrator and Registrar in order to permit the transaction to receive that Dealing Day’s Valuation Point for each Fund as set out in Appendix 1 ;
‘Dealing Day’ any day that a Fund accepts subscription or redemption orders, or any such other day or days as may be determined by the ACD and notified to Shareholders in advance, details of which for each Fund are set out in Appendix 1 ;
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‘Depositary’ State Street Trustees Limited, the depositary of the Company, or such other entity as is appointed to act as Depositary;
‘EEA’ the European Economic Area;
‘EEA State’ a member state of the EEA;
‘EEA UCITS Scheme’ a collective investment scheme established in accordance with the UCITS Directive in an EEA State;
‘ESMA’ the European Securities and Markets Authority;
‘EU’ the European Union;
‘Euro’ or ‘€’ the European euro, the lawful currency of the Economic and Monetary Union of the EU from time to time;
‘EUWA’ the European Union (Withdrawal) Act 2018;
‘Excess Return’ the difference between the performance of a passively managed Fund and the performance of the index tracked by the Fund over a stated period of time, as further described in the “Excess Return and Tracking Error” section of this Prospectus;
‘FCA’ the Financial Conduct Authority or any successor body thereto;
‘FCA Handbook’ the FCA Handbook of rules and guidance, as amended from time to time;
‘FSMA’ the Financial Services and Markets Act 2000;
‘Fund’ a sub - fund of the Company (being part of the scheme property which is pooled separately and to which specific assets and liabilities of the Company may be allocated), which is invested in accordance with the investment objective applicable to such sub - fund ;
‘HMRC’ HM Revenue & Customs;
‘Income Shares’ Shares (of whatever Class) in the Company as may be in issue from time to time in respect of which income allocated thereto is distributed periodically to the holders thereof pursuant to the COLL Sourcebook net of any tax deducted or accounted for by the C ompany;
‘Instrument of Incorporation’ the instrument of incorporation of the Company as amended from time to time;
‘Investment Adviser’ the entity appointed to provide investment management services for each Fund , as further explained in the section with the heading “Investment Advisers” and as specified in Appendix 1 for each Fund ;
‘Member State’ a member state of the EU;
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‘Net Asset Value’ or ‘NAV’ the value of the scheme property attributable to a Fund (or the Company) less the liabilities of the Fund (or the Company) as calculated in accordance with the Company’s Instrument of Incorporation and the FCA Handbook;
‘OEIC Regulations’ the Open - Ended Investment Companies Regulations 2001, as amended or re - enacted from time to time;
‘OTC derivative’ A derivative dealt over - the - counter (off exchange);
‘Register’ the register of Shareholders kept on behalf of the Company;
‘Regulations’ the OEIC Regulations and the COLL Sourcebook;
‘Relevant Institution’ a credit institution which is authorised in the EEA, the U.K., Switzerland, Canada, Japan, the United States, Jersey, Guernsey, the Isle of Man, Australia or New Zealand;
‘Scheme Property’ the property of the Company or a Fund, as the context may require, required under the COLL Sourcebook to be given for safekeeping to the Depositary;
‘SDRT’ U.K. Stamp Duty Reserve Tax;
‘Share’ or ‘Shares’ a share in the capital of the Company (including larger denomination and smaller denomination shares equivalent to one ten - thousandth of a larger denomination share);
‘Shareholder’ a holder of registered Shares;
‘Sterling’, ‘£’ or ‘GBP’ U.K. pounds sterling, the lawful currency of the U.K.;
‘Tracking Error’ the volatility of the difference between the return of a passively managed Fund and the return of the index tracked by the Fund, as further described in the “Excess Return and Tracking Error” section of this Prospectus;
‘UCITS Directive’ European Parliament and Council Directive No. 2009/65/EC of 13 July 2009 as amended, which applies to EEA UCITS Schemes;
‘U.K.’ the United Kingdom;
‘U.K. UCITS Rules’ the COLL Sourcebook and the Collective Investment Schemes (Amendment etc) (EU Exit) Regulations 2019 No.325;
‘U.K. UCITS Scheme’ a UK UCITS as defined in the glossary of definitions in the FCA Handbook ;
‘U.S.’ the United States of America, its possessions and territories, including any state of the United States of America and the District of Columbia;
‘U.S. Person’ any person falling within the definition of the term U.S. Person under
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Regulation S promulgated under the U.S. Securities Act of 1933, as amended;
‘Valuation Point’ the point on a Dealing Day whether on a periodic basis or for a particular valuation, at which the ACD carries out a valuation of the Scheme Property for the Company or a Fund (as the case may be) for the purpose of determining the price at which Shares of a Class may be issued, cancelled, sold or redeemed, as set out for each Fund in Appendix 1 ;
‘Vanguard Group of Companies’ the group of companies of which The Vanguard Group, Inc. is the ultimate parent.
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Directory
Company’s Head Office and Registered Office 4 th Floor, The Walbrook Building 25 Walbrook London EC4N 8AF U . K.
Company’s address for service of notices P.O. Box 10315 Chelmsford CM99 2AT U . K.
The Authorised Corporate Director Vanguard Investments UK, Limited 4th Floor, The Walbrook Building 25 Walbrook London EC4N 8AF U . K.
The Depositary State Street Trustees Limited 20 Churchill Place London E14 5HJ U . K.
Independent Sub - Investment Advisers:
Baillie Gifford Overseas Limited Calton Square 1 Greenside Row Edinburgh EH1 3AN U . K.
Pzena Investment Management, LLC 320 Park Avenue 8th Floor New York, NY 10022 U.S.
Administrator and Registrar
SS&C Financial Services Europe Limited and SS&C Financial Services International Limited St. Nicholas Lane Basildon Essex SS15 5FS U . K.
Auditor PricewaterhouseCoopers LLP 7 More London Riverside London SE1 2RT U . K.
Investment Adviser s Vanguard Asset Management Limited 4th Floor, The Walbrook Building 25 Walbrook London EC4N 8AF U.K.
Vanguard Global Advisers, LLC P.O. Box 2600 Valley Forge, PA 19482 U . S .
Wellington Management Company LLP 280 Congress Street Boston, MA 02210 U.S.
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The Company
General Vanguard Investments Funds ICVC is an investment company with variable capital incorporated with limited liability and registered in England and Wales under number IC000758. The Company was authorised by the FCA (formerly the Financial Services Authority) on 16 June 2009 (FCA Product Reference Number: 500189). The Company is of unlimited duration.
Share capital The maximum share capital of the Company is £500,000,000,000 and the minimum share capital is £1. Shares have no par value. Shareholders are not liable for the debts of the Company.
Shares in the Company may be marketed in countries other than the U.K. , subject to the Regulations, and any regulatory constraints in those countries, if the ACD so decides.
Base currency The base currency for the Company is Sterling or such other currency or currencies as shall be the lawful currency of the U.K.
Category of scheme The Company is a U.K. UCITS Scheme.
Further information Further general information concerning the Company, Shareholder meetings and voting rights, provisions relating to the winding up of the Company or a Fund and other matters is contained in Appendix 5.
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Management and Administration
Authorised Corporate Director (ACD) General
The Authorised Corporate Director (ACD) of the Company is a private limited company incorporated in England and Wales on 8 May 2001 with registered number 4212659. Its registered office address is 4th Floor, The Walbrook Building, 25 Walbrook, London EC4N 8AF.
The ACD’s ultimate parent company is The Vanguard Group, Inc., which is incorporated in Pennsylvania, U.S. The ACD is the sole director of the Company.
Share Capital
The ACD has an issued and fully paid - up share capital of £5,200,000.
Regulatory status
The ACD is authorised and regulated by the FCA.
Directors of the ACD
The directors of the ACD are:
• Mike Craston • Paul Ja k u b owski • Robyn Laidlaw • Kim Petersen • Marisa Tilghman • Christopher Cummings
No director of the ACD is engaged in any business activity of significance to the Company’s business that is not connected with the business of the ACD, its ultimate parent company or other affiliated companies.
Terms of Appointment
The ACD is responsible for managing and administering the Company’s affairs pursuant to the terms of an ACD Agreement between the Company and the ACD dated 16 June 2009 (the “ ACD Agreement ”). Under the terms of the ACD Agreement, the ACD is to provide investment management services, administrative, accounting, consultancy, distribution, advisory, secretarial services and registrar services to the Company. The ACD may delegate all or some of its powers and duties, subject to conditions set out in the Regulations and FSMA, and has delegated certain administrative functions and the function of registrar to the Administrator and Registrar, the function of accounting to State Street Bank and Trus t Company, and the function of investment management to the Investment Adviser s .
The ACD may provide similar services for other clients.
The ACD Agreement provides that the ACD’s appointment is terminable upon six months’ written notice by either the ACD or the Company or, subject to the Regulations and FSMA, by the mutual written consent of both parties. The ACD Agreement also terminates a utomatically if the ACD is removed as a director of the Company by a resolution of shareholders of the Company. No termination of the ACD’s appointment, on notice or otherwise, can take effect until the FCA has approved the change of the ACD as the authori sed corporate director.
To the extent permitted by the Regulations and FSMA, the Company indemnifies the ACD in
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respect of liabilities incurred by the ACD by reason of the ACD’s performance of its duties in accordance with the ACD Agreement, save where such liabilities arise as a direct consequence of the ACD’s or, as the case may be, its directors’, officers’ or em ployees’ negligence or wilful default in relation to the Company.
Details of the remuneration provisions under the ACD Agreement are summarised under the heading “ACD’s Charges and Expenses” in the “Charges and Expenses” section of this Prospectus.
Other schemes managed/operated by the ACD
The ACD also serves as the authorised corporate director of Vanguard Investments Money Market Funds and Vanguard LifeStrategy Funds ICVC and as the authorised fund manager of Vanguard FTSE U . K . All Share Index Unit Trust and Vanguard FTSE 100 Index Unit Trust.
Remuneration Policies and Practices
Vanguard personnel providing services to the ACD are subject to the Vanguard Europe an Remuneration Policy (the “ Remuneration Policy ”). The Remuneration Policy has been designed to ensure that Vanguard’s European remuneration policies and practices are consistent with, and promote, sound and effective risk management, and are in line with the business strategy and objective of the Vanguard group of European companies (“ Vanguard Europe ”) and the interests of the group and its stakeholders. The Remuneration Policy complies with the requirements of the UK IFPRU Remuneration Code and the U.K. UCITS Rules . The Remuneration Policy provides for an appropriate balance of fixed salary; benefits, such as pension, life assurance and health insurance; and bonus arrangements , based on the overall business performance of the Vanguard Group , or individual, team, business unit and fund performance , together with certain qualitative criteria, such as compliance with policies and procedures . Details of the Remuneration Policy are available through https://fund - docs.vanguard.com/ucits - v remuneration - policy.pdf , which will be updated periodically to reflect changes to the Policy . A paper copy of these details may be obtained, free of charge on request , from the Head of Human Resources, Europe , Vanguard Asset Services, Limited , 4 th Floor , The Walbrook Building , 25 Walbrook , London EC4N 8AF.
Investment Adviser The ACD has appointed : (i) Vanguard Asset Management, Limited (“ VAM ”), based in London, United Kingdom; and (ii) Vanguard Global Advisers, LLC (“ VGA ”), based in Malvern, Pennsylvania, USA, as investment advisers to provide discretionary investment management and advisory services to the Company, in respect of the relevant Funds to which each of VAM and VGA has been appointed. Please refer to the secti ons headed Fund Details in Appendix 1 for each Fund for further details on the relevant Investment Adviser that has been appointed in respect of such Fund. VAM and VGA are part of the Vanguard Group of Companies.
VGA is a private limited company incorporated in Pennsylvania, U.S. and is part of the Vanguard Group of Companies. VGA is registered with the U.S. Securities and Exchange Commission (“ SEC ”) as an investment adviser under the U.S. Investment Advisers Act of 1940. The Investment Adviser currently provides investment management and advisory services to collective investment schemes domiciled in the U. K . and Ireland as well as non - U.S . separate account clients .
VAM is a private limited company incorporated under the laws of England and Wales and is part of the Vanguard Group of Companies. VAM is authorised and regulated by the FCA and currently provides investment management services to collective investment sche mes domiciled in the U.K. and Ireland.
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The Investment Adviser s or the ACD may, from time to time, appoint other companies, including without limitation companies connected with the Vanguard Group of Companies, as sub investment advisers with responsibility to provide investment management and advisory services with r espect to any Fund. Details of sub - investment advisers will be disclosed in the Company’s periodic reports. If a sub - investment adviser is not connected with the Vanguard Group of Companies, details will be provided in this Prospectus – see “Independent Su b - Investment Advisers” below.
Terms of Appointment
The ACD has entered into a separate investment advisory agreement with each Investment Adviser. These investment advisory agreements dated 1 January 2025 (as amended from time to time) , between the ACD and the Investment Adviser (each an “ Advisory Agreement ” together, the “ Advisory Agreements ”), provide that in the absence of the negligence, wilful default or fraud of or by the Investment Adviser (or any of its directors, officers, employees and agents) the Investment Adviser (and its directors, officers, employees and agents) shall not be liable to the ACD or the Company for any loss, liability, damage, cost or expense resulting from any act or omission of the Investment Adviser in connection with the performance of its services under the Advisory Agreement , except in the case of the Investment A dviser ’s negligence, wilful default or fraud .
The Advisory Agreement s provide that each Investment Adviser will have discretionary authority to manage the Scheme Property of each Fund they manage within the investment objectives, investment policy and any restrictions set out in the Instrument of Incorporation, this Prospectus, the OEIC Regulations , the COLL Sourcebook and FSMA. The Advisory Agreement s may be terminated by the mutual written agreement of the parties or earlier upon the happening of certain specified events.
The Investment Adviser s are entitled to a fee for their services, which is paid out of the annual management charge made by the ACD. The Investment Adviser s have authority to delegate certain functions to sub - advisers. The relevant Investment Adviser will pay the fees of any Sub Investment Adviser appointed by it.
Independent Sub - Investment Advisers Some or all of the assets of the Company’s “actively managed" Funds may be managed by one or more independent sub - investment advisers appointed by an Investment Adviser . Certain Funds may employ a multi - manager structure, involving two or more investment advisers which are each responsible for separately managing an assigned portion of the Fund’s assets (subject to ongoing monitoring and supervision by the appointing Investment Adviser) . In such cases, the appointing Investment Adviser designates a proportion of the relevant Fund ’s assets to be separately managed by the sub - investment adviser s and may change the allocated proportions to be managed by such sub - investment advisers at any time. Any proportion of such Fund’s assets not designated to a sub - investment adviser shall be managed by the Investment Adviser for the relevant Fund .
As at the date of this Prospectus, the sub - investment advisers appointed to the Funds are as listed below .
Baillie Gifford Overseas Limited (“ Baillie Gifford ”) manages approximately half of the assets of each of (i) Vanguard Global Emerging Markets Fund ; and (ii) Vanguard Global Equity Fund. Baillie Gifford is an investment advisory firm founded in 1983, based in Edinburgh, Scotland. Baillie Gifford Overseas Limited is wholly owned by Baillie Gifford & Co., a Scottish investment firm founded in 1908. One of the largest independently owned investment managemen t firms in the U.K., Baillie Gifford & Co. manages money primarily for institutional clients. As at 30 June 2025 , Baillie Gifford & Co. managed approximately £ 209 billion in assets.
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Pzena Investment Management, LLC (“ Pzena ”) manages approximately half of the assets of Vanguard Global Emerging Markets Fund. It is a global investment management firm founded in 1995, based in New York, USA. Pzena focuses exclusively on a deep value investment approach. The members of the firm’s executive committee and othe r employees collectively own a majority of the firm. As at 30 June 2025 , Pzena managed approximately £ 57.6 billion in assets.
Wellington Management Company LLP (“ Wellington Management ”) manages approximately half of the assets of Vanguard Global Equity Fund, approximately two - thirds of the assets of Vanguard Global Equity Income Fund and all of the assets of the Vanguard Global Capital Stewards Equity Fund, Vanguard Active Life Climate Aware 40 - 50 % Equity Fund, the Vanguard Active Life Climate Aware 60 - 70 % Equity Fund and the Vanguard ActiveLife Climate Aware 8 0 90 % Equity Fund . Wellington Management is a Delaware limited liability partnership with principal offices in Boston, USA. Wellington Management is a professional investment counselling firm which provides investment services to investment companies, employee benefit plans, endowments, foundations, and other institutions. Wellington Management and its predecessor organisations have provided investment advisory services for over 80 years. Wellington Management is owned by the partners of Wellington Management Group LLP, a Massachusetts limited liability partnership. As at 30 June 2025 , Wellington Management and its investment advisory affiliates had investment management authority with respect to approximately £ 9 25 billion in client assets.
Baillie Gifford Overseas Limited is authorised and regulated by the FCA. The other named sub investment advisers are all regulated by the Securities and Exchange Commission in the U.S .
Terms of Appointment
The Investment Adviser (VGA) has entered into agreements with the sub - investment advisers under which each sub - investment adviser has responsibility to manage, on a fully discretionary basis, all or a proportion of the assets of one or more Funds, in accordance with and subject to the objectives and restrictions set out in the particular agreement. Each sub - advisory agreement may be terminated by the Investment Adviser (VGA) immediately on giving notice and by the sub investment adviser on the expiry of a period of notice, and otherwise upon the happening of certain specified events. Each sub - investment adviser is entitled to receive a fee in respect of its services, to be pai d by the appointing Investment Adviser from the fee which it receives from the ACD (see the “Charges and Expenses” section).
The Administrator and Registrar The ACD has appointed the Administrator and Registrar, with the responsibilities to act as registrar to the Company and to provide services to it including certain administration functions.
The registered office of the Administrator and Registrar is at St. Nicholas Lane, Basildon, Essex SS15 5FS. The Administrator and Registrar is an affiliated company of the Depositary.
The Register of Shareholders will be maintained by the Administrator and Registrar at the address of its registered office as noted above, and may be inspected at that address during normal business hours by any Shareholder or any Shareholder’s duly author ised agent.
The Administrator and Registrar will receive a fee paid by the ACD out of its remuneration received from the Funds.
The Depositary General
The Depositary is a private limited company incorporated in England and Wales on 24 October 1994 (registered no. 2982384). Its registered office is at 20 Churchill Place, London E14 5HJ. The ultimate holding company of the Depositary is State Street Corpor ation, which is incorporated in
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Massachusetts, U.S. The principal business activity of the Depositary is to provide trustee and depositary services to collective investment schemes. The Depositary is authorised and regulated by the FCA . The Depositary provides its services under the terms of a depositary agreement between the Company and the Depositary dated 13 July 2016 as amended pursuant to an addendum agreement dated 23 April 2019 (the “ Depositary Agreement ”). The Depositary Agreement may be terminated by not less than 90 days’ notice given by either the Company or the Depositary, provided that the Depositary may not retire voluntarily except on the appointment of a new depositary.
The Depositary will receive a fee paid by the ACD out of its remuneration received from the Funds.
Depositary’s functions
Subject to the Regulations and the terms of the Instrument of Incorporation and the Depositary Agreement, the Depositary has been entrusted with the following main functions:
(i) ensuring that the sale, issue, repurchase, redemption and cancellation of Shares are carried out in accordance with applicable law , the Regulations , the Instrument of Incorporation and this Prospectus ;
(ii) ensuring that the value of the Shares is calculated in accordance with applicable law , the Regulations , the Instrument of Incorporation and this Prospectus ;
(iii) carrying out the instructions of the ACD unless they conflict with applicable law , the Regulations , the Instrument of Incorporation and this Prospectus . (iv) ensuring that in transactions involving the assets of the Funds any consideration is remitted within the usual time limits;
(v) ensuring that the income of the Funds is applied in accordance with applicable law , the Regulations , the Instrument of Incorporation and this Prospectus ;
(vi) monitoring the Funds’ cash and cash flows; and
(vii) safekeeping of the Funds’ assets, including the safekeeping of financial instruments to be held in custody and ownership verification and record keeping in relation to other assets.
In carrying out its duties the Depositary shall act honestly, fairly, professionally, independently and solely in the interests of the Company and its Shareholders.
Depositary’s liability
In the event of a loss of a financial instrument held in custody, determined in accordance with the U.K. UCITS Rules , the Depositary shall return financial instruments of identical type or the corresponding amount to the ACD acting on behalf of the Company without undue delay.
The Depositary shall not be liable if it can prove that the loss of a financial instrument held in custody has arisen as a result of an external event beyond its reasonable control, the consequences of which would have been unavoidable despite all reasonab le efforts to the contrary pursuant to the U.K. UCITS Rules . In case of a loss of financial instruments held in custody, the Shareholders may invoke the liability of the Depositary directly or indirectly through the ACD provided that this does not lead to a duplication of redress or to unequal treatment of the Share holders.
The Depositary is indemnified by the Company against all liabilities suffered or incurred by the Depositary by reason of the proper performance of the Depositary's duties under the terms of the Depositary Agreement save where any such liabilities arise as a result of the Depositary’s
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negligence, fraud, bad faith, wilful default or recklessness of the Depositary or the loss of financial instruments held in custody.
The Depositary will be liable to the Company for all other losses suffered by the Company as a result of the negligent or intentional failure to properly fulfil its obligations pursuant to the U.K. UCITS Rules.
The Depositary shall not be liable for consequential or indirect or special damages or losses, arising out of or in connection with the performance or non - performance by the Depositary of its duties and obligations.
Delegation
The Depositary has full power to delegate the whole or any part of its safekeeping functions but its liability will not be affected by the fact that it has entrusted to a third party some or all of the assets in its safekeeping. The Depositary’s liability shall not be affected by any delegation of its safekeeping functions under the Depositary Agreement.
Information about the safekeeping functions which have been delegated and the identification of the relevant delegates and sub - delegates are contained in Appendix 6.
Conflicts of interest
The Depositary is part of an international group of companies and businesses (“ State Street ”) that, in the ordinary course of their business, act simultaneously for a large number of clients, as well as for their own account, which may result in actual or potential conflicts. Conflicts of interest arise where the Depositary or its affiliates engage in activities under the Depositary Agreement or under separate contractual or other arrangements. Such activities may include:
(i) providing nominee, administration, registrar and transfer agency, research, agent stock lending, investment management, financial advice and/or other advisory services to the Company; and
(ii) engaging in banking, sales and trading transactions including foreign exchange, derivative, principal lending, broking, market making or other financial transactions with the Company, either as principal and in the interests of itself, or for other clients .
T he Depositary or its affiliates:
(i) will seek to profit from such activities and are entitled to receive and retain any profits or compensation in any form and, except as required by law, the Depositary is not bound to disclose to the Company the nature or amount of any such profits or compensation, including any fee, charge, commission, revenue share, spread, mark - up, mark - down, interest, rebate, discount, or other benefit received in connection with any su ch activities or earned by the Depositary or any of its affiliates when acting in any other capacity ;
(ii) may buy, sell, issue, deal with or hold, securities or other financial products or instruments as principal acting in its own interests, the interests of its affiliates or for its other clients;
(iii) may trade in the same or opposite direction to the transactions undertaken, including based upon information in its possession that is not available to the Company;
(iv) may provide the same or similar services to other clients including competitors of the Company and the fee arrangements it has in place will vary ; and
(v) may be granted creditors’ rights by the Company, e.g., indemnification, which it may exercise in its own interest . In exercising such rights the Depositary or its affiliates may have the advantage of an increased knowledge about the affairs of the Company relative to third party
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creditors thus improving its ability to enforce and may exercise such rights in a way that may conflict with the Company’s strategy.
The Company may use an affiliate of the Depositary to execute foreign exchange, spot or swap transactions for the account of the Company. In such instances, the affiliate shall be acting in a principal capacity and not as a broker, agent or fiduciary of th e Company. The affiliate will seek to profit from these transactions and is entitled to retain and not disclose any profit to the Company.
The affiliate shall enter into such transactions on the terms and conditions agreed with the Company. The Depositary will not, except as required by law, disclose any profit made by such affiliates.
Where cash belonging to the Company is deposited with an affiliate being a bank, cash is not segregated from its own assets and a conflict arises in relation to the interest (if any) which the affiliate may pay or charge to such account and the fees or oth er benefits which it may derive from holding such cash as banker.
The ACD may also be a client or counterparty of the Depositary or its affiliates and a conflict may arise where the Depositary refuses to act if the ACD directs or otherwise instructs the Depositary to take certain actions that might be in direct conflict with the interests of the investors in a Fund.
The types and levels of risk that the Depositary is willing to accept may conflict with the Company’s preferred investment policy and strategy.
C onflicts that may arise in the Depositary’s use of sub - custodians include five broad categories:
(i) our global custodian and sub - custodians seek to make a profit as part of or in addition to their custody services. Examples include profit through the fees and other charges for the services, profit from deposit taking activities, revenue from sweeps and r epo arrangements, foreign exchange transactions, contractual settlement, error correction (where consistent with applicable law) and commissions for sale of fractional shares ;
(ii) the Depositary will typically only provide depositary services where global custody is delegated to an affiliate of the Depositary. Our global custodian in turn appoints a network of affiliated and non - affiliated sub - custodians. Multiple factors influence the determination of our global custodian to engage a particular sub - custodian or allocate assets to them, including their expertise and capabilities, financial condition, service platforms and commitment to the custody business as well as the negotiated f ee structure (which may include terms that result in fee reductions or rebates to the global custodian), significant business relationships and competitive considerations;
(iii) sub - custodians, both affiliated and non - affiliated, act for other clients and in their own proprietary interest, which might conflict with clients’ interests and the fee arrangements they have in place will vary;
(iv) sub - custodians, both affiliated and non - affiliated, have only indirect relationships with clients and look to the Depositary as their counterparty, which might create incentive for the Depositary to act in its self - interest, or other clients’ interests to the detriment of clients; and
(v) sub - custodians may have creditors’ rights against client assets and other rights that they have an interest in enforcing.
The Depositary has functionally and hierarchically separated the performance of its depositary tasks from its other potentially conflicting tasks. The system of internal controls, the different reporting lines, the allocation of tasks and the management re porting allow potential conflicts of interest to be properly identified, managed and monitored. Additionally, in the context of the Depositary’s use of sub - custodians, the Depositary imposes contractual restrictions to address some of the potential conflic ts and maintains due diligence and oversight of sub - custodians. The
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Depositary makes available frequent reporting on clients’ activity and holdings, with the underlying sub - custodians subject to internal and external control audits. Finally, the Depositary segregates the Company’s assets from the Depositary’s proprietary assets and follows a Standard of Conduct that requires employees to act ethically, fairly and transparently with clients.
State Street has implemented a global policy laying down the standards required for identifying, assessing, recording and managing all conflicts of interest which may arise in the course of business. Each State Street business unit, including the Depositar y, is responsible for establishing and maintaining a Conflicts of Interest Program for the purpose of identifying and managing organi s ational conflicts of interest that may arise within the business unit in connection with providing services to its clients or in delivering its functional responsibilities.
Up - to - date information on the Depositary, its duties, any conflicts that may arise, the safekeeping functions delegated by the Depositary, the list of delegates and sub - delegates in Appendix 6, and any conflicts of interest that may arise from such a deleg ation, will be made available to Shareholders on request.
The Auditor The auditor of the Company is PricewaterhouseCoopers LLP.
General The Company, the ACD and the Depositary must each comply with the relevant requirements of the COLL Sourcebook in a timely manner unless delay is lawful and also in the interests of the Company.
The ACD and the Depositary may retain the services of the other, or of third parties, to assist them in fulfilling their respective roles. However:
(i) the Depositary may not delegate oversight of the Company to the Company, the ACD or any associate of the Company or of the ACD, or custody or control of the Scheme Property to the Company or the ACD; and (ii) any delegation of custody of the Scheme Property must be under arrangements which allow the custodian to release documents into the possession of a third party only with the Depositary’s consent.
Where functions are performed by third parties, the ACD remains responsible for the management of the Scheme Property and, if the third party is an associate, any other functions which are within the role of the ACD.
Conflicts of interest The COLL Sourcebook contains various requirements relating to transactions entered into between the Company and the ACD, the Depositary, the Investment Adviser or any associate of them which may involve a conflict of interest. These are designed to protect the interests of the Company. Certain transactions between the Company and the ACD, or an associate of the ACD, may be voidable at the insistence of the Company in certain circumstances.
The ACD, the Depositary, the Investment Adviser, the Administrator and Registrar, and other companies connected with them may, from time to time, act as manager, depositary / custodian, trustee, investment manager / adviser, administrator, registrar or dis tributor in relation to, or be otherwise involved in, other funds or collective investment schemes which follow similar investment objectives to those of the Funds of the Company. It is therefore possible that any of them may, in the course of their busine ss, have potential conflicts of interest with the Company or a particular Fund. Each will at all times have regard in such event to its obligations under the Instrument of Incorporation, the COLL Sourcebook and the ACD Agreement (and any other relevant agr eement by which it is bound in relation to the Company or any Fund), and, in particular, to its obligation to act in the best interests of the Company so far as is practicable, having regard to its obligations to
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other clients when undertaking any investment or otherwise where potential conflicts of interest may arise, and each will endeavour to ensure that any such conflicts are resolved fairly.
In selecting brokers to make purchases and sales of investments for the Company, the Investment Adviser (or any sub - investment adviser) will choose those brokers who provide best execution to the Company in accordance with applicable law. In determining wh at constitutes best execution, the Investment Adviser (or sub - investment adviser) will consider, amongst other things, the overall economic result of the Company (including the price of commission), the efficiency of the transaction, the broker’s ability t o effect the transaction if a large block is involved, the availability of the broker for difficult transactions in the future and the financial strength and stability of the broker. The brokers selected to make purchases and sales of investments for the Company will be required to comply with the Investment Adviser’s execution policy. A copy of each Investment Adviser’s execution policy is available on request . The ACD, the Investment Adviser or any sub - investment adviser are prohibited from receiving any in - kind benefits, soft commission arrangements or other inducements from a broker, whether utilised in executing a transaction or otherwise (excluding any minor non - monetary benefits which are permitted in accordance with FCA Handbook and all applicable laws). In managing the assets of the Company, the Investment Adviser (or sub - investment adviser) may from time to time receive or utilise certain investment research and other investment related commentary, statistics, information or material (collectively “Resea rch”) provided by third parties. Direct charges for Research will be borne by the Investment Adviser out of its fees and will not, in any circumstances be allocated to the Company and / or the Funds.
At the time of launch, the Funds may have received initial (or “seed”) investment from entities within the Vanguard Group of Companies. New Funds launched in the future may also receive similar seed investment. The Funds are permitted to receive such seed investment, and entities within the Vanguard Group of Companies are at liberty to provide it, notwithstanding any relevant restrictions on investment in the Funds by non - UK entities.
Exercise of voting rights The Investment Advisers acting under the authority of the ACD, may from time to time give eligible investors in certain Funds the ability to direct how shares held by the relevant Funds are voted pursuant to a voting policy selected by such investors, which will be applied in proportion to the relevant investors’ holdings in such Funds (“Investor Choice”). Further details on Investor Choice, includin g details of participating Funds and investor eligibility criteria, can be obtained from https://aemdam.assets.vgdynamic.info/assets/corp/advocate/investment stewardship/pdf/investor - choice/investor_choice_uk_pilot_website_information.pdf . Investor Choice will be made available only to investors that meet the investor eligibility criteria on an ongoing basis, and which continue to comply with the conditions upon which Investor Choice is made available to them, in order to enable the ACD and the Depositary to meet their regulatory obligations in respect of proxy voting. The ACD and/or the Investment Advisers are authorised to withdraw an investor’s access to Investor Choice (in whole or in part) if they consider, in their absolute discretion, that such investor is not eligible to invest in the Funds, otherwise does not meet the investor eligibility criteria or is not complying with the conditions of Investor Choice.
The availability of Investor Choice is also subject to any applicable regulatory, operational (including in respect of fractional voting rights), local market (including any applicable local restrictions on split voting), tax, cost or other constraints. Th e ACD and/or each of the Investment Advisers also reserves the right to suspend, revoke , end or otherwise limit , in full or in part, Investor Choice (in any one instance or more broadly), including with immediate effect, if required by applicable law or regulation or if it otherwise considers that this is appropriate.
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Proxy voting in the underlying securities of the Funds will otherwise be undertaken by the Investment Advisers (under the authority of the ACD) based on the proxy voting policies and principles of the Vanguard Group.
Investor Choice may result in split voting (i.e. some securities are voted one way and the remaining securities of the same issuer held by the same Fund are voted another way) and/or the exercise of votes in a manner that conflicts with the preferences, co ncerns or values of one or more other investors in the Funds. Depending on the investor’s corporate structure, there is the risk that, pursuant to Investor Choice, shares may be voted of a company which is in the investor’s group of companies.
The ACD, the Investment Advisers and any other party involved in the provision of Investor Choice, do not provide any warranty in relation to the implementation of Investor Choice, or any guarantee that votes will in fact be exercised in line with Investor Choice. Different views and interpretations may also exist regarding the application of a voting policy offered under Investor Choice to specific votes, because of which votes exercised under such policies may be different to how an investor expects them to be exercised. As long as the ACD and the Investment Advisers comply with applicable regulatory obligations in the provision of Investor Choice, the Vanguard Group of Companies will not be liable for any loss arising as a result of the exercise by any in vestor of any proxy voting afforded to it pursuant to Investor Choice.
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The Funds
General The Company has been established as a U.K. UCITS Scheme and is structured as an umbrella company (under the OEIC Regulations), meaning that different Funds may be established from time to time by the ACD with the agreement of the Depositary and approval of the FCA. This Prospectus will be revised o n the introduction of a new Fund or Class of Shares within a Fund.
The Funds are operated separately. Each Fund has a specific portfolio of assets to which the Fund’s liabilities are attributable. The assets of each Fund are treated as separate from those of every other Fund and are managed in accordance with the investme nt objective and policy applicable to that Fund.
The following Funds have been established and are currently available:
• Vanguard FTSE U.K. Equity Income Index Fund (Launched 23 June 2009) • Vanguard FTSE Developed World ex - U.K. Equity Index Fund (Launched 23 June 2009) • Vanguard FTSE Developed Europe ex - U.K. Equity Index Fund (Launched 23 June 2009) • Vanguard U.S. Equity Index Fund (Launched 23 June 2009) • Vanguard U.K. Inflation - Linked Gilt Index Fund (Launched 3 February 2011) • Vanguard U.K. Long Duration Gilt Index Fund (Launched 3 February 2011) • Vanguard Global Emerging Markets Fund (Launched 25 May 2016) • Vanguard Global Equity Fund (Launched 25 May 2016) • Vanguard Global Equity Income Fund (Launched 25 May 2016) • Vanguard FTSE Global All Cap Index Fund (Launched 8 November 2016) • Vanguard ESG Screened Developed World All Cap Equity Index Fund (UK) (formerly “Vanguard ESG Developed World All Cap Equity Index Fund (UK)”) ( Launched on 9 June 2020 ) • Vanguard Active Life Climate Aware 4 0 - 50 % Equity Fund (formerly “ Vanguard SustainableLife 40 - 50% Equity Fund ” ) (Launched on 8 December 2021) • Vanguard ActiveLife Climate Aware 60 - 70% Equity Fund (formerly “Vanguard SustainableLife 60 - 70% Equity Fund ” ) (Launched 25 May 2016) • Vanguard ActiveLife Climate Aware 80 - 90% Equity Fund (formerly “Vanguard SustainableLife 80 - 90 % Equity Fund ” ) (Launched on 8 December 2021) • Vanguard Global Capital Stewards Equity Fund (formerly “ Vanguard Global Sustainable Equity Fund ” ) (Launched 8 December 2021)
Details of each Fund are set out in Appendix 1 .
Investment objectives and policies of the Funds The investment objective and policy of each Fund are set out in Appendix 1 .
The assets of each Fund will be invested with the aim of achieving the investment objective and in accordance with the policy of that Fund. They must also be invested so as to comply with the investment and borrowing powers and restrictions set out in the COLL Sourcebook as they apply to a U.K. UCITS Scheme, the Instrument of Incorporation and this Prospectus.
As stated in Appendix 1 , each Fund follows either an active or passive investment strategy in seeking to achieve its objective. “Active management” involves the making of specific investment decisions in order to achieve the objectives of the relevant Fund . “Passive management” takes the form of replicating or tracking a n index in order to replicate its performance.
Where the investment policy of a Fund permits it to invest in shares, these may include equity related securities including warrants, depositary receipts and rights.
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A summary of the investment and borrowing powers and restrictions applicable to the Funds is set out in Appendix 3 . Details of eligible securit ies and derivative s markets for the Funds are also set out in Appendix 3 .
Portfolio Investment Techniques The Company may employ investment techniques and instruments relating to transferable securities and money market instruments for efficient portfolio management of the assets of any Fund, including hedging against market movements, currency exchange or int erest rate risks under the conditions and within the limits stipulated by the COLL Sourcebook, as described in Appendix 4 . Except as the COLL Sourcebook may permit and this Prospectus specify, a Fund may not be leveraged in excess of 100% of its Net Asset Value.
Profile of a typical investor in the Funds Each Fund is available to a wide range of investors seeking access to a portfolio managed in accordance with a specific investment objective and policy. Investors should in particular read the Risk Factors and Performance section as set out in this Prospec tus and, if they are in any doubt about making an investment, should consult their professional advisor concerning the acquisition, holding or disposal of any Shares.
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Past Performance The figures below refer to the past. Past performance is not a reliable indicator of future results. The price of Shares and the income from them can fall as well as rise and Shareholders may not get back the amount originally invested. Performance shown is from 1 January to 31 December of each year. Performance of each Share Class and each benchmark is shown in GBP .
Fund and Class Share Class Launch date
202 1 202 2 202 3 202 4 202 5
Equity
Vanguard FTSE U.K. Equity Income Fund Vanguard FTSE U.K. Equity Income Index Fund – GBP Income
23 June 2009 18.89% 7.67% 6.17% 12.63% 31.18%
Vanguard FTSE U.K. Equity Income Index Fund – GBP Accumulation
23 June 2009 18.89% 7.69% 6.19% 12.66% 31.19%
Vanguard FTSE U.K. Equity Income Index Fund Institutional Plus Income
2 September 2014
18.92% 7.69% 6.19% 12.66% 31.21%
Vanguard FTSE U.K. Equity Income Index Fund Institutional Plus Accumulation
2 September 2014
18.93% 7.71% 6.20% 12.68% 31.21%
Benchmark FTSE U.K. Equity Income Index
19.26% 7.93% 6.44% 12.95% 31.56%
Vanguard FTSE Developed World ex - U.K. Equity Index Fund Vanguard FTSE Developed World ex - U.K. Equity Index Fund – GBP Income
23 June 2009 22.27% - 8.28% 17.20% 20.35% 13.53%
Vanguard FTSE Developed World ex - U.K. Equity Index Fund – GBP Accumulation
23 June 2009 22.27% - 8.28% 17.22% 20.33% 13.53%
Vanguard FTSE Developed World ex - U.K. Equity Index Fund Institutional Plus Income
2 September 2014
22.34% - 8.22% 17.27% 20.42% 13.60%
Vanguard FTSE Developed World ex - U.K. Equity Index Fund Institutional Plus Accumulation
2 September 2014
22.34% - 8.22% 17.28% 20.40% 13.60%
Benchmark FTSE Developed ex - U.K. Index 22.41% - 8.18% 17.29% 20.47% 13.67%
Vanguard FTSE Developed Europe ex - U.K. Equity Index Fund Vanguard FTSE Developed Europe ex - U.K. Equity Index Fund – GBP Income
23 June 2009 17.06% - 7.88% 15.31% 2.30% 27.35%
Vanguard FTSE Developed Europe ex - U.K. Equity Index Fund – GBP Accumulation
23 June 2009 17.06% - 7.88% 15.31% 2.30% 27.36%
Vanguard FTSE Developed Europe ex - U.K. Equity Index
2 September 2014
17.11% - 7.84% 15.36% 2.35% 27.41%
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Fund and Class Share Class Launch date
202 1 202 2 202 3 202 4 202 5
Fund – Institutional Plus Income Vanguard FTSE Developed Europe ex - U.K. Equity Index Fund – Institutional Plus Accumulation
2 September 2014
17.10% - 7.84% 15.36% 2.35% 27.41%
Benchmark FTSE Developed Europe ex U.K. Index
17.22% - 7.81% 15.43% 2.46% 27.49%
Vanguard U.S. Equity Index Fund Vanguard U.S. Equity Index Fund – GBP Income
23 June 2009 26.46% - 9.66% 18.61% 25.72% 8.70%
Vanguard U.S. Equity Index Fund – GBP Accumulation
23 June 2009 26.46% - 9.66% 18.61% 25.73% 8.70%
Vanguard U.S. Equity Index Fund – Institutional Plus Income
2 September 2014
26.51% - 9.63% 18.65% 25.77% 8.75%
Vanguard U.S. Equity Index Fund – Institutional Plus Accumulation
2 September 2014
26.51% - 9.63% 18.66% 25.77% 8.75%
Benchmark S&P Total Market Index 26.57% - 9.61% 18.66% 25.83% 8.79%
Vanguard FTSE Global All Cap Index Fund Vanguard FTSE Global All Cap Index Fund – GBP Income
8 November 2016
18.93% - 8.01% 14.72% 18.27% 13.58%
Vanguard FTSE Global All Cap Index Fund – GBP Accumulation
8 November 2016
18.95% - 8.01% 14.71% 18.27% 13.58%
Vanguard FTSE Global All Cap Index Fund Institutional Plus GBP Inc 1
11 June 2024 n/a n/a n/a n/a 13.71%
Vanguard FTSE Global All Cap Index Fund Institutional Plus GBP Acc 1
11 June 2024 n/a n/a n/a n/a 13.71%
Benchmark FTSE Global All Cap Index
19.38% - 7.76% 15.00% 18.65% 13.86%
Vanguard ESG Screened Developed World All Cap Equity Index Fund (UK) 2 Vanguard ESG Screened Developed World All Cap Equity Index Fund (UK) – GBP Income
9 June 2020 21.90% - 13.10% 19.17% 20.21% 12.19%
Vanguard ESG Screened Developed World All Cap Equity Index Fund (UK) – GBP Accumulation
9 June 2020 21.89% - 13.10% 19.17% 20.21% 12.20%
Vanguard ESG Screened Developed World All Cap Equity Index Fund (UK) – Institutional Plus Income
9 June 2020 21.97% - 13.04% 19.25% 20.30% 12.27%
1 Performance is not currently available as the Share Class does not have a complete 12 month (calendar year) period of performance since launch 2 Until 26 November 2024, this Fund was called “Vanguard ESG Developed World All Cap Equity Index Fund (UK)”.
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Fund and Class Share Class Launch date
202 1 202 2 202 3 202 4 202 5
Vanguard ESG Screened Developed World All Cap Equity Index Fund (UK) – Institutional Plus Accumulation
1 September 2021
n/a - 13.04% 19.25% 20.29% 12.27%
Benchmark FTSE Developed All Cap Choice Index
22.13% - 12.99% 19.39% 20.43% 12.39%
Fixed Income
Vanguard U.K. Inflation - Linked Gilt Index Fund Vanguard U.K. Inflation - Linked Gilt Index Fund – GBP Income
3 February 2011 3.80% - 34.57% 0.62% - 8.70% 1.24%
Vanguard U.K. Inflation - Linked Gilt Index Fund – GBP Accumulation
3 February 2011 3.80% - 34.57% 0.62% - 8.70% 1.24%
Vanguard U.K. Inflation - Linked Gilt Index Fund – Institutional Plus Income
2 September 2014
3.86% - 34.53% 0.68% - 8.63% 1.30%
Vanguard U.K. Inflation - Linked Gilt Index Fund – Institutional Plus Accumulation
2 September 2014
3.87% - 34.53% 0.68% - 8.65% 1.30%
Benchmark Bloomberg U.K. Government Inflation - Linked Float Adjusted Bond Index
3.91% - 34.45% 0.65% - 8.59% 1.35%
Vanguard U.K. Long Duration Gilt Index Fund Vanguard U.K. Long Duration Gilt Index Fund – GBP Income
3 February 2011 - 7.28% - 40.20% 1.50% - 10.63% 3.55%
Vanguard U.K. Long Duration Gilt Index Fund – GBP Accumulation
3 February 2011 - 7.28% - 40.21% 1.50% - 10.63% 3.55%
Vanguard U.K. Long Duration Gilt Index Fund – Institutional Plus Income
2 September 2014 - 7.24% - 40.19% 1.58% - 10.59% 3.59%
Vanguard U.K. Long Duration Gilt Index Fund – Institutional Plus Accumulation
2 September 2014 - 7.24% - 40.19% 1.54% - 10.59% 3.58%
Benchmark Bloomberg U.K. Government 15+ Years Float Adjusted Bond Index
- 7.26% - 40.15% 1.54% - 10.58% 3.65%
Active Vanguard Global Equity Fund Vanguard Global Equity Fund A GBP Income
25 May 2016 13.99% - 7.59% 10.39% 12.44% 12.95%
Vanguard Global Equity Fund A GBP Accumulation
25 May 2016 14.00%% - 7.60% 10.40% 12.43% 12.96%
Benchmark FTSE All World Index 19.73% - 7.54% 15.39% 19.54% 14.40%
Vanguard Global Equity Income Fund Vanguard Global Equity Income Fund – A GBP Income
25 May 2016 21.35% 10.19% 5.39% 13.56% 19.01%
Vanguard Global Equity Income Fund – A GBP Accumulation
25 May 2016 21.32% 10.19% 5.39% 13.57% 19.01%
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Fund and Class Share Class Launch date
202 1 202 2 202 3 202 4 202 5
Benchmark FTSE Developed Index 22.25% - 7.62% 16.92% 20.09% 14.07%
Vanguard Global Emerging Markets Fund Vanguard Global Emerging Markets Fund – A GBP Income
25 May 2016 0.48% - 5.64% 5.96% 4.81% 28.92%
Vanguard Global Emerging Markets Fund – A GBP Accumulation
25 May 2016 0.46% - 5.60% 6.01% 4.80% 28.90%
Benchmark FTSE Emerging Index 0.78% - 6.74% 2.65% 14.48% 17.47%
Vanguard Global Capital Stewards Equity Fund 3 Vanguard Global Capital Stewards Equity Fund – A GBP Accumulation
8 December 2021
n/a 0.45% 12.80% 15.44% 4.35%
Vanguard Global Capital Stewards Equity Fund – A GBP Income
8 December 2021
n/a 0.45% 12.79% 15.44% 4.36%
Benchmark FTSE All - World Index n/a - 7.54% 15.39% 19.54% 14.40%
Vanguard ActiveLife Climate Aware 40 - 50% Equity Fund 4 Vanguard Active Life Climate Aware 40 - 50% Equity Fund – A GBP Accumulation
8 December 2021
n/a - 5.43% 7.44 % 6.09% 8.96%
Vanguard ActiveLife Climate Aware 40 - 50% Equity Fund – A GBP Income
8 December 2021
n/a - 5.40% 7.43 % 6.08% 8.96%
Benchmark Composite index 5 n/a - 11.21% 11.66% 10.51% 10.14%
Vanguard ActiveLife Climate Aware 60 - 70% Equity Fund 6 Vanguard ActiveLife Climate Aware 60 - 70% Equity Fund – A GBP Income
25 May 2016 13.79% - 1.42% 7.84% 7.53% 10.82%
Vanguard ActiveLife Climate Aware 60 - 70% Equity Fund – A GBP Accumulation
25 May 2016 13.81% - 1.43% 7.84% 7.53% 10.82%
Benchmark Composite index 7 13.58% - 10.02% 13.44% 13.89% 11.54%
Vanguard ActiveLife Climate Aware 80 - 90% Equity Fund 8 Vanguard ActiveLife Climate Aware 80 - 90% Equity Fund – A GBP Accumulation
8 December 2021
n/a 2.72% 8.30% 8.99% 12.51%
Vanguard ActiveLife Climate Aware 80 - 90% Equity Fund – A
8 December n/a 2.73% 8.33% 9.00% 12.50%
3 Until 26 November 2024, this Fund was called “Vanguard Global Sustainable Equity Fund” 4 Until 26 November 2024, this Fund was called “Vanguard SustainableLife 40 - 50% Equity Fund” 5 45% FTSE Developed Net Tax Index, 44% Bloomberg Global Aggregate Credit Index, 5.5% Bloomberg Global Aggregate Treasury Index , and 5.5% Bloomberg Global Aggregate Securitized Index (together, the “Composite Index”). 6 Until 26 November 2024, this Fund was called the “Vanguard SustainableLife 60 - 70% Equity Fund” 7 65% FTSE Developed Net Tax Index, 28% Bloomberg Global Aggregate Credit Index, 3.5% Bloomberg Global Aggregate Treasury Index and 3.5% Bloomberg Global Aggregate Securitized Index (together, the “Composite Index”) . 8 Until 26 November 2024, this Fund was called the “Vanguard SustainableLife 80 - 90% Equity Fund”
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Fund and Class Share Class Launch date
202 1 202 2 202 3 202 4 202 5
GBP Income 2021 Benchmark Composite index 9 n/a - 8.52% 15.52% 17.44% 13.06%
Source: The Vanguard Group Inc. Performance calculations are based on NAV - to - NAV prices with net income reinvested.
Notes: Past performance is shown for complete 12 month (calendar year) periods only.
9 85% FTSE Developed Net Tax Index, 12% Bloomberg Global Aggregate Credit Index, 1.5% Bloomberg Global Aggregate Treasury Index , and 1.5% Bloomberg Global Aggregate Securitized Index (together, the “Composite Index”) .
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Benchmarks Regulation Regulation (EU) 2016/1011 (the “ Benchmarks Regulation ”) came into full effect on 1 January 2018. In respect of the Funds, the Benchmarks Regulation prohibits the use of indices provided by benchmark administrators, other than in accordance with the Benchmarks Regulation. The Benchmarks Regulation , which is part of U.K. law by virtue of the EUWA, introduced a requirement for all benchmark administrators providing indices in the EU or the U.K. to be authorised or registered on a public register maintained by ESMA for those provided in the EU (or the FCA for those provided in the U.K.) . The benchmark administrators providing the indices used by the Funds have obtained authorisation in respect of those indices used by the Funds. The ACD maintains a robust written plan setting out the actions that it would take in the event that a benchmark materially changes or ceases to be provided.
Additional information about index tracking (passively managed) Funds Index tracking
Where set out in the investment objective of a Fund, the performance of a Fund will normally be measured against an index, which will be tracked as set out in Appendix 1 .
Index rebalancing and costs
Index providers periodically publish new constituents, reflecting changes in the securities which are included in an index depending on the relevant index rules. This process is called “rebalancing”. The rebalancing frequency of the index relevant to each passively managed Fund is set out in Appendix 1 . When the constituents of an index change, the Fund being managed against the index will typically (to the extent that it is possible and practicable to do so) seek to realign its exposure so that it more closely reflects that of the index and thereby reduc e Excess Return and Tracking Error (explained below).
To realign the exposures in a Fund, securities must be bought and sold. This rebalancing will incur costs which are not reflected in the theoretical calculation of the index return and, consequently, may impact on the Fund’s ability to provide returns cons istent with those of the relevant index. Such costs can be direct or indirect and include (but are not limited to): transaction costs (such as brokerage fees), custody fees, exchange costs and commissions (including foreign exchange spreads), and stamp dut y.
Excess Return and Tracking Error
Excess Return
Excess Return is the difference between the performance of a passively managed Fund and the performance of the index tracked by the Fund over a stated period of time. Excess Return can be either positive (where the Fund outperforms the relevant index) or negative (where the Fund underperforms the relevant index). It is calcul ated as the Fund’s total return less the index’s total return. Because a Fund’s total return includes fund expenses, Excess Return will usually be negative.
An index’s return is theoretical – it is reflective of the increase or decrease in the value of the securities within that index. However, an index provider does not actually buy and sell these securities when calculating an index’s performance. This means that an index’s performance does not take into account the costs of buying and selling securities, such as brokerage fees, commissions, stamp duty, custody fees, regulatory fees, exchange fees, and spreads. A Fund incurs all of these expenses in tracking an index, and these expenses will have a negative impact on the Fund’s performance relative to the index.
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In addition, an index’s performance will not always take into account the exact same costs related to withholding tax payable on income derived from the component securities ( i.e., dividends or coupon payments). This can either have a positive or negative impact on the performance of a Fund against the relevant index. Index performance also does not take into account capital gains tax arising from selling securities, which may have a negative impact on the performance of a Fund against the relevant index.
A Fund may also engage in stock lending. The net income from this lending is paid back into the Fund, and this will have a positive impact on the performance of the Fund relative to the relevant index.
Excess Return can also occur when a Fund’s index tracking strategy involves a representative sampling process rather than full replication. For more information on this and other causes of Excess Return, please refer to “Index - related risks ” in the Risk Factors section of this Prospectus.
Tracking Error
Tracking Error is the volatility of the difference between the return of a passively managed Fund and the return of the index tracked by the Fund. Tracking Error indicates the consistency of a Fund’s Excess Return during the same stated period of time. It is the annualised standard deviation of Excess Return data points for the given time period.
Tracking Error can be expressed in two different ways:
(a) ex - post (or realised / actual) Tracking Error – which is the Tracking Error of a Fund calculated using historical data; or (b) ex - ante (or anticipated) Tracking Error – which is the expected Tracking Error of a Fund looking forward into the future.
The estimated Tracking Error of each Fund is set out in Appendix 1 .
Corporate Actions
From time to time, securities in an index may be subject to corporate actions, resulting in index tracking Funds holding securities which would not normally be permitted by their investment objectives and/or policies. These holdings will be sold or transferred as soon as reasonably practicable.
Further details on the investment powers and restrictions for the Fund s , including index tracking Funds , are set out in Appendix 3 headed “Investment Powers and Restrictions”.
Sustainable Finance Sustainability Risk
Sustainability risks are environmental, social, or governance events or conditions that , if they occur, could cause actual or potential material negative impacts on the value of a Fund’s assets. For further details in respect of sustainability risks and the impact of same on the returns of the Funds please see “ Sustainability Risk ” in the “ Risk Factors ” section.
Sustainability risk is considered as a component part of the overall investment risk management processes for each category of financial product, and is one of many risks which will be assessed as to whether it is material, depending on the specific invest ment opportunity.
Unless specifically stated or referenced within a particular Fund’s investment objective or policy, sustainability risks (whether considered to be material or otherwise) are not a determinant part of the security selection and/or ongoing investment management process for the Funds. See table below for further details.
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Table summarising how sustainability risks are integrated by investment style:
Investment Strategy
Asset Type Integration of sustainability risks into security selction and ongoing management of portfolio holdings
Index tracking (passive) funds
Equity These Funds have a primary investment objective to track the performance of their relevant Index and do not factor any explicit sustainability characteristics (including sustainability risks) in to the selection and ongoing management of portfolio holdings.
Fixed Income These Funds have a primary investment objective to track the performance of their relevant Index and do not factor any explicit sustainability characteristics (including sustainability risks) in to the selection and ongoing management of portfolio holdings.
ESG Screened These Funds screen out certain companies that the Index provider determines to be engaged or involved in specific parts of the supply chain for, and/or that derive revenue (above a threshold specified by the Index provider) from certain activities that meet pre - set criteria in the relevant Index methodology and the investment policy of the Fund . Otherwise, there is no management of sustainability risks within the investment process.
Actively managed funds
Externally managed funds (other than those mentioned below)
The management of sustainability risks for any particular Fund is delegated to the relevant third - party Sub - Investment Adviser and is reviewed by the Oversight & Manager Search team. As these Funds are managed to their specific investment objective, they are not expected to appraise any explicit sustainability characteristics (including sustainability risks) in the selection of portfolio holdings. Externally managed funds (ActiveLife range and Global Capital Stewards Fund)
The management of sustainability risk s for these Funds are delegated to the relevant third - party Sub - Investment Adviser. The sustainability approach or sustainability characteristics (as applicable) is reviewed by the Oversight & Manager Search team. As these Funds have specific sustainability approaches or sustainability characteristics (as applicable), they are expected to appraise sustainability characteristics (including sustainability risks) in the selection of portfolio holdings as further described in Appendix 1.
A summary of t he ACD’s Investment Sustainability Risk Policy is available from the ACD upon request.
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Shares
Classes of Shares Different Classes of Shares may be issued in respect of each Fund. Classes may be distinguished by their different characteristics, including, without limitation, criteria for subscription, currency of denomination, allocation of costs, liabilities, gains and losses and charges. The Classes currently available in each Fund and their characteristics are set out in Appendix 1 .
Institutional Plus Class Shares are available only to Professional Clients and Eligible Counterparties to whom the ACD agrees to sell such Shares. They are not available to platforms and other non - discretionary investors who actively market and distribute Shares (or whom the ACD believes intend to do so).
Further Classes of Shares may be established from time to time by the ACD in accordance with the Regulations , subject to the agreement of the Depositary and in accordance with the Instrument of Incorporation. On the introduction of any new Fund or Class, a revised Prospectus will be prepared, setting out the details of each Fund or Class.
Denomination The currency in which each new Class of Shares will be denominated will be determined at the date of creation and set out in the Prospectus issued in respect of the new Class of Shares.
Shares will be issued in larger and smaller denominations. There are 10,000 smaller denomination Shares to each larger denomination Share. Smaller denomination Shares represent what might, in other terms, be called fractions of a larger Share and have prop ortionate rights.
Shares have no par value and, within each Class in each Fund subject to their denomination, are entitled to participate equally in the profits arising in respect of, and in the proceeds of, the liquidation of the Company or termination of the relevant Fund. Shares do not carry preferential or pre - emptive rights to acquire further Shares.
Allocation The net proceeds from subscriptions to a Fund will be invested in the specific portfolio of assets constituting that Fund. The Company will maintain for each current Fund a separate pool of assets, each invested for the exclusive benefit of the relevant Fu nd. Each Fund will be charged with the liabilities, costs, charges and expenses of the Company attributable to that Fund, and within the Funds charges will be allocated between Classes in accordance with the terms of issue of those Classes.
To the extent that any Scheme Property, any assets to be received as part of the Scheme Property, or any liabilities, costs, charges or expenses of the Company are not attributable to one Fund only, the ACD will allocate such Scheme Property, assets, liabi lities, costs, charges or expenses between Funds in a manner which it considers to be fair to all Shareholders of the Company.
Where a Fund has different Classes, each Class may attract different charges and so monies may be deducted from the Scheme Property attributable to such Classes in unequal proportions. In these circumstances, the proportionate interests of the Classes with in a Fund will be adjusted accordingly.
Income and Accumulation Shares The Company may issue Income Shares and Accumulation Shares in respect of each Fund.
Holders of Income Shares are entitled to be paid the distributable income attributed to such Shares on any relevant interim and annual allocation dates.
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Holders of Accumulation Shares are not entitled to be paid the income attributed to such Accumulation Shares, but that income is automatically transferred to (and retained as part of) the capital assets of the relevant Fund on the relevant interim and/or a nnual accounting dates. This is reflected in the price of an Accumulation Share.
Further details relating to distributions and allocations of income in respect of Shares of each Fund are set out under the “Income” section of this Prospectus.
Switching Shareholders are entitled (subject to certain restrictions) to convert or switch all or part of their Shares in a Class or a Fund for Shares of another Class within the same Fund or for Shares of the same or another Class within a different Fund of the Company. Details of this facility and the restrictions are set out under the “ Converting and Switching Shares” section of this Prospectus.
Register of Shareholders All Classes of Shares are in registered, uncertificated form. Certificates will not be issued to Shareholders.
The Administrator and Registrar has established and maintains the Register for each Fund, which is available for inspection by Shareholders at its office at St. Nicholas Lane, Basildon, Essex SS15 5FS. The Register shall be prima facie evidence as to the p ersons respectively entitled to the Shares entered in the Register. No notice of any trust – express, implied or constructive – shall be entered on the Register in respect of any Share and the ACD and the Administrator and Registrar shall not be bound by a ny such notice.
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Dealing
General Requests to deal in Shares may be made by :
(i) “ per se professional clients” and “eligible counterparties” directly at the dealing office of the Administrator and Registrar, which is normally open from 9.00 a.m. to 5.00 p.m. 10 (London time) on each Dealing Day in respect of a Fund ; or
(ii) all investors, including “retail investors”, via a range of third party intermediaries including platform providers and through Vanguard’s direct personal investing platform . When dealing via the Administrator and Registrar, requests to deal in Shares may be made by telephone, by fax or by post on each Dealing Day (at the ACD’s discretion) directly to the office of the Administrator and Registrar (telephone: 0800 408 2065 or such other number as published from time to time; fax number 0844 620 0002 or such other number as published from time to time; postal address Vanguard Investments UK, Limited , P.O. Box 10315, Chelmsford, CM99 2AT, or such other address as published from time to time). Telephone calls may be recorded.
All requests to deal in Shares received on a Dealing Day after a Fund’s Cut - Off Time will be treated as having been received on the next Dealing Day. The ACD has made arrangements for the purchase and redemption of shares via third party intermediaries, including via on - line platform providers and the Vanguard personal investor platform, and the dealing procedures of the relevant platform provider shoul d be referred to by any investor who wishes to purchase Shares via these routes.
Shares may also be purchased or redeemed on - line or through other communication media.
The ACD may also, at its discretion, introduce further methods of dealing in Shares in the future.
For the purposes of this section, “retail investors”, “ per se professional client” and “eligible counterparty” are as defined in the FCA Handbook.
Money Laundering Prevention As a result of legislation in force in the U.K. to prevent money laundering, the ACD is responsible for compliance with anti money laundering regulations. In order to implement these regulations, investors may be asked to provide proof of identity when buy ing, converting, switching or redeeming Shares. In certain circumstances it may be necessary for the ACD to re - verify an investor’s identity and request additional information for this purpose. The ACD may also choose to obtain information on any applicant for Shares and i nvestor from a credit reference agency. Until satisfactory proof of identity is provided, the ACD reserves the right to refuse to issue Shares, pay the proceeds of a redemption of Shares or pay income on Shares to the investor. The ACD will not be liable fo for any Share price movements or loss of opportunity during any delays while money laundering checks are carried out. If additional administration is required to complete the registration of an investment as a result of anti - money laundering or fraud protec tion checks and procedures, the ACD reserves the right to make an administration charge in connection therewith.
Minimum holdings The minimum holdings for each Fund are set out in Appendix 1 . The ACD has the right to waive these limits. In the event that the minimum holdings are not maintained, the ACD reserves the further right to redeem the relevant shareholding in any Class of Shares.
Further , if following a redemption, switch or transfer, a holding in any Class of Shares should fall below the minimum holding for that Class, as set out in Appendix 1 , the ACD has the discretion
10 The Administrator and Registrar may vary these times at its discretion.
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to effect a redemption of that Shareholder’s entire holding in that Class of Shares. Failure of the ACD to do so immediately after such redemption, switch or transfer does not remove this right.
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Buying Shares
Procedure “P er se p rofessional clients” and “eligible counterparties” may purchase Shares directly from the Administrator and Registrar . Application forms may be obtained from the Administrator and Registrar. Other categories of investor may engage with the Administrator and Registrar through a professional adviser or other intermediary. Applicable tax regulations require the ACD to collect information about each investor’s tax residency. Application forms for Shares request this information. In certain circumstances (including if the ACD does not receive a valid self - certification from an investor), the ACD may be obliged to share information on the investor’s account with HMRC. If an investor has any questions about their tax residency, they should contact a tax adviser. Should any information provided change in the future, investors are requested to advise the ACD promptly of the changes.
Valid applications to purchase Shares of a Fund will be processed at a purchase price calculated with reference to the next Valuation Point for that Fund following receipt of the application, except in the case where dealing in a Fund has been suspended as set out below. For the avoidance of doubt, all valid applications received before a Fund’s Cut - Off Time on a Dealing Day will receive that Dealing Day’s Valuation Point. All valid applications received after a Fund’s Cut - Off Time on a Dealing Day will rec eive the next Dealing Day’s Valuation Point.
The ACD reserves the right to limit the issue of Shares in any Fund or Class where the liquidity within the Fund or Class is deemed to be detrimental to its performance by closing the Fund or Class to new subscriptions , conversions or switches into it, either from existing Shareholders or new applicants or both. An example of the circumstances in which this may occur could be where the ACD determines that it would be prudent to limit the capacity of the size of a Fund the investment objective of which is aimed at a particular market or sector.
Settlement Settlement of purchase monies is due within two Business Days following the relevant Valuation Point. An order for the purchase of Shares will only be deemed to have been accepted by the Administrator and Registrar once the Administrator and Registrar is i n receipt of cleared funds for the application. If full settlement of purchase monies is not made within a reasonable period, then the ACD reserves the right to make an administration charge and/or cancel any Shares sold/issued in respect of the applicatio n and recover any shortfall. Purchase monies must be received by telegraphic transfer or BACS transfer. The applicant shall bear all bank costs or other costs associated which are levied on such transfer. The ACD reserves the right to accept other forms of payment in its discretion; however, please note that no cheques will be accepted, subject to the ultimate discretion of the ACD.
Acceptance of applications A purchase of Shares in writing or by telephone or any other communication media made available is a legally binding contract.
Once made, applications to purchase are, except in the case where cancellation rights are applied, irrevocable on the part of the applicant for Shares, subject to the complete discretion of the ACD to permit an applicant to withdraw or amend any applicatio n after it has been submitted but before the Fund’s Valuation Point has been reached.
The ACD has the right to reject, on reasonable grounds but without providing an explanation and at any time before the Valuation Point, any application for Shares in whole or in part. In this event, the ACD will return any money sent, or the balance of suc h monies without interest. Such rejection is at the risk of the applicant as is the return of any monies. The ACD may scale back applications by investors to purchase Shares on the relevant Dealing Day on such basis as it may deem appropriate and may rejec t any application for Shares in whole or in part to give effect to such a
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scale back. In such event the ACD will return any money sent, or the balance of such monies, at the risk of the applicant and without interest.
The ACD, at its discretion, also has the right to cancel a purchase deal if settlement is overdue. Any loss arising on such cancellation shall be the liability of the applicant and the ACD reserves the right to pursue the applicant for any shortfall owing to a Fund or the ACD together with interest (equivalent to the ACD’s cost of borrowing) thereon. Alternatively, at the ACD’s discretion, interest may be charged (at the ACD’s cost of borrowing) if settlement is overdue.
Any subscription monies remaining after a whole number of Shares has been issued will not be returned to the applicant and will instead be used to purchase fractions of whole Shares (known as smaller denomination Shares). A smaller denomination Share is eq uivalent to one - ten thousandth of a whole Share (or to four decimal places).
Documents the Applicant will receive A confirmation giving details of the price and number of Shares purchased will be issued, normally no later than the end of the Business Day following the Valuation Point for the relevant Fund (making reference to the determination of the price and, where appropriate, a notice of the applicant’s right to cancel).
Registration of Shares can only be completed by the Administrator and Registrar upon receipt of any required registration details and receipt of all purchase monies. These details may be supplied separately in writing to the Administrator and Registrar or by returning to the Administrator and Registrar the properly completed application form and copy of the confirmation.
Share certificates will not be issued in respect of Shares. Ownership of Shares will be evidenced by an entry on the Register. Tax vouchers in respect of periodic distributions (or accumulations) of income on Shares will show the number of Shares held by t he recipient.
Minimum subscriptions The minimum initial subscription levels for each Class of Shares in a Fund are set out in Appendix 1 . The ACD may, at its sole discretion , accept subscriptions lower than the minimum amount(s).
Cancellations Applicants who have received advice from their financial advisers may have the right to cancel their application to buy Shares at any time during the 14 calendar days after the date on which they receive a cancellation notice from the Administrator and Reg istrar. If an applicant decides to cancel the contract and the value of the investment has fallen from the time of the Valuation Point to the time when after the Administrator and Registrar receives the completed cancellation notice, the applicant may not receive a full refund as an amount equal to any fall in value will be deducted from the sum originally invested. No interest will be paid on refunds due to cancellations.
Market timing and frequent trading Each of the Funds of the Company is designed and managed to support longer - term investment and active trading in Fund Shares is discouraged. Short - term or frequent trading into and out of a Fund as well as market timing may harm performance by disrupting f und management and by increasing expenses. The ACD may, at its discretion, refuse to accept applications for purchase of, or requests for switching of, Shares, especially where transactions are deemed disruptive, particularly from possible frequent traders or market timers.
In general, market timing refers to the investment behaviour of a person or group of persons buying, selling or switching investments in anticipation of making a profit on the basis of predetermined market indicators. Market timing may also be characterise d by transactions that seem to follow a timing pattern. Frequent trading is characterised by transactions in and out of funds, occurring on a frequent basis.
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Market timing can include elements of frequent trading and vice - versa. Both behaviours will tend to include frequent purchases and redemptions of Shares with a view to profiting from anticipated changes in market prices between Valuation Points or arbitrag ing on the basis of market price changes subsequent to those that are used in a Fund’s valuation.
Such market timing and frequent trading activities are disruptive to fund management, may lead to additional dealing charges – which cause losses/dilution to a Fund – and may be detrimental to performance and to the interests of long - term Shareholders. Accordingly, the ACD may in its absolute discretion and without providing any reason, reject any application for subscription or switching of Shares from applicants that it considers to be associated with market timing activities.
The ACD may also combine Shares which are under common ownership or control for the purposes of determining whether the activities of Shareholders can be deemed to involve market timing or frequent trading.
Issue of Shares in exchange for in specie assets The ACD may, at its discretion, arrange for the Company to issue Shares in respect of a Fund in exchange for in specie assets (that is, for securities rather than for cash). Such in specie assets must be in a form in which the relevant Fund may invest in accordance with its particular investment objectives and policies as set out in Appendix 1 . No Shares may be issued in exchange for such in specie assets unless the Depositary has taken reasonable care to ensure that the Company’s acquiring of the assets concerned would not be likely to result in any material prejudice to the interests of Shareho lders.
The ACD will ensure that the beneficial interest in the assets is transferred to the Company with effect from the issue of the Shares. The ACD reserves the right to pass all costs associated with the transfer of such assets, including without limitation an y applicable SDRT, directly onto the Shareholder contributing such assets in exchange for Shares.
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Redeeming Shares
Procedure Every Shareholder is entitled on any Dealing Day to redeem its Shares.
Valid instructions to the Administrator and Registrar to redeem Shares in a Fund will be processed at a redemption price calculated with reference to the next Valuation Point for that Fund following receipt of the instruction, except in the case where deal ing in a Fund has been suspended as set out under the “Suspension of Dealings” section of this Prospectus. For the avoidance of doubt, all redemption instructions received before a Fund’s Cut - Off Time on a Dealing Day will receive that Dealing Day’s Valuat ion Point. All redemption instructions received after a Fund’s Cut - Off Time on a Dealing Day will receive the next Dealing Day’s Valuation Point. Currently, transfers of title to Shares may not be effected on the authority of an electronic communication.
A redemption instruction to the Administrator and Registrar made in writing or by telephone or any other communication media made available is a legally binding contract and is irrevocable on the part of the redeeming Shareholder, subject to the complete d iscretion of the ACD to permit an applicant to withdraw or amend any application after it has been submitted but before the Fund’s Valuation Point has been reached. However, an instruction to the Administrator and Registrar to redeem Shares, although irrev ocable, may not be settled by either the Company or the Administrator and Registrar if the redemption represents Shares where the money due on the earlier purchase of those Shares has not yet been received or if insufficient documentation or anti money lau ndering information has been received by the ACD.
The amount to be paid as the proceeds of a redemption of Shares shall not be less than the price of Shares of the relevant Class less:
(i) any redemption charge permitted; and
(ii) any SDRT permitted to be retained by the ACD (and not otherwise already paid by the Shareholder).
The ACD reserves the right to make a charge for redemptions and details of any such applicable charge against the relevant Fund and Class are set out in Appendix 1 .
Documents a redeeming Shareholder will receive A confirmation giving details of the price and number of Shares redeemed will be sent to the redeeming Shareholder (or the first named Shareholder, in the case of joint Shareholders) together with (if sufficient written instructions have not already been g iven) a form of renunciation for completion and execution by the Shareholder (or, in the case of a joint holding, by all the joint Shareholders) no later than the end of the Business Day following the later of the request to redeem Shares or the Valuation Point of the relevant Fund by reference to which the price of the redeemed Shares is determined.
Settlement Payment of redemption proceeds will normally be made by telegraphic transfer or BACS transfer in accordance with any instruction received (the ACD may recover any bank charge levied on such transfers), or, at the ACD’s discretion, by cheque to the first na med Shareholder (at their risk).
Such payment will be made within two Business Days of the later of:
(i) receipt by the Administrator and Registrar of the form of renunciation (or other sufficient written instructions) duly signed and completed by all the relevant Shareholders together with any other documentation and appropriate evidence of title, and any re quired anti - money laundering related documentation; or
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(ii) the Valuation Point of the relevant Fund at which the price for the redemption was determined.
Deferred redemption In times of high redemption, to protect the interests of continuing Shareholders, the ACD may defer all redemptions at any Valuation Point to the next Valuation Point where requested redemptions exceed 10% of the Fund’s value. This will allow the ACD to ma tch the sale of the Scheme Property to the level of redemptions. At the next such Valuation Point all deals relating to the earlier Valuation Point will be completed before those relating to a later Valuation Point are considered.
In specie cancellation In the event that a Shareholder requests the redemption or cancellation of Shares that the ACD considers substantial in relation to the total size of the Fund concerned, the ACD may, at its discretion, elect to satisfy the redemption request by the transfe r of an appropriate amount of the Scheme Property in specie to the Shareholder instead of paying the price of the Shares in cash.
A deal involving Shares representing 3% or more in value of a Fund will normally be considered substantial.
Before the proceeds of cancellation of the Shares become payable, the ACD will give written notice to the Shareholder that the Scheme Property will be transferred to that Shareholder.
The ACD, in consultation with the Depositary, will select the Scheme Property to be transferred. They must ensure that the selection is made with a view to achieving no greater advantage or disadvantage to the redeeming Shareholder than to continuing Share holders. Where a redemption request is received that is not substantial in relation to the total size of the Fund concerned, the ACD may, in its discretion after consultation with the Depositary, agree to an in specie cancellation with the relevant Shareho lder in accordance with the provisions set out above.
In the event of an in - specie cancellation, the ACD reserves the right to pass all costs associated with the transfer of such assets, including without limitation any applicable SDRT, directly onto the redeeming Shareholder.
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Converting and Switching Shares
Subject to any instructions on eligibility of investors in a particular Share Class, Shareholders are entitled to convert or switch some or all of their Shares of one Class (“ Original Shares ”) for Shares of another Class within the same Fund or for Shares of any Class within a different Fund (“ New Shares ”). A switch involves the redemption of the Original Shares and the purchase of the New Shares.
The number of New Shares issued will be determined by reference to the respective purchase prices of New Shares and redemption prices of Original Shares established with reference to the Valuation Point applicable when the Original Shares are redeemed and the New Shares are issued.
Subject to any restrictions on eligibility of investors in a particular Share Class:
− i nstructions for converting Shares may be given by telephoning the Administrator and Registrar’s Dealing Department on telephone number 0800 408 2065 or in writing to the Administrator and Registrar on fax number 0844 620 0002 ;
− i nstructions for switching Shares may be given by “ per se professional clients ” and “eligible counterparties” by telephoning the Administrator and Registrar’s Dealing Department on telephone number 0800 408 2065 or in writing to the Administrator and Registrar on fax number 0844 620 0002 ;
− other categories of investor (including “retail investors”) may effect a switch (or conversion) of Shares by engaging with the Administrator and Registrar through a professional adviser or other intermediary.
If a conversion or switch would result in the Shareholder holding a number of Original Shares or New Shares of a value which is less than the minimum holding in the Fund concerned, the ACD may, if it thinks fit, exchange the whole of the Shareholder’s holding of Original Shares to New Shares or refuse to effect any conversion or switch of the Original Shares. No conversion or switch will be made during any period when the right of Shareholders to require the redemption of their Shares is suspended. The general provisions on procedures relating to redemption will apply equally to a conversion or switch. Written instructions must be received by the Administrator and Registrar before the Cut - Off Time of the relevant Fund on a Dealing Day in the Fund or Funds concerned to be dealt with at the prices at the Valuation Point of the relevant Fund on that Dealing Day. Conversion and s witching requests received after a Cut - Off Time will be held over until the next Dealing Day in the relevant Fund or Funds.
The Administrator and Registrar may adjust the number of New Shares to be issued to reflect the application of any charge on switching together with any other charges or levies in respect of the application for the New Shares or redemption of the Original Shares as may be permitted pursuant to the COLL Sourcebook.
Shareholders subject to U.K. tax should note that a conversion or switch of Shares within the same Fund will generally not be treated as a disposal for the purposes of capital gains taxation. Switches of Shares between different Funds may be treated as a disposal for purposes of capital gains taxation and so may give ris e to a capital gains tax liability.
Cancellation rights will not be given on conversions or switches. Shareholders who convert or switch Shares of one Class for Shares of any other Class, or switch Shares of one Fund for shares of any other Fund, will not be given a right by law to withdraw from or cancel the transaction.
For the purposes of this section, “retail investors”, “ per se professional client” and “eligible counterparty” are as defined in the FCA Handbook.
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Suspension of Dealing in Shares
The ACD may, with the prior agreement of the Depositary or must, if the Depositary so requires, at any time temporarily suspend the purchase, cancellation, redemption , conversion and switching of Shares in any or all of the Funds if the ACD or the Depositary, as appropriate, is of the opinion that due to exceptional circumstances there is a good and sufficient reason to do so having regard to the interests of all Shareholders in t he Company and/or the relevant Fund.
If the redemption of Shares is suspended, the obligations contained in Chapter 6 of the COLL Sourcebook relating to the creation, cancellation, issue and redemption of Shares will cease to apply and the obligations relating to the valuation of Shares will be complied with only to the extent practicable in light of the suspension.
Appropriate notification of suspension will be given to Shareholders as soon as practicable after suspension commences. This notification will draw Shareholders’ particular attention to the exceptional circumstance which resulted in the suspension and tell them how to obtain further information on the suspension, which will be published on the ACD’s website or by other general means and will include sufficient details to keep Shareholders appropriately informed about the suspension including, if known, its likely duration. In accordance with the COLL Sourcebook, the FCA will also be immediately informed of the suspension and the reasons for it.
The ACD and the Depositary will review the suspension at least every 28 days and will inform the FCA of the results. The suspension will continue only for as long as it is justified having regard to the interests of the Shareholders and will cease as soon as practicable after the exceptional circumstances which resulted in the suspension have ceased.
Recalculation of Share prices will commence at the next relevant Valuation Point immediately after the period of suspension ends.
Governing Law
All deals in Shares are governed by English law.
ACD Dealing as Principal
The ACD will, on the completion of the valuation of each Fund, advise the Depositary of the price of Shares of that Fund. This is the price which the ACD has to pay to the Depositary for the issue of Shares and which the ACD will receive from the Depositar y upon the cancellation of Shares. The ACD deals as principal in these Shares and may hold Shares for its own account. However, Shares will generally only be held by the ACD to facilitate Share orders. Any profits or losses arising from such transactions s hall accrue to the ACD and not to the Fund. The ACD is under no obligation to account to the Depositary or to Shareholders for any profit it makes on the issue or re - issue of Shares or cancellation of Shares which it has redeemed.
Restrictions and Compulsory Transfer and
Redemption of Shares
General The ACD may from time to time impose such restrictions as it may think necessary to ensure that no Shares are acquired or held by any person in breach of the law or governmental regulation (or any interpretation of a law or regulation by a competent author ity) of any country or territory or otherwise contrary to any provision of this Prospectus. In connection with this, the ACD may reject in its discretion any application for the purchase, redemption , conversion or switching of Shares.
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In particular, the ACD may impose such restrictions in respect of “Non - Qualified Persons”, defined as any person to whom a transfer of Shares (legally or beneficially) or by whom a holding or acquisition of Shares (legally or beneficially) would or, in the opinion of the ACD, might:
(i) be in or constitute a breach of any law (or regulation by a competent authority) of any country or territory, or of any provision of this Prospectus, by virtue of which the person in question is not qualified or permitted to hold such Shares; or (ii) require the Company to be registered under any law or regulation whether as an investment fund or otherwise, or cause the Company to be required to apply for registration, or comply with any registration requirements in respect of any of its Shares, whethe r in the U.S. or any other jurisdiction; or (iii) cause the Company or its Shareholders some legal, regulatory, taxation, pecuniary or material administrative disadvantage or other adverse consequence which the Company or its Shareholders might not otherwise have incurred or suffered, which shall include, without limitation, subjecting the Company to any reporting or withholding obligation or liability under Sections 1471 - 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”); or (iv) result in the Company having more than 80 beneficial owners of its Shares (whether directly or by attribution pursuant to Section 3(c)(1)(A) of the U.S. Investment Company Act of 1940) who are U.S. Persons; or
subject to ( i ) through ( iv ) above, result in any direct or indirect beneficial interest in any Shares held by any U.S. Taxpayer (as defined below) other than (1) a “specified United States person” (as defined in Section 1473(3) of the Code) and (2) such other persons whose direct o r indirect ownership of Shares shall not, as determined by the ACD, subject the Company to any reporting or withholding obligation or liability under Sections 1471 - 1474 of the Code.
For these purposes, a “U.S. Taxpayer” includes: (i ) a U.S. citizen or resident alien of the United States (as defined for U.S. federal income tax purposes); (ii) any entity treated as a partnership or corporation for U.S. federal tax purposes that is created or organised in, or under the laws of, the Unit ed States or any state thereof (including the District of Columbia); (iii) any other partnership that is treated as a U.S. Taxpayer under U.S. Treasury Department regulations; (iv) any estate, the income of which is subject to U.S. income taxation regardle ss of source; and (v) any trust over whose administration a court within the United States has primary supervision and all substantial decisions of which are under the control of one or more U.S. fiduciaries. Persons who have lost their U.S. citizenship an d who live outside the United States may nonetheless, in some circumstances, be treated as U.S. Taxpayers.
If it comes to the notice of the ACD that any Shares are or may be owned or held legally or beneficially by a Non - Qualified Person (“affected Shares”) the ACD may give notice to the registered holder(s) of the affected Shares requiring either the transfer of such Shares to a person who is not a Non - Qualified Person or a request in writing for the redemption or cancellation of such Shares in accordance with the COLL Sourcebook. If any person upon whom such a notice is served does not, within 30 days after th e date of such notice, transfer the affected Shares to a person who is not a Non - Qualified Person or establish to the satisfaction of the ACD (whose judgement is final and binding) that he and the beneficial owner are not Non - Qualified Persons, he shall be deemed upon the expiration of that 30 - day period to have given a request in writing for the redemption or cancellation (at the discretion of the ACD) of all the affected Shares pursuant to the COLL Sourcebook.
A person who becomes aware that he has acquired or holds affected Shares as described above shall forthwith, unless he has already received a notice from the ACD as above, either transfer the affected Shares to a person qualified to own them or give a requ est in writing for the redemption or cancellation of such Shares pursuant to the COLL Sourcebook.
The Company may refuse to register a transfer of Shares.
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U.S. Persons The Shares have not been and will not be registered under the U.S. Securities Act of 1933 as amended (“Securities Act”) and, subject to certain exceptions, may not be offered or sold in the U.S. or offered or sold to U.S. Persons. The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended. The ACD has not been and will not be registered under the U.S. Investment Advisers Act of 1940.
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Valuation
Valuation The price of a Share is calculated by reference to the Net Asset Value of the Fund to which it relates and the basis of calculation of Net Asset Value is summarised in Appendix 2.
The ACD will carry out a valuation of each Fund with the frequency and at the Valuation Points detailed in Appendix 1 .
The ACD reserves the right, subject to prior approval from the Depositary, to:
(i) value the property of all or any of the Funds at an alternative time on any day; and
(ii) suspend valuation of the property of a Fund at any time when the buying, selling , converting and switching of Shares is suspended.
Fair value pricing policy Where the ACD, or its appointed investment adviser, considers that no reliable price exists for a share in a collective investment scheme or for a security or investment at a Valuation Point, the ACD, or its appointed investment adviser, may value an inves tment at a price that in its opinion reflects a fair and reasonable price for that investment (the fair value price). The circumstances which may prompt the ACD, or its appointed investment adviser, to apply fair value prices may include, but are not limit ed to, no recent transaction in the relevant security, the occurrence of a market closure or suspension including by way of a national or declared holiday, the suspension of dealings in securities (including in a collective investment scheme) or the occurr ence of a significant event since the most recent market closure or the valuation point at which one or more of the underlying funds or investments is valued.
The ACD, or its appointed investment adviser, may adjust values for individual securities, sectors, geographic areas or units in collective investment schemes. Adjustment for sectors, geographic areas or units in collective investment schemes will be based upon the percentage movement in a benchmark index or composite index or part thereof, one or more exchange traded funds or such other publicly available comparator which the ACD, or its appointed investment adviser, believes is correlated to part or the w hole of a relevant Fund’s value. The ACD, or its appointed investment adviser, will determine the threshold at which any adjustment will be applied.
Special valuations The ACD, or its appointed investment adviser, may carry out an additional valuation of the property of a Fund at any time during a Dealing Day if it considers it desirable to do so and may carry out special valuations in certain circumstances (which the AC D, or its appointed investment adviser, may treat as not creating a Valuation Point for dealing purposes), including, without limitation, the following:
(i) where necessary for the purposes of effecting a scheme of reconstruction or amalgamation; or
(ii) on the day on which the annual or half - yearly accounting period ends.
Share Prices
Pricing basis The Company deals on a forward - pricing basis at Share prices which are calculated with reference to the next Valuation Point determined for the Scheme Property after the purchase, redemption , conversion or switch of Shares is agreed.
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Shares are priced on a single, mid - market basis in accordance with the FCA Handbook.
Calculation of Share prices There will only be a single price for any Share as determined from time to time by reference to a particular Valuation Point.
The price of Shares of a relevant Class is calculated by reference to the Net Asset Value of the Fund to which it relates, as adjusted by any dilution adjustment (further details of which are set out in the “Dilution Adjustment” section below ) . In addition, as set out in Appendix 1, for purchases, there may be a preliminary charge and for redemptions, there may be a redemption charge.
Publication of prices Daily prices for each Fund of the Company will be published on https://www.vanguard.co.uk/uk fund - directory and may be published on www.ft.com , and/or on such other websites and publications as may be determined by the ACD from time to time.
Shareholders can obtain up - to - date Fund prices free of charge by telephoning the Administrator and Registrar at 0800 408 2065 or by fax on 0844 620 0002.
As the ACD deals on a forward - pricing basis, the price that appears in these sources will not necessarily be the same as the one at which investors can currently deal. The ACD may also, at its sole discretion, decide to publish certain Share prices on othe r third - party websites or publications but the ACD does not accept responsibility for the accuracy of the prices published in, or for the non - publication of prices by, these sources for reasons beyond the control of the ACD.
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Dilution Adjustment
The actual cost of purchasing Shares in a Fund may be higher or lower than the mid - market value used in calculating the Share price. These costs may include dealing costs such as brokerage charges, commissions and transfer taxes (including SDRT (as applica ble)), and the effects of dealing at prices other than the mid - market price. When investors purchase and redeem Shares, such charges and the dealing spread can have a materially disadvantageous effect on a Shareholder’s interest in a Fund, known as “diluti on”. In order to mitigate the effect of dilution, the ACD may determine, at its discretion, to make a dilution adjustment in calculating the dealing price of Shares of a Fund (a policy called “swing pricing”).
When applying a dilution adjustment, the ACD will calculate the Net Asset Value for the relevant Fund, and then adjust or “swing” the Net Asset Value with reference to the rate of the applicable dilution adjustment. These swings are intended to protect non - dealing Shareholders in the Funds from the impact of transaction charges and dealing spreads (as described above) triggered by dealing investors. The ACD will not benefit from the operation of its swing pricing policy and a dilution adjustment will only b e applied for the purpose of reducing dilution in the interests of all Shareholders and potential Shareholders in the Fund.
As dilution is directly related to the inflows and outflows of monies in a Fund, it is not possible to predict accurately whether dilution will occur at any point in time, or to predict accurately how frequently the ACD will make a dilution adjustment to t he dealing price of Shares. However, the ACD's current policy is that it will normally make a dilution adjustment when there are net purchases or net redemptions of Shares on a Dealing Day that exceed a pre - determined level (the “ Swing Threshold ”) and if, in its opinion, Shareholders may otherwise be materially adversely affected. In respect of the Vanguard FTSE U.K. Equity Income Index Fund, the Vanguard Global Equity Fund , the Vanguard Global Equity Income Fund, the Vanguard Global Emerging Markets Fund, the Vanguard ActiveLife Climate Aware 40 ‑ 50% Equity Fund, the Vanguard ActiveLife Climate Aware 60 ‑ 70% Equity Fund, the Vanguard ActiveLife Climate Aware 80 ‑ 90% Equity Fund and the Vanguard Global Capital Stewards Equity Fund , the ACD currently anticipates that a dilution adjustment will regularly be applied when the Funds experience cash flows. In respect of the Vanguard FTSE Global All Cap Index Fund, the Vanguard U.K. Inflation - Linked Gilt Index Fund, the Vanguard U.K. Long Duration Gilt Index Fund , the Vanguard FTSE Developed World ex - U.K. Equity Index Fund , the Vanguard FTSE Developed Europe ex - U.K. Equity Index Fund , the Vanguard U.S. Equity Index Fund and the Vanguard ESG Screened Developed World All Cap Equity Index Fund (UK) , the ACD currently anticipates that a dilution adjustment will only be applied when the Funds experience large cash flows.
The direction in which the Net Asset Value is swung will depend on whether there are net purchases or net redemptions in the Fund on the relevant Dealing Day. For example, if the relevant Fund is experiencing net inflows (i . e ., the aggregate number of Shares purchased exceeds the number of Shares redeemed), and the Swing Threshold has been reached, its Net Asset Value may be swung upwards as the dilution adjustment would increase the price of Shares above their Net Asset Value per Share. Conversely, where the aggregate number of Shares redeemed in the Fund exceeds the number of Shares purchased (net redemptions), and the Swing Threshold has been reached, the Net Asset Value may be swung downwards as the dilution adjustment would reduce the price of Shares to below their Net Asset Value per Share. Where the Swing Threshold has been reached on a Dealing Day, t he adjusted dealing price of Shares of the Fund will be applicable to all transactions on that Dealing Day. In specie transfers will not be taken into account when determining any dilution adjustment, and any incoming portfolio will be valued on the same b asis as the relevant Fund is priced.
As the estimated costs of buying and selling the underlying investments of a Fund can vary with market conditions, the amount of the dilution adjustment can vary over time and may vary from Fund to Fund. Based on historical data, the ACD does not anticipate that the dilution adjustment
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will exceed 2% of the Net Asset Value of any Fund; however, the ACD reserves the right to adjust this figure at any time in the event of exceptional market conditions or in any case where it is of the opinion that the interests of Shareholders require the imposition of a higher level of adjustment.
Even where the Swing Threshold has been met, t he ACD may in its discretion decide not to make a dilution adjustment if it considers that the benefits to Shareholders of not making one outweigh the detriments. Where a Fund is experiencing net purchases or net redemptions of Shares and a dilution adjust ment is not applied, there may be an adverse impact on the Shareholders of the Fund.
The Swing Threshold and the ACD’s policy to swing the dealing price will be reviewed regularly and may change. The ACD’s decision as to whether or not to make a dilution adjustment at any time, and as to the level of adjustment made either in particular circumstances or generally, wi ll not prevent it from making a different decision in similar circumstances at a later time.
In the event that a dilution adjustment is applied to the Net Asset Value on any particular Dealing Day in accordance with the criteria outlined above, the Net Asset Value per Share of each class of Shares, prior to the application of the dilution adjustme nt, will be available to Shareholders on request.
SDRT provision The Funds will generally owe SDRT on purchases of U.K. stocks.
The cost of SDRT may be met directly from the Scheme Property or recovered from Shareholders on the purchase or redemption of Shares in a Fund.
The ACD’s current policy is that all SDRT charges are paid directly from the Fund’s Scheme Property at the applicable rate (currently 0.5%). Where a charge to SDRT arises as a result of subscriptions and redemptions in the Funds, this is currently included in the dilution adjustment calculation, as set out above. However, the ACD reserves the right to recover any such SDRT charge directly from investors on the purchase or redemption of Shares.
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Risk Factors
Investment in any Fund involves a degree of risk. While there are some risks that may be common to a number or all of the Funds, there may also be specific risk considerations that apply to particular Funds. Investors should consider the following risk fac tors before investing in any Fund. Risk factors apply directly to each Fund in connection with investments it holds or strategies it undertakes and, indirectly, through any collective investment schemes in which each Fund may invest. The value of Shares ma y go down as well as up, and investors may not get back the amount invested or any return on an investment. There can be no assurance that any Fund will achieve its investment objective. Upon request by any Shareholder, information relating to risk managem ent methods employed for any Fund, including the quantitative limits that are applied and any recent developments in the risk and yield characteristics of the main categories of investments, may be provided to such Shareholder.
Past performance Past performance does not necessarily indicate future performance. It can in no way provide a guarantee of future returns.
For Funds which are newly established, historical performance may not be available.
Stock market risk The investments of a Fund are subject to normal market fluctuations and the risks inherent in investment in international securities markets, and there can be no assurances that appreciation will occur. Funds that invest in stocks are subject to stock mark et risk, which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices.
Investment style risk Funds are subject to investment style risk, which is the chance that returns from the types of stocks in which a Fund invests will trail returns from the overall stock market. Specific types of stocks tend to go through cycles of doing better or worse than the stock market in general. These periods have, in the past, lasted for as long as several years, and there can be no assurances that appreciation will occur.
Index - related risk s Funds that track an index as part of their investment objective are subject to the following risks:
• Sampling risk – As it may be inefficient or impracticable to hold all of the component securities of the index tracked by a passively - managed Fund and to reflect exactly their proportionate index weightings (an indexing strategy called “full replication”), certain Funds i nstead use an index “sampling” process of selecting securities, either as the primary investment strategy or occasionally when full replication is not practicable. Where this limited replication strategy is employed, the Fund holds a representative sample of securities which approximates the full index in terms of key risk factors and other characteristics. These factors include price/earnings ratio, industry weights, country weights, market capitalisation, dividend yield, and other financial characteristic s of stocks. While a sampling Fund keeps currency, country, industry sector and sub - sector exposure within tight boundaries compared with that of its index, there is the risk that the securities selected for the Fund, in the aggregate, will not provide inv estment performance matching that of the relevant index.
• Tracking risk – A passively - managed Fund is not expected to track or replicate the performance of its respective index at all times with perfect accuracy. Each Fund is, however, expected to provide investment results which, before expenses, generally correspond to the pri ce and yield performance of its respective index. Although the Investment Adviser will regularly monitor the level of correspondence of the performance of
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a Fund with the performance of the relevant index ( i.e., the “tracking accuracy”), there can be no assurance that any Fund will achieve any particular level of tracking accuracy. The annual and semi - annual reports of the Company will disclose the level of tracking accuracy for each Fund over the relevant period s. The annual report of the Company will also provide an explanation of any divergence between anticipated and realised Tracking Error for the relevant period.
The following factors may adversely affect the tracking by a Fund of its respective index:
(a) a Fund must pay various expenses, while an index does not reflect any expenses; (b) a Fund must comply with regulatory constraints, such as the Investment and Borrowing Restrictions (as set out in Appendix 3), that do not affect the calculation of its respective index; (c) the existence of uninvested assets in the Fund (including cash and deferred expenses); (d) the timing difference between when an index reflects the event of dividends and when a Fund reflects the event of dividends; (e) the temporary unavailability of certain securities comprising an index; (f) the presence of small, illiquid components in an index which the Fund may not be able to, or may cho o se not to, acquire; (g) the extent to which a Fund is not invested identically in respect of the composition and/or weighting of the component securities of its respective index, and to which securities in which it is underweighted or overweighted in relation to the index perform differently from the index as a whole; and (h) the extent to which dividends are reinvested in a Fund.
In seeking to track an index, the Investment Adviser will not normally reduce or increase a Fund’s holdings in or exposure to any component security of an index when to do so would reduce the tracking accuracy. Therefore, if an index security is decreasing in value, the Fund will generally continue to hold such security (or any other securities which give exposure or equivalent price performance to such security’s price performance) until the weight of the security is reduced in the index, or the security i s removed from the index, by the index provider.
For the avoidance of doubt, it is at the discretion of the Investment Adviser as to when to dispose of a security after it ceases to form part of an index.
A Fund will purchase and sell securities having regard to the effect on portfolio turnover. Higher portfolio turnover will cause a Fund to incur additional transaction costs.
• Accuracy risk – Where a Fund, in order to meet its investment objective, seeks to achieve a return which corresponds generally to the price and yield performance, before fees and expenses, of the relevant benchmark index (the “Benchmark Index”) as published by the relevan t index provider, there is no assurance that the index provider will compile the Benchmark Index accurately, or that the Benchmark Index will be determined, composed or calculated accurately. While the index provider does provide descriptions of what the B enchmark Index is designed to achieve, the index provider does not provide any warranty or accept any liability in relation to the quality, accuracy or completeness of data in respect of the Benchmark Index, and does not guarantee that the Benchmark Index will be in line with the described index methodology.
The ACD, the Investment Adviser s , the Company and affiliates do not provide any warranty or guarantee for index provider errors. Errors in respect of the quality, accuracy and completeness of the data may occur from time to time and may not be identified and corrected for a period of tim e, particularly where the indices are less commonly used. Therefore gains, losses or costs associated with index provider errors will be borne by the Funds and their investors. For example, during a period where the Benchmark Index
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contains incorrect constituents, a Fund tracking such published Benchmark Index would have market exposure to such constituents and would be underexposed to the constituents that should have been included in the Benchmark Index. As such, errors may result in a negative or positive performance impact to the Funds and their investors. Investors should understand that any gains from index provider errors will be kept by the Funds and their investors and any losses resulting from index provider errors will be b orne by the Funds and their investors.
• Unscheduled rebalancing risk – Apart from scheduled rebalances, the index provider may carry out additional ad hoc rebalances to the Benchmark Index in order, for example, to correct an error in the selection of index constituents. Where the Benchmark Index of a Fund is rebalanced and t he Fund in turn rebalances its portfolio to bring it in line with its Benchmark Index, any transaction costs (including any capital gains tax and/or transaction taxes) and market exposure arising from such portfolio rebalancing will be borne directly by th e Fund and its investors.
Unscheduled rebalances to the Benchmark Indices may also expose the Funds to tracking error risk, which is the risk that its returns may not track exactly those of the Benchmark Index (see “Tracking risk” for more detail). Therefore, errors and additional ad hoc rebalances carried out by the index provider to a Benchmark Index may increase the costs and market exposure risk of the relevant Fund.
• Screening risk – Where specified in Appendix 1, a Fund may track an index which screens out possible investments if they do not meet certain criteria. This may affect the Fund’s exposure to certain issuers and cause the Fund to forego certain investment opportunities relat ive to non - screened indices which cover the same broad universes but which do not apply such screens. Therefore, the relevant Fund may: (a) perform differently to other funds, including underperforming funds that track non - ESG indices which do not seek to screen investments in this way ; or (b) experience a higher degree of Tracking Error from the non screened parent index as a result of the application of the screen as excluded companies may, or may not contribute significantly to the non - screened parent index’s overall performance. Deta ils of the screening process for the relevant Funds can be found in Appendix 1.
Investors should also note that where a Fund uses derivatives , such derivatives on an index (e.g., swaps, futures) may provide indirect exposure to some underlying constituents which may not meet the relevant criteria applied by the relevant index tracked by the Fund. Similarly, where a Fund engages in stock lending transactions for e fficient portfolio management purposes, the Fund may receive collateral which may not meet the relevant criteria applied by the relevant index tracked by the Fund.
Sustainab ility Risk Sustainability risks can be singular in their own right or may combine with, exacerbate or contribute to other risks such as market risks, liquidity risks or operational risks and , if they occur, could cause an actual or potential material negative impact on the performance or returns of a Fund . E xamples of each of these risks may include, but are not limited to, climate change (environmental), human rights violations (social) and executive compensation (governance).
Assessment and Mitigation of Sustainability Risks
Vanguard, through its Investment Stewardship activities, scrutinises how portfolio companies and their boards within the internally - managed equity funds oversee, manage and disclose material sustainability risks applicable to their respective businesses, t o protect clients’ investments, and to help promote long - term shareholder value. For more information, see the “ Sustainable Finance ” section above.
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Investment adviser risk Each Fund is subject to the risk that the Investment Adviser (or a sub - investment adviser) may do a poor job of selecting investments.
Active management risk Where indicated in Appendix 1 , a Fund’s assets will be actively managed by the Investment Adviser and / or sub - investment adviser(s), based on the expertise of individual fund managers, who will have discretion (subject to the Fund’s investment restrictions) to select investments which it considers will enable the Fund to achieve its objective. There is no guarantee that the Fund’s investment objective will be achieved based on the investments chosen.
Unlisted securities risk The Funds may invest in unlisted securities. Because of the absence of a trading market for these investments, it may take longer, or may not be possible, to liquidate these positions. Accordingly, the ability of the Fund to respond to market movements may be impaired and the Fund may experience adverse price movements upon liquidation of its investments, which increases the capital risk. Although these securities may be resold in privately negotiated transactions, prices realised on these sales could be less than those originally paid by the Fund. Settlement of transactions may be subject to dealing and administrative uncertainties. Further, companies wh ose securities are not publicly traded will not generally be subject to public disclosure and other investor protection requirements applicable to publicly traded securities. The lack of publicly available information and an actively traded market in unlis ted securities will give rise to uncertainty in valuing such securities. In addition, unlisted securities of US entities may also be illiquid due to the need for an exemption from registration under applicable federal and state securities laws .
Country risk Country risk is the chance that domestic events – such as political upheaval, financial troubles, or natural disasters – will weaken a country’s securities markets. The value of the assets of a Fund may be affected by uncertainties such as political develo pments, changes in government policies, taxation, restrictions on foreign investment and currency repatriation, currency fluctuations and other developments in applicable laws and regulations.
Foreign taxes risk: the Company may be liable to taxes (including withholding taxes) in countries other than the UK on income earned and capital gains arising on its investments in those countries. The Company may not be able to benefit from a reduction in the rate of such foreign tax by virtue of the double taxation treaties between the UK and other countries. The Company may not, therefore, be able to reclaim any foreign withholding tax suffered by it in particular countries. If this position changes and the Company obtains a repayment of foreign tax, the Net Asset Value of the Company will not be restated and the benefit will be allocated to the then - existing Shareholders rateably at the time of repayment.
Emerging markets risk There are certain risks involved in investing in securities of companies and governments of emerging market countries that are in addition to the usual risks inherent in investment in securities of more - developed countries. Investments in emerging markets may be more volatile than investments in more developed markets.
Some of these markets may have relatively unstable governments, economies based on only a few industries, and securities markets that trade only a limited number of securities. Many emerging markets do not have well developed regulatory systems and disclos ure standards may be less stringent than those of developed markets.
The risks of expropriation, nationalisation and social, political and economic instability are likely to be greater in emerging markets than in more developed markets.
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The following is a brief summary of some of the more common risks associated with emerging markets investment:
• Fraudulent Securities – G iven the lack of a regulatory structure it is possible that securities in which investments are made may be found to be fraudulent. As a result, it is possible that loss may be suffered.
• Currency Exchange Rate Fluctuations – S ignificant changes in the currencies of the countries in which investments are made may occur following the investment of a Fund in these currencies. These changes may impact the total return of the Fund to a significant degree. In respect of currencies of certain emerging countries, it is not possible to undertake currency hedging techniques.
• Settlement and Custody Risks – S ettlement and custody systems in emerging markets are not as well developed as those in developed markets. Standards may not be as high and supervisory and regulatory authorities not as sophisticated. As a result there exists the risk that settlement may b e delayed and that cash or securities could be disadvantaged.
• Investment and Remittance Restrictions – I n some cases, emerging markets may restrict the access of foreign investors to securities. As a result, certain equity securities may not always be available to a Fund because the maximum permitted number of or investment by foreign shareholders has been r eached. In addition, the outward remittance by foreign investors of their share of net profits, capital and dividends may be restricted or require governmental approval.
• Accounting – A ccounting, auditing and financial reporting standards, and other regulatory practices and requirements (in terms of the nature quality and timeliness of information disclosed to investors) applicable to companies in emerging markets are often less rigorous than those applicable in more developed markets. Accordingly, investment possibilities may be difficult to properly assess.
Currency risk
Currency risk is the chance that changes in currency exchange rates will unfavourably affect the value of the investments held by a Fund relative to investors’ home currencies.
The Net Asset Value per Share will be computed in the base currency of the relevant Fund or Class, whereas the investments held for the account of that Fund may be acquired in other currencies. The base currency value of the investments of a Fund designate d in another currency may rise and fall due to exchange - rate fluctuations in respect of the relevant currencies. Adverse movements in currency exchange rates can result in a decrease in return and a loss of capital. The investments of each Fund may be full y hedged to its base currency. Currency hedging transactions, although potentially reducing the currency risks to which a Fund would otherwise be exposed, involve certain other risks, including the risk of a default by a counterparty.
Where a Fund enters into “cross hedging” transactions (for example, utilising a currency different from the currency in which the security being hedged is denominated), the Fund will be exposed to the risk that changes in the value of the currency used to hedge will not correlate with changes in the value of the currency in which the securities are denominated, which could result in losses for both the hedging transaction and the Fund securities.
Liquidity risk
The ACD’s ability to invest and liquidate the assets of Funds in smaller companies may, from time to time, be restricted by the liquidity of the market for smaller company securities in which the Fund, or any collective investment scheme in which the Fund is invested, is invested.
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Bond and fixed interest securities risk
Funds that invest in bonds and other fixed interest securities are subject to the following risks:
• Interest rate risk – which is the chance that bond prices overall will decline because of rising interest rates.
• Income risk – which is the chance that a Fund’s income will decline because of falling interest rates.
• Credit risk – which is the chance that a bond issuer will fail to pay interest and principal in a timely manner, or that negative perceptions of the issuer’s ability to make such payments will cause the price of that bond to decline.
• Call risk – which is the chance that during periods of falling interest rates, issuers of callable bonds may call (repay) securities with higher coupons or interest rates before their maturity dates. The Fund would then lose potential price appreciation and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Fund’s income. For mortgage - backed securities, this risk is known as prepayment risk.
In addition, investments in fixed interest securities which are below investment grade may result in a Fund, or a collective investment scheme in which a Fund invests, having a greater risk of loss of principal and/or interest than an investment in debt securities which are deemed to be investment grade or higher.
Derivative Instruments risk
The Funds may employ certain derivatives for the purposes of efficient portfolio management (including hedging) as described under “Portfolio Investment Techniques” in Appendix 4 , and, where expressly stated, in order to achieve the investment objective and policy of each Fund. The aim of any derivative or forward used for such reasons is not to alter materially the risk profile of the Fund; rather, their use is to assist the ACD in meeting the investment objectives of each Fund as set out in Appendix 1. Currently, the investment policy of each Fund provides that it may use derivatives for efficient portfolio management or hedging purposes, but not for purposes of investment.
Generally, a derivative is a financial contract of which the value depends upon, or is derived from, the value of an underlying asset, reference rate or index, and which may relate to stocks, bonds, interest rates, currencies or currency exchange rates, commodities, and related indices. There is no assurance tha t any derivative strategy used by a Fund will succeed. The risks associated with the use of derivatives are different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments.
The following risks are particularly relevant in terms of the use of derivatives :
Correlation risk. k. Although the ACD believes that taking exposure to underlying assets through the use of derivatives will benefit Shareholders in certain circumstances, by reducing operational costs and creating other efficiencies, there is a risk that the performance of a Fund will be imperfectly correlated with the performance that would be generated by investing directly in the underlying assets.
Cost and taxation risk Where a Fund seeks to obtain economic exposure to certain securities through derivatives, it may be more costly than owning securities of the issuer directly and / or result in tax outcomes to a Fund that may affect the amount, timing and character of distributions to Shareholders. The taxation of derivatives can be complex and, depending upon the type and amount of derivatives employed by a Fund, the tax outcomes of using derivatives could differ to the tax outcomes that result from direct exposure to impacted securities.
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Interest rate risk. k. These are risks primarily associated with the chance that the market value of derivatives held by a Fund will decline because of rising interest rates. Interest rate risk will be high for a Fund which invests mainly in long - term zero coupon swaps, whose prices are more sensitive to interest rate changes than are the prices of intermediate bonds .
Management risk. k. D erivatives are highly specialised instruments that require investment techniques and risk analyses different from those associated with stocks and bonds. The use of derivatives requires an understanding not only of the underlying instrument but also of the derivative itself, without the benefit of observing the performance of the derivative under all possible market conditions.
Credit risk. k. The use of derivatives involves the risk that a loss may be sustained as a result of the failure of another party to the contract ( usually referred to as the “counterparty”) to make required payments or otherwise comply with the contract’s terms. Counterparties to these transactions are therefore required to provide collateral, in the form of cash or securities, to protect the Company and th e relevant Fund against the risk of the counterparty’s default.
There is also the risk that, due to a significant change in the value of the derivative because of market conditions, the collateral posted by the counterparty would not be sufficient to cover the counterparty’s obligations under the derivatives , should the counterparty become insolvent, bankrupt or default prior to the receipt of additional collateral. This may result in substantial losses to the Company and the relevant Fund. The Company maintains collateralisation policies to mitigate counterp arty risk, including as follows:
• cash or securities held by the relevant Fund or by the counterparty, as applicable, are posted as collateral to cover daily mark - to - market changes to the value of the derivatives portfolio , and specific haircut policies will apply depending on collateral type and risk associated with the underlying security;
• based on changes in the market value of each derivative transaction, collateral is posted, or received, daily on a net basis, to ensure that the value of the collateral covers the relevant Fund’s mark - to - market exposure to the counterparty; and
• in the event of a counterparty default, collateral held is immediately available (without recourse) to cover the relevant Fund’s current mark - to - market exposure to a counterparty.
Additionally, credit default swaps could result in losses if the Investment Adviser does not correctly evaluate the creditworthiness of the company on which the credit default swap is based.
Collateral reinvestment risk There is a risk that cash collateral reinvestment could result in a reduction of the value of the collateral capital (because the investment declines in value). This, in turn, may cause losses to the Company and the relevant Fund because they are obliged t o return collateral to the counterparty. In order to manage this risk, the Company reinvests cash collateral in accordance with the guidelines set out in Appendix 4 . Liquidity risk This risk exists when a particular derivative is difficult to purchase or sell. If a derivative transaction is particularly large or if the relevant market is illiquid (as in the case with many OTC derivatives), it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price.
Pricing risk This risk exists when a particular derivative becomes extraordinarily expensive relative to historical prices or the prices of corresponding cash market instruments. Under certain market conditions, it may not be economically feasible to initiate a transaction or liquidate a position in time to avoid a loss or to take advantage of an opportunity.
Gearing (or leverage) risk Because many derivatives have a leveraged component, adverse changes in the value or level of the underlying asset, reference rate or index can result in a loss
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substantially greater than the amount invested in the derivative itself. The Company’s Funds are managed on a non - geared basis unless otherwise specified for any Fund in Appendix 1 .
Market risk Like most other investments, derivatives are subject to the risk that the market value of the instrument will change in a way detrimental to the Fund’s interests. While hedging strategies involving derivatives can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favourable price movements in other portfolio investments. A Fund may also have to buy or sell a security at a disadvantageous time or price b ecause it is legally required to maintain offsetting positions or asset coverage in connection with certain derivative transactions.
Settlement risk Derivative markets will have different clearance and settlement procedures and in certain markets there have been times when settlements have been unable to keep pace with the volume of transactions, thereby making it difficult to conduct such transactions. Delays in settlement could result in temporary periods when assets of the Fund are uninvested and no return is earned thereon. A Fund’s inability to make intended purchases due to settlement problems could cause it to miss attractive investment opportunities. Inability to dispose of portfolio securities due to settlement problems could result either in losses to the Fund due to subsequent declines in the value of the security or, if the Fund has entered into a contra ct to sell the security, it could result in a possible liability of it to the purchaser.
Legal risk The terms of OTC derivatives are generally established through negotiation between the parties thereto. While therefore more flexible, OTC derivatives may involve greater legal risk than exchange - traded instruments, which are standardised as to the underlying instrument, expiration date, contract size and strike price, as there may be a risk of loss if the OTC derivatives are deemed not to be legally enforceable or are not documented correctly. There may also be a legal or documentation risk that the parties to the OTC derivatives may disagree as to the proper interpretation of its terms. If such a dispute occurs, the cost and unpredictability of the legal proceedings required for a Fund to enforce its contractual rights may lead the Fund to decide not to pursue its claims under the OTC derivatives . A Fund thus assumes the risk that it may be unable to obtain payments owed to it under OTC arrangements, and that those payments may be delayed or made only after the Fund has incurred the costs of litigation. Further, legal, tax and regulatory changes c ould occur which may adversely affect a Fund. The regulatory and tax environment for derivatives is evolving, and changes in the regulation or taxation of derivatives may adversely affect the value of such instruments held by the Fund and the Fund’s ability to pursue its trading strategies.
The Company employs a risk management process which enables it to accurately identify, measure, monitor and manage the various risks associated with its own use of derivatives . For further information, see “Risk Management” in Appendix 3 .
Derivatives held in Funds will be accounted for and taxed in accordance with the Statement of Recommended Practice for Open - Ended Investment Companies. The way in which HMRC taxes derivatives held in collective investment schemes may change, which could adversely affect the tax paid by these Funds.
Plain Talk About Derivatives
Derivatives can take many forms. Some forms of derivatives, such as exchange - traded futures and options on securities or indexes, have been trading on regulated exchanges for decades. These types of derivatives are standardised contracts that can easily be bought and sold, and whose market values are determined and published daily. Non - standardised derivatives (such as swap agreements), on the other hand, tend to be more specialised or complex, and may be harder to value, and the impact to a Fund may be gre ater where complex derivatives are used.
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Futures contracts risk
Positions in futures contracts may be closed out only on an exchange that provides a secondary market for such futures. However, there can be no assurance that a liquid secondary market will exist for any particular futures contract at any specific time. T hus, it may not be possible to close a futures position. In the event of adverse price movements, a Fund would continue to be required to make daily cash payments to maintain its required margin. In such situations, if the Fund has insufficient cash, it may have to sell portfolio securities to meet daily margin requirements at a time when it may be disad vantageous to do so. In addition, a Fund may be required to make delivery of the instruments underlying the futures contracts it holds. The inability to close options and futures positions also could have an adverse impact on the ability to effectively hed ge the Fund.
A Fund may minimise the risk that it will be unable to close out a futures contract by entering into contracts that are traded on eligible futures exchanges and for which there appears to be a liquid secondary market.
The risk of loss in trading futures contracts in some strategies can be substantial, due both to the low margin deposits required and the extremely high degree of leverage involved in futures pricing. As a result, a relatively small price movement in a fut ures contract may result in immediate and substantial loss (or gain) to the investor. Thus, a purchase or sale of a futures contract may result in losses in excess of the amount of investment in the contract itself. The relevant Fund also bears the risk th at the Investment Adviser will incorrectly predict future stock market trends. However, because the futures strategies of each Fund are currently engaged in only for efficient portfolio management purposes, the Company does not believe that the Funds are s ubject to the risks of loss frequently associated with futures transactions.
A Fund would generally have sustained comparable losses if, instead of the futures contract, it had invested in the underlying financial instrument and sold it after the decline.
Utilisation of futures transactions by a Fund involves the risk of imperfect or no correlation where the securities underlying the futures contracts have different maturities than the securities being hedged. It is also possible that a Fund could both lose money on futures contracts and experience a decline in the value of its securities. There is also a risk of loss by a Fund of margin deposits in the event of the bankruptcy of a broker with whom the Fund has an open position in a futures contract or relat ed option.
Investment techniques risk
There are certain investment risks that apply in relation to techniques and instruments that the Investment Adviser may employ for efficient portfolio management purposes, as described in Appendix 4 . To the extent that the Investment Adviser's expectations in employing such techniques and instruments are incorrect, a Fund may suffer a substantial loss with an adverse effect on the Net Asset Value per Share.
A Fund's ability to use such techniques and instruments may be limited by market conditions, regulatory limits, and tax considerations. Use of these techniques involves certain special risks (in addition to those described elsewhere in this “Risk Factors” section), including:
(i) dependence on the Investment Adviser's ability to predict movements in the price of securities being hedged and movements in interest rates; (ii) imperfect correlation between movements in the securities or currency on which a futures or options contract is based and movements in the securities or currencies in the relevant Fund; (iii) the absence of a liquid market or of accurate pricing information for any particular instrument at any particular time; (iv) the fact that, while a Fund may not be leveraged or geared in any way through the use of derivatives, the degree of leverage inherent in futures trading (that is, the low margin
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deposits normally required in futures trading) means that a relatively small price movement in a futures contract may result in an immediate and substantial loss to the Fund; and (v) possible impediments to effective portfolio management or the ability to meet redemption requests or other short - term obligations because of the percentage of a Fund's assets segregated to cover its obligations.
Repurchase and reverse repurchase agreements risk
If the seller of a repurchase agreement fails to fulfil its commitment to repurchase the security in accordance with the terms of the agreement, the relevant Fund may incur a loss to the extent that the proceeds realised on the sale of the securities are l ess than the repurchase price. If the seller becomes insolvent, the transaction may be subject to regulatory stays and moratoriums, which may result in a delay in a Fund’s ability to liquidate the collateral notwithstanding the title transfer provided under the terms of the agreement . The relevant Fund may experience both delays in liquidating the underlying securities and losses during the period while it seeks to enforce its rights thereto, including possible sub - normal levels of income and lack of access to income during the period and expenses in enforcing its rights.
Likewise with reverse repurchase agreements , there are risks of counterparty insolvency and decline in the market value of the securities at which the Fund is obliged to repurchase such securities under the agreement.
Stock lending arrangements risk
Counterparty risk: Counterparty risk exists when a Fund may be exposed to credit risk on the counterparties with which it makes stock lending arrangements. The risk is that the borrower of securities will default on its obligation to return the securities, which could result in losses to the Company and the relevant Fund. Borrowers are therefore required to provide collateral in the form of cash or securities to protect the Company against the risk of default.
The Company maintains collateralisation policies to mitigate counterparty risk, including the following:
• ensuring that the value of the collateral required exceeds the market value of securities on loan for each security loan entered into by the Company;
• collateral is posted, or received, on a daily basis, based on changes in the market value of each security loan, to ensure that the value of the collateral held exceeds the market value of the securities on loan; and
• in the event of counterparty default, the collateral held is immediately available to the Company (without recourse) and it will be used to buy the securities lent but not returned.
While the Funds engage in conservative collateralisation policies intended to ensure that all stock lending is fully collateralised, to the extent that any stock lending is not fully collateralised (for example, due to timing lags associated with the posting of cash collateral), a Fund will have a credit risk exposure to the counterparty of a stock lending contract.
Additional risk mitigation against counterparty default is provided through: (i) contractual protections in the event of default of a counterparty; and (ii) ongoing monitoring of the creditworthiness of counterparties.
Collateral reinvestment risk: the risk that collateral cash reinvestment could result in a reduction of the value of the collateral capital (because the investment declines in value). This, in turn, may cause losses to the Company and the relevant Fund because it is obliged to return collateral equivalent to the value of the returned security. In order to manage this risk, the Company reinvests cash collateral in accordance with the guidelines set out in Appendix 4 .
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It is important to understand that, when a stock lending contract is entered into, the lender has the ability to recall the loan at any time, and the borrower has the ability to return the security to the lender at any time. To the extent that collateral may need to be returned at any time, it is importa nt that the collateral be available to return to the securities borrower. The Company maintains collateral reinvestment policies to mitigate this risk. These policies aim to preserve collateral capital and provide sufficient liquidity for the Company to: ( i) fund redemption orders; and (ii) return collateral to borrowers who return the loaned securities.
Conflict of interest risk: the Company does not enter into stock lending transactions with any entities within the Vanguard Group of Companies.
Investment via China Stock Connect
The Vanguard FTSE Global All Cap Index Fund, the Vanguard Global Capital Stewards Equity Fund, the Vanguard ActiveLife Climate Aware 4 0 - 50 % Equity Fund, the Vanguard ActiveLife Climate Aware 6 0 - 70 % Equity Fund, Vanguard ActiveLife Climate Aware 8 0 - 90 % Equity Fund the Vanguard Global Equity Fund and the Vanguard Global Emerging Markets Fund may invest in China A - shares via China Stock Connect.
China A - shares Risk: China A - shares (“A - shares”) are shares of mainland Chinese companies that are traded locally on the Shanghai and Shenzhen stock exchanges. A - shares access will be available through the China Stock Connect Program, subject to separate quota limitations. The developing state of the investment and banking systems of the People’s Republic of China (“China”, or the “PRC”) subjects the settlement, clearing, and registration of securities transactions to heightened risks. Additionally, there are foreign ownership limitations that may result in limitations on investment or the return of profits if a Fund purchases and sells shares of an issuer in which it owns 5% or more of the shares issued within a six - month period. It is unclear if the 5% ownership will be determ ined by aggregating the holdings of a Fund with affiliated funds.
Due to these restrictions, it is possible that the A - shares quota available to a Fund as a foreign investor may not be sufficient to meet the Fund’s investment needs. In this situation, a Fund may seek an alternative method of economic exposure, such as by purchasing other classes of securities or depositary receipts or by utilising derivatives. Any of these options could increase a Fund’s index sampling risk (for index funds) or investment cost. Additionally, investing in A - shares generally increases emerging markets risk due in part to government and issuer market controls and the d eveloping settlement and legal systems.
Investing in China A - shares through Stock Connect : The China Stock Connect Program (“Stock Connect”) is a mutual market access program designed to, among other things, enable foreign investment in the PRC via brokers in Hong Kong. A Qualified Foreign Institutional Investor (“QFII”) or a Renminbi QFII licen se is not required to trade via Stock Connect. There are significant risks inherent in investing in A - shares through Stock Connect. Specifically, trading can be affected by a number of issues. Stock Connect can only operate when both PRC and Hong Kong mark ets are open for trading and when banking services are available in both markets on the corresponding settlement days. As such, if one o r both markets are closed on a Business D ay, a Fund may not be able to dispose of its shares in a timely manner, which could adversely affect the Fund’s performance. Trading through Stock Connect may require pre - delivery or pre - validation of cash or securities to or by a broker. If the cash or se curities are not in the broker’s possession before the market opens on the day of selling, the sell order will be rejected. This requirement may limit a Fund’s ability to dispose of its A - shares purchased through Stock Connect in a timely manner. Additiona lly, Stock Connect is subject to daily quota limitations on purchases into the PRC. Once the daily quota is reached, orders to purchase additional A - shares through Stock Connect will be rejected. In addition, a Fund’s purchase of A - shares through Stock Con nect may only be subsequently sold through Stock Connect and is not otherwise transferable. Stock Connect utilises an omnibus clearing structure, and the Fund’s Shares will be registered in its custodian’s name on
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the Hong Kong Central Clearing and Settlement System. This may limit an advisor’s ability to effectively manage a Fund’s holdings, including the potential enforcement of equity owner rights.
China Bonds risk
The Vanguard ActiveLife Climate Aware 40 - 50% Equity Fund, the Vanguard ActiveLife Climate Aware 60 - 70% Equity Fund and Vanguard ActiveLife Climate Aware 80 - 90% Equity Fund may invest in Chinese RMB - denominated government and policy bank bonds (collectively referred to as “ China Bonds ”). China Bonds are predominately traded on the inter - bank bond market which is regulated by the People’s Bank of China (“ PBoC ”).
Bond Connect is a mutual market access scheme that allows investors from the mainland of China and overseas to trade in each other’s respective markets. It is to be one of the primary mechanisms for overseas investors to access China’s large domestic bond market alongside the China Interbank Bond Market (the “ CIBM ”) Direct scheme. Bond Connect infrastructure contemplates two - way access between Hong Kong and China; however, it is currently only operational in respect of investment through Hong Kong into the CIBM (“Northbound” access).
Bond Connect was set up by the PBoC and the Hong Kong Monetary Authority, establishing a connection between mainland China and Hong Kong based financial institutions. The creation of Bond Connect allows investors to trade between the mainland China and Hon g Kong markets electronically which eradicates the need for investor status and quotas that were required under previous access models.
Chinese Interbank Bond Market Risk : Investing in the PRC inter - bank bond market via Bond Connect is subject to regulatory risk. The governing rules and regulations under this regime may be subject to change with minimal notice and have the potential to be applied retrospectively. Any suspe nsion imposed by the Chinese authorities on the PRC inter - bank bond market or in relation to the Bond Connect scheme would adversely impact the fund’s ability to acquire or dispose of assets.
Currency Risk (RMB Specific) : RMB is the only currency of the People’s Republic of China. Whilst both the onshore RMB (“CNY”) and offshore RMB (“CNH”) are the same currency, they are traded in different and separate markets. These markets operate separately and can be subject to diff erent liquidity constraints and market forces meaning their valuations can vary.
The Bloomberg Global Aggregate index is valued with CNY as the base currency. As part of the standard fund management practices, it will be necessary to hedge the foreign exchange (“FX”) exposure arising from the inclusion of China Bonds into the base curr ency of the relevant Fund. FX hedging utilising CNY would match the index currency. Conversely, FX hedging in CNH would introduce incremental FX risk arising from any divergence between CHN and CNY.
Taxation Risk : There are risks and uncertainties associated with the current China tax laws, the Chinese government has issued guidance exempting foreign institutional investors from China’s withholding income tax regulations and value added tax in respect of bond inte rest income derived from November 7, 2018 to November 6, 2021. However, uncertainties remain with respect to China’s tax laws, including the full scope of the exemption and with respect to whether investors are subject to tax on capital gains realised on i nvestments in China via Bond Connect. It should also be noted that there is a possibility of the China tax rules being changed and taxes being applied retrospectively. There is a risk that taxes may be levied in the future for which no provision is made, w hich may potentially cause substantial losses. The Net Asset Value of a fund may require further adjustment to take into account any retrospective application of new tax regulations and development, including change in interpretation of the relevant regula tions by the Chinese tax authorities.
Issuer Risk : In the event of a default or credit rating downgrade of the issuers of the debt, the bonds’ value will be adversely affected and investors may suffer a substantial loss as a result. The
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funds may also encounter difficulties or delays in enforcing their rights against the issuer in relation to these bonds as the issuer is outside Hong Kong and subject to mainland Chinese laws.
Chinese treasury bonds and policy bank bonds are offered on an unsecured basis without collateral and will rank equally with other unsecured debts of the relevant issuer (the Ministry of Finance and the policy banks). As a result, if the issuer becomes ban krupt, proceeds from the liquidation of the issuer’s assets will be paid to holders of treasury bonds and policy bank bonds only after all secured claims have been satisfied in full. The funds will be fully exposed to the credit/insolvency risk of its trea sury bonds and policy bank bonds issuer counterparties as an unsecured creditor.
Charges to capital
Where this Prospectus states that all or part of the ACD’s fee and/or other charges in respect of a Fund and/or Class of Shares may be charged against capital rather than income, this may enhance income returns but may constrain future capital growth and/or result in an erosion of capital. Further information regarding charging to capital and income is set out in the “ Allocation of expenses between capital and income ” section of this Prospectus. Details of whether charges are made to capital or income for each Fund and/or Class of Shares are set out in Appendix 1 of this Prospectus.
Suspension of dealings in Shares
Investors are reminded that in certain circumstances their right to redeem Shares (including a redemption by way of switching) may be suspended.
Dilution adjustment risk
As described in the section “Dilution Adjustment”, the ACD may, where it so determines, “swing” the NAV of a Fund to attempt to mitigate the potentially dilutive effects of dealing on the NAV on any Dealing Day on which there are net subscriptions or redemptions in the relevant Fund that exceed a pre - determined level . In such cases, investors should be aware that the application of a dilution adjustment may not always prevent the dilution of the NAV through transaction and other dealing costs and the adjustments made to the NAV may also benefit certain investors relative to the Shareholders in the Fund as a whole. In the event that the ACD determines not to make a dilution adjustment, this may have the effect of constraining capital growth.
Liabilities of the Company
Each Fund is treated as a separate entity, with its own segregated portfolio of assets and liabilities. Accordingly, the assets of a Fund belong exclusively to that Fund and shall not be made available to discharge (directly or indirectly) the liabilities of, or claims against, any other person or body, including the Company or any other Fund, and shall not be available for any such purpose.
While the OEIC Regulations and the Instrument of Incorporation provide for segregated liability between the Funds, the concept of segregated liability is relatively new and may not be recognised and upheld by a court in certain contexts. Where claims are b rought by local creditors in foreign courts or under foreign law contracts, and the liability relates to one Fund which is unable to discharge its liability, it is not clear whether a foreign court would give effect to the segregation of liability containe d in the Instrument of Incorporation. Accordingly, it is not possible to be certain that the assets of a Fund will always be completely insulated from the liabilities of another Fund in every circumstance.
Shareholders are not liable for the debts of the Company. Shareholders are not liable to make any further payment to the Company after they have paid the purchase price of the Shares.
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Restriction on Fund’s activities due to embargo , etc.
From time to time, a Fund’s activities, or the activities of collective investment schemes in which it invests, may be restricted due to governmental and/or regulatory restrictions applicable to the relevant ACD or its delegates or another entity within th e relevant respective groups of companies, and/or their internal policies designed to comply with such restrictions. As a result, there may be periods, for example, during which the ACD or a Fund or a collective investment scheme in which a Fund invests ma y be restricted from engaging in certain transactions.
European Economic Risks
Member States and European businesses and financial institutions and counterparties are currently being affected, some adversely, by severe political and economic difficulties and concerns, including in relation to sovereign and non - sovereign funding and d ebt. European, IMF and bilateral emergency funding arrangements have already been extended and/or are contemplated in respect of Member States and European based financial institutions.
These developments have had a negative effect in political terms and also in economic terms. Financial markets, investor sentiment and credit ratings of institutions and Member States have already been adversely affected and may continue to do so. In addit ion, investment activity has been affected, as has the willingness of financial institutions to extend credit and to obtain funding.
Member States within the Eurozone, and certain other Member States, are in ongoing discussions with a view to agreeing stricter financial disciplines. However, it remains unclear whether agreement on these matters will be reached, and even if reached, whet her adequate measures will be adopted in the short to medium term.
There are increasing concerns that one or more Member States within the Eurozone may not be able to meet their debt obligations or funding requirements. The depressed economic environment and cost of funding may cause short and medium term budget deficits to expand in these economies, further increasing the risk of default. A sovereign default is likely to have adverse consequences for the economy of the Member State and that of Europe and the wider world economy. The effect on creditors of a sovereign defa ult is likely to be adverse.
The possibility of Member States that have adopted the Euro abandoning or being forced to withdraw from the Euro remains. It is difficult to predict the precise nature of the consequences of a Member State leaving the Euro as there has been no well - defined legal framework put in place in preparation for such an event. However, it is likely that any Euro - denominated assets or obligations that any Fund acquired that are converted into a new national currency would suffer a significant reduction in value if th e new national currency falls in value against the Euro or other currencies.
These economic developments and their consequences both in Europe and the wider world economy, have significantly increased the risk of market disruption and governmental intervention in markets. Such disruption and intervention may result in unfavourable currency exchange rate fluctuations, restrictions on foreign investment, imposition of exchange control regulation by governments, trade balances and imbalances and social, economic or political instability.
Predicting the consequences of developments of this kind is difficult. Events affecting the Euro could result in either separate new national currencies, or a new single European currency, and consequently the redenomination of assets and liabilities curre ntly denominated in Euro. In such circumstances, there would be a definite risk of a Fund’s Euro - denominated investments becoming difficult to value, which could potentially result in negative consequences for the Fund including suspension of NAV valuation s and consequently of redemptions. If the redenomination of accounts, contracts and obligations becomes litigious, difficult conflict of laws questions are likely to arise.
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Adverse developments of this nature may significantly affect the value of a Fund’s investments. They may also affect the ability of a Fund to transact business including with financial counterparties, to manage investment risk and to hedge currency and oth er risks affecting a Fund’s portfolio. Fluctuations in the exchange rate between Sterling and the Euro or other European currencies could have a negative effect upon the performance of investments.
Ownership limit risk
As the Vanguard funds globally continue to grow , they are or may be negatively impacted by ownership restrictions and limitations imposed by law, by regulation or regulators, or by issuers. Ownership restrictions and limitations can apply to certain industries (for example, banking, insurance, and utilities) , certain issuers (who may, for example, have mechanisms in place to prevent takeovers), or certain transactions, and will also vary significantly in different contexts.
Ownership limitations may impact a Fund’s investment activities. For example, the Fund’s Investment Advi s er or Sub - Investment Adviser (where appointed) may be unable to purchase, or the Fund directly hold, a security which would otherwise be purchased or held if the limitation did not apply.
For index funds, this means a Fund may not be able to track its index as closely as it would if it was not impacted by an ownership limitation. For actively managed Funds, this means a Fund may miss an opportunity to invest in a security that the Fund’s Investment Adviser or Sub - Investment Adviser (where appointed) would otherwise invest in if the Fund was not impacted by an y ownership restrictions and/or limitation (s) . These types of restrictions could impact a Fund’s performance.
When a Vanguard fund is impacted by an ownership limitation, the Vanguard Group of Companies will typically seek permission to exceed the limitation. Such permission may come with conditions such as limiting or altering the exercise of rights on behalf of a Fund, including voting rights. There is no guarantee that such permission will be granted o r maintained. In such circumstances, the Investment Adviser or Sub - Investment Adviser (where appointed) on behalf of the Fund could be required to sell or otherwise dispose of holdings in one or more issuers to comply with limitations.
If the Fund’s Investment Adviser or Sub - Investment Adviser (where appointed) is unable to purchase, or if a Fund is unable to directly hold, a particular security due to an ownership limitation, it may seek to obtain economic exposure to that security through alternative means such as through total return swaps or other similar derivatives. Such exposure may be more costly than owning securities of the issuer directly or have tax consequences. See Derivative Instruments risk for more information.
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Charges and Expenses
ACD’s charges and expenses
Preliminary Charge
The ACD currently makes no preliminary charge on a Shareholder’s purchase of Shares.
The ACD reserves the right to make a preliminary charge, which would be added to the purchase price of the Shares. Before making any such charge the ACD will provide prior notice to Shareholders in accordance with the COLL Sourcebook (currently 60 days).
Redemption Charge
The ACD currently makes no redemption charge on a Shareholder’s redemption of Shares.
The ACD reserves the right to make a redemption charge, which would be deducted from the redemption price of the Shares. Before making any such charge the ACD will provide prior notice to Shareholders in accordance with the COLL Sourcebook (currently 60 da ys).
Conversion and Switching Charge s
The ACD does not currently charge Shareholders for the switch or conversion of Shares.
The ACD reserves the right to make a conversion or switching charge. Before making any such charge the ACD will provide prior notice to Shareholders in accordance with the COLL Sourcebook (currently 60 days) which includes details of how the charge will apply to the purchase and redemption sides of the conversion or switch transaction.
Management Charge
The ACD is entitled to make a periodic management charge (plus value added tax, if any) calculated at an annual percentage rate based upon the value of the property of each Fund. The actual amount applicable to each Class is set out in Appendix 1 . The ACD reserves the right to increase or decrease the management charge. Before making any increase in such charge the ACD will provide prior notice to Shareholders in accordance with the COLL Sourcebook (currently 60 days).
The periodic management charge shall accrue daily and will be determined by reference to the value of each Fund on each Dealing Day and shall be deducted and paid at the end of each month.
As mentioned below, the ACD pays the fees of each Investment Adviser from its management charge. Out of such fees each Investment Adviser pays the fees of any sub - investment advisers appointed by it and any costs associated with the provision of Research.
Ongoing Charges Figure
The Ongoing Charges Figure ("OCF") for each Class of a Fund is based on actual expenses for a given period. It covers all aspects of operating the Class during the period, including fees paid for investment management, administration, audit, depositary, legal, registration and regulatory fees. The ACD will usually pay those fees out of its periodic management charge, which means that the OCF will normally equal the rate of management charge. There may, however, be certain unusual or extraordinary expenses which cause the OCF to exceed the annual rate of the management charge.
The OCF does not include portfolio transaction costs or the fees of investors' financial advisers.
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SDRT charge
An SDRT charge arises in respect of every subscription for Shares in those Funds investing in U.K. stocks (the “SDRT Charge”). The SDRT Charge is currently paid out of the Scheme Property of the relevant Fund at the applicable rate (currently 0.5%) on the purchase of U.K. stocks. However, the ACD reserves the right to recover the SDRT Charge directly from Shareholders on the purchase or redemption of Shares. The existence of an SDRT Charge for any Fund will be set out in Appendix 1.
Other expenses
In addition to the ACD's management charge and any applicable value added tax thereon, the Company or each Fund (as the case may be) may, so far as the COLL Sourcebook allows, also pay out of the Scheme Property all relevant costs, charges, fees and expens es including the following:
(i) costs incurred by a Fund in connection with transactions on its portfolio, including brokerage fees (excluding costs for research) , taxes and linked charges and the market impact of the transaction taking into account the remuneration of the broker and the liquidity of the concerned assets; (ii) interest on borrowing; and (iii) payments incurred because of financial instruments.
The ACD is also entitled to be paid by the Company out of the Scheme Property any expenses incurred by the ACD or its delegates of the kinds described above.
Rebates
The ACD may rebate all or part of its remuneration to any party that invests in or provides services to the Company or in respect of any Fund.
Initial expenses and promotion costs
The costs and expenses relating to the authorisation of the Company, the offer of Shares, the preparation, production and printing of the Instrument of Incorporation, this Prospectus and the Key Investor Information Documents, and the fees of the professio nal advisers to the Company in connection with the offer will be borne by the ACD.
Allocation of charges and expenses between Funds
All charges and expenses payable by the Company will be charged to the Fund in respect of which they were incurred (and, within the Funds, charges and expenses will be allocated between Classes in accordance with the terms of issue of Shares of those Class es). Any charges and expenses not attributable to any one Fund will normally be allocated by the ACD to all Funds pro rata to the values of the Funds, although the ACD has discretion to allocate such charges and expenses in a different manner which it cons iders fair to Shareholders generally.
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Allocation of expenses between capital and income
The ACD shall, in its discretion, determine whether charges and expenses payable by the Company are allocated to the capital property and /or income property in accordance with the Regulations. In determining whether a payment is to be made from the income property or capital property, the ACD will pay due regard to whether the nature of the cost is income related or capital related and shall also consider the objective of the scheme . W here the investment objective of a Fund is to seek to increase the amount of distributable income as a higher priority than obtaining capital growth, or to seek to increase the amount of distributable income and obtain capital growth in equal priority, all or part of a charge and/or expense may be allocated to the capital property of the Fund instead of the income property of the relevant Fund . The treatment of such payments and/or expenses is subject to the agreement of the Depositary ry in accordance with the Regulations . In addition, where a Fund has at least one Class of Shares that distributes income and one Class of Shares that accumulates income, the ACD may , in its discretion, determine that a payment be made from:
(a) the capital property of the Fund for the Class ( es ) of Shares that distribute income; and (b) the income property of the Fund for Class ( es ) of Shares that accumulate income .
Details of whether charges are to be made to the capital property or income property for each Fund (or Share Class) are set out in Appendix 1 of this Prospectus . If deductions are made from the capital property of a Fund , this will result in capital erosion and will constrain growth ( please refer to the “Charges to capital” risk factor of this Prospectus for further information ) .
Plain Talk About Costs of Investing
Costs are an important consideration in choosing a fund. That's because you, as a Shareholder, pay the costs of operating a fund, plus any transaction costs incurred when the Fund buys or sells securities. These costs can erode a substantial portion of the gross income or the capital appreciation the fund achieves. Even seemingly small differences in expenses can, over time, have a dramatic effect on the fund's performance.
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Income
Accounting periods
The annual accounting period of the Company ends each year on 31 October (the accounting reference date). The half - yearly (interim) accounting period ends each year on 30 April. Certain Funds may have additional interim accounting periods within each annua l accounting period (see Appendix 1 ).
Income allocations
Allocations of income are made in respect of the income available for allocation in each accounting period in accordance with Appendix 1 . For all Income Shares, distributions of income for each Fund are paid on or before the annual income allocation date of 31 December. In addition, interim distributions will be paid on or before the interim income allocation dates set out in Appendix 1 . The amount available for allocation in an accounting period is calculated by:
(a) taking the aggregate of the income received or receivable for the account of the relevant Fund for the accounting period;
(b) deducting the charges and expenses of the Fund paid or payable out of income where appropriate for that accounting period ; and
(c) making such adjustments as the ACD considers appropriate (and after consulting the auditors as appropriate) in relation to tax and certain other issues*.
* Note: Vanguard U.K. Inflation - Linked Gilt Index Fund may retain the indexation adjustment based on changes in the Retail Price Index when calculating the distribution.
If a distribution remains unclaimed for a period of six years after it has become due, it will be forfeited and become part of the capital property of the Company.
The ACD and the Depositary may agree a de minimis amount in respect of which a distribution of income is not required, and how any such amounts are to be treated. Notice of such a decision will be dealt with in accordance with the COLL Sourcebook.
Distributable income payable on Income Shares may be paid by cheque, at the Shareholder’s risk, or by electronic bank transfer (including BACS) if the Shareholder has supplied to the ACD appropriate bank details.
In order to conduct a controlled dividend flow to Shareholders interim distributions may be made at the ACD’s discretion, up to the maximum of the distributable income available for the period. All remaining income is distributed in accordance with the COL L Sourcebook.
For all Accumulation Shares, no distributions will be paid to the Shareholder and instead income allocations are reflected in the value of the Scheme Property.
Income equalisation
The Company intends to operate income equalisation arrangements in respect of the pro rata entitlement to share in any accrued income of a Fund existing at the time a Share is purchased by a Shareholder and which is therefore reflected in the purchase pric e of the Share. If a Shareholder acquires Shares at a date when the Fund has accrued income which has not yet been allocated, the ACD may credit to the Shareholder’s equalisation account part of the subscription price
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representing the accrued income which would be attributable to those Shares on the date of purchase. When income is next allocated, a holder of Income Shares to which income equalisation applies will receive the same amount of cash as the existing Sharehol ders, but the amount in respect of income accrued before he acquired his Shares will be paid not as income but out of the equalisation account, as capital, comprising the repayment of part of the subscription price. For a holder of Accumulation Shares to w hich income equalisation applies, no cash payment will be made to that Shareholder from his equalisation account, but an amount equal to that Shareholder’s equalisation account may be added to his acquisition cost when calculating the capital gain realised on a disposal of those Shares.
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U.K. Taxation
General
The taxation of income and capital gains of both the Funds and Shareholders is subject to the fiscal law and practice of the U.K. and of the jurisdictions in which Shareholders are resident or otherwise subject to tax. The information below is a general gu ide based on current U.K. law and HMRC practice, all of which are subject to change. It summarises the tax position of the Company and of investors who are U.K. tax residents and hold Shares as investments.
Prospective investors should consult their own professional advisers on the tax implications of making an investment in, holding or disposing of Shares and the receipt of distributions and deemed distributions with respect to such Shares under the laws of the countries in which they may be liable to taxation.
This summary is based on the taxation law and practice in force at the date of this document, but prospective investors should be aware that the relevant fiscal rules and practice or their interpretation might change. The following tax summary is not a gua rantee to any investor of the tax results of investing in the Funds.
The Company
Each Fund will be treated as a separate entity for U.K. tax purposes.
The Funds are generally exempt from U.K. tax on capital gains realised on the disposal of investments (including interest - paying securities and derivatives) held within them.
Provided it falls within certain wide ranging exemptions or is the franked portion of dividend distributions from UK authorised unit trusts and UK open - ended investment companies, dividend income received by a Fund from U.K. or non - U.K. companies is exempt from corporation tax.
The Funds may each be subject to corporation tax at the basic rate at which income tax is charged which is currently 20% ( 202 6 /2 7 ) on some other types of income but after deducting allowable management expenses and (where relevant) any interest distributions. In addition, where a Fund suffers foreign tax on income received, some or all of this may normally be deducted from the U.K. tax due on that income.
A Fund will make dividend distributions except where over 60% of its property has been invested throughout the distribution period in, broadly, interest - paying investments, in which case it will usually make interest distributions.
Part 2B of the Authorised Investment Funds (Tax) Regulations 2006 provides certainty that specified transactions carried out by an authorised fund, such as the Company, will not be treated as trading transactions for funds that meet a genuine diversity of ownership condition. For these purposes, the ACD confirms that all Classes of the Company are primarily intended for and marketed to the category of retail and institutional investors. The ACD undertakes that Shares in the Company will be widely available and will be marketed and made available sufficiently widely to reach the intended categories of investors and in a manner appropriate to attract those kinds of investors.
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Shareholders
Income
Where a Fund makes dividend distributions (which will be automatically retained in the Fund in the case of Accumulation Shares), U.K. tax resident individual taxpayers should be eligible for a tax free allowance on dividends , currently £500 (as of tax year 202 6 /2 7 ) . U.K. tax resident Share holders holding Accumulation Shares will be liable to tax on their income as if they had actually received a distribution . W here a Fund makes interest distributions, these will be made on a gross basis, without any deduction for income tax. Shareholders will be obliged to include the full amount of the distribution on their tax returns and pay tax accordingly. UK individual tax payers may be eligible for a tax free allowance of £1,000 (basic rate tax payers) or £500 (higher rate tax payers) (current as of 202 6 /2 7 ) . Additional rate tax payers will not be entitled to any tax free allowance on interest income.
HMRC has powers to gather specific information from third parties about a group of taxpayers. HMRC may issue a written notice requiring a data - holder to provide relevant data. The Company is a relevant data - holder and may be required to provide information and documents relating to accounts or sums on which interest paid or credited on money received or retained in the UK is payable.
Income Equalisation
The first income allocation received by an investor after buying Shares may include an amount of income equalisation. This is effectively a repayment of the income equalisation paid by the investor as part of the purchase price. It is a return of capital, and is not taxable. Rather it should be deducted from the acquisition cost of the Shares for capital gains tax purposes. Equalisation will be applied to all of the Funds.
Gains
Shareholders may, depending on their personal circumstances, be liable to capital gains tax or, if a corporate Shareholder, corporation tax on gains arising from the redemption, transfer, switches, or other disposal of Shares (but in general not on conversions or switches between Classes within a Fund). A corporate investor that is, at any time in an accounting period, a Shareholder in a Fund which is, at any time during that period, over 60% invested in, broadly, interest - paying investments must treat the Shares a s a creditor relationship of the investor for U.K. corporation tax purposes and all returns on the Shares will be taxed or relieved as an income receipt or expense on a “fair value” basis. Accordingly, a corporate investor in such a Fund may, depending on its own circumstances, incur a charge to corporation tax on an unrealised increase in the value of its holding of Shares (or, likewise, obtain relief against corporation tax on an unrealised reduction in the value of its holding of Shares).
Part of any increase in value of Accumulation Shares represents the accumulation of income (including income equalisation). These amounts may be treated as allowable costs when calculating the capital gain realised on their disposal.
Foreign Account Tax Compliance Act (FATCA)
The International Tax Compliance Regulations 2015 (and amendments thereunder) give effect to an Intergovernmental agreement (“IGA”) between the United States and the United Kingdom in relation to the U.S. Foreign Account Tax Compliance Act (“FATCA”). FATCA is designed to assist the U.S. Internal Revenue Service combat U.S. tax evasion by requiring financial institutions to report certain U.S. investors or U.S. holdings.
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The Company intends to carry on its business in such a way to ensure that it is FATCA compliant. Failure of the Company to be FATCA compliant would result in a 30% withholding tax on certain payments of U.S. source income made to the Company which could reduce the amounts available to make payments to investors. The Company or its authorised agents or distributors reserve the right to request such information or documents as is necessary to verify the identity and FATCA status of an applicant for Shares. This can include, but is not limited to, date of birth, countries of citizenship, countries of tax residency and associated taxpayer identification numbers. Failure to provide information as required may result in the rejection of the relevant application. The Company shall have the right to require all investors to be compliant with FATCA. Certain i nvestors , such as non - participating foreign financial institutions (“FFIs”) or recalcitrant account holders (as defined by FATCA) , may be reported to the local tax authority and redeemed at the sole discretion of the ACD. The Company may disclose the information or documentation that it receives from or regarding investors to HMRC, the US Internal Revenue Service, other taxing authorities, or other parties as necessary to comply with FATCA, related intergovernmental agreeme nts or other applicable law or regulation.
The ACD does not support U.S. tax evasion or any request to help investors avoid detection under FATCA. The ACD is not able to provide tax advice and cannot determine the impact or compliance obligations of FATCA or an applicable IGA for investors’ busines s activities. The ACD strongly encourages investors to seek the advice of an experienced tax advisor to determine what actions investors may need to take.
OECD Common Reporting Standard (CRS)
In addition to the IGA signed with the U.S. relating to FATCA, the U.K. has signed the Multilateral Competent Authority Agreement to implement the Common Reporting Standard (“ CRS ”) regime. The CRS regime has been implemented in the UK by the International Tax Compliance Regulations 2015 (as amended).
The CRS regime, which was proposed by the Organisation for Economic Cooperation and Development ( “ OECD ” ), generalises the automatic exchange of information between participating countries from 1 January 2016. Under the adopted provisions, the ACD may be required to report certain information relating to Shareholders (including name, address, tax residency , tax identification number (TIN), date and place of birth (as appropriate) ), and details of income and redemption proceeds received by Shareholders in respect of their Shares. This information may be shared with tax authorities in jurisdictions which implement the OECD’s CRS.
Investors should consult their own tax advisers regarding any potential obligations that the CRS may impose on them.
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Appendix 1: The Funds
Vanguard FTSE U.K. Equity Income Index
Fund
Investment objective and policy
The Vanguard FTSE U.K. Equity Income Index Fund (the “ Fund ”) seeks to track the performance of the FTSE U.K. Equity Income Index (the “ Index ”).
The Index consists of common shares of companies listed on the London Stock Exchange’s main market, that are expected to pay dividends that generally are higher than average. Further information on the composition of the Index may be obtained at “ https://www.ftserussell.com/analytics/factsheets/home/constituentsweights ” and “ https://www.lseg.com/en/ftse - russell/indices/custom - methodologies ” . The Fund is a passive fund with an investment strategy designed to replicate the performance of the Index by investing in all of the component shares of the Index, holding each share in approximately the same proportion as its weighting in the Index . The Fund may have exposure to or invest up to 20% of its Net Asset Value in shares issued by the same company, which limit may be raised to 35% for a single company in exceptional market conditions resulting in the dominance of a particular company in the Index. For more information on the potential implications for investors of this tracking strategy, please see below and refer to the “Index - related risk s ” section of this Prospectus.
To track the Index as closely as possible, the Fund attempts to remain fully invested in shares. The Fund may also use derivatives in order to reduce risk or cost and/or generate extra income or growth (often referred to as ‘efficient portfolio management’ ). Generally speaking, a derivative is a financial contract whose value is based on the value of a financial asset (such as a share, bond, or currency) or a market index. The Fund will not use derivatives for speculative purposes, and only a limited percen tage of its assets is committed to them. The Fund may also use certain techniques and instruments in accordance with the limits and conditions specified under “Portfolio Investment Techniques” in Appendix 4 .
Further details on the investment powers and restrictions for the Fund are set out in Appendix 3 headed “Investment Powers and Restrictions”.
Tracking Error
In tracking the performance of the Index, the Fund attempts to replicate the Index by investing all, or substantially all, of its assets in the securities which make up the Index, holding each security in approximately the same proportion as its weighting in the Index. Tracking Error reflects the volatility in the difference of performance between the Fund and the Index. Realised (ex - post) Tracking Error may vary from time to time depending on a range of circumstances that may introduce either positive or n egative Tracking Error. These include transaction costs, stock lending income, and withholding tax differences. I t is anticipated that, under normal market circumstances, the annualised ex - post Tracking Error of the Fund, will be up to 0.3 % . While it is anticipated that the ex - post Tracking Error of the Fund will not vary significantly from this level under normal circumstances, there is no guarantee that this level of Tracking Error will be realised, and the Investment Adviser will not be li able for any discrepancies between the anticipated Tracking Error and the level of Tracking Error subsequently observed. The annual report of the Company will provide an explanation of any divergence between anticipated and realised Tracking Error for the relevant period. Please refer to the “Excess Return and Tracking Error” section of this Prospectus for further information on Tracking Error.
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The Index rebalances on a quarterly basis in March, June, September and December. For the potential cost impact of rebalancing, please see the “Index rebalancing and costs” section of this Prospectus.
Change of Index
The Fund reserves the right to substitute a different index for the Index it currently tracks if the Index is discontinued, if the Fund’s agreement with the sponsor of the Index is terminated, or for any other reason determined in good faith by the ACD. In any such instance, the substitute index would measure substantially the same market segment as the Index.
Temporary Investment Measures
The Fund may temporarily depart from this investment policy in response to the Investment Adviser’s perception of extraordinary market, political or similar conditions. During these periods and for as long as the Investment Adviser deems it necessary, the Fund may increase its holdings of cash and near cash. In doing so, the Fund may succeed in avoiding losses, but may otherwise fail to achieve its investment objective.
Other information
The Fund may make use of total return swaps for the purpose of efficient portfolio management. See Appendix 4 (Use of total return swaps and Securities Financing Transactions) for more information.
Investment Adviser The ACD has appointed Vanguard Asset Management Limited as Investment Adviser for the Fund.
Performance
Target benchmark: The performance of the Fund may be compared against the Index. As the Fund seeks to track the performance of the Index and will invest in its component securities, the ACD considers that this benchmark best reflects the investment strategy of the Fund as a means to assess its performance.
Peer Group: Many funds sold in the UK are grouped into sectors to help investors to compare funds with broadly similar characteristics. This Fund is currently classified by Morningstar in the EAA Fund UK Equity Income category. Some independent data providers prepare and publish performance data on the funds in these sectors/categories and you can use this to assess the Fund’s performance. Therefore, the performance of the Fund may also be compared against the performa nce data for Morningstar’s EAA Fund UK Equity Income category.
Fund Details Dealing Day Each Business Day will be a Dealing Day except for any day on which, in the sole discretion of the Investment Adviser:
(a) markets on which the securities included in the Index are listed or traded, or markets relevant to that Index, are closed and as a result of which 25% or more of the
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