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PROSPECTUS
VANGUARD INVESTMENT SERIES PLC
An investment company with variable capital constituted as an umbrella fund with segregated
liability between sub - funds under the laws of Ireland authorised and regulated by the Central
Bank of Ireland pursuant to the European Communities (Undertakings for Collective
Investment in Transferable Securities) Regulations 2011 (as amended)
This Prospectus is dated and is valid as at 29 July 2026.
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VANGUARD INVESTMENT SERIES PLC
IMPORTANT INFORMATION
Investor Responsibility
Investors should review this Prospectus carefully and in its entirety and consult a stockbroker,
bank manager, solicitor, accountant or other financial adviser.
Central Bank Authorisation
Authorisation of the Company is not an endorsement or guarantee of the Company by the Central
Bank nor is the Central Bank responsible for the contents of this Prospectus. The authorisation
of the Company by the Central Bank shall not constitute a warranty as to the performance of the
Company and the Central Bank shall not be liable for the performance or default of the Company.
This Prospectus describes Vanguard Investment Series plc (the “ Company ”), an investment company
with variable capital incorporated in Ireland as a public limited company. The Company is constituted as an umbrella fund, with segregated liability between sub - funds, insofar as the share capital of the
Company is divided into different series of Shares with each series of Shares representing a portfolio of
assets that makes up a separate Fund. Shares of any particular series may be divided into different
classes to accommodate different subscription and/or redemption provisions and/or dividends and/or
charges and/or fee arrangements, including different ongoing charges.
The portfolio of assets maintained for each Fund is invested in accordance with the investment objective
and policies applicable to such Fund. Details of each Fund are set out in Appendix 1 . Details in respect
of future Funds may also be set out in a separate supplement to this Prospectus.
The Board of Directors (the “ Directors ”) whose names appear under the heading Directory jointly
accept responsibility for the information contained in this Prospectus. To the best of the knowledge and
belief of the Directors (who have taken all reasonable care to ensure that such is the case), the
information contained in this document is in accordance with the facts and does not omit anything likely
to affect the import of such information. The Directors accept responsibility accordingly.
Reliance on this Prospectus and on the Key Information Documents
Shares in any Fund described in this Prospectus as well as in the Key Information Documents are
offered only on the basis of the information contained therein and (if applicable) any addendum hereto
and the latest audited annual financial report and any subsequent semi - annual financial report of the
Company.
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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 Administrator that this is the most recently published prospectus.
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 representations 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 are required by the Company to 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 make such offer or solicitation.
Deposits made on a Plan d’Epargne en Actions (PEA) can be used for the acquisition of Shares of the
Vanguard Eurozone Stock Index Fund. Such Fund shall invest, in a permanent manner, more than 75%
of its assets in ‘Eligible Securities’. ‘Eligible Securities’ include securities and rights with issuers
registered in France, another Member State of the European Union, or a State which is party to the EEA
Agreement and has entered into a tax treaty with France which contains an administrative assistance
clause aimed to avoid tax fraud and avoidance. The issuers of these securities shall also be subject to
corporate income tax or an equivalent tax under its local standard tax law.
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 version shall prevail and all disputes as to the contents
thereof shall be governed by, and construed, in accordance with the laws of Ireland.
Governing Law
The provisions of the Prospectus and the Company's Articles of Association, the account opening form
under which the Shareholder opened an account with the Company, the process for subscription for or
redemption of Shares, the terms of holding of such Shares and of membership of the Company and any matters relating to the Company or its operations will be governed by and construed in accordance with
Irish law. The courts of Ireland have exclusive jurisdiction to settle any dispute, controversy or claim
arising in respect of the foregoing matters.
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Global Exchange Market Listing
Share classes in all Funds have been admitted to listing on the Global Exchange Market. An application
may be made to Euronext Dublin for Shares of other series or classes to be admitted to the Global
Exchange Market. Neither the admission of the Shares to the Global Exchange Market nor the approval
of the Prospectus pursuant to the listing requirements of Euronext Dublin constitutes a warranty or
representation by Euronext Dublin as to the competence of the service providers or any other party
connected with the Company, the adequacy of information contained in this Prospectus or the suitability
of the Company for investment purposes.
Memorandum and Articles of Association
The provisions of the Company's Memorandum and Articles of Association are binding on each of its
Shareholders (who are taken to have notice of them).
The value of Funds may fall as well as rise, 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 Prospectus 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 representation or
warranties in respect of suitability. The difference at any one time between the sale and repurchase
price of Shares (taking into account any portfolio transaction charges payable) in any Fund
means that an investor should view his or her investment as for the medium to long term.
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CONTENTS Page No
Important Information ................................ ................................ ................................ ............................. 2
Terms used in this Document ................................ ................................ ................................ .............. 11
Directory ................................ ................................ ................................ ................................ ............... 19
The Company ................................ ................................ ................................ ................................ ....... 20
General ................................ ................................ ................................ ................................ ... 20
Umbrella Fund ................................ ................................ ................................ ......................... 20
Share Capital ................................ ................................ ................................ .......................... 21
The Directors ................................ ................................ ................................ ........................... 21
Company Secretary ................................ ................................ ................................ ................ 25
Base currency ................................ ................................ ................................ ......................... 25
Category of scheme ................................ ................................ ................................ ................ 25
Further information ................................ ................................ ................................ .................. 25
Management and Administration ................................ ................................ ................................ .......... 26
The Manager ................................ ................................ ................................ ........................... 26
The Investment Managers and Promoter ................................ ................................ ................ 27
The Administrator ................................ ................................ ................................ .................... 29
The Depositary ................................ ................................ ................................ ........................ 30
The Distributors ................................ ................................ ................................ ....................... 32
Paying Agents, Local Representatives and Distributors ................................ ......................... 33
The Auditors ................................ ................................ ................................ ............................ 33
Conflicts of interest ................................ ................................ ................................ .................. 34
The Funds ................................ ................................ ................................ ................................ ............ 37
General ................................ ................................ ................................ ................................ ... 37
Investment Objectives and Policies of the Funds ................................ ................................ .... 38
Portfolio Investment Techniques ................................ ................................ ............................. 39
Profile of a Typical Investor ................................ ................................ ................................ ..... 39
Index Tracking ................................ ................................ ................................ ......................... 39
Index Rebalancing and Costs ................................ ................................ ................................ . 40
Excess Return and Tracking Error ................................ ................................ .......................... 41
Sustainable Finance ................................ ................................ ................................ ............... 42
Benchmarks Regulation ................................ ................................ ................................ .......... 45
Data Protection ................................ ................................ ................................ ....................... 46
Shares ................................ ................................ ................................ ................................ .................. 47
Classes of Shares ................................ ................................ ................................ ................... 47
Currency Hedging at Fund Level ................................ ................................ ............................ 47
Currency Hedging at Share Class Level ................................ ................................ ................. 47
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Distributing and Accumulation Shares ................................ ................................ .................... 49
Institutional Plus Shares ................................ ................................ ................................ .......... 49
Register of Shareholders ................................ ................................ ................................ ........ 49
Dealing ................................ ................................ ................................ ................................ ................. 50
General ................................ ................................ ................................ ................................ ... 50
Money Laundering Prevention ................................ ................................ ................................ 50
Minimum Holdings ................................ ................................ ................................ ................... 51
Buying Shares ................................ ................................ ................................ ................................ ...... 52
Procedure ................................ ................................ ................................ ............................... 52
Refusal of Subscriptions ................................ ................................ ................................ ......... 53
Swing Pricing ................................ ................................ ................................ .......................... 53
Settlement ................................ ................................ ................................ ............................... 53
Minimum Subscriptions ................................ ................................ ................................ ........... 54
Documents the Applicant will Receive ................................ ................................ .................... 54
Market Timing and Frequent Trading ................................ ................................ ...................... 54
Issue of Shares in Exchange for In Kind Assets ................................ ................................ ..... 55
Redeeming Shares ................................ ................................ ................................ .............................. 56
Procedure ................................ ................................ ................................ ............................... 56
Swing Pricing ................................ ................................ ................................ .......................... 56
In Kind Redemptions ................................ ................................ ................................ ............... 56
Exchange of Assets ................................ ................................ ................................ ................ 57
Holding Over ................................ ................................ ................................ ........................... 57
Mandatory Redemption ................................ ................................ ................................ ........... 57
Price and Settlement ................................ ................................ ................................ ............... 57
Liquidity Management Tools ................................ ................................ ................................ ... 58
Conversions and Exchanges ................................ ................................ ................................ ............... 60
Temporary Suspension of Dealing in Shares ................................ ................................ ....................... 62
Restrictions and Compulsory Transfer and Redemption of Shares ................................ ..................... 64
General ................................ ................................ ................................ ................................ ... 64
U.S. Persons ................................ ................................ ................................ ........................... 65
Transfer of Shares ................................ ................................ ................................ ............................... 66
Procedure ................................ ................................ ................................ ............................... 66
Restrictions on Transfer ................................ ................................ ................................ .......... 66
Valuation ................................ ................................ ................................ ................................ .............. 67
Valuation ................................ ................................ ................................ ................................ . 67
Share Prices ................................ ................................ ................................ ................................ ......... 68
Calculation of Share Prices ................................ ................................ ................................ ..... 68
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Publication of Prices ................................ ................................ ................................ ................ 68
Change of Index and Temporary Investment Measures ................................ ................................ ...... 69
Change of Index ................................ ................................ ................................ ...................... 69
Temporary Investment Measures ................................ ................................ ........................... 69
Risk Factors ................................ ................................ ................................ ................................ ......... 70
Asset Concentration Risk ................................ ................................ ................................ ........ 70
Auditing and Accounting Standards Risk ................................ ................................ ................ 70
Bond and Fixed Interest Securities Risk ................................ ................................ ................. 70
Investment in Subordinate and Callable Bonds Risk ................................ .............................. 71
Collection Account Risk ................................ ................................ ................................ .......... 72
Counterparty Risk ................................ ................................ ................................ ................... 73
Country Risk ................................ ................................ ................................ ............................ 73
Currency Risk ................................ ................................ ................................ .......................... 73
Emerging Markets Risk ................................ ................................ ................................ ........... 74
Euro and Euro Zone Risk ................................ ................................ ................................ ........ 75
European Market Infrastructure Regulation ................................ ................................ ............ 75
Derivative Instruments Risk ................................ ................................ ................................ .... 76
Force Majeure ................................ ................................ ................................ ......................... 79
Foreign Securities — China A - shares Risk ................................ ................................ ............... 79
Foreign Securities — China Bonds Risk ................................ ................................ ................... 80
Foreign Taxes Risk ................................ ................................ ................................ ................. 82
Futures Contracts Risk ................................ ................................ ................................ ............ 82
Index Accuracy Risk ................................ ................................ ................................ ................ 83
Index Sampling Risk ................................ ................................ ................................ ............... 83
Index Tracking Risk ................................ ................................ ................................ ................. 84
Index Unscheduled Rebalancing Risk ................................ ................................ .................... 86
Industry Concentration Risk ................................ ................................ ................................ .... 86
Investment Manager Risk ................................ ................................ ................................ ....... 86
Investment Style Risk ................................ ................................ ................................ .............. 86
Investment Techniques Risk ................................ ................................ ................................ ... 86
Liquidity Risk ................................ ................................ ................................ ........................... 87
Market Risk ................................ ................................ ................................ ............................. 88
No Investment Guarantee equivalent to Deposit Protection ................................ ................... 88
Ownership Limit Risk ................................ ................................ ................................ .............. 88
Past Performance ................................ ................................ ................................ ................... 89
Paying Agents Risk ................................ ................................ ................................ ................. 89
Political and/or Regulatory Risk ................................ ................................ .............................. 89
Portfolio Transaction Charges ................................ ................................ ................................ . 89
Repurchase and Reverse Repurchase Agreements Risk ................................ ....................... 89
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Russian Markets Risk ................................ ................................ ................................ ............. 90
Securities Lending Arrangements Risk ................................ ................................ ................... 91
Securitisation Regulation ................................ ................................ ................................ ........ 92
Stock Market Risk ................................ ................................ ................................ ................... 92
Sustainability Risk ................................ ................................ ................................ ................... 92
Swaption Risk ................................ ................................ ................................ ......................... 93
Swing Pricing Risk ................................ ................................ ................................ .................. 93
Umbrella Structure of the Company and Segregated Liability between Sub - Funds ............... 94
Withdrawal of the United Kingdom from the European Union ................................ ................. 94
Currency Hedged Share Classes ................................ ................................ ............................ 95
Investment in Loans / Syndicated Loans ................................ ................................ ................. 95
Fees and Expenses ................................ ................................ ................................ ............................. 96
Manager and Service Provider Fees ................................ ................................ ....................... 96
Organisational Fees ................................ ................................ ................................ ................ 96
Operational Fees ................................ ................................ ................................ ..................... 96
Ongoing Charges Cap ................................ ................................ ................................ ............ 96
Directors’ Fees ................................ ................................ ................................ ........................ 97
Deduction and Allocation of Expenses ................................ ................................ .................... 97
Dividend Distribution Policy ................................ ................................ ................................ .................. 98
Accumulation Shares ................................ ................................ ................................ .............. 98
Distributing Shares ................................ ................................ ................................ .................. 98
Distributing Shares - Equalisation ................................ ................................ ........................... 99
Taxation ................................ ................................ ................................ ................................ ............. 100
Appendix 1 ................................ ................................ ................................ ................................ ......... 114
The Funds ................................ ................................ ................................ ............................. 114
Vanguard Emerging Markets Stock Index Fund ................................ ................................ .... 121
Vanguard European Stock Index Fund ................................ ................................ ................. 128
Vanguard Eurozone Stock Index Fund ................................ ................................ ................. 134
Vanguard Global Enhanced Equity Fund ................................ ................................ .............. 140
Vanguard Global Small - Cap Index Fund ................................ ................................ ............... 144
Vanguard Global Stock Index Fund ................................ ................................ ...................... 150
Vanguard Japan Stock Index Fund ................................ ................................ ....................... 156
Vanguard Pacific Ex - Japan Stock Index Fund ................................ ................................ ...... 162
Vanguard ESG Developed Europe Index Fund ................................ ................................ .... 168
Vanguard ESG Developed World All Cap Equity Index Fund ................................ ............... 176
Vanguard U.S. 500 Stock Index Fund ................................ ................................ ................... 184
Vanguard U.S. Fundamental Value Fund ................................ ................................ ............. 190
Vanguard U.S. Opportunities Fund ................................ ................................ ....................... 194
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Vanguard Euro Government Bond Index Fund ................................ ................................ ..... 198
Vanguard Euro Investment Grade Bond Index Fund ................................ ............................ 203
Vanguard Eurozone Inflation - Linked Bond Index Fund ................................ ......................... 209
Vanguard Global Bond Index Fund ................................ ................................ ....................... 215
Vanguard Japan Government Bond Index Fund ................................ ................................ ... 221
Vanguard U.K. Government Bond Index Fund ................................ ................................ ...... 227
Vanguard U.K. Investment Grade Bond Index Fund ................................ ............................. 233
Vanguard U.S. Government Bond Index Fund ................................ ................................ ...... 239
Vanguard U.S. Investment Grade Credit Index Fund ................................ ............................ 245
Vanguard 20+ Year Euro Treasury Index Fund ................................ ................................ .... 251
Vanguard U.K. Short - Term Investment Grade Bond Index Fund ................................ .......... 257
Vanguard Global Short - Term Bond Index Fund ................................ ................................ .... 263
Vanguard Global Credit Bond Fund ................................ ................................ ...................... 269
Vanguard Selected Screened Euro Investment Grade Bond Index Fund ............................. 278
Vanguard Global Corporate Bond Index Fund ................................ ................................ ...... 286
Vanguard Global Short - Term Corporate Bond Index Fund ................................ ................... 292
Vanguard Emerging Markets Bond Fund ................................ ................................ .............. 298
Vanguard ESG Emerging Markets All Cap Equity Index Fund ................................ ............. 307
Vanguard ESG Global Corporate Bond Index Fund ................................ ............................. 316
Vanguard Global Government Bond Index Fund ................................ ................................ .. 324
Vanguard U.K. Short - Term Gilt Index Fund ................................ ................................ .......... 330
Vanguard Global Strategic Bond Fund ................................ ................................ ................. 336
Vanguard Global Core Bond Fund ................................ ................................ ........................ 346
Vanguard Global Short - Term Core Bond Fund ................................ ................................ ..... 356
Vanguard USD High Yield Corporate Bond Fund ................................ ................................ . 366
Appendix 2 ................................ ................................ ................................ ................................ ......... 377
Determination of Net Asset Value ................................ ................................ ......................... 377
Swing Pricing ................................ ................................ ................................ ........................ 382
Appendix 3 ................................ ................................ ................................ ................................ ......... 384
Investment Powers and Restrictions ................................ ................................ ..................... 384
Appendix 4 ................................ ................................ ................................ ................................ ......... 392
Portfolio Investment Techniques ................................ ................................ ........................... 392
Appendix 5 ................................ ................................ ................................ ................................ ......... 405
Recognised Markets ................................ ................................ ................................ ............. 405
Appendix 6 ................................ ................................ ................................ ................................ ......... 410
General Information ................................ ................................ ................................ .............. 410
Appendix 7 ................................ ................................ ................................ ................................ ......... 422
Information for Investors in Specific Jurisdictions ................................ ................................ . 422
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Appendix 8 ................................ ................................ ................................ ................................ ......... 428
Depositary's Delegates ................................ ................................ ................................ ......... 428
Appendix 9 ................................ ................................ ................................ ................................ ......... 435
Additional Sustainable Finance Disclosures for Article 8 Funds ................................ ........... 435
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TERMS USED IN THIS DOCUMENT
Accumulation Shares Those Share classes on which the Directors do not intend to
declare dividends and where, accordingly, the Fund’s income and
capital gains attributable to such Share classes will be reflected in
the Net Asset Value per Share.
Administrator Brown Brothers Harriman Fund Administration Services (Ireland)
Limited.
ADRs American Depositary Receipt: A negotiable certificate issued by a U.S. bank representing a specified number of units (or one unit) in
a foreign stock that is traded on a U.S. exchange.
AIFMD The Alternative Investment Fund Managers Directive 2011/61/EU.
Articles The Articles of Association of the Company as amended from time
to time and for the time being in force.
Business Day Every day except Saturdays, Sundays or the days on which the
London Stock Exchange is closed to observe the holidays of
Christmas Day, New Year's Day or Good Friday each year.
Central Bank The Central Bank of Ireland or any successor entity as may be
created from time to time.
Central Bank UCITS
Regulations
The Central Bank (Supervision and Enforcement) Act 2013
(Section 48(1)) (Undertakings for Collective Investment in
Transferable Securities) Regulations 2026 (as may be further
amended or supplemented from time to time) in addition to any
guidance issued by the Central Bank in respect of same.
Collection Account The umbrella cash subscription and redemption account opened
in the name of the Company into which all subscriptions into and
redemptions and distributions due from the Funds will be paid.
Company Vanguard Investment Series plc.
Dealing Day Any day or days as the Directors may determine and notify to
Shareholders in advance that a Fund can accept subscription,
redemption and exchange orders. Details of the Dealing Day in
respect of each Fund are set out in Appendix 1 .
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Dealing Deadline Such time on each Dealing Day that the Directors may agree and
specify in relation to a Fund (or such other time as the Directors
may from time to time determine and notify in advance to
Shareholders, the Administrator and Depositary) as being the time
by which subscription applications and redemption requests must
be received in order to be accepted for a Dealing Day provided
that such time will never be after the relevant Valuation Point.
Declaration A valid declaration in a form prescribed by the Irish Revenue
Commissioners for the purposes of Section 739D TCA (as may be
amended from time to time).
Depositary Brown Brothers Harriman Trustee Services (Ireland) Limited.
Directors The Board of Directors of the Company for the time being and any duly constituted committee thereof.
Distributing Shares Those Share classes on which the Directors intend to declare a
dividend and will, accordingly, distribute all or substantially all of
the net income (interest and dividends, less expenses) as well as
the excess, if any, of realised and unrealised capital gains over
realised and unrealised capital losses of the Fund attributable to
such Share classes.
Distributors Vanguard Asset Management, Limited, Vanguard Investments
UK, Limited and/or any other entity from time to time appointed by
the Manager in relation to the promotion, distribution and sale of
Shares.
EEA Member States EU Member States, Norway, Iceland and Liechtenstein.
Eligible Counterparty An investor who is an Eligible Counterparty within the meaning of
Article 30 of MiFID II.
ESMA European Securities and Markets Authority.
EU Member State or Member
State
A Member State of the European Union.
Euro or € The European euro, the lawful currency of the Economic and
Monetary Union of the European Union from time to time.
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Euronext Dublin Irish Stock Exchange plc trading as Euronext Dublin.
Excess Return The difference between the performance of an index tracking Fund
and the performance of the relevant index over a stated period of
time as further described in the section headed Excess Return
and Tracking Error .
Exempt Investors Those Shareholders resident (or ordinarily resident) in Ireland for
Irish tax purposes and falling within any of the categories listed in
section 739D(6) TCA (and see Taxation for a list of such
shareholders), and for which the Company will not deduct Irish tax
in respect of the Shares once a Declaration has been received by
the Company confirming the Shareholder’s exempt status.
FDI Financial derivative instruments.
Fund A portfolio of assets established by the Directors (with the prior
approval of the Depositary and the Central Bank) and constituting
a separate Fund represented by a separate series of Shares and
invested in accordance with the investment objective and policies
applicable to such Fund.
GDRs Global Depositary Receipt: A bank certificate issued in more than
one country for shares in a foreign company.
German Investment Tax Act The German Investment Tax Act, 2018 as same may be amended,
supplemented or re - enacted from time to time.
Global Exchange Market The market of Euronext Dublin on which the Shares of a Fund may be listed.
Investment Manager Such entity as may be specified, in respect of any Fund as the
entity that has been appointed to provide investment management
services in respect of the particular Fund and reference to “the
Investment Manager” within this Prospectus shall be construed
accordingly.
Irish Resident Any company resident, or other person resident or ordinarily
resident, in Ireland for the purposes of Irish tax. Please see the
Taxation section of this Prospectus for the summary of the
concepts of residence and ordinary residence issued by the Irish
Revenue Commissioners.
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Key Information Document The summary information document prepared in accordance with
the PRIIPs Regulation or where required, the key investor
information document prepared in accordance with the
requirements of any jurisdiction where a Fund is registered.
Manager Vanguard Group (Ireland) Limited.
Memorandum The Memorandum of Association of the Company for the time
being in force and as may be modified from time to time.
MiFID II Directive 2014/65/EU on markets in financial instruments.
Money Market Instruments Instruments, as prescribed by the Central Bank UCITS
Regulations, normally dealt in on the money market that are liquid
and have a value which can be accurately determined at any time,
and which shall be understood by reference to the UCITS
Regulations.
Net Asset Value The value of the total assets of a Fund minus the liabilities of that
Fund.
Net Asset Value per Share or NAV per Share
In relation to any class of Shares, the Net Asset Value divided by
the number of Shares issued in the relevant class or deemed to be
issued in respect of that Fund as of the relevant Valuation Point
and, in relation to any class of Shares, subject to such
adjustments, if any, as may be required in relation to such class.
OECD or OECD Member
States
The Organisation for Economic Co - operation and Development
Member States being Australia, Austria, Belgium, Canada, Chile,
Colombia, Costa Rica, Czech Republic, Denmark, Estonia,
Finland, France, Germany, Greece, Hungary, Iceland, Ireland,
Israel, Italy, Japan, Korea, Latvia, Lithuania, Luxembourg, Mexico,
the Netherlands, New Zealand, Norway, Poland, Portugal, the
Slovak Republic, Slovenia, Spain, Sweden, Switzerland, Turkey,
the United Kingdom and the United States. and such other
countries that may be admitted to membership from time to time.
Ordinary Resolution A resolution passed by a simple majority of the votes cast for and
against the relevant resolution.
OTC derivative A financial derivative instrument dealt over - the - counter.
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Pound Sterling or £ U.K. pounds sterling, the lawful currency of the United Kingdom.
PRIIPs Regulation Regulation (EU) No 1286/2014 of the European Parliament and of
the Council of 26 November 2014 on key information documents
for packaged retail and insurance - based investment products
(PRIIPs) (and as may be further amended, supplemented or
replaced from time to time).
Professional Client An investor who is a professional client within the meaning of
Annex II of MiFID II.
Prospectus This document, any document designed to be read and construed
with and to form part of, this document and the Company’s most
recent annual report and accounts (if issued) or, if more recent, its
interim report and accounts.
Recognised Market Any exchange or market as may be set out and designated as
such in this Prospectus from time to time in accordance with the
regulatory criteria as defined in the Central Bank UCITS
Regulations.
Relevant Institutions A credit institution which falls under one of the following categories:
• A credit institution authorised in the European Economic
Area (EEA) (being EU Member States, Norway, Iceland and Liechtenstein);
• A credit institution authorised within a signatory state,
other than an EEA Member State, to the Basle Capital
Convergence Agreement of July 1988 (Switzerland,
Canada, Japan, the United Kingdom or the U.S.);
• A credit institution in a third country deemed equivalent
pursuant to Article 107(4) of the Regulation (EU) No
575/2013 of the European Parliament and of the Council
of 26 June 2013 on prudential requirements for credit
institutions and investment firms and amending
Regulation (EU) No 648/2012.
RMP Risk Management Process.
SEC U.S. Securities and Exchange Commission.
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Share or Shares A Share or Shares of whatsoever class in the capital of the
Company (other than Subscriber Shares) entitling the holders to
participate in the profits of the Company attributable to the relevant
Fund as described in this Prospectus for the relevant Fund.
Shareholder A person registered in the register of members of the Company,
maintained and held by the Administrator, as a holder of Shares.
Special Resolution A resolution passed by 75% of the votes cast for and against the
relevant resolution.
Sub - Investment Manager Any entity to which an Investment Manager has, in accordance
with the procedures of the Central Bank, delegated responsibility
for the investment management of any Fund or Funds.
Subscriber Shareholder or Subscriber Shareholders
A person/persons registered in the register of members of the
Company as a holder or holders of Subscriber Shares.
Subscriber Shares The initial issued Share capital of 30,000 subscriber Shares of no par value issued at Irish Pound £1 each (which were
redenominated to EUR 1.2697381 on 31 December 2001) and
initially designated as “Subscriber Shares” and which do not entitle
the holders to participate in the profits of the Company attributable
to any Fund.
Sustainable Finance
Disclosure Regulation
Regulation (EU) No 2019/2088 of the European Parliament and of
the Council of 27 November 2019 on sustainability - related
disclosures in the financial services sector.
Taxonomy Regulation Regulation (EU) No 2020/852 of the European Parliament and of
the Council of 18 June 2020 on the establishment of a framework
to facilitate sustainable investment, and amending the Sustainable
Finance Disclosure Regulation.
TCA The Taxes Consolidation Act 1997.
Tracking Error The volatility of the difference between the return of a Fund and
the return of the relevant index of that Fund as further described in
the section headed Excess Return and Tracking Error .
Transferable Securities • Shares in companies and other securities equivalent to
shares in companies,
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• Bonds and other forms of securitised debt,
• Any other negotiable securities that carry the right to
acquire any such transferable securities by subscription or exchange,
other than the techniques and instruments referred to in the UCITS
Regulations, and which fulfil the criteria set out in the UCITS
Regulations.
UCITS An Undertaking for Collective Investment in Transferable
Securities within the meaning of the UCITS Regulations.
UCITS V Directive 2014/91/EU, the delegated regulation supplementing
Directive 2009/65/EC of the European Parliament and of the
Council with regard to obligations of depositaries and the
European Union (Undertakings for Collective Investment in
Transferable Securities) (Amendment) Regulations 2016.
UCITS Regulations The European Communities (Undertakings for Collective
Investment in Transferable Securities) Regulations 2011 (S.I. 352
of 2011) (as amended by the European Union (Undertakings for
Collective Investment in Transferable Securities) (Amendment)
Regulations 2016 (S.I. 143 of 2016), the European Union
(Undertakings for Collective Investment in Transferable Securities)
(Amendment) Regulations 2019 (S.I. 430 of 2019), the European
Union (Undertakings for Collective Investments in Transferable
Securities) (Amendment) Regulations 2021 (S.I. 413 of 2021) and
the European Union (Undertakings for Collective Investments in
Transferable Securities) (Amendment) Regulations 2026 (S.I. 182
of 2026) (and as may be further amended, supplemented or
replaced from time to time) and all applicable regulations made or conditions imposed thereunder.
U.S. The United States of America, its territories and possessions,
including the States and the District of Columbia.
USD or US $ United States dollar, the lawful currency of the United States of
America.
U.S. Person Any person falling within the definition of the term U.S. Person
under Regulation S promulgated under the U.S. Securities Act of
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1933 or as the Directors may otherwise from time to time
determine.
Valuation Point In relation to each security or investment held in a Fund, the close
of business on each Business Day on the market that in the
opinion of the Administrator, is the principal market on which such
security or investment is traded.
Vanguard Group The Group of Companies of which The Vanguard Group, Inc. is
the ultimate parent, and the investment funds under management.
Vanguard Group of
Companies
The Group of Companies of which The Vanguard Group, Inc. is
the ultimate parent.
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DIRECTORY
Vanguard Investment Series plc Registered Office: 70 Sir John Rogerson’s Quay, Dublin 2, Ireland
Board of Directors
Robyn Laidlaw Tom Challenor Raj Singh Lisa Harlow Jonathan Cleborne Kaitlyn Caughlin Carin Bryans
Manager
Vanguard Group (Ireland) Limited 70 Sir John Rogerson’s Quay Dublin 2 Ireland
Distributors
Vanguard Asset Management, Limited 4th Floor The Walbrook Building 25 Walbrook London EC4N 8AF United Kingdom; and
Vanguard Investments UK, Limited 4th Floor The Walbrook Building 25 Walbrook London EC4N 8AF United Kingdom
Investment Managers
Vanguard Asset Management, Limited The Walbrook Building 25 Walbrook London EC4N 84F United Kingdom;
Vanguard Global Advisers, LLC 100 Vanguard Boulevard Malvern PA 19355 U.S.A.; and
Vanguard Investments Australia, Ltd Level 13, 130 Lonsdale Street Melbourne Victoria 3000 Australia
Depositary
Brown Brothers Harriman Trustee Services (Ireland) Limited 30 Herbert Street Dublin 2 Ireland
Administrator
Brown Brothers Harriman Fund Administration Services (Ireland) Limited 30 Herbert Street Dublin 2 Ireland
Auditors
KPMG 1 Harbourmaster Place IFSC Dublin 1 D01 F6F5 Ireland
Legal Advisers as to Matters of Irish Law
Matheson LLP 70 Sir John Rogerson’s Quay Dublin 2 Ireland
Sponsoring Euronext Dublin Broker
IQ EQ Fund Management (Ireland) Limited 5 th Floor, 76 Sir John Rogerson's Quay Dublin Docklands Dublin 2, D02 C9D0 Ireland
Secretary for the Company and the Manager
Matsack Trust Limited 70 Sir John Rogerson’s Quay Dublin 2 Ireland
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The Company
General
The Company is a public limited company incorporated in Ireland on 4 March 1998 under registration
number 281339 being an investment company with variable capital constituted as an umbrella fund with
segregated liability between sub - funds, and authorised by the Central Bank as a UCITS pursuant to the
UCITS Regulations. The object of the Company, as set out in Clause 2 of the Memorandum, is the
collective investment in Transferable Securities and Money Market Instruments of capital raised from
the public, operating on the principle of risk spreading in accordance with the UCITS Regulations.
All holders of Shares are entitled to the benefit of, are bound by and are deemed to have notice of the
provisions of the Memorandum and Articles, copies of which are available as described in Documents
of the Company in Appendix 6 to this Prospectus.
Umbrella Fund
The Company has been structured as an umbrella fund, with segregated liability between sub - funds, in
that the Directors may from time to time, with the prior approval of the Central Bank, issue different
series of Shares representing separate portfolios of assets (each a “ Fund ”). The assets of each Fund
will be invested in accordance with the investment objective and policies applicable to such Fund. It is
intended that each Fund will have segregated liability from the other Funds and that the Company will
not be liable as a whole to third parties for the liability of each Fund. Investors should, however, note the
risk factor The Umbrella Structure of the Company and Segregated Liability Between Sub - Funds
under the Risk Factors section of this Prospectus.
Under the Articles, the Directors are required to establish a separate Fund, with separate records, for
each class of Shares in the following manner:
(a) The Company will keep separate books of account for each Fund. The proceeds from the
issue of each class of Shares will be applied to the Fund established for that class of Shares,
and the assets and liabilities and income and expenditure attributable thereto will be applied
to such Fund.
(b) Any asset derived from another asset comprised in a Fund will be applied to the same Fund
as the asset from which it was derived and any increase or diminution in value of such an
asset will be applied to the relevant Fund.
(c) In the case of any asset that the Directors do not consider as readily attributable to a
particular Fund or Funds, the Directors have the discretion to determine, with the consent of
the Depositary, the basis upon which any such asset will be allocated between Funds, and
the Directors may at any time vary such basis.
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(d) Any liability will be allocated to the Fund or Funds to which in the opinion of the Directors it
relates or if such liability is not readily attributable to any particular Fund, the Directors will
have discretion to determine, with the consent of the Depositary, the basis upon which any
liability will be allocated between Funds, and the Directors may at any time vary such basis.
(e) The Directors may, with the consent of the Depositary, transfer any assets to and from Funds
if, as a result of a creditor proceeding against certain of the assets of the Company or
otherwise, a liability would be borne in a different manner from that in which it would have
been borne under paragraph (d) above or in any similar circumstances.
(f) Where the assets of the Company (if any) attributable to the Subscriber Shares give rise to
any net profit, the Directors may allocate assets representing such net profits to such Fund
or Funds as they may deem appropriate.
(g) Subject as otherwise provided in this Prospectus, the assets held in or attributable to each
Fund, shall be applied solely in respect of that Fund and shall belong exclusively thereto and
shall not be used to discharge directly or indirectly the liabilities of or claims against any other
Fund and shall not be available for any such purpose.
The Directors may, with the prior approval of the Central Bank, from time to time issue Shares in relation
to the creation of new Funds.
Share Capital
The minimum authorised Share capital of the Company is €2.5394762 represented by 2 (two) subscriber
Shares issued at €1.2697381 each and the maximum authorised capital is 30,000 (thirty thousand)
Subscriber Shares of no par value issued at €1.2697381 each and 500,000,000,000 (five hundred
billion) Shares of no par value, initially designated as unclassified Shares which the Directors are
empowered to issue on such terms as they think fit.
Shares in the Company may, if the Manager so decides and subject to the UCITS Regulations, be
marketed in other Member States and EEA Member States and in other countries, subject to any
regulatory constraints in those countries.
The Directors
The Directors are responsible for managing the business affairs of the Company. Under the Articles,
and pursuant to the Management Agreement described in the Management and Administration
section of this Prospectus, the Directors have delegated certain of their powers, duties, discretions
and/or functions in relation to the management and administration of the Company’s affairs, and the
promotion of its Shares, to the Manager with certain powers of sub - delegation. The Manager has
delegated responsibility for the preparation and maintenance of the Company’s books and records and
related fund accounting matters (including the calculation of the Net Asset Value per Share) and for
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Shareholder registration and transfer agency services to the Administrator. The Manager has delegated
responsibility for the investment, management and disposal of the assets of each Fund to the relevant
Investment Manager. The Manager has delegated responsibility for the distribution of Shares to the
Distributors.
The Directors are listed below with their principal occupations. None of the Directors has entered into
an employment or service contract with the Company nor is any such contract proposed. Consequently,
the Directors are all non - executive Directors. The Company has granted indemnities to the Directors in
respect of any loss or damages that they may suffer, save where this results from the Directors’
negligence, default, breach of duty or breach of trust in relation to the Company. The Articles stipulate
a retirement age of 70 years of age for Directors, unless the Directors determine otherwise, but do not
provide for retirement of Directors by rotation. The address of the Directors is the registered office of
the Company.
Robyn Laidlaw (New Zealander) is a Vanguard Principal and Head of Distribution, Europe. Robyn is
responsible for business development and client management across intermediary and institutional
channels in Europe. Previous to this, Robyn was Head of Distribution, UK. Robyn joined Vanguard in
April 2006 and prior to joining the European business was Head of Product and Marketing for Vanguard
Australia, where she was primarily responsible for the development and management of Vanguard's
range of managed and exchange traded funds and for marketing. Robyn has experience in the funds
management industry in the UK, New Zealand and Australia. She received a Master of Applied Finance
from Macquarie University.
Tom Challenor (British) is a qualified chartered accountant, and worked with PWC in London, Hong
Kong and Luxembourg. He was Director of Strategy and Risk, and before that Chief Financial Officer,
at Threadneedle Investments. Prior to joining Threadneedle he held a senior financial position with BAT
Industries plc. Tom Challenor has wide Board experience at both Executive Director and Independent
Non - Executive Director levels. He is currently an INED with Aberdeen Diversified Income and Growth
Trust plc, and recently retired from Euroclear UK & International Limited, being Senior Independent
Director and Chair of Audit Committee in both companies.
Raj Singh (American) is an international business and risk leader and board director with over 20 years of large - scale C - Suite leadership experience in banking, insurance, and asset management. Mr. Singh
has served as an executive and chief risk officer in large global listed businesses, as well as in smaller
mid - sized international businesses. He has worked in the US and Europe in a range of C - Suite second
line risk and first line roles as well as international boards and brings a broad multi - disciplinary
international perspective and diversity of thought. His career has spanned executive committee and
group chief risk officer roles at Allianz, Swiss Re, Standard Life Aberdeen and EFG Bank. He has served
on the retail banking boards of Citibank in Germany and Belgium. He has chaired and been a board
member of subsidiary entities at Standard Life Aberdeen, Swiss Re and Allianz. He was an early pioneer
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with regard to the sustainability agenda and ethical underwriting at Allianz SE, which at the time also
included Dresdner Bank and later at Swiss Re. Mr. Singh has also served as an Independent Non
Executive Chairman of Muscat Insurance Company (an OMX Oman listed insurer) and as an
Independent Non - Executive Director, Chair of the risk committee, and member of the audit committee
of HSBC Oman SAOG (an OMX Oman listed 51% HSBC subsidiary bank), both in the Sultanate of
Oman. Additionally, he served on the board of The Co - operative Bank PLC (a UK - listed entity) in the
United Kingdom, where he was an Independent Non - Executive Director, Chair of the risk committee,
and served on the Audit, Ethics, and Nomination committees. Mr. Singh is currently an Independent
Non - Executive Director of Allied Irish Banks PLC (listed on LSE and Euronext Dublin) in Ireland, where
he is a member of the Risk and Sustainability committees. He is also an Independent Non - Executive
Director at AXA UK PLC, where he chairs the risk committee and is a member of the Audit, Investment,
and Nomination committees.
Lisa Harlow (British) is CEO for Vanguard Group (Ireland) Limited. Ms. Harlow joined Vanguard in 2010
and has held the role of head of Investment Stewardship for EMEA and APAC based in London, with
such team being responsible for direct engagement with boards and executives, and proxy voting for
portfolio companies in those regions on behalf of Vanguard’s global fund lineup. The team also works
with a range of market participants to communicate Vanguard’s global principles, understand regional
topics and to advocate for better governance standards.
Prior to this role, Ms. Harlow was head of distributor and client services for Vanguard Europe. She has
more than 25 years financial services experience including 12 years with Fidelity International where
she held a number of client focused roles covering Institutional, Adviser and Direct channels including
Key Account Management for the FundsNetwork platform and head of client services India (Delhi).
Ms. Harlow has a B.A. Honours in humanities from Manchester Metropolitan University and holds the
IMC and CFA ESG.
Jonathan Cleborne , CFA (American) is Managing Director for Vanguard Europe, responsible for
leading the operations and distribution efforts of the European business. Mr. Cleborne relocated to
London from Vanguard’s global headquarters in the United States in 2024. Prior to this role, Mr.
Cleborne was head of Personal Investor Advice leading a team that provides Vanguard’s U.S. clients
with ongoing asset management and investment advice consultations with Certified Financial Planner ™
professionals through Vanguard's Personal Advisor offers. Mr. Cleborne and his team were also
responsible for Vanguard Digital Advisor®. Collectively, the team stewarded over $300B on behalf of
individual investors and 401(k) plan participants. Since joining Vanguard over 20 years ago, Mr.
Cleborne has held a variety of roles in Personal Investor, Financial Advisor Services, Corporate
Strategy, and the Investment Strategy Group. He was also the global head of Vanguard Portfolio Review
Department, which oversees Vanguard's 400 - plus mutual funds, ETFs, and their advisors. The
department is also responsible for developing the optimal fund lineup for investors, analyzing the health,
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usage, and competitive landscape of Vanguard's funds and ETFs and serving as specialized product
experts.
Mr. Cleborne earned a B.A. from the University of Virginia and an M.B.A. from the Tuck School of
Business at Dartmouth. He is a CFA® charterholder and a member of the CFA Society of the United
Kingdom.
Kaitlyn Caughlin (American) is a Principal at Vanguard, serving as Head of the Enterprise Strategy &
Transformation Office and Chief of Staff to the CEO. In this role, she is responsible for driving alignment
and execution of Vanguard’s most critical near - and long - term priorities. Kaitlyn leads a unified office
that integrates strategy development and implementation across the firm’s highest - impact initiatives,
overseeing the Corporate Strategy, Business Transformation, and Enterprise Growth Strategy teams.
Prior to her current role, Kaitlyn served as Head of Strategic Risk Initiatives within Vanguard’s Global
Risk & Security division. In this role, she managed Vanguard’s enterprise growth priorities and led the
effort to mitigate the risk associated with the firm’s size. Previously, Kaitlyn was the chief risk officer for
investment management, where she was responsible for providing risk oversight and consultation for over $6.5 trillion in assets across all global markets. Kaitlyn, who joined Vanguard in 2007, has held
several senior positions, including global head of Vanguard’s Portfolio Review Department, which is
responsible for overseeing Vanguard's mutual funds, ETFs, and their advisors. She has also held roles
in the firm’s Personal Investor and Corporate Strategy groups. Kaitlyn currently serves on the board of
directors for the Vanguard Committee for Responsible Government and is a Non - Executive Director on the boards of the Vanguard Irish funds. Previously, she served as a member of the Vanguard Global
Advisors board and chaired Vanguard’s Securities Lending Oversight Committee. Kaitlyn earned a B.A.
in mathematics and mathematical economics from Pomona College and an M.B.A. from the MIT Sloan
School of Management. She is a CFA® charter holder and holds the Certified Financial Planner ™
designation.
Carin Bryans (Irish) has extensive experience in financial services at both executive and non - executive
level. She spent 32 years working at J.P. Morgan and served as CEO of J.P. Morgan Bank Ireland and
Country Head, driving significant growth across all business lines and shared functions. Beyond her
corporate leadership, Ms. Bryans actively contributed to industry and public/private sector initiatives,
chairing the IFSC Funds Group, sitting on the IFS2020 Advisory Board, serving as a Council Member
and Chair of Irish Funds, and sitting on the Board of the American Chamber of Commerce, including a
term as President.
In addition to her independent directorships in the financial services sector, Ms. Bryans dedicates
significant time to voluntary and not - for - profit initiatives, reflecting her deep commitment to public service
and social impact.
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Company Secretary
The secretary to the Company and to the Manager is Matsack Trust Limited.
Base currency
The base currency for each Fund is shown in Appendix 1 .
Category of scheme
The Company is a UCITS.
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 6 .
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Management and Administration
The Manager
The manager of the Company is Vanguard Group (Ireland) Limited which was incorporated in Ireland
as a private limited liability company on 22 May 1997 under registration number 266761.
The Manager and the Investment Managers are ultimately wholly owned subsidiaries of The Vanguard
Group, Inc. The Manager is engaged in the business of providing management, administrative and
distribution services to the Company and five other Irish collective investment schemes.
Share Capital
The Manager has an authorised share capital of €126,973,810 divided into 100,000,000 shares of
€1.2697381 each and an issued and fully paid share capital of €126,973.
Regulatory Status
The Manager is a management company under the UCITS Regulations authorised and regulated by the
Central Bank.
Remuneration Policies and Practices
The Manager is subject to remuneration policies, procedures and practices (together, the
“ Remuneration Policy ”) which complies with UCITS V. The Remuneration Policy is consistent with and
promotes sound and effective risk management. It is designed not to encourage risk - taking which is
inconsistent with the risk profile of the Funds. The Remuneration Policy is in line with the business
strategy, objectives, values and interests of the Manager, the Company and the Funds, and includes
measures to avoid conflicts of interest. The Remuneration Policy applies to staff whose professional
activities have a material impact on the risk profile of the Manager, the Company or the Funds, and
ensures that no individual will be involved in determining or approving their own remuneration. The
Remuneration Policy will be reviewed annually. Details of the up - to - date Remuneration Policy are
available via https://fund - docs.vanguard.com/ucits - v - remuneration - policy.pdf . The Remuneration Policy
summary will be made available for inspection and may be obtained, free of charge, at the registered
office of the Manager.
Terms of Appointment
Under the management agreement between the Company and the Manager dated 9 March 1998 the
(“ Management Agreement ”), the Manager will provide or procure the provision of management,
administration and distribution services to the Company. The Management Agreement may be
terminated by either party on 90 days’ written notice to the other party or immediately by written notice
to the other party if such other party:
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(i) commits any material breach of the Management Agreement that is either incapable of remedy
or has not been remedied within thirty days of the non - defaulting party serving notice requiring
the defaulting party to remedy the default;
(ii) is unable to pay its debts as they fall due or otherwise becomes insolvent or enters into any
composition or arrangement with or for the benefit of its creditors or any class thereof;
(iii) is the subject of a petition for the appointment of an examiner or similar officer to it;
(iv) has a receiver appointed over all or any substantial part of its undertaking, assets or revenues;
(v) is the subject of an effective resolution for its winding up (except a voluntary winding up for the
purposes of reconstruction or amalgamation upon terms previously approved in writing by the
non - defaulting party);
(vi) is the subject of a court order for its winding up. The Company can terminate the Management
Agreement immediately by written notice to the Manager if the Manager’s tax certificate under
Section 39B of the Finance Act, 1980 (as amended), is revoked or if notice of intention to revoke
such tax certificate is received by the Manager or if the Manager is otherwise no longer permitted
by any applicable law to perform its obligations under the Management Agreement.
The Management Agreement provides that in the absence of negligence, wilful default, fraud or bad
faith, the Manager shall not be liable for any loss or damage arising out of the performance of its
obligations and duties under the Management Agreement. The Management Agreement provides
further that the Company shall indemnify the Manager for any loss or damage suffered in the proper
performance of its obligations and duties under the Management Agreement unless such loss arises
out of or in connection with any negligence, wilful default, fraud or bad faith by the Manager or its
Directors in the performance of its duties under the Management Agreement.
Directors of the Manager
The directors of the Manager, details of whom are set out in The Company section of this Prospectus,
are:
• Robyn Laidlaw, • Tom Challenor, • Raj Singh, • Lisa Harlow, • Jonathan Cleborne, • Kaitlyn Caughlin, • Carin Bryans.
Details of the remuneration provisions of the Management Agreement are summarised under the
heading Manager and Service Provider Fees in the Fees and Expenses section of this Prospectus.
The Investment Managers and Promoter
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The Manager has appointed (i) Vanguard Asset Management, Limited (“ VAM ”), based in London, United
Kingdom; (ii) Vanguard Global Advisers, LLC (“ VGA ”), based in Malvern, Pennsylvania, USA; and (iii)
Vanguard Investments Australia, Limited (“ VIA ”), based in Melbourne, Australia, as investment
managers to provide discretionary investment management and advisory services to the Company, in
respect of the relevant Funds to which each of VGA, VAM and VIA has been appointed. Please see the
sections headed Fund Details in Appendix 1 for each Fund for further details on the relevant
Investment Manager that has been appointed in respect of such Fund. VGA is also the promoter of the
Company and each of VAM, VGA and VIA are part of the Vanguard Group of Companies.
Terms of Appointment
The Manager has entered into a separate investment management agreement with each Investment
Manager. These investment management agreements dated 2 January 2025, between the Manager
and the Investment Manager (as amended, supplemented or replaced from time to time) (each an
“ Investment Management Agreement ” together, the “ Investment Management Agreements ”),
provide that in the absence of negligence, wilful default, bad faith or fraud of or by the Investment
Manager (or any of its directors, officers, employees and agents) the Investment Manager (and its
directors, officers, employees and agents) shall not be liable for any loss or damage arising directly (or
indirectly) out of any act or omission done (or suffered) by the relevant Investment Manager in the
performance of its duties under the Investment Management Agreement.
Each Investment Management Agreement may be terminated only: (i) by mutual agreement of the
parties, (ii) by written notice delivered by or on behalf of the respective Investment Manager to the
Manager or (iii) by written notice delivered by or on behalf of the Manager to the relevant Investment
Manager.
Each Investment Manager’s appointment under an Investment Management Agreement may be
terminated immediately upon written notice to the Investment Manager if the Investment Manager is no longer permitted under any applicable law to perform its obligations under the Investment Management
Agreement.
With prior notification to, but without the prior consent of, the Manager, the Investment Manager shall
be entitled to delegate all or any of its functions, powers, discretions, duties and obligations under the
Investment Management Agreement, provided that the Investment Manager shall remain responsible
for the acts or omissions of any such delegates as if such acts or omissions were those of the Investment
Manager. Accordingly, the Investment Manager may from time to time, in accordance with the
procedures of the Central Bank, appoint Sub - Investment Managers to any Fund or Funds. Details of
Sub - Investment Managers will be disclosed in the Company’s periodic reports and further information
will be provided to Shareholders upon request. The relevant Investment Manager will pay the fees of
any Sub - Investment Manager appointed by it.
Each Investment Manager’s fees will be paid by the Manager.
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The Administrator
Pursuant to the Amended and Restated Administration Agreement dated 29 April 2016, as amended by
an amendment agreement dated 31 May 2018 and effective from 25 May 2018 (the " Administration
Agreement "), the Manager has appointed Brown Brothers Harriman Fund Administration Services
(Ireland) Limited as administrator and transfer agent to the Company. The Administrator will have
responsibility for the administration of the Company’s affairs including the calculation of the Net Asset
Value per Share and preparation of the accounts of the Company, subject to the overall supervision of
the Directors.
The Administrator was incorporated as a limited liability company in Ireland on 29 March 1995 for the
purposes of providing administrative services to collective investment schemes such as the Company.
The Administrator has an issued and fully paid - up capital of US$700,000 and is a wholly - owned
subsidiary of Brown Brothers Harriman & Co.
The Administration Agreement provides that the Administrator shall not be liable for any losses,
damages or expenses of the Company or any Shareholder or former Shareholder of the Company or
any other person may suffer arising from acts, omissions, errors or delays of the Administrator in the
performance of its obligations and duties except damage, loss or expense resulting from the
Administrator's negligence, fraud, bad faith, wilful default, wilful malfeasance, breach of contract or
recklessness in the performance of such obligations and duties. The Manager has agreed to indemnify
the Administrator against and hold it harmless from any and all losses, damages, liabilities or expenses the Administrator may suffer resulting from any claim, demand, action or suit in connection with or arising
out of the performance of its obligations and duties under the Administration Agreement not resulting
from a breach by the Administrator of the Administration Agreement or the wilful default, wilful
malfeasance, bad faith, fraud, recklessness or negligence of the Administrator in the performance of
such obligations and duties.
The Administration Agreement may be terminated by either party on 90 days’ written notice to the other
party or immediately by written notice to the other party in circumstances including if the other party (i)
goes into liquidation (except for a voluntary liquidation for the purposes of reconstruction or
amalgamation upon terms previously approved in writing by the other party) or a receiver or examiner
is appointed to such party or upon the happening of a like event whether at the direction of an appropriate
regulatory agency or court of competent jurisdiction or otherwise; or (ii) commits any material breach of
the Administration Agreement that is either incapable of remedy or has not been remedied within thirty
days of the non - defaulting party serving notice requiring the defaulting party to remedy the default; or
(iii) ceases to be permitted to act in its current capacity under any applicable laws. In addition, the
appointment of the Administrator may be terminated by the Manager in the event that the Depositary
shall cease to be engaged as the depositary of the Company.
The Administrator’s fees will be paid by the Manager.
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The Depositary
The Company has entered into an agreement dated 29 April 2016, as amended by an amendment
agreement dated 13 March 2019 and effective from 25 May 2018 and as may be further amended,
updated or supplemented from time to time, in accordance with which Brown Brothers Harriman Trustee
Services (Ireland) Limited has been engaged to act as depositary of the Company and to perform such
other services for and on behalf of the Company as are described therein (the “ Depositary
Agreement ”).
The Depositary was incorporated in Ireland on 29 March 1995 as a limited liability company. The
principal activity of the Depositary is to act as depositary and trustee of the assets of collective
investment schemes. The Depositary’s capital is US$1,500,000.
Pursuant to the Depositary Agreement, the Depositary will provide safekeeping for the Company’s
assets in accordance with the UCITS Regulations and will collect any income arising on such assets on the Company’s behalf. In addition, the Depositary has the following main duties, which may not be
delegated:
(i) it must ensure that the sale, issue, repurchase, redemption and cancellation of Shares is carried
out in accordance with the UCITS Regulations and the Articles;
(ii) it must ensure that the value of the Shares is calculated in accordance with the UCITS
Regulations and the Articles;
(iii) it must carry out the instructions of the Manager unless such instructions conflict with the UCITS
Regulations or the Articles;
(iv) it must ensure that in transactions involving the Company’s assets or the assets of any Fund
that any payment in respect of same is remitted to the relevant Fund(s) within the usual time
limits;
(v) it must ensure that the income of the Company or of any Fund(s) is applied in accordance with
the UCITS Regulations and the Articles;
(vi) it must enquire into the conduct of the Company in each accounting period and report thereon
to Shareholders; and
(vii) it must ensure that the Company’s cash flows are properly monitored in accordance with the
UCITS Regulations.
The Depositary Agreement provides that the Depositary shall be liable to the Company and the
Shareholders (i) in respect of a loss of a financial instrument held in its custody (or in the custody of any third party to whom the Depositary’s safekeeping functions have been delegated in accordance with the
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UCITS Regulations) unless the Depositary can prove that the loss has arisen as a result of an external
event beyond its reasonable control, the consequences of which would have been unavoidable despite
all reasonable efforts to the contrary; and (ii) in respect of all other losses arising as a result of the
Depositary’s negligent or intentional failure to properly fulfil its obligations pursuant to the UCITS
Regulations. In addition, the Depositary Agreement also provides that the Depositary shall be liable,
subject and without prejudice to the foregoing, for its negligence, fraud, bad faith, wilful default, wilful
malfeasance, breach of contract or recklessness in carrying out its functions under the Depositary
Agreement.
The Company has agreed to indemnify the Depositary against any losses (as defined in the Depositary
Agreement) suffered by it in acting as the Company’s depositary other than losses (as defined therein)
in respect of which the Depositary is found to be liable to the Company and/or the Shareholders in
accordance with the terms of the Depositary Agreement or applicable law.
The Depositary Agreement shall continue in force until terminated by any party thereto on 90 calendar
days’ advance written notice to the other party or immediately by written notice to the other party if the
other party (i) commits any material breach of the Depositary Agreement which if capable of remedy has
not been remedied within thirty days of the non - defaulting party serving notice requiring the defaulting
party to remedy the default; or (ii) the Depositary ceases to be permitted to act as a depositary of
collective investment schemes authorised by the Central Bank. The Company may terminate the
Depositary Agreement forthwith on notice in writing to the Depositary on a number of additional grounds
as specified in the Depositary Agreement.
If within 90 days from the date of the Depositary serving a termination notice, a replacement depositary
acceptable to the Company and the Central Bank has not been appointed to act as depositary, the
Company shall serve notice on all Shareholders of its intention to redeem all outstanding Shares on the
date specified in such notice, which shall not be less than 30 days nor more than 60 days after the date
of service of such notice and shall procure that, following the redemption of such Shares, a liquidator be
appointed so that the Company shall be wound up. On completion of such process, the Company shall
apply to the Central Bank for revocation of its authorisation of the Company under the UCITS
Regulations.
The Depositary may delegate its safekeeping duties only in accordance with the UCITS Regulations
and provided that: (i) the tasks are not delegated with the intention of avoiding the requirements of the
UCITS Regulations; (ii) the Depositary can demonstrate that there is an objective reason for the
delegation; and (iii) the Depositary has exercised all due, skill, care and diligence in the selection and
appointment of any third party to whom it has delegated its safekeeping duties either wholly or in part
and continues to exercise all due skill, care and diligence in the periodic review and ongoing monitoring
of any such third party and of the arrangements of such third party in respect of the matters delegated
to it. Any third party to whom the Depositary delegates its safekeeping functions in accordance with the
UCITS Regulations may, in turn, sub - delegate those functions subject to the same requirements as
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32 63862202.55
apply to any delegation effected directly by the Depositary. The liability of the Depositary under the
UCITS Regulations will not be affected by any delegation of its safekeeping functions.
The Depositary has delegated safekeeping of the Company’s assets to Brown Brothers Harriman & Co.
(“ BBH&Co. ”), its global sub - custodian, through which it has access to BBH&Co.’s global network of sub
custodians (the “ Global Custody Network ”). BBH&Co.’s Global Custody Network covers more than
100 markets worldwide. The entities to whom safekeeping of the Company’s assets have been sub
delegated as at the date of this Prospectus are set out at Appendix 8 . The Depositary does not
anticipate that there would be any specific conflicts of interest arising as a result of any such delegation.
The Depositary will notify the Directors of any such conflict should it so arise.
In accordance with the UCITS Regulations, the Depositary must not carry out activities with regard to
the Company or with regard to the Manager acting on behalf of the Company that may create conflicts
of interest between itself and (i) the Company; (ii) the Shareholders; and/or (iii) the Manager unless it
has separated the performance of its depositary tasks from its other potentially conflicting tasks in
accordance with the UCITS Regulations and the potential conflicts are identified, managed, monitored
and disclosed to Shareholders. Please refer to the section of this Prospectus headed Conflicts of
Interest for details of potential conflicts that may arise involving the Depositary.
Up - to - date information in relation to the Depositary, its duties, the safe - keeping functions delegated by
the Depositary, the list of delegates and sub - delegates to whom safe - keeping functions have been
delegated and any relevant conflicts of interest that may arise will be made available to Shareholders
upon request to the Manager.
The Depositary’s fees will be paid by the Manager.
The Distributors
Vanguard Asset Management, Limited
The Manager has appointed Vanguard Asset Management, Limited (the “ Distributor ”) as a distributor
for the Shares pursuant to a Distribution Agreement dated 13 May 2011 between the Manager and the
Distributor (the " Distribution Agreement ").
The Distributor is a corporation registered under the laws of England and Wales and authorised and
regulated by the Financial Conduct Authority in the United Kingdom (the “ FCA ”). The Distributor is
ultimately a wholly owned subsidiary of The Vanguard Group, Inc.
The Distribution Agreement provides that the Distributor is appointed to promote and sell Shares and to
procure subscribers for Shares and ensure that all subscription applications and redemption requests it
receives are in proper form and are forwarded to the Administrator. The Distributor agrees to comply
with all applicable laws governing the promotion and sale of the Shares of the Funds or solicitation of
an investor including, without limitation, those relating to money laundering. The fees of the Distributor
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33 63862202.55
are paid by the Manager in such amount as shall be agreed between the parties. The Distributor (and
its directors, officers, employees and agents) shall not be liable for any loss or damage arising directly
or indirectly out of or in connection with the performance by the Distributor of its duties hereunder unless
such loss or damage arose out of or in connection with the negligence, wilful default, fraud or bad faith
of or by the Distributor. The Distribution Agreement shall continue in force until terminated by: (i) mutual
written agreement of the parties; (ii) written notice delivered by or on behalf of the Manager to the
Distributor; or (iii) subject to the prior written consent of the Manager (which consent shall not be
unreasonably withheld), written notice delivered by or on behalf of the Distributor to the Manager.
Vanguard Investments UK, Limited
The Manager has also appointed Vanguard Investments UK, Limited (the “ Distributor ”) as a distributor
for the Shares pursuant to a Distribution Agreement dated 12 June 2009 between the Manager and the
Distributor.
The Distributor is a corporation registered under the laws of England and Wales and authorised and
regulated by the FCA in the United Kingdom as an Authorised Corporate Director for collective
investment schemes. The Distributor is ultimately a wholly owned subsidiary of The Vanguard Group,
Inc.
The Distribution Agreement provides that the Distributor is appointed to promote and sell Shares and to
procure subscribers for Shares and ensure that all subscription applications and redemption requests it
receives are forwarded to the Administrator. The Distributor agrees to comply with all applicable laws
governing the promotion and sale of the Shares or solicitation of an investor including, without limitation,
those relating to money laundering. The Distribution Agreement shall continue in force until terminated
by: (i) mutual written agreement of the parties; (ii) written notice delivered by or on behalf of the Manager
to the Distributor; or (iii) subject to the prior written consent of the Manager (which consent shall not be
unreasonably withheld) written notice delivered by or on behalf of the Distributor to the Manager.
Paying Agents, Local Representatives and Distributors
The Directors, the Manager or their duly authorised delegates may appoint such paying agents, local
representatives and distributors as may be required to facilitate the authorisation or registration of the
Company and/or the marketing of any of its Shares in any jurisdiction. Such appointments will be made
in accordance with the requirements of the Central Bank.
The Auditors
The auditors of the Company are KPMG.
General
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34 63862202.55
Conflicts of interest
The Manager, the Depositary, the Administrator and the Investment Managers, their delegates or
associated or group companies of these may from time to time act as manager, registrar, administrator,
trustee, depositary, investment manager, adviser or distributor in relation to, or be otherwise involved
in, other funds or collective investment schemes that have similar investment objectives to those of the
Company or any Fund. It is, therefore, possible that any of them may, in the due course of their business,
have potential conflicts of interests with the Company or any Fund. Each will at all times have regard in
such event to its obligations under the Memorandum and Articles of Association and/or any agreements
to which it is party or by which it is bound in relation to the Company or any Fund and, in particular, but
without limitation to its obligations to act in the best interests of the Shareholders when undertaking any investments where conflicts of interest may arise and will endeavour to ensure that such conflicts are
resolved fairly, and in particular, each Investment Manager has agreed to act in a manner that the
Investment Manager in good faith considers fair and equitable in allocating investment opportunities to
the Company. The Investment Manager will not, as principal, engage in any transactions with the
Company, for the account of any Fund, which are inconsistent with the proper management of the assets
of the Fund.
The Manager, the Investment Managers, the Administrator, the Depositary, their delegates and their
respective affiliates may each from time to time deal, as principal or agent, with the Company provided
that such dealings are carried out as if negotiated on an arm’s length basis and in the best interests of
Shareholders. Permitted transactions are subject to: (i) certified valuation by a person approved by the
Depositary (or the Directors in the case of a transaction involving the Depositary or an affiliate of the
Depositary) as independent and competent; or (ii) execution on best terms on organised investment
exchanges under their rules; or (iii) where (i) and (ii) are not practical, the transaction is executed on
terms which the Depositary (or the Directors in the case of a transaction involving the Depositary or an affiliate of the Depositary), is satisfied are negotiated at arm’s length and in the best interests of
Shareholders at the date of the transaction. The Depositary (or the Directors in the case of a transaction
involving the Depositary or an affiliate of the Depositary) shall document how it has complied with (i),
(ii), or (iii) above. Where transactions are conducted in accordance with (iii), the Depositary (or the
Directors in the case of a transaction involving the Depositary or an affiliate of the Depositary) shall
document its rationale for being satisfied that the transaction conformed to the principles outlined in this
paragraph.
A report of such transactions entered into during a reporting period shall be provided in the annual and
semi - annual reports, and will list all such transactions, by type, name of the related party and, where
relevant, fees paid to that party in connection with the transaction.
The Directors shall endeavour to ensure that any conflicts of interest are resolved fairly and in the best
interests of Shareholders.
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35 63862202.55
The Depositary may hold funds for the Company subject to the provisions of the Central Bank Acts 1942
to 2011, as amended, and in accordance with the requirements of the UCITS Regulations.
A Director may be a party to, or otherwise interested in, any transaction or arrangement with the
Company (or in which the Company is interested), provided that he has disclosed to the Directors prior
to the conclusion of any such transaction or arrangement the nature and extent of any material interest
of his therein. Unless the Directors determine otherwise, a Director may vote in respect of any contract
or arrangement or any proposal whatsoever in which he has a material interest, having first disclosed
such interest.
Ms. Robyn Laidlaw is the Head of Distribution, Europe for Vanguard Asset Management Limited, a
director for Vanguard Investments UK Limited, and a director on the supervisory board of Vanguard
Group Europe GmbH, ultimate subsidiaries of Vanguard Group, Inc. Ms. Lisa Harlow is the CEO of
Vanguard Group (Ireland) Limited. Mr. Jonathan Cleborne is a director of Vanguard Asset Management
Limited, and a director on the supervisory board of Vanguard Group Europe GmbH, ultimate subsidiaries
of The Vanguard Group, Inc. Ms. Kaitlyn Caughlin is a Principal at The Vanguard Group, Inc., serving
as Head of the Enterprise Strategy & Transformation Office and Chief of Staff to the CEO. In selecting
brokers to make purchases and sales for the Company, the Investment Manager or the Sub - Investment
Manager (where appointed) will choose those brokers who provide best execution to the Company in
accordance with applicable law. In determining what constitutes best execution, the Investment
Manager or any Sub - Investment Manager 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 to 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 Manager’s execution policy. A copy of each Investment Manager’s execution policy is
available on request. The Manager, each Investment Manager or any Sub - Investment Manager 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. In managing the assets of the
Company, the Investment Manager or Sub - Investment Manager may from time to time receive or utilise
certain investment research and other investment related commentary, statistics, information or material
(collectively “ Research ”) provided by third parties. Direct charges for Research will be borne by the
Investment Manager out of its fees and will not, in any circumstances, be allocated to the Company and
or the Funds.
Companies connected with the Vanguard Group of Companies may provide seeding capital to any or
all of the Funds.
There is no prohibition on the Depositary, the Administrator, the Investment Manager or any other party
related to the Company acting as a “competent professional person” for the purposes of determining the
probable realisation value of an asset of a Fund in accordance with the valuation provisions outlined in
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36 63862202.55
the Valuation section of this Prospectus. Investors should note, however, that in circumstances where
fees payable by the Company to such parties are calculated based on the Net Asset Value, a conflict of
interest may arise as such fees will increase if the Net Asset Value increases. Any such party will
endeavour to resolve such conflicts fairly and in the best interests of the Shareholders.
Page 37
37 63862202.55
The Funds
General
The Company has been established as a UCITS umbrella fund with segregated liability between sub
funds. Different Funds may be established from time to time by the Directors with the prior approval of
the Central Bank. This Prospectus will be revised on the introduction of a new Fund or class of Shares
within a Fund. The Funds are operated separately and the assets of each Fund are managed in
accordance with the investment objective and policy applicable to that Fund.
As of the date of this Prospectus, the following Funds have been launched and are available for
investment:
STOCK FUNDS BOND FUNDS
Vanguard Emerging Markets Stock Index Fund Vanguard 20+ Year Euro Treasury Index Fund
Vanguard European Stock Index Fund Vanguard Euro Government Bond Index Fund
Vanguard Eurozone Stock Index Fund Vanguard Euro Investment Grade Bond Index
Fund
Vanguard Global Small - Cap Index Fund Vanguard Eurozone Inflation - Linked Bond Index
Fund
Vanguard Global Stock Index Fund Vanguard Global Bond Index Fund
Vanguard Japan Stock Index Fund Vanguard Japan Government Bond Index Fund
Vanguard Pacific ex - Japan Stock Index Fund Vanguard U.K. Government Bond Index Fund
Vanguard ESG Developed Europe Index Fund Vanguard U.K. Investment Grade Bond Index
Fund
Vanguard ESG Developed World All Cap Equity
Index Fund
Vanguard U.S. Government Bond Index Fund
Vanguard U.S. 500 Stock Index Fund Vanguard U.S. Investment Grade Credit Index
Fund
Vanguard ESG Emerging Markets All Cap
Equity Index Fund
Vanguard U.K. Short - Term Investment Grade
Bond Index Fund
Vanguard Global Short - Term Bond Index Fund
Page 38
38 63862202.55
Vanguard U.S. Treasury Inflation - Protected
Securities Index Fund
Vanguard Global Credit Bond Fund
Vanguard Selected Screened Euro Investment
Grade Bond Index Fund
Vanguard Global Corporate Bond Index Fund
Vanguard Global Short - Term Corporate Bond
Index Fund
Vanguard Emerging Markets Bond Fund
Vanguard ESG Global Corporate Bond Index
Fund
Vanguard U.K. Short - Term Gilt Index Fund
Vanguard Global Government Bond Index Fund
Vanguard Global Strategic Bond Fund
Vanguard Global Core Bond Fund
Vanguard Global Short - Term Core Bond Fund
As of the date of this Prospectus, the following Fund has been established but has not yet launched:
• Vanguard USD High Yield Corporate Bond Fund
The Vanguard Global Enhanced Equity Fund and the Vanguard U.S. Fundamental Value Fund have
been closed to further subscriptions pending submission of an application to the Central Bank for
withdrawal of approval. The Vanguard U.S. Opportunities Fund is currently closed to subscriptions from
new investors. Details of each Fund are set out in Appendix 1 save that details in respect of Vanguard
U.S. Treasury Inflation - Protected Securities Index Fund are set out in a separate supplement to this
Prospectus.
Investment Objectives and Policies of the Funds
The investment objective and policies of each Fund are set out in Appendix 1 or in a separate
supplement to this Prospectus.
The assets of each Fund will be invested with the aim of achieving the investment objective and in
accordance with the investment policy of that Fund. They must also be invested so as to comply with:
Page 39
39 63862202.55
(1) the investment and borrowing powers and restrictions set out in the UCITS Regulations; (2) the
Memorandum and Articles; and (3) this Prospectus.
A summary of the investment powers and restrictions applicable to the Funds is set out in Appendix 1 . Details of Recognised Markets for the Funds are set out in Appendix 5 .
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 interest rate risks under the conditions and
within the limits stipulated by the Central Bank under the UCITS Regulations, as described in Appendix
4 . Except as the Central Bank and the UCITS Regulations may permit and this Prospectus specify, a
Fund may not be leveraged in excess of 100% of its Net Asset Value. See Appendix 4 for information
on the use of Portfolio Investment Techniques, including FDI and for information on leverage and the
calculation of global exposure.
Profile of a Typical Investor
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 Profile of a Typical
Investor as set out for each Fund in Appendix 1 and Risk Factors as set out in this Prospectus and
cross - referenced for each Fund in Appendix 1. If investors are in any doubt about making an
investment, they should consult their professional adviser concerning the acquisition, holding
or disposal of any Shares.
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 index may be
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