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1 VG001 - 001/M85660 - 892520263 - 23864/0
PROSPECTUS
VANGUARD FUNDS PLC
An investment company with variable capital constituted as an umbrella fund with segregated liability between Funds and incorporated with limited liability under the laws of Ireland under registration number 499158 and authorised and regulated by the Centr al Bank of Ireland pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011, as may be amended
This Prospectus is dated as at 1 5 October 2026 .
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VANGUARD FUNDS 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 before making an application for Shares.
Central Bank Authorisation
Authorisation of Vanguard Funds plc (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 n ot 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 the Company, an open - ended investment company with variable capital incorporated in Ireland as a public limited company. It qualifies and is authorised in Ireland by the Central Bank as a UCITS for the purposes of the UCITS Regula tions. The Company is constituted as an umbrella fund, with segregated liability between Funds, insofar as the share capital of the Company is divided into different classes of Shares with one or more classes of Shares representing a portfolio of assets th at makes up a separate Fund. Shares of different classes may be established within a Fund to accommodate different subscription and/or redemption provisions and/or dividends and/or charges and/or fee arrangements, including different ongoing charges figur es.
This Prospectus and any relevant Supplement should be read and constituted as one document. To the extent that there is any inconsistency between this Prospectus and the relevant Supplement, the relevant Supplement shall prevail.
The portfolio of assets maintained for each Fund is invested in accordance with the investment objective and policies applicable to such Fund. Details for each Fund are set out either in Appendix 1 of this Prospectus or otherwise in the Supplement for the relevant Fund.
The Board of 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 does n not contain any untrue or misleading statement, is in accordance with the facts and does not omit anything likely to affect the import of such information. The Directors accept responsibility accordingly. Details in respect of future Funds may also be set out in a separate supplement to this Prospectus.
Reliance on this Prospectus and on the Key Information Document
Shares in any Fund described in this Prospectus or in any relevant Supplement as well as in any relevant Key Information Document are offered only on the basis of the information contained in those documents and the latest audited annual financial report a nd any subsequent semi - annual financial report of the Company. These reports will form part of this Prospectus.
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 pub ublished prospectus.
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No person has been authorised by the Company to give any information or make any representations concerning the Company or in connection with the offering of Shares other than those contained in this Prospectus, and, if given or made, such information or r epresentations must not be relied on as having been given or made by the Company. The delivery of this Prospectus (whether or not accompanied by any reports) or the issue of Shares shall not, under any circumstances, create any implication that the affair s of the Company have not changed since the date hereof.
The distribution of this Prospectus and the offering and placing 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 restri ctions. 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.
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 - language version, the English - language version of this Prospectus shall prevail.
Governing Law
The issue and allotment of Shares is subject to the provisions of the Prospectus, the Constitution and the Application Form and the aforementioned documents, the subscription for or redemption of Shares and the terms of holding of such Shares will be govern rned by and construed in accordance with the laws of Ireland.
The Application Form and the terms on which Shares in a Fund are held shall be governed by and construed in accordance with the laws of Ireland. The Courts of Ireland are to have exclusive jurisdiction to settle any dispute, controversy or claim arising o ut of or in connection with the Application Form, the Prospectus, the Constitution, the Company or its operations, the application for or the holding of Shares in a Fund. Unless the Manager otherwise agrees in writing, an applicant for Shares irrevocably s ubmits to the exclusive jurisdiction of the Irish courts.
Investors’ Reliance on U.S. Federal Tax Advice in this Prospectus
The discussion contained in this Prospectus as to U.S. federal tax considerations is not intended or written to be used, and cannot be used, for the purpose of avoiding penalties. Such discussion is written to support the promotion or marketing of the tra nsactions or matters addressed in this Prospectus. Each taxpayer should seek U.S. federal tax advice based on the taxpayer’s particular circumstances from an independent tax advisor.
Listing
Depending on the currency designation of the relevant ETF Shares, the ETF Shares of each Fund will normally be primarily listed and/or admitted for trading on either the Regulated Market of Euronext Dublin, the main market of London Stock Exchange, the Deu tsche Börse Xetra, the Borsa Italiana, Cboe Europe Equities or the SIX Swiss Exchange, as appropriate (but may be primarily listed on an alternative stock exchange). In addition to the primary listing, it is also intended that the ETF Shares of each Fund may be listed and admitted for trading on a number of other stock exchanges, such listings being secondary to the primary listing (including without limitation any of the aforementioned exchanges and / or Euronext Amsterdam, Euronext Paris, Bolsa Mexicana de Valores and Bolsa Institucional de Valores). The Company does not warrant or guarantee that such listings will take place or continue to exist. For details of where the ETF Shares of the Funds are listed or admitted for trading, please refer to the off fficial Vanguard website ( www.vanguard.co.uk ) .
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Euronext Dublin Listing
Neither the admission of the ETF Shares to the Official List, nor to trading on the Regulated Market of Euronext Dublin, nor the approval of the listing particulars pursuant to the listing requirements of Euronext Dublin shall constitute a warranty or repr esentation by Euronext Dublin as to the competence of service providers to or any other party connected with the Company, the adequacy of information contained in the listing particulars or the suitability of the Company for investment purposes.
United Kingdom
The Company is registered as a “recognised scheme” for the purposes of Section 264 of the Financial Services and Markets Act 2000 (the “ FSMA ”) of the United Kingdom and shares in the Company may upon such registration be promoted and sold to the general public in the United Kingdom subject to compliance with the FSMA and applicable regulations made thereunder. Potential investors in the Unite d Kingdom should be aware that most of the protections afforded by the United Kingdom’s regulatory system will not apply to an investment in the Company and that compensation will not be available under the United Kingdom Financial Services Compensation Sc heme.
United States
The Shares have not been, and will not be, registered under the 1933 Act or the securities laws of any of the states of the United States. The Shares may not be offered or sold directly or indirectly in the United States or to or for the account or benefi t of any US Person, except pursuant to an exemption from, or in a transaction not subject to the regulatory requirements of the 1933 Act or 1940 Act and any applicable federal or state securities laws. Any re - offer or resale of any of the Shares in the Un ited States or to US Persons may constitute a violation of U.S. law. In the absence of such exemption or exempt transaction, each applicant for Shares will be required to certify that it is not a US Person.
The Company is not open for investment by any US Person except in exceptional circumstances and then only to certain qualified investors with the prior consent of the Directors. A prospective investor will be required at the time of acquiring Shares to re present that such investor meets any qualification criteria established by the Directors, and is not a US Person or acquiring Shares for or on behalf of a US Person. The prior consent of the Directors is required in respect of each application for Shares and the granting of such consent does not confer on investors a right to acquire Shares in res pect of any future or subsequent application. The Directors may, in their sole discretion, redeem Shares of any investors who become US Persons and have not otherwise been approved by the Directors to own Shares.
Additionally, Shares may not be acquired by a person who is deemed to be a US Person.
India
In addition, Shares of the Company have not been and will not be registered under the laws of India and are not intended to benefit from any laws in India promulgated for the protection of investors. Due to Indian regulatory requirements, no Shares of the Vanguard FTSE All - World UCITS ETF, the Vanguard FTSE Emerging Markets UCITS ETF or the Vanguard FTSE All - World High Dividend Yield UCITS ETF shall be knowingly offered to, directly or indirectly, sold or delivered within India or, transferred to, purchase d by, held for or on the account of or for the benefit of (i) a “person resident in India” (as such term is defined in the Foreign Exchange Management Act, 1999 as may be amended or supplemented from time to time), or, (ii) any other entity or person disqu alified or otherwise prohibited from accessing the Indian securities market under applicable laws, as may be amended from time to time. Each investor must satisfy itself regarding compliance with these requirements, prior to subscribing to or purchasing th e Shares.
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France
As of the date of this Prospectus, d eposits made on a P Plan d’Epargne en Actions (PEA) can be used for the acquisition of ETF Shares of Vanguard FTSE Developed Europe ex UK UCITS ETF ; Vanguard Germany All Cap UCITS ETF ; and Vanguard FTSE Eurozone UCITS ETF . These Funds 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 p 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 equivale nt tax under its local standard tax law.
Jurisdictional Considerations
Potential investors should inform themselves as to:
(a) the legal requirements within the countries of their nationality, citizenship, residence, ordinary residence or domicile for the acquisition of Shares;
(b) any foreign exchange restrictions or exchange control requirements which they might encounter on the acquisition or sale of Shares;
(c) the income tax and other taxation consequences which might be relevant to the acquisition, holding, redemption, conversion or disposal of Shares; and
(d) any requisite government or other consents and the observing of any other formalities.
The Constitution
The provisions of the Constitution 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 ow n professional advisers concerning the acquisition, holding or disposal of Shares. The Company makes no representation or warranties in respect of suitability.
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CONTENTS Page No
Terms used in this Document ................................ ................................ ................................ .............. 10
Directory ................................ ................................ ................................ ................................ .............. 20
The Company ................................ ................................ ................................ ................................ ...... 21 General ................................ ................................ ................................ ................................ ... 21 Umbrella Fund ................................ ................................ ................................ ........................ 21 Share capital ................................ ................................ ................................ ........................... 22 The Directors ................................ ................................ ................................ .......................... 22 Company Secretary ................................ ................................ ................................ ................ 24 Base Currency ................................ ................................ ................................ ........................ 24 Category of scheme ................................ ................................ ................................ ................ 24 Further information ................................ ................................ ................................ ................ 24
Management and Administration ................................ ................................ ................................ ........ 25 The Manager ................................ ................................ ................................ .......................... 25 The Investment Managers and Promoter ................................ ................................ ................ 26 The Distributor ................................ ................................ ................................ ....................... 27 The Administrator ................................ ................................ ................................ .................. 28 The Depositary ................................ ................................ ................................ ....................... 28 Paying Agents, Local Representatives and Distributors ................................ ........................ 30 Index Providers ................................ ................................ ................................ ...................... 31 The Auditors ................................ ................................ ................................ ........................... 31 Conflicts of Interest ................................ ................................ ................................ ................ 31
The Funds ................................ ................................ ................................ ................................ ............ 34 General ................................ ................................ ................................ ................................ ... 34 Investment Objectives and Strategies of the Funds ................................ ................................ 35 Indices ................................ ................................ ................................ ................................ .... 36 Change of Index ................................ ................................ ................................ ..................... 36 Benchmarks Regulation ................................ ................................ ................................ ......... 36 Index rebalancing and costs ................................ ................................ ................................ ... 37 Data Protection ................................ ................................ ................................ ....................... 37 Plain Talk about Excess Return and Tracking Error ................................ .............................. 38 Sustainable Finance ................................ ................................ ................................ ................ 39 Fixed Income Funds ................................ ................................ ................................ ............... 40 Investment Techniques ................................ ................................ ................................ ........... 41 Portfolio Management Techniques ................................ ................................ ........................ 44 Profile of a typical investor in the Funds ................................ ................................ ............... 44
Shares ................................ ................................ ................................ ................................ .................. 45 Classes of Shares ................................ ................................ ................................ .................... 45 Currency Hedging at Fund Level ................................ ................................ ........................... 45 Currency Hedging at Share Class Level ................................ ................................ ................. 45 ETF Shares ................................ ................................ ................................ ............................. 46 Distributing and Accumulating ................................ ................................ .............................. 46 Switching ................................ ................................ ................................ ................................ 46 Register ................................ ................................ ................................ ................................ .. 47 Clearing and Settlement ................................ ................................ ................................ ......... 48 Global Clearing and Settlement ................................ ................................ ............................. 48 International Central Securities Depositaries ................................ ................................ ......... 48 Notices of Meetings and the Exercise of Voting Rights through the International Central Securities Depositaries ................................ ................................ .............................. 49 Directors’ Discretion ................................ ................................ ................................ .............. 50
Dealing ................................ ................................ ................................ ................................ ................ 51
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General ................................ ................................ ................................ ................................ ... 51 ETF Shares ................................ ................................ ................................ ............................. 51 Issue of Shares in exchange for in - kind assets ................................ ................................ ....... 52 Money Laundering Prevention ................................ ................................ ............................... 52 Minimum Holdings ................................ ................................ ................................ ................ 53 The Secondary Market ................................ ................................ ................................ ........... 53
Buying Shares ................................ ................................ ................................ ................................ ..... 55 Procedure ................................ ................................ ................................ ................................ 55 Purchase of ETF Shares ................................ ................................ ................................ ......... 55 Cash Creation Fee ................................ ................................ ................................ .................. 58 Anti - Dilution Levy ................................ ................................ ................................ ................. 58 Settlement ................................ ................................ ................................ ............................... 59 Shares held through Recognised Clearing and Settlement Systems ................................ ....... 59 Currency of Subscription ................................ ................................ ................................ ....... 59 Acceptance of Orders ................................ ................................ ................................ ............. 59 Amendments to Shareholder Details ................................ ................................ ...................... 60 Failure to Settle ................................ ................................ ................................ ...................... 60 Timing of Orders ................................ ................................ ................................ .................... 60 Documents the Investor will receive ................................ ................................ ...................... 60 Market timing and frequent trading ................................ ................................ ........................ 60
R edeeming S hares ................................ ................................ ................................ ............................... 62 Procedure ................................ ................................ ................................ ................................ 62 Redemption of ETF Shares ................................ ................................ ................................ .... 62 General ................................ ................................ ................................ ................................ ... 63 Liquidity Management Tools ................................ ................................ ................................ . 66 Mandatory Redemption ................................ ................................ ................................ .......... 66 Cash Redemption Fee ................................ ................................ ................................ ............. 66 Anti - Dilution Levy ................................ ................................ ................................ ................. 67 Holding Over ................................ ................................ ................................ .......................... 67 Mandatory Redemption ................................ ................................ ................................ .......... 67
Anti - Dilution Levy ................................ ................................ ................................ .............................. 68
Temporary Suspension of Dealing in Shares ................................ ................................ ...................... 69
Restrictions and Compulsory Transfer and Redemption of Shares ................................ ..................... 71 General ................................ ................................ ................................ ................................ ... 71 US Persons ................................ ................................ ................................ ............................. 72
Transfer of Shares ................................ ................................ ................................ ............................... 73 Procedure ................................ ................................ ................................ ................................ 73 Restrictions on Transfer ................................ ................................ ................................ ......... 73
Valuation ................................ ................................ ................................ ................................ ............. 74 Valuation ................................ ................................ ................................ ................................ 74
Share Prices ................................ ................................ ................................ ................................ ......... 75 Calculation of Share prices ................................ ................................ ................................ ..... 75 Publication of prices ................................ ................................ ................................ ............... 75
Risk Factors ................................ ................................ ................................ ................................ ......... 76 Management Risk ................................ ................................ ................................ ................... 76 Index Risks ................................ ................................ ................................ ............................. 76 Counterparty Risk to the Depositary ................................ ................................ ...................... 76 Inaction by the Common Depositary and/or an International Central Securities Depositary ................................ ................................ ................................ .............................. 77 Risks Associated with delays in providing complete customer due diligence ....................... 77 Payments ................................ ................................ ................................ ................................ 77
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Failure to Settle ................................ ................................ ................................ ...................... 77 Umbrella Cash Subscription and Redemption Account (“Collection Account”) Risk .......... 78 Broker Risk and Sub - Custody Risk ................................ ................................ ........................ 78 Concentration Risk ................................ ................................ ................................ ................. 79 Asset Class Risk ................................ ................................ ................................ ..................... 79 Absence of Active Market Risk ................................ ................................ ............................. 79 Index Accuracy Risk ................................ ................................ ................................ .............. 79 Index Sampling Risks ................................ ................................ ................................ ............. 80 Index Tracking Risk ................................ ................................ ................................ ............... 80 Index Unscheduled Rebalancing Risk ................................ ................................ .................... 81 Investment in Subordinate and Callable Bonds Risk ................................ ............................. 81 Investment Manager Risk ................................ ................................ ................................ ....... 82 Portfolio Turnover Risk ................................ ................................ ................................ ......... 82 Market Risk ................................ ................................ ................................ ............................ 82 Liquidity consideration ................................ ................................ ................................ .......... 82 Counterparty Risk ................................ ................................ ................................ .................. 82 Country Risk ................................ ................................ ................................ .......................... 83 Suspension Risks ................................ ................................ ................................ .................... 83 Emerging Markets Risks ................................ ................................ ................................ ........ 83 Investing in Other Collective Investment Schemes ................................ ................................ 84 Risks Associated With Investment in Russia ................................ ................................ ......... 84 Credit and Fixed Interest Securities ................................ ................................ ....................... 85 Currency Risk ................................ ................................ ................................ ......................... 86 Derivative Instruments Risk ................................ ................................ ................................ ... 86 Risk Management Process ................................ ................................ ................................ ..... 88 Swaption Risk ................................ ................................ ................................ ........................ 89 Foreign Securities – China A - shares Risk ................................ ................................ .............. 89 Investment in China Bonds ................................ ................................ ................................ .... 90 Foreign Taxes Risk ................................ ................................ ................................ ................. 91 Portfolio Transaction Charges ................................ ................................ ................................ 91 Basket Customisation Fee ................................ ................................ ................................ ...... 91 Political and/or Regulatory Risks ................................ ................................ ........................... 91 Auditing and Accounting Standards Risk ................................ ................................ .............. 91 The Umbrella Structure of the Company and Segregated Liability between Funds .............. 92 Paying Agents ................................ ................................ ................................ ........................ 92 Investment Techniques ................................ ................................ ................................ ........... 92 Ownership Limit Risk ................................ ................................ ................................ ............ 92 Futures Contracts ................................ ................................ ................................ .................... 93 Repurchase and Reverse Repurchase Agreements ................................ ................................ . 93 Securities Lending Arrangements ................................ ................................ .......................... 94 Past performance ................................ ................................ ................................ .................... 95 Stock market risk ................................ ................................ ................................ .................... 95 Investment style risk ................................ ................................ ................................ ............... 95 Secondary - Market Risks ................................ ................................ ................................ ........ 95 Nominee Arrangements Risks ................................ ................................ ................................ 95 Eurozone Crisis Risks ................................ ................................ ................................ ............ 96 Withdrawal of the United Kingdom from the European Union ................................ ............. 96 Securitisation Regulation ................................ ................................ ................................ ....... 96 European Market Infrastructure Regulation ................................ ................................ ........... 97 Force Majeure ................................ ................................ ................................ ........................ 98 Sustainability Risk ................................ ................................ ................................ .................. 98 Authorised Participant Concentration Risk ................................ ................................ ............ 98 Currency Hedged Share Classes ................................ ................................ ............................. 99 Investing in Smaller Companies ................................ ................................ ............................. 99
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Fees and Expenses ................................ ................................ ................................ ............................. 100 Ongoing Charges Figure ................................ ................................ ................................ ...... 100 Manager’s Fee ................................ ................................ ................................ ...................... 100 Operational Fees ................................ ................................ ................................ ................... 100 Establishment Fees ................................ ................................ ................................ ............... 100 Directors’ Fees ................................ ................................ ................................ ..................... 101 Deduction and Allocation of Expenses ................................ ................................ ................ 101
Dividend Distribution Policy ................................ ................................ ................................ ............. 102 Accumulating Shares ................................ ................................ ................................ ............ 102 Distributing Shares ................................ ................................ ................................ ............... 102
Taxation ................................ ................................ ................................ ................................ ............. 103 Taxation of the Company in Ireland ................................ ................................ ..................... 103 Irish Courts Service ................................ ................................ ................................ .............. 108 United Kingdom Tax Considerations ................................ ................................ ................... 111 Taxation of the Company ................................ ................................ ................................ ..... 111 Taxation of Shareholders ................................ ................................ ................................ ..... 112 Foreign Account Tax Compliance Act and the Common Reporting Standards ................... 114
APPENDIX 1 – – THE FUNDS ................................ ................................ ................................ .......... 116 Vanguard S&P 500 UCITS ETF ................................ ................................ .......................... 119 Vanguard FTSE 100 UCITS ETF ................................ ................................ ........................ 125 Vanguard U.K. Gilt UCITS ETF ................................ ................................ .......................... 131 Vanguard FTSE All - World UCITS ETF ................................ ................................ .............. 136 Vanguard FTSE Emerging Markets UCITS ETF ................................ ................................ 142 Vanguard FTSE Developed Europe UCITS ETF ................................ ................................ 148 Vanguard FTSE Developed Asia Pacific ex Japan UCITS ETF ................................ .......... 154 Vanguard FTSE Japan UCITS ETF ................................ ................................ ..................... 160 Vanguard FTSE All - World High Dividend Yield UCITS ETF ................................ ........... 166 Vanguard FTSE 250 UCITS ETF ................................ ................................ ........................ 172 Vanguard FTSE Developed World UCITS ETF ................................ ................................ .. 178 Vanguard FTSE North America UCITS ETF ................................ ................................ ...... 184 Vanguard FTSE Developed Europe ex UK UCITS ETF ................................ ..................... 190
Appendix 2 ................................ ................................ ................................ ................................ ........ 196 Determination of Net Asset Value ................................ ................................ ....................... 196
Appendix 3 ................................ ................................ ................................ ................................ ........ 199 Investment Powers and Restrictions ................................ ................................ ..................... 199
Appendix 4 ................................ ................................ ................................ ................................ ........ 206 Portfolio Investment Techniques ................................ ................................ .......................... 206
Appendix 5 ................................ ................................ ................................ ................................ ........ 215 Regulated Markets ................................ ................................ ................................ ................ 215
Appendix 6 ................................ ................................ ................................ ................................ ........ 219 General Information ................................ ................................ ................................ ............. 219
Appendix 7 ................................ ................................ ................................ ................................ ........ 226 Information for Investors in Specific Jurisdictions ................................ .............................. 226
Appendix 8 ................................ ................................ ................................ ................................ ........ 234 List of Depositary Sub - Delegates ................................ ................................ ......................... 234
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TERMS USED IN THIS DOCUMENT
Act The Companies Act 2014 of Ireland, as amended or updated from time to time.
Administrator Brown Brothers Harriman Fund Administration Services (Ireland) Limited or such other person as may be appointed, with the prior approval of the Central Bank to provide administration, transfer and registrar services to the Funds.
ADR American Depository Receipt.
AIFMD The Alternative Investment Fund Managers Directive 2011/61/EU.
Application Form Such application form or forms as the Directors (or their delegates) may prescribe for the purposes of opening an account and pursuant to which the Authorised Participant is permitted to instruct a subscription or a redemption of Creation Units in the Comp any.
Authorised Participant An entity or person which is authorised by the Company for the purposes of instructing a subscription or a redemption of Creation Units with the Company.
Authorised Participant Agreement The agreement between the Company and an Authorised Participant pursuant to which the Authorised Participant is permitted to instruct a subscription or a redemption of Creation Units in the Company.
Base Currency The base currency of a Fund, being the currency in which the Net Asset Value is calculated.
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 . Cash Component The cash element required in part satisfaction of an in - kind subscription.
Central Bank The Central Bank of Ireland or any successor thereto.
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 same may be amended, supplemented or re - enacted from time to time.
Central Bank Requirements The requirements of the Central Bank from time to time applicable to UCITS, including the Central Bank UCITS Regulations and any other requirements or conditions of the Central Bank pursuant to the UCITS Regulations or otherwise and to which UCITS are subj ect.
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Clearstream Clearstream Banking, Societe Anonyme, Luxembourg and any successor in business thereto.
Common Depositary The entity appointed as depositary for the International Central Securities Depositary, currently The Bank of New York Mellon, London Branch.
Common Depositary’s Nominee The entity appointed as nominee for the Common Depositary and as such, acts as the registered holder of the ETF Shares in a Fund, currently The Bank of New York Depository (Nominees) Limited.
Constitution The Constitution of the Company for the time being in force and as may be amended from time to time.
Courts Service The Courts Service is responsible for the administration of moneys under the control or subject to the order of the Courts.
Creation Unit In respect of a Fund, the predetermined number of Shares which an Authorised Participant must subscribe for or redeem when subscribing for or redeeming ETF Shares. Such number is set out in the details for the relevant Fund either in Appendix 1 of this Prospectus or otherwise in the Supplement for the relevant Fund. The Net Asset Value for a Creation Unit is the Net Asset Value per Share of the relevant ETF Shares multiplied by the number of Shares in a Creation Unit.
Custody Transaction Fee The transaction fee payable to the Depositary for fees incurred: (a) on a subscription, in settling each underlying security into the relevant sub - custody account or; (b) on a redemption, moving each underlying security from the relevant sub - custody accoun t.
Cut - Off Time The point in time by reference to a Dealing Day, as specified in respect of each Fund either in Appendix 1 to this Prospectus or otherwise in the Supplement for the relevant Fund, prior to which a dealing request must be received by the Portal Operator through the Portal for onward transmission to the Administrator in order to permit the dealing request to be p processed in respect of the relevant Dealing Day, provided always that, unless otherwise disclosed in either Appendix 1 to this Prospectus or the Supplement in respect of a Fund, on a day on which a market on which 25% or more of the Fund’s investments are listed or traded closes earlier than normal, such earlier time at which such market closes shall be the Cut - Off Time for the relevant Dealing Day.
Dealing Day Any day with respect to which a Fund accepts subscription and/or redemption orders, details of which for each Fund are set out either in Appendix 1 of this Prospectus or otherwise in the Supplement for the relevant Fund, or any such other day or days as may be determined by the Directors subject to advance Shareholder notice.
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Declaration A valid declaration as set out in Schedule 2B TCA in a form prescribed by the Irish Revenue Commissioners for the purposes of Section 739D TCA (as may be amended from time to time).
Dematerialised Form Shares, title to which is recorded as being in uncertificated form and which may be transferred by means of a computer based settlement system in accordance with the Companies Act, 1990 (Uncertificated Securities) Regulations, 1996 of Ireland.
Depositary Brown Brothers Harriman Trustee Services (Ireland) Limited or such other person as may be appointed, with the prior approval of the Central Bank to provide depositary services to the Funds.
Deposit Securities A basket of securities to be provided in part settlement of an in kind subscription.
Directive Council Directive of 13 July 2009 ( 2009/65/EC ) on the co ordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (as may be amended and/or supplemented from time to time).
Directors The Board of Directors of the Company for the time being and any duly constituted committee thereof.
Distributor Vanguard Asset Management, Limited and/or any other person for the time being acting as a distributor of Shares.
EEA The European Economic Area being at the date of this Prospectus the EU Member States, Norway, Iceland and Liechtenstein.
EEA State A member state of the EEA.
EMIR Regulation (EU) No 648/2012 of the European Parliament and Council on OTC derivatives central counterparties and trade repositories dated 4 July 2012, as may be amended, supplemented or replaced from time to time.
ESMA The European Securities and Markets Authority or such replacement or successor authority as may be appointed from time to time.
ETF Shares Shares issued by the Company that are intended to be actively traded on a secondary market.
European Union or EU The member states as at the date of this Prospectus.
EU Member State A member state of the European Union.
EU MMF A Fund authorised as a money market fund pursuant to the EU Money Market Fund Regulation.
EU Money Market Fund Regulation or EU MMFR
Regulation (EU) 2017/1131 of the European Parliament and of the Council as amended or supplemented from time to time, including
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any delegated acts adopted thereunder and any implementing rules or conditions that may from time to time be imposed thereunder by the Central Bank or the European Securities and Markets Authority.
Euro or € The currency unit referred to in the second sentence of Article 2 of Council Regulation (EC) no. 974/98 of 3 May 1998 on the introduction of the Euro.
Euroclear Euroclear Bank S.A./N.V. and any such successor in business thereto.
Euronext Dublin Irish Stock Exchange plc trading as Euronext Dublin.
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 for which the Company will not deduct Irish tax in respect of the Shares once a Declaration h as been received by the Company confirming the Shareholder’s exempt status (where required).
FDI Financial derivative instruments.
FCA The Financial Conduct Authority or any successor thereto . Fund A portfolio of assets established by the Directors (with the prior approval of the Central Bank) and constituting a separate Fund represented by a class or classes of Shares and invested in accordance with the investment objective and policies applicable t o such Fund.
GBP The lawful currency of the United Kingdom.
GDR Global Depository Receipt.
German Investment Tax Act The German Investment Tax Act, 2018 as same may be amended, supplemented or re - enacted from time to time.
Global Share Certificate The certificate evidencing entitlement to Shares, further described under the Global Clearing and Settlement section of this Prospectus.
Index The index of securities which an index tracking Fund will aim to track or replicate, pursuant to its investment objective and in accordance with its investment strategies as set out either in Appendix 1 of this Prospectus or otherwise in the Supplement for the relevant Fund . Index Provider The entity or person who, by itself or through a designated agent, compiles, calculates and publishes information on the relevant Index and who has licensed the Index to the Investment Manager, or other members of the Vanguard Group of Companies, to use th e Index.
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Indicative Net Asset Value A measure of the intraday value of the net asset value of a Fund based on the most up - to - date information. The Indicative Net Asset Value is not the value at which investors on the secondary market purchase and sell their shares.
International Central Securities Depositary
Such Recognised Clearing and Settlement System(s) used by the Funds in issuing Shares through the International Central Securities Depositary settlement system, which is an international settlement system connected to multiple national markets.
Intermediary A person who carries on a business which consists of, or includes, the receipt of payments from an investment undertaking on behalf of other persons or holds shares in an investment undertaking on behalf of other persons.
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 to the particular Fund and reference to “the Investment Manager” within this Prospectus and relevant Supplement shall b e construed accordingly.
Irish Resident Any company resident or other person resident or ordinarily resident, in Ireland for the purposes of Irish tax. See the “ Taxation ” section for the summary of the concepts of residence and ordinary residence issued by the Irish Revenue Commissioners.
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.
London Stock Exchange The London Stock Exchange Plc.
Manager Vanguard Group (Ireland) Limited and/or such other person as may be appointed, with the prior approval of the Central Bank to provide management services to the Company.
Member A Shareholder or Subscriber Shareholder.
MiFID II Directive 2014/65/EU on markets in financial instruments.
Money Market Instruments Instruments, as prescribed by Central Bank Requirements, 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 as described in further detail in Appendix 2 . Net Asset Value per Share In relation to any Shares, the Net Asset Value divided by the number of Shares issued or deemed to be issued in respect of that Fund as of the relevant Valuation Point and, in relation to Shares
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of any class, 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, Columbia, Costa Rica, the Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Israel, It aly, Japan, Korea, Latvia, Lithuania, Luxembourg, Mexico, the Netherlands, New Zealand, Norway, Poland, Portugal, Slovakia, 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.
OTC derivative An FDI dealt over - the - counter, rather than on a Regulated Market.
Participant Accountholders in the International Central Securities Depositaries, which may include Authorised Participants, their nominees or agents, and who hold their interests in Shares of the Funds settled and/or cleared through the applicable International Centra l Securities Depositary.
Portal The web based portal and online order entry facility operated by the Portal Operator.
Portal Operator The Distributor or such other entity or person that provides services in the operation of the Portal on behalf of the Company at any given time.
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 t ime to time).
Prospectus This document and, where the context so requires or implies, any supplement or addendum thereto, any document designed to be read and construed and to form part of this document including the Company’s most recent annual report and accounts (if issued) or, if more recent, its interim report and accounts.
Qualified Holder Any person, corporation or entity other than (i) a US Person (including those deemed to be US Persons under Regulation S under the 1933 Act); (ii) any other person, corporation or entity which cannot acquire or hold Shares without violating laws or regulat ions whether applicable to it or the Company or otherwise, or whose holding might result (either individually or in conjunction with other Shareholders in the same circumstances) in the Company or its Shareholders incurring some legal, regulatory, taxation , pecuniary or material administrative disadvantage or other adverse consequence which the Company or its Shareholders
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might not otherwise incur or suffer, or the Company being required to register any class of its securities under the laws of any jurisdiction (including, without limitation, the 1933 Act, and the regulations thereunder); or (iii) a custodian, nominee, or t rustee for any person, corporation or entity described in (i) to (ii) above and (iv) in relation to the Vanguard FTSE All - World UCITS ETF, the Vanguard FTSE Emerging Markets UCITS ETF or the Vanguard FTSE All - World High Dividend Yield UCITS ETF any person, corporation or entity other than (a) a “person resident in India” (as such term rm is defined in the Foreign Exchange Management Act, 1999 as may be amended or supplemented from time to time), or (b) any other entity or person disqualified or otherwise prohibited from accessing the Indian securities market under applicable laws,
as may be amended from time to time.
Redemption Balancing Amount The cash element required in part satisfaction of an in - kind redemption to equalise any difference between the Redemption Securities (as defined in the section headed “ Dealing ”) and the redemption price for a Creation Unit.
Redemption Basket The basket of securities provided to an Authorised Participant redeeming a Creation Unit as published by the Portal Operator through the Portal.
Recognised Clearing and Settlement System
A clearing system recognised by the Irish Revenue Commissioners for the purposes of Section 739B TCA (e.g. Euroclear or Clearstream).
Register The register of Members of the Company.
Regulated Market Any regulated exchange or market listed or referred to in Appendix 5 hereto.
Relevant Institutions A credit institution which falls under one of the following categories:
A credit institution authorised in the EEA.
A credit institution authorised within a signatory state, other than an EEA 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 an d amending Regulation (EU) No 648/2012.
RMP Risk Management Process.
SEC The U.S. Securities and Exchange Commission .
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Share or Shares A participating 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.
Shareholder A person registered in the Register as a holder or holders of Shares.
Special Resolution A resolution requiring, in order to be passed, a majority of not less than 75% of the votes cast by Members present in person or by proxy and being entitled to vote at a general meeting.
Sub - Investment Manager Any entity to which an Investment Manager has delegated responsibility for investment management in respect of any Fund.
Subscriber Shareholder A person registered in the Register as a holder of Subscriber Shares.
Subscriber Shares The initial issued Share capital of 2 subscriber Shares of $1.00 each and initially designated as “Subscriber Shares which do not entitle the holders to participate in the profits of the Company attributable to any Fund.
Supplement A ny document issued by the Company expressed to be a supplement to this Prospectus.
Sustainable Finance Disclosure Regulation
Taxonomy 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.
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 of Ireland (as amended).
Tracking Error The volatility of the difference between the return of a Fund and the return of the Fund’s Index.
Transferable Securities • Shares in companies and other securities equivalent to shares in companies fulfilling the criteria in Part 1 of Schedule 2 of the UCITS Regulations applicable to them,
• Bonds and other forms of securitised debt fulfilling the criteria in Part 1 of Schedule 2 of the UCITS Regulations applicable to them,
• other negotiable securities that carry the right to acquire any such transferable securities by subscription or exchange fulfilling the criteria in Part 1 of Schedule 2 of the UCITS Regulations applicable to them,
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• securities specified for the purposes of this definition in Part 2 of Schedule 2 of the UCITS Regulations,
other than the techniques and instruments referred to in Regulation 69(2)(a) of the UCITS Regulations.
UCITS An Undertaking for Collective Investment in Transferable Securities within the meaning of the UCITS Regulations.
UCITS Regulations The European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011 (S.I. 352 of 2011) (as amended and as may be further amended, supplemented or replaced from time to time).
U.S. or United States The United States of America, its possessions and territories , including any state of the United States of America and the District of Columbia.
US$ The lawful currency of the United States of America.
US Taxpayer This includes: (i) a U.S. citizen or resident alien of the U.S. (as defined for U.S. federal income tax purposes); (ii) any entity treated as a partnership or corporation for U.S. federal tax purposes that is created or organised in, or under the laws of, t the U.S. or any state thereof (including the District of Columbia); (iii) any other partnership that is treated as a US Taxpayer under U.S. Treasury Department regulations; (iv) any estate, the income of which is subject to U.S. income taxation regardless of source; and (v) any trust over whose administration a court within the U.S. has primary supervision and all substantial decisions of which are under the control of one or more U.S. fiduciaries. Persons who have lost their U.S. citizenship and who live outside the U.S. may nonetheless, in some circumstances, be treated as US Taxpayers.
US Person Any person falling within the definition of the term US Person under Regulation S promulgated under the 1933 Act 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 Dealing Day on the market that closes last on the relevant Dealing Day and 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.
1933 Act The Securities Act of 1933 (of the United States), as amended.
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1940 Act The US Investment Company Act of 1940 (of the United States), as amended.
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DIRECTORY
The Company 70 Sir John Rogerson’s Quay Dublin 2 Ireland
Board of Directors Jonathan Cleborne (Chair) Robyn Laidlaw Tom Challenor Raj Singh Lisa Harlow Kaitlyn Caughlin Carin Bryans
Investment Managers/Promoter Vanguard Asset Management, Limited 4 th Floor, The Walbrook Building 25 Walbrook London EC4N 8AF United Kingdom; and
Vanguard Global Advisers, LLC P.O. Box 2600 Valley Forge, PA 19482 U.S.A.
Manager Vanguard Group (Ireland) Limited 70 Sir John Rogerson’s Quay Dublin 2 Ireland
Administrator, Registrar and Transfer Agent Brown Brothers Harriman Fund Administration Services (Ireland) Limited 30 Herbert Street Dublin 2 Ireland
Distributor Vanguard Asset Management, Limited 4 th Floor, The Walbrook Building 25 Walbrook London EC4N 8AF United Kingdom
Depositary Brown Brothers Harriman Trustee Services (Ireland) Limited 30 Herbert Street Dublin 2 Ireland
Legal Advisers as to Matters of Irish Law Arthur Cox Ten Earlsfort Terrace 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
Auditors KPMG 1 Harbourmaster Place IFSC Dublin 1 DO1 F6F5 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 24 May 2011 under registration number 499158. The Company is established as an umbrella - type investment company with variable capital and with segregated liability between Funds and is auth orised by the Central Bank as a UCITS pursuant to the UCITS Regulations. Where indicated in a Supplement for the relevant Fund , a Fund may also be authorised a as an EU MMF p pursuant to the EU Money Market Fund Regulation. Vanguard Global Advisers, LLC is the promoter of the Company.
All holders of Shares are entitled to the benefit of, are bound by and are deemed to have notice of the provisions of the Constitution, copies of which are available as described in “ Documents of the Company ” in Appendix 6 (“ General Information ”) 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, in accordance with Central Bank Requirements, issue different classes of Shares in such currencies as they deem fi fit and designate one or more of such classes as representing a separate portfolio of assets (each such separate portfolio being a Fund). The assets of each Fund will be invested in accordance with the investment objective and policies applicable to such F und. 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 liabilities of any Fund. Investors should, however, note the risk factor The Umbrella Structure of the Company and Segregated Liability between Funds under the “ Risk Factors ” section of this Prospectus.
Under the Constitution, the Directors may establish separate Funds, with separate records, for one or more classes of Shares in the following manner:
(a) The Company will keep separate books of account for each Fund in the Base Currency of the relevant Fund. The proceeds from the issue of each class of Shares will be applied to the Fund established for that class or classes of Shares, and the assets and li abilities and income and expenditure attributable thereto will be applied to such Fund.
(b) The assets of each Fund shall belong exclusively to that Fund, shall be segregated in the records of the Depositary from the assets of other Funds, and shall not (save as provided in the Act), be used to discharge directly or indirectly the liabilities of or claims against any other Fund and shall not be available for such purpose.
(c) 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.
(d) 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.
(e) 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.
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(f) 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 assets of the Company, a liability would not be properly allocated as intended under (d) above.
(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 liabilitie s 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 authorised Share capital of the Company is US$2.00 represented by 2 Subscriber Shares issued at US$1.00 each and 5,000,000,000,000 (five trillion) Shares of no par value, initially designated as Shares which the Directors are empowered to issue on such terms as they think fit. Shares in the Company may be marketed in other EEA States and in countries outside the EU and the EEA, subject to the UCITS Regulations and Central Bank Requirements, and any regulatory constraints in those countries, if the Manager so decides.
The Directors
The Directors are responsible for managing the business affairs of the Company. Under the Constitution, 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, related fund accounting matters (including the calculation of the Net Asset Value per Share), administration, trans fer agency and registrar services to the Administrator. The Manager has delegated responsibility for the investment, management and disposal of the assets of the Fund to the relevant Investment Manager. The Manager has delegated responsibility for the di stribution of Shares to the Distributor.
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. Th e 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 address of the Di rectors is the registered office of the Company.
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. Cleborn e 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, ETF s, and their advisors. The department is also responsible for developing the optimal fund lineup for investors, analyzing the health, usage, and competitive landscape of Vanguard's funds and ETFs and serving as specialized product experts.
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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.
Robyn Laidlaw (New Zealand) 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. Rob yn 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 sen ior financial position with BAT Industries plc. Tom Challenor has wide Board experience at both Executive Director and Independent Non - Executive Directorship levels. He is currently an INED with Aberdeen Diversified Income and Growth Trust plc, and recentl y 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 gl obal 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 internati onal 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 um. He has chaired and been a board member of subsidiary entities at Standard Life Aberdeen, Swiss Re and Allianz. He was an early pioneer with regard to the sustainability agenda and ethical underwriting at Allianz SE, which at the time also included Dres dner 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 O MX 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 com mittee, 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 c ommittees. 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 exe cutives, 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 fo 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).
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Ms. Harlow has a B.A. Honours in humanities from Manchester Metropolitan University and holds the IMC and CFA ESG.
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 pr iorities. 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 cur urrent 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. P reviously, 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 seve ral 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 gro ups. 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 boar d 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 lin es 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 Iris h 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.
Company Secretary
The Company Secretary is Matsack Trust Limited.
Base Currency
The Base Currency for each Fund is shown either in Appendix 1 of this Prospectus or otherwise in the Supplement for the relevant Fund.
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 and other matters are 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 secretary of the Manager is Matsack Trust Limited.
The Manager and the Investment Managers are ultimately wholly owned subsidiaries of The Vanguard Group, Inc. The Vanguard Group, Inc., is a family of investment companies with more than 4 463 distinct funds holding assets of approximately US$ 12 trillion as at 3 1 December 2025 .
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 and is authorised and regulated by the Central Bank.
Terms of Appointment
Under the amended and restated management agreement between the Company and the Manager dated 27 March 2019 (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 writte n notice to the other party if such other party:
(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); or
(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 in the event that the Manager’s authorisation to act as a management company under the UCITS Regulations is revoked or that notice of intention to revoke such a uthorisation is received by the Manager or if the Manager is no longer permitted by any applicable law to exercise its duties or powers under the Management Agreement.
The Management Agreement provides that in the absence of negligence, wilful default, fraud or bad faith, the Manager (and its directors, officers, employees and agents) shall not be liable for any loss or
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damage arising directly or indirectly out of any act or omission done or suffered by the Manager in the performance of its duties under the Management Agreement. The Management Agreement provides further that the Company shall indemnify and hold harmless the Manager (and each of its directors, officers, employees and agents) from and against any and all claims, actions, proceedings, damages, losses, liabilities, costs and expenses (including legal fees and expenses) directly or indirectly suffered or incurr rred by the Manager arising out of or in connection with the performance of its duties under the Management Agreement otherwise than in respect of the negligence, wilful default, fraud or bad faith by the Manager in relation thereto.
Directors of the Manager
The directors of the Manager, details of whom are set out in “ “The Company” section of this Prospectus, are:
• Jonathan Cleborne; • Robyn Laidlaw; • Tom Challenor; • Raj Singh; • Lisa Harlow; • Kaitlyn Caughlin ; and • Carin Bryan s .
The Manager also manages the following schemes:
• Vanguard Common Contractual Fund. • Vanguard Investments Common Contractual Fund. • Vanguard Investments II Common Contractual Fund. • Vanguard Investment Series plc.
Remuneration Policies and Practices
The Manager is subject to remuneration policies, procedures and practices (together, the “ Remuneration Policy ”) which comply with the UCITS V Directive (2014/91/EU). 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. Th e 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 acti vities 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 t the up - to - date Remuneration Policy are available via https://fund - docs.vanguard.com/ucits - v - remuneration policy.pdf. f. The Remuneration Policy summary will be made available for inspection and may be obtained, free of charge, at the registered office of the Manager.
The Investment Managers and Promoter
The Manager has appointed (i) Vanguard Asset Management, Limited (“ VAM ”), based in London, United Kingdom; and (ii) Vanguard Global Advisers, LLC (“ VGA ”), based in Malvern, Pennsylvania, USA as investment managers to provide discretionary investment management and advisory services to the Company, in respect of the relevant Funds to which each of VAM and VGA has been appointed. Please see the sections he aded “ “ Fund Details ” in A Appendix 1 or the relevant Supplement 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 and VGA are part of the Vanguard Group of Companies.
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Terms of Appointment
The Manager has entered into a separate investment management agreement as with each Investment Manager. These investment management agreements dated 2 January 2025 (as amended, supplemented or replaced from time to time) , between the Manager and the Investment Manager (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 o f 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 u under the Investment Management Agreement.
Each Investment Manager’s fees will be paid by the Manager.
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 tha t 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 procedure s 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 Investme nt Manager will pay the fees of any Sub - Investment Manager appointed by it.
The Distributor
Vanguard Asset Management, Limited
The Manager has appointed Vanguard Asset Management, Limited as the Distributor for the Shares pursuant to a distribution agreement dated 21 November 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 FCA in the United Kingdom and is categorised as an “investment firm” within the meaning given to such term in MiFID II. 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 redem ption 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 including, without limitation, all applicable laws and regulations relating to money laundering. 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 under the Distribution Agreement 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 or of any sub - distributor or agent appointed by the Distributor under the Distribution Agreement. The
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Distribution Agreement shall continue in force until terminated by (i) mutual written agreement of the parties (ii) by written notice delivered by or on behalf of the Manager to the Distributor (iii) with immediate effect by the Manager if considered by th e Manager to be in the best interests of investors or (iv) subject to the prior written consent of the Manager (which consent shall not be unreasonably withheld), by written notice delivered by or on behalf of the Distributor to the Manager.
The Distributor’s fees will be paid by the Manager.
The Administrator
Pursuant to the Amended and Restated Administration Agreement dated 23 September 2016, as amended by an amendment agreement dated 31 May 2018 and effective from 25 May 2018, as further amended by an amendment agreement dated 8 November 2019 and as may be fu further amended from time to time (the “ Administration Agreement ”), the Manager has appointed Brown Brothers Harriman Fund Administration Services (Ireland) Limited as administrator, transfer agent and registrar 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 capi tal 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 t 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 fro m 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 obl igations 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 appropri ate 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 no tice 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 D Depositary shall cease to be engaged as the depositary of the Company.
The Administrator’s fees will be paid by the Manager.
The Depositary
The Company has entered into an agreement dated 19 April 2016 (collectively, with all appendices, exhibits, and schedules attached thereto) as amended by an amendment agreement dated 13 March 2019
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and effective from 25 May 2018 and as may be further amended from time to time in accordance with which Brown Brothers Harriman Trustee Services (Ireland) Limited (the “ Depositary ”) 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:
- it must ensure that the sale, issue, repurchase, redemption and cancellation of Shares is carried out in accordance with the UCITS Regulations and the Constitution;
- it must ensure that the value of the Shares is calculated in accordance with the UCITS Regulations and the Constitution;
- it must carry out the instructions of the Manager unless such instructions conflict with the UCITS Regulations or the Constitution;
- 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;
- it must ensure that the income of the Company or of any Fund(s) is applied in accordance with the UCITS Regulations and the Constitution;
- it must enquire into the conduct of the Company in each accounting period and report thereon to Shareholders; and
- 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 func tions have been delegated in accordance with the 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 r easonable 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 a lso 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 and recklessness in carrying out its functions under the Deposita ry 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 liab able 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
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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 th e 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 i ntention to dispose of its assets and redeem all outstanding Shares on the date specified in such notice, which shall not be less than one month nor more than three months after the date of service of such notice and shall procure that, following redemptio n of all but the required minimum number of 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 UC ITS 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 thi rd 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 s ubject to the same requirements as 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 .
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) t he 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 an d disclosed to Shareholders. Please refer to the section of this Prospectus entitled “ 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.
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 Central Bank Requirements.
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The Manager has appointed The Bank of New York Mellon, London Branch, as paying agent (the “ Paying Agent ”) for the ETF Shares in the Funds. In such capacity, the Paying Agent will be responsible for, among other things, ensuring that payments received by the Paying Agent from the Company are duly paid; maintaining independent records of securities and divid end payment amounts; and communicating information to the relevant International Central Securities Depositary. Payment in respect of the ETF Shares will be made through the relevant International Central Securities Depositary in accordance with the stand ard practices of the applicable International Central Securities Depositary. The Manager may vary or terminate the appointment of the Paying Agent or appoint additional or other registrars or paying agents or approve any change in the office through which any registrar or paying agent acts.
Index Providers
The Investment Manager or other members of the Vanguard Group of Companies may enter into a licensing agreement with an Index Provider in relation to any Fund, under which an Index Provider will grant to the Investment Manager or a member of the Vanguard G roup of Companies, a licence to use the relevant Index as the basis for managing the Fund .
The Auditors
The auditors of the Company are KPMG.
General
Conflicts of Interest
The Directors, Manager, the D Depositary , the Administrator, the Investment Managers and the Distributor may from time to time act as manager, registrar, administrator, trustee, depositary , investment manager, advisor or distributor or in relation to serving as directors, officers, advisers or agents 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 confl icts of interests with the Company or any Fund. Each will at all times have regard in such event to its obligations under the Constitution 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 par articular, but without limitation to its obligations to act in the best interests of Shareholders when undertaking any investments where conflicts of interest may arise and will endeavour to ensure that such conflicts are resolved fairly. In particular, ea ch 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 wit h the Company, for the account of any Fund, which are inconsistent with the proper management of the assets of the Fund.
The Manager, the Depositary, any delegates or sub - delegates of the Manager or of the Depositary (excluding any non - group company sub - custodians appointed by the Depositary) and any associated or group company of the foregoing (each a “ Connected Person ”) may each from time to time deal, as principal or agent, with the Company provided that such dealings are conducted as if at arm’s length and in the best interests of Shareholders. Transactions entered into with a Connected Person for or on behalf of th e Company are permitted only in circumstances where at least one of the following conditions is satisfied: (i) the value of the transaction is certified by a person approved by the D Depositary (or by the Directors in the case of a transaction involving the D Depositary or an affiliate of the D Depositary ) as being independent and competent; or (ii) execution is on best terms on an organised investment exchange under the rules of the relevant exchange; or (iii) where (i) or (ii) are not practical, execution is 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 conforms to the requirement that such transactions be conducted as if at arm’s length and in the best interests of Shareholders at the date of the transaction. In the case of each transaction entered into with a Connected Person for or on b ehalf of the Company, th the
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Depositary (or the Company in the case of a transaction involving the Depositary or an affiliate of the Depositary ) , shall document the manner in which it has complied with the principles set out at (i) to (iii) above and where a transaction with a Connected Person is conducted in accordance with (iii) above, the Depositary (or the Company 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 requirement that such transactions be conducted as if at arm’s length and in the best interests of Shareholders at the date of the transaction.
In addition, a report in respect of related - party transactions (within the meaning of Financial Reporting Standard 8) entered into during a reporting period shall be provided in the annual and semi - annual reports, and will list all such transactions, by typ ype, 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.
The Depositary may hold funds for the Company subject to the provisions of the Central Bank Acts 1942 to 1998 of Ireland, as amended, and in accordance with the UCITS Regulations and Central Bank Requirements.
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 s uch interest.
Each Director is also a director of the Manager. 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. 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. Ms. Kaitlyn Caughlin is Head of the Enterprise Strategy & Transformation Office and Chief of Staff to the CEO at Vanguard Group, Inc.
In selecting brokers to make purchases and sales for the Company, each Investment Manager or Sub Investment Manager (where appointed) will choose those brokers who provide best execution to the Company. In determining what constitutes best execution, the Investment Manager or any Sub Investment Manager will consider the overall economic result for 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 Managers 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.
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Companies connected with the Vanguard Group of Companies may enter into arrangements for or provide seeding capital directly or indirectly to any or all of the Funds and, to the extent required, will be Qualified Holders for that purpose.
There is no prohibition on the D 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 the “ Determination of Net Asset Value ” 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 ensure that such conflicts are resolved fairly and in the best interests of the Shareholders.
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THE FUNDS
General
The Company has been established as a UCITS umbrella fund with segregated liability between Funds. Different Funds may be established from time to time by the Directors with the prior approval of the Central Bank. On the introduction of any new Fund or cl ass of Shares, either a revised Prospectus or a Supplement will be prepared, setting out the details. 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, t he following Funds have been launched and are available for investment:
1. Vanguard S&P 500 UCITS ETF 2. Vanguard FTSE 100 UCITS ETF 3. Vanguard U.K. Gilt UCITS ETF 4. Vanguard FTSE All - World UCITS ETF 5. Vanguard FTSE Emerging Markets UCITS ETF 6. Vanguard FTSE Developed Europe UCITS ETF 7. Vanguard FTSE Developed Asia Pacific ex Japan UCITS ETF 8. Vanguard FTSE Japan UCITS ETF 9. Vanguard FTSE All - World High Dividend Yield UCITS ETF 10. Vanguard FTSE 250 UCITS ETF 11. Vanguard FTSE Developed Europe ex UK UCITS ETF 12. Vanguard FTSE North America UCITS ETF 13. Vanguard FTSE Developed World UCITS ETF 14. Vanguard EUR Corporate Bond UCITS ETF 15. Vanguard EUR Eurozone Government Bond UCITS ETF 16. Vanguard USD Corporate Bond UCITS ETF 17. Vanguard USD Treasury Bond UCITS ETF 18. Vanguard USD Emerging Markets Government Bond UCITS ETF 19. Vanguard USD Corporate 1 - 3 Year Bond UCITS ETF 20. Vanguard Germany All Cap UCITS ETF 21. Vanguard Global Aggregate Bond UCITS ETF 22. Vanguard LifeStrategy ® 20% Equity UCITS ETF 23. Vanguard LifeStrategy ® 40% Equity UCITS ETF 24. Vanguard LifeStrategy ® 60% Equity UCITS ETF 25. Vanguard LifeStrategy ® 80% Equity UCITS ETF 26. Vanguard U.S. Treasury 0 - 1 Year Bond UCITS ETF 27. Vanguard ESG Global Corporate Bond UCITS ETF 28. Vanguard ESG Global All Cap UCITS ETF 29. Vanguard ESG Emerging Markets All Cap UCITS ETF 30. Vanguard ESG North America All Cap UCITS ETF 31. Vanguard ESG Developed Europe All Cap UCITS ETF 32. Vanguard ESG Developed Asia Pacific All Cap UCITS ETF 33. Vanguard ESG EUR Corporate Bond UCITS ETF 34. Vanguard EUR Corporate 1 - 3 Year Bond UCITS ETF 35. Vanguard Global Government Bond UCITS ETF 36. Vanguard EUR Eurozone Government 1 - 3 Year Bond UCITS ETF 37. Vanguard U.S. Treasury 1 - 3 Year Bond UCITS ETF 38. Vanguard U.S. Treasury 3 - 7 Year Bond UCITS ETF 39. Vanguard U.S. Treasury 7 - 10 Year Bond UCITS ETF 40. Vanguard EUR Cash UCITS ETF
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41. Vanguard FTSE Developed Europe Small - Cap UCITS ETF 42. Vanguard FTSE Eurozone UCITS ETF 43. Vanguard Russell 2000 U.S. Small - Cap UCITS ETF 44. Vanguard Russell U.S. Mid - Cap UCITS ETF 45. Vanguard Russell 1000 U.S. Value UCITS ETF 46. Vanguard Russell 1000 U.S. Growth UCITS ETF 47. Vanguard FTSE Global All - Cap UCITS ETF 48. Vanguard FTSE Global Small - Cap UCITS ETF 49. Vanguard FTSE All - World ex - U.S. UCITS ETF 50. Vanguard USD High Yield Corporate Bond UCITS ETF
As at the date of this Prospectus, t he following Funds have been established, but have not yet launched:
1. Vanguard ESG Developed World All Cap UCITS ETF 2. Vanguard Active EUR Corporate Bond UCITS ETF 3. Vanguard Active USD High Yield Corporate Bond UCITS ETF 4. Vanguard EUR High Yield Corporate Bond UCITS ETF
As at the date of this Prospectus, t he following Funds are closed to subscription and wound up. An application for the withdrawal of approval of such Funds will be made with the Central Bank in due course :
1. Vanguard Global Minimum Volatility UCITS ETF 2. Vanguard Global Value Factor UCITS ETF 3. Vanguard Global Liquidity Factor UCITS ETF 4. Vanguard Global Momentum Factor UCITS ETF 5. Vanguard ESG USD Corporate Bond UCITS ETF
Details of the Funds listed above are set out in Appendix 1 or in a separate Supplement.
Details of other Funds that have been established and are available for investment may, from time to time, be set out in separate Supplements. Investors should consult the latest published Supplement, if any, for a full list of the Company’s Funds.
Investment Objectives and Strategies of the Funds
The specific investment objective and strategies of each Fund are set out either in Appendix 1 of this Prospectus or otherwise in the Supplement for the relevant Fund.
The assets of each Fund will be invested with the aim of achieving the investment objective and in accordance with the policies of that Fund. Investments of each Fund must also comply with the investment and borrowing powers and restrictions set out in th e UCITS Regulations, Central Bank Requirements, the Constitution and this Prospectus (and in the case of the V Vanguard EUR Cash UCITS ETF , the E EU Money Market Fund R Regulation) . Funds established by the Company may pursue an active management investment strategy or a passive management investment strategy, as set out in Appendix 1 or the Supplement for the relevant Fund.
Index Tracking Funds
An index tracking fund, which seeks to either track or replicate the performance of an Index, employs a passive management strategy. Details in relation to the method used by such a Fund to track or replicate its Index, as relevant, will be set out in the description of the investment strategies applicable to such Fund as set out in Appendix 1 to this Prospectus or otherwise in the Supplement for the relevant Fund.
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Actively Managed Funds
A Fund, the Investment Manager of which has discretion over the composition of its portfolio, subject to its stated investment objective and policies, employs an actively managed investment strategy. A more detailed description of the investment strategy pursued by any Fund employing an actively managed strategy will be set out in the description of the investment strategies applicable to such Fund as set out in Appendix 1 to this Prospectus or otherwise in the Supplement for the relevant Fund.
Changes to the Investment Objectives and Strategies of the Funds
Any alteration to the investment objectives or material alteration to the investment strategies of any Fund at any time will be subject to the prior approval in writing of all of the Shareholders of the relevant Fund or, if a general meeting of the Shareholders of such Fund is convened, by a majority of the votes cast at such meeting . Please see the section entitled “ Notices of Meetings and the Exercise of Voting Rights through the International Central Securities Depositaries ” for information on exercising voting rights by investors in the Funds. In the event of a change in the investment objective and/or investment policy of a Fund, a reasonable notification period will be provided by the Company to enable Shares to be redee med or sold prior to the implementation of the change.
A summary of the investment powers and restrictions applicable to each Fund , except for the V Vanguard EUR Cash UCITS ETF , is set out in more detail in Appendix 3 . Please see the Supplement for the Vanguard EUR Cash UCITS ETF, including Appendix 2 thereof, to review a summary of the investment powers and restrictions applicable to the Vanguard EUR Cash UCITS ETF.
Details of the Regulated Markets in which the Funds may invest are set out in Appendix 5 .
Indices
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 tracked or replicated as disclosed in A Appendix 1 of this Prospectus or in a relevant Supplement. The relevant Index against which performance may be measured may change in certain circumstances as detailed below.
The Investment Manager will rely solely on each Index Provider for information as to the composition and/or weighting of the securities within each Index and is not responsible for any error in relation thereto. If the Investment Manager is unable to obta in or process such information in relation to any Index on any Business Day, then the most recently published composition and/or weighting of that Index will be used for the purpose of all adjustments.
Change of Index
The Company reserves the right to substitute a different index for the Index specified in the investment objective of the relevant Fund, if the Index is discontinued or changed in any material way, if the Company's agreement with the Index Provider is term inated, or for any other reason determined in good faith by the Directors, and with prior notification to and, where required, with prior Shareholder approval. In any such instance, the substitute Index would measure substantially the same market segment as the original Index.
Benchmarks Regulation
Regulation (EU) 2016/1011 (the “ Benchmarks Regulation ”) came into effect on 1 January 2018. In respect of the Funds, the Benchmarks Regulation prohibits the use of indices provided by benchmark administrators, other than in accordance with the Benchmarks Regulation. As of the date of this Prospectus, the b enchmark administrators providing the indices used by the Funds are either included in the public register maintained by ESMA or are already used in the European Union as a reference for
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financial instruments, financial contracts, or for measuring the performance of an investment fund. The Manager maintains a robust written plan setting out the actions that it would take in the event that a benchmark materially changes or ceases to be pro vided.
Index rebalancing and costs
Index Providers periodically publish new constituents, reflecting changes in the securities that are included in or excluded from an Index depending on the relevant Index rules – which process is called “rebalancing”. Details of the rebalancing frequency for each Index are set out either in Appendix 1 of this Prospectus or otherwise in the Supplement for the relevant Fund.
When the constituents of an Index change, a Fund being managed against that Index will typically, to the extent that it is possible and practicable to do so, seek to realign its exposure to more closely reflect that of the Index and thereby reduce Excess R eturn and Tracking Error. Please refer to the section below headed “ Plain Talk about Excess Return and Tracking Error ” for further information.
To realign the exposures in such a Fund, securities must be bought and sold. This rebalancing will incur costs that are not reflected in the theoretical calculation of the Index return and may impact on a Fund’s ability to provide returns consistent with those of the Index. Such costs can be direct or indirect and include, but are not limited to, transaction costs (such as brokerage fees), custody fees, exchange costs and commissions (including foreign exchange spreads) and stamp duty.
Data Protection
The Company and the Manager are responsible for the personal data received on behalf of the Company. The Company, the Manager and its affiliates (collectively referred to as “ Vanguard ”, “ we ”, “ us ”), take their data protection and privacy responsibilities seriously. For full details on how we collect, use, and share personal data in the course of our business activities, what legal rights you have to help manage your privacy, and how you can conta ct us for support, please click here to see our privacy policy https://fund - docs.vanguard.com/irish - limited - privacy - policy.pdf. f.
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Plain Talk about Excess Return and Tracking Error
What is Excess Return?
Excess return is the difference between the performance of an index tracking Fund and the performance of the Index itself over a stated period of time. Excess return can be either positive (where the relevant Fund outperforms its Index) or negative (where the Fund underperforms the Index). It is calculated as the Fund’s total return less the Index’s total return. Because a Fund’s total return includes Fund expenses, excess return is usually negative for index tracking Funds.
What causes excess return?
An Index’s performance is theoretical – it is reflective of the increase or decrease in the value of the securities within the index. However, the Index Provider does not actually buy and sell these securities when calculating the Index’s performance. Th is means that the Index’s performance does not take into account the costs of buying and selling securities such as brokerage fees, commissions, stamp duty, custody fees, regulatory fees, exchange fees and spreads. An index tracking Fund incurs all of the se expenses in tracking an Index. These expenses will have a negative impact on the Fund’s performance, relative to the Index.
In addition, an Index’s performance will not always take into account the exact same tax costs related to (i) withholding tax payable on income derived from the securities (i.e. dividends or coupon payments). This can either have a positive or negative im pact on the performance of an index tracking Fund against the Index. Index performance also does not take into account (ii) capital gains tax arising from selling securities, which will have a negative impact on the performance of an index tracking Fund a gainst the Index.
A Fund may also engage in securities lending. The net income from this lending is paid back into the relevant Fund and will have a positive impact on the Fund’s performance relative to the Index.
Excess return can also occur where a Fund samples an Index rather than fully replicates it. For more information on this topic and other causes of excess return please refer to the section headed “ Index Sampling Risks ”.
What is tracking error?
Tracking Error is the volatility of the difference between the return of an index tracking Fund and the return of the Index tracked by that Fund. Tracking Error indicates the consistency of a Fund’s excess return over a given period of time. It is the an nualised standard deviation of excess return data points for the given time period.
Tracking Error can be expressed two ways:
1. Ex - post (or realised/actual) Tracking Error - the Tracking Error of the Fund calculated using historical data; or
2. Ex - ante (or anticipated) Tracking Error - the anticipated or expected tracking error of the Fund looking forward into the future.
Details of the estimated Tracking Error in respect of each Fund, and of ex - post Tracking Error where available, are set out either in Appendix 1 of this Prospectus or otherwise in the Supplement for the relevant Fund.
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Sustainable Finance
Sustainability Risk Sustainability risks are environmental, social, or governance events or conditions that, if they occur, could cause actual or potential material negative impacts on the value of a Fund’s assets. For further details in respect of sustainability risks and the impact of same on the returns of the Funds, please see “Sustainability Risk” in the “Risk Factors” section.
A policy and guidelines on the consideration and integration of sustainability risk into the investment management process of the Funds’ assets has been established.
Sustainability risk is considered as a component part of the overall investment risk management processes for each category of financial product, and is one of many risks which will be assessed so as to determine whether it is material, depending on the sp ecific investment opportunity.
The Investment Manager utilises a common framework for considering sustainability risk. This consideration framework is summarised in three stages:
• identifying sustainability risk factors that are pertinent to the F unds and investment styles that it manages;
• establishing processes to quantify and measure these risk factors utilising available data; and
• regularly monitoring established sustainability metrics against relevant benchmarks.
Inputs from third - party data providers, where available, may be considered as part of the investment process to help inform decisions about sustainability factors.
This consideration framework informs the materiality the Investment Manager then places on sustainability risk as a component of investment decision making and management. W Whilst sustainability risk factors are considered across all the Funds, t he management of these sustainability risks differs across investment styles : (i) active (sub - advised, fixed income, environmental, social, or governance (“ ESG ”) equity and multi - asset); and (ii) index (equity, fixed income, ESG and model portfolio strategies ). Factors considered in the management of sustainability risk include but are not limited to the time horizon, type of assets and investment strategy of each Fund.
Consequently, unless specifically stated or referenced within a particular Funds’ investment objective or policy, sustainability risks (whether considered by the above framework to be material or otherwise) are not a determinant part of the security selection and or ongoing investment management process for the Funds. See table below for further details.
Table summarising how sustainability risks are integrated by investment style:
Investment Style
Asset Type Integration of sustainability risk in to security selection and ongoing management of portfolio holdings
Index Equity These Funds have a primary investment objective to track the performance of their relevant Index and do not factor any explicit sustainability characteristics (including sustainability risks) in to the selection and ongoing management of portfolio holdings.
Fixed Income
These Funds have a primary investment objective to track the performance of their relevant Index and do not factor any explicit
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Investment Style
Asset Type Integration of sustainability risk in to security selection and ongoing management of portfolio holdings
sustainability characteristics (including sustainability risks) in to the selection and ongoing management of portfolio holdings.
ESG These Funds screen out certain ESG factors and/or companies that conflict with p pre - set rules by limiting exposure to certain industries or business activities, and thereby reducing the Fund’s exposure to certain industries/sectors as reflected in the relevant Index methodology and the investment objective of the Fund . Outside of that there is no management of sustainability risks within the investment process. T hese Funds are categorised as falling within the scope of Article 8 of the Sustainable Finance Disclosure Regulation (" Article 8 Funds "). For details in respect of what environmental and/or social characteristics are promoted by each Article 8 Fund and other related sustainable finance information, please see the relevant information outlined in Appendix 2 of each relevant Supplement.
Active Multi - asset (internally managed)
These Funds have a primary investment objective to hold investments to a fixed or gradually changing asset allocation and do not appraise any explicit sustainability characteristics (including sustainability risks) in the selection of portfolio holdings.
EU MMF
(internally managed)
Sustainability characteristics (including sustainability risks) are not explicitly appraised i in the selection of portfolio holdings, however, Vanguard’s Fixed Income Group (FIG) assesses the financial material ity of sustainability risk factors a alongside and in the context of other investment risks (such as duration and credit), to complement their assessment of standard issuers. The assessment of sustainability risk factors is carried out with an objective to reduce tracking error, and not to influence a sustainable investment outcome.
Fixed Income Funds
For actively managed funds, FIG’s credit research analysts combine the overall credit risk assessment, which incorporates sustainability risk factors, if applicable, with a risk - adjusted relative value opinion to arrive at a security recommendation. While portfolio managers are not prevented from buying companies exposed to sustainability risks, they must understand and clearly articulate the potential impact on a security’s long - term investment returns relative to its risk; this is similar to the approach taken for non- sustainability material risks.
For indexed funds, FIG assesses the financial materiality of a particular sustainability risk factor alongside and in the context of other investment risks (such as duration and credit), to complement assessments of standard issuers (such as corporate and sovereign bonds). The assessment of sustainability risk factors is carried out with an objective to reduce tracking error, and not to influence a sustainable investment outcome.
A summary of the Manager’s Investment Sustainability Risk Policy is available from the Manager upon request.
Taxonomy Regulation Alignment
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The investments underlying the Funds which are not Article 8 Funds which promote environmental characteristics do not take into account the EU criteria for environmentally sustainable economic activities as set out in the Taxonomy Regulation. Please see th e disclosures included in the relevant Supplement for the Article 8 Funds which promote environmental characteristics.
Investment Stewardship
Investment Stewardship serves our investors by promoting long - term shareholder value creation at the companies in which Vanguard’s global internally - managed equity funds invest through engagement, voting and p promoting corporate governance practices associated with long - term investment returns .
As a steward of our clients’ assets, Vanguard has process es to monitor material risks that can impact investor value over the long term across region s and sector s . Vanguard believes there are fundamental corporate governance principles which all companies should consider in the context of their regulatory and listing requirements. Vanguard’s investment stewardship approach is framed by four pillars of good governan ce: board composition and effectiveness, executive compensation, board oversight of strategy and risk, and shareholder rights. The Vanguard Group of Companies’ Investment Stewardship team (the “ Stewardship Team ”) believes good management of each of these pillars supports sustainable, long term value creation. The Stewardship Team regularly engages with boards of directors and company executives to learn about how boards effectively oversee material risks, including sustainability risk factor s such as climate and human rights, among others . The Stewardship Team e ncourages companies to disclose material risks to investors, explain why those risks are considered material to their business and outline their approach to risk oversight and mitigation. This enables investors to understand and appropriately price companies.
In determining how to engage with companies and exercise voting rights, the Stewardship Team relies on its own internal analysis and assessment consistent with its published voting and engagement polic ies . The Stewardship Team's analysis is supported by proprietary data sets as well as data and research from a variety of third - party providers.
Consideration of Principal Adverse Impacts on Sustainability Factors
In accordance with the discretion granted pursuant to Article 4 of the Sustainable Finance Disclosure Regulation, the Manager does not currently consider the adverse impacts of investment decisions on sustainability factors or issue a website statement in relation to the due diligence policies with respect to those impacts, however, as outlined in the annexes set out in each relevant Supplement, principal adverse impacts are considered for certain Funds, as further described in each annex.
Investment Techniques
Investment Techniques – General
Each Fund may, for cash management purposes, hold ancillary liquid assets such as cash, commercial paper (i.e. short term paper issued by credit institutions) and money market obligations such as short and medium - term treasury bills and treasury notes (both th fixed and floating rate), certificates of deposit, bankers’ acceptances, and variable and floating rate instruments (being debt instruments the interest return on which is variable) which are investment grade and may be issued or guaranteed by a national government or its agencies or corporate variable floating rate instruments.
A Fund m may also, in pursuit of its investment strategies, in accordance with Central Bank Requirements and where set out in the investment strategies of the relevant Fund, invest in other Funds of the Company and other collective investment undertakings including exchange traded funds and undertakings linked by common management or control to each other or to the Company, and hold ancillary liquid assets, in each case subject to the restrictions set out in A Appendix 3 hereto. As set out in the relevant Supplement, the Vanguard EUR Cash UCITS ETF ( and any other Fund which is authorised as an EU MMF ) may ,
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subject to the requirements of the EU MMFR, only invest in o ther investment funds which are themselves EU MMFs .
The Investment Manager may also, where permitted by the investment strategies of the relevant Fund, utilise various combinations of other available investment techniques for direct investment purposes. FDI including, but not limited to, exchange traded futures and options contracts (which may be used to manage cash flows on a short term basis and to achieve cost efficiencies), warrants, swap agreements and equity - linked notes (which may be used to gain exposure to the constituents of an index and/or the index itself, to reduce transaction costs or taxes or allow exposure in the case of illiquid stocks or stocks which are unavailable for market or regulatory reasons, or to minimise tracking errors) and currency forwards and interest rate futures (which may be used to protect against currency fluctuations). In such instances, the Fund will be exposed to the risk of counterparty default. See the section of the Prospectus entitled “ Risk Factors ” for a description of the risks involved in the use of such techniques and instruments.
With the exception of the Vanguard EUR Cash UCITS ETF , the investment policy and restrictions for which are set out in its Supplement , i n accordance with the limitations set down in Appendix 3 and 4 hereto, a Fund may use FDI for direct investment (where permitted by the investment strategies of the relevant Fund), efficient portfolio management purposes and/or for such other reasons as the Directors deem of benefit to the relevant Fund. A Fund may also utilise new techniques and instruments as developed from time to time provided that they are in accordance with Central Bank Requirements and used in conjunction with an RMP that has been cleared by the Central Bank. See Appendix 4 of this Prospectus for information on the use of Portfolio Investment Techniques, including FDI and for information on leverage and the calculation of global exposure.
Investment Techniques – Index Tracking Funds
As further set out in the Supplement for the relevant Fund, certain Funds seek to replicate as closely as possible the constituents of the relevant Index by holding all the securities comprising the Index in similar proportion to their weightings in the In dex. In doing so, where permitted by their investment policy, such Funds may avail of higher investment limits set out in Appendix 3 , “Investment Powers and Restrictions”, section (iv), ‘Index Tracking UCITS’ . However, Investors should note that it may not be possible or practicable for an index tracking Fund to purchase or gain exposure to all of the constituent securities of its Index in their proportionate weightings or to purchase them at all due to various factors, including the costs and expenses involved and the concentration limits described in Appendix 3 t to the Prospectus. In these circumstances, the Investment Manager of such a Fund may, in tracking the Fund’s Index, decide to hold a representative sample of the securities contained in the Index.
The Investment Manager may employ a range of techniques designed to select those securities which will create the representative sample that tracks the performance of the Index as closely as possible.
To create the sample either optimisation and/or stratified sampling techniques are used. Optimisation is a sampling technique that seeks to minimize tracking error through proprietary quantitative portfolio analysis. This analysis may include consideration of matters such as: how a security’s price changes in relation to another over time, sc enario analysis (which involves estimating the change in a portfolio’s value given a change in key risk factors) and stress testing.
Stratified sampling is a technique that divides the constituents of the relevant Index into distinct, non overlapping risk groups called strata and selects those securities in the Index which match the risk characteristic of these groups.
• Some of the strata could include, but are not limited to, the market capitalisation of the companies, currency, country, industry sectors, and credit quality.
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• In the case of fixed income securities, strata may also include key rate duration, convexity (which is measure of how a change in interest rates affects the duration of a bond), capital structure, and bond specific covenants.
The level of sampling used by any index tracking Fund will be determined by the nature of the Index components – – some such Funds may use sampling extensively whilst others may only use it infrequently. Investors in such Funds will be exposed to the perform rmance of the underlying securities comprised in the relevant Fund’s Index.
There may also be instances where an index tracking Fund holds securities which are not component securities in the Index, if the Investment Manager believes this to be appropriate. Funds availing of the increased concentration limits of Regulation 71 of the UCITS Regulations (as disclosed in their investment strategies) will not avail of these techniques.
Changes to the composition and/or weighting of the securities constituting the Index which is tracked or replicated by a Fund will ordinarily require that Fund to make corresponding adjustments or rebalancings to its holdings in order to seek to track or r eplicate the Index. The Investment Manager will in a timely manner and as efficiently as possible, but subject to its overall discretion in accordance with the investment strategies of the relevant Fund, seek to rebalance the composition and/or weighting of the investments held by a Fund from time to time and, to the extent practicable and possible, to conform its exposure to the changes in the composition and/or weighting of securities constituting the relevant Index. Other rebalancing measures may be ta ken from time to time to seek to maintain the correspondence between the performance of a Fund and the performance of the Index.
Where set out in the investment strategies of an index tracking Fund, the Investment Manager may seek to gain exposure to the component securities of the Index primarily through the use of FDI, principally OTC swaps, which will enable the relevant Fund to receive, from a counterparty, the return of the particular Index in exchange for periodic cash payments.
There may be a number of circumstances where holding the component securities of an index may be prohibited by regulation, or may not otherwise be in the interests of investors. These include, but are not limited to, the following:
(i) restrictions on the proportion of each Fund’s value which may be held in individual securities arising from compliance with the UCITS Regulations and Central Bank Requirements;
(ii) the constituent securities of the index change from time to time. The Investment Manager may adopt a variety of strategies when trading a Fund to bring it in line with the changed benchmark. For example where a security which forms part of the index is no t available or a market for such security does not exist, a Fund may instead hold depository receipts relating to such securities (e.g. ADRs and GDRs) or may hold FDI;
(iii) from time to time, securities in an index may be subject to corporate actions. The Investment Manager has discretion to manage these events in the most efficient manner;
(iv) a Fund may hold ancillary liquid assets and will normally have dividends receivable. The Investment Manager may purchase FDI, for direct investment purposes, to produce a return similar to the return on an index;
(v) securities held by a Fund and included in an index may, from time to time, become illiquid or otherwise unobtainable at fair value. In these circumstances, the Investment Manager may use a number of techniques, including purchasing securities whose return s, individually or collectively, are seen to be well - correlated to desired constituents of the index or purchasing a sample of stocks in the index;
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(vi) the Investment Manager will have regard to the costs of any proposed portfolio transaction. It may not necessarily be efficient to execute transactions which bring the Fund perfectly in line with the Index at all times; and
(vii) a Fund may sell securities that are represented in the index in anticipation of their removal from the index, or purchase securities not represented in the index in anticipation of their addition to the index.
Portfolio Management Techniques
W ith the exception of the Vanguard EUR Cash UCITS ETF which shall invest in accordance with the investment policy and restrictions set out in its Supplement , the Company may, on behalf of each Fund , subject to the conditions and within the limits laid down by the Central Bank, employ techniques and instruments relating to Transferable Securities. Such techniques and instruments may be used for efficient portfolio management purposes (with a view to a chieving a reduction in risk, a reduction in costs or an increase in capital or income returns to a Fund) or, where disclosed in a Fund’s investment strategies, for direct investment purposes. Such techniques and instruments may include investment in Mone y Market Instruments and/or money market funds and investments in FDI such as exchange traded futures and options contracts (which may be used to manage cash flows on a short term basis and to achieve cost efficiencies), warrants, swap agreements and equit y - linked notes (which may be used to gain market exposure or exposure to a particular asset class) and currency forwards and interest rate futures (which may be used to protect against currency fluctuations). Such techniques and instruments are set out in Appendix 4 . See the section of the Prospectus entitled “ Risk Factors ” for a description of the risks involved in the use of such techniques and instruments. New techniques and instruments may be developed which may be suitable for use by the Company and the Company (subject to the Central Bank’s requirements) may employ s uch techniques and instruments.
W ith the exception of the V Vanguard EUR Cash UCITS ETF , e ea ch Fund m may enter into securities lending, repurchase and/or reverse repurchase agreements for the purposes of efficient portfolio management in accordance with the provisions of Appendix 4 . The Vanguard EUR Cash UCITS ETF may enter into repurchase and/or reverse repurchase agreements in accordance with the investment policy and restrictions set out in its Supplement.
Profile of a typical investor in the Funds
Each Fund is available to a wide range of investors seeking access to a portfolio managed in accordance with a specific investment objective and policy. Investors should in particular read the “ Risk Factors ” as set out in this Prospectus and, if they are in any doubt about making an investment, should consult their professional adviser concerning the acquisition, holding or disposal of any Shares.
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SHARES
Classes of Shares
Different classes of Shares may be issued in respect of each Fund. Classes may be distinguished by their different characteristics, including, without limitation, criteria for subscription and redemption (such as cash or in - kind dealing), currency of denom ination, currency hedging, dividend provisions, charges and fee arrangements, including ongoing charges figures, allocation of costs, liabilities, gains and losses and charges. The classes currently available in each Fund and their characteristics are set out either in Appendix 1 of this Prospectus or otherwise in the Supplement for the relevant Fund.
The Directors may issue Shares of any class, and create new classes of Shares, on such terms as they may from time to time determine in relation to any Fund and in accordance with Central Bank Requirements. On the introduction of any new Fund or class of Shares, either a revised Prospectus or a separate Supplement will be prepared, setting out the details.
Currency Hedging at Fund Level
A Fund may enter into FDI for the purposes of hedging the currency exposure of the underlying securities into the relevant Fund’s Base Currency. If undertaken, the aim of this hedging will be to control the Fund’s level of currency risk. However, complete mitigation of currency ri sk for a Fund’s portfolio or specific assets held by a Fund may be impractical or impossible. See the “ Currency Risk ” section of the Prospectus for more information. F FDI such as currency forwards, currency swaps, foreign currency or currency index futures contracts, or put and call options on such contracts or on currencies may be utilised if the Fund engages in such hedging.
Currency Hedging at Share Class Level
Where disclosed in Appendix 1 of this Prospectus or in a separate Supplement to this Prospectus, a Fund may o offer Share classes which are denominated in currencies other than the Fund’s Base Currency, and will u use F FDI on behalf of specific classes for currency hedging purposes (“ Hedged Share Classes ”).
While not the intention, nonetheless, over - hedged or under - hedged positions may arise due to factors outside the control of the relevant Fund. However, hedged positions will be kept under review to ensure that: (i) the over - hedged positions do not exceed 1 05% of the Net Asset Value of the Hedged Share Class; and (ii) the under - hedged positions do not fall short of 95% of the portion of the Net Asset Value of the relevant Share class (together the “ UCITS Hedging Limits ”), which is to be hedged against currency risk. The hedged positions will be kept under daily review to ensure that over - hedged positions do not exceed, and under - hedged positions do not fall below, the UCITS Hedging Limits. Such review will incorporate a procedure to ensure that (i) positions materially in excess of 100% will not be carried forward from month to month; and (ii) positions outside the UCITS Hedging Limits are adjusted back to permitted levels.
A Fund that hedges foreign exchange risk for any Share class may enter into forward foreign exchange contracts with any single counterparty to hedge some or all of the foreign exchange risk for the relevant Share class. To the extent that hedging is succe ssful, the performance of the relevant Share class is likely to move in line with the performance of a version of the relevant Index for a Fund which is hedged to the relevant class currency (if available) (the “ Hedged Index ”). The use of Hedged Share Classes may substantially limit holders of the class from benefiting if the class currency falls against the base currency and/or the currency in which the assets of the Fund are denominated.
Investors should note that, as a result of the currency hedging referred to above, it is expected that the performance of Hedged Share Classes in an index tracking Fund will m move in line with the performance of a Hedged Index more closely than the relevant Index itself in the Base Currency of the Share class .
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Further details on any such Hedged Indices, including their performance, are available at the address specified in respect of the relevant Index for a Fund in either A Appendix 1 o of this Prospectus or otherwise in the Supplement for the relevant Fund.
Hedging the currency exposure of the Hedged Share Classes is typically achieved by entering into a forward currency exchange contract to manage the relevant currency exposures, at all times subject to the UCITS Hedging Limits. The Hedged Share Classes’ foreign currency hedged position will also typically be re - se t at the end of each month. Upon receipt of a subscription/redemption in a particular Hedged Share Class, the Investment Manager will ensure the ratio remains within the UCITS Hedging Limits. Intra month, the notional amount of the hedge position may not exactly offset the foreign cu rrency exposure of a Hedged Share Class. Depending on whether the Index has appreciated or depreciated between each hedge re - set, a Hedged Share Class’ s foreign currency exposure may therefore be under - hedged or over - hedged respectively during the period between adjustments.
Any gains or losses resulting from a Hedged Share Class’ s hedge position shall be reflected in the Net Asset Value of the class and the hedged amount will typically be re - set at month end. Other than as specified above, in the absence of cash flows, the hedged position will generally only be adjusted during the month should the over - or under - hedged positions exceed or, at the Investment Manager’s discretion, approach the UCITS Hedging Limits, where to do so is required by applicable Central Bank requirements or is otherwise in the best interests of Shareholders .
Where classes denominated in different currencies are created within a Fund and currency hedging transactions are entered into to hedge any relevant currency exposure, in each such case such transactions directly related to currency hedging will be clearly attributable to the specific Hedged Share Class. Further, any costs and related liabilities and/or benefits shall be for the account of that Hedged Share Class only. Accordingly, all such costs and related liabilities and/or benefits will be reflected in the Net Asset Value per Share for the Shares of any such Hedged Share Class. However, there are certain additional costs which may be caused as a result of currency hedging transactions (for example, transaction costs arising from additional trading activi ty that may take place as a result of the share class hedging operations, such as re - investing gains) that may be borne at Fund level and accordingly impact the Net Asset Value of all Shares Classes in the Fund.
ETF Shares
ETF Shares that are available for subscription and redemption in relation to a particular Fund are detailed either in Appendix 1 of this Prospectus or otherwise in the Supplement for the relevant Fund. See the “ Dealing ”, “ Buying Shares ” and “ Redeeming Shares ” sections of this Prospectus for further information.
Distributing and Accumulating
“ Distributing ” Shares are Shares upon which the Directors intend to declare a dividend and to distribute all or substantially all of the net income (interest and dividends less expenses) of a Fund attributable to such Share classes.
The Directors do not intend to declare a dividend on other, “ Accumulating ”, Share classes where a Fund’s income and capital gains attributable to such Share classes are reflected in the Net Asset Value per Share.
See the “ Dividend Distribution Policy ” section of this Prospectus for further information.
Switching
ETF Shares of one Fund cannot be exchanged for ETF Shares of another Fund.
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Shareholders of a class within a Fund may switch some or all of their shares of a class of a Fund (the “ Original Shares ”) to other classes within the same Fund (the “ New Shares ”) with the prior approval of the Manager. Switching requests may be submitted by Authorised Participants through the Portal. Investors which are not Authorised Participants may only submit switching requests via Authorised Participants.
The number of New Shares issued will be determined by reference to the respective prices of New Shares and Original Shares at the Valuation Points applicable at the time the Original Shares are repurchased and the New Shares are issued, after deducting the costs, if any, of undertaking the switch. The maximum fee which may be charged by the Manager for switching is 0.05% of the gross switching amount.
No switches will be made during any period in which the rights of Shareholders to deal in the Shares of the relevant Fund are suspended. Switching requests may be submitted by Authorised Participants through the Portal before the cut off time for the Orig inal Shares and the New Shares. Any applications received after the applicable time will normally be held over until the next Dealing Day but may be accepted in exceptional circumstances for dealing on the relevant Dealing Day at the discretion of the Man ager provided they are received prior to the Valuation Point. Switching requests may be declined by the Manager if they are submitted on a Fund Holiday or if the request is received after the applicable cut off time for the Original Shares and the New Shar ares.
The number of New Shares to be issued will be calculated in accordance with the following formula:
A + B = C x (D - E) F
Where:
A = number of New Shares to be allocated
B = balancing cash amount
C = number of Original Shares switched
D = redemption price per Original Share on the relevant Dealing Day
E = the transaction costs incurred as a result of the switching trade, as calculated at the Manager’s absolute discretion
F = subscription price per New Share on the relevant Dealing Day.
As a result of a switch, an Authorised Participant will in almost all circumstances be entitled to a fraction of a New Share. As Shares cannot be issued in fractional amounts, the value of the fraction of the New Share will be paid to / received from (as appropriate) the Authorised Participant by the Company. The balancing cash amount is the cash amount due in lieu of any fractional shares arising from the application of the formula and is calculated by multiplying any resulting fractional share amount by the subscription price per New Share on the relevant Dealing Day.
Each investor should consider the tax consequences of any such transaction in accordance with local laws in their home jurisdiction
Register
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Investors that buy ETF Shares on the secondary market are not reflected in the Register. See the “ Dealing in the Secondary Market ” section of this Prospectus for further information. Clearing and Settlement
Authorised Participants’ title and rights relating to ETF Shares in a Fund will be determined by the clearance system through which they settle and/or clear their holdings. The Funds will settle through the relevant International Central Securities Deposi tary and the Common Depositary’s Nominee will act as the registered holder of all such ETF Shares. For further details, see the section “ Global Clearing and Settlement ” below.
Global Clearing and Settlement
The Directors have resolved that ETF Shares in a Fund will not currently be issued in Dematerialised (or uncertificated) Form and no temporary documents of title or share certificates will be issued, other than the Global Share Certificate required for the International Central Securities Depositar ies (being the Recognised Clearing and Settlement Systems through which the ETF Shares will be settled). The Company will apply for admission for clearing and settlement through the applicable International Central Securities Depositary. The International Central Securities Depositaries for the Company currently are Euroclear and Clearstream and the applicable International Central Securities Depositary for an investor is dependent on the market in which the ETF Shares are traded. All inv estors in the Company will ultimately settle in an International Central Securities Depositary but may have their holdings within Central Securities Depositaries. A Global Share Certificate will be deposited with the Common Depositary (being the entity nom inated by the International Central Securities Depositaries to hold the Global Share Certificate) and registered in the name of the Common Depositary’s Nominee (being the registered holder of the ETF Shares of the relevant Fund, as nominated by the Common Depositary) on behalf of Euroclear and Clearstream and accepted for clearing through Euroclear and Clearstream. Interests in the Shares represented by the Global Share Certificate will be transferable in accordance with applicable laws and any rules and p rocedures issued by the International Central Securities Depositaries. Legal title to the ETF Shares of the relevant Fund will be held by the Common Depositary’s Nominee.
A purchaser of interests in Shares will not be a registered Shareholder in the Company, but will hold an indirect beneficial interest in such Shares and the rights of such investors, where Participants, shall be governed by their agreement with their Inter national Central Securities Depositaries and otherwise by the arrangement with their nominee, broker or Central Securities Depositary, as appropriate. All references herein to actions by holders of the Global Share Certificate will refer to actions taken b y the Common Depositary’s Nominee as registered Shareholder following instructions from the applicable International Central Securities Depositaries upon receipt of instructions from its Participants. All references herein to distributions, notices, report s, and statements to such Shareholder, shall be distributed to the Participants in accordance with such applicable International Central Securities Depositaries’ procedures.
International Central Securities Depositaries
All Shares in issue are represented by a Global Share Certificate and the Global Share Certificate is held by the Common Depositary and registered in the name of the Common Depositary’s Nominee on behalf of an International Central Securities Depositary, b eneficial interests in such Shares will only be transferable in accordance with the rules and procedures for the time being of the relevant International Central Securities Depositary.
Each Participant must look solely to its International Central Securities Depositary for documentary evidence as to the amount of its interests in any Shares. Any certificate or other document issued by the relevant International Central Securities Deposit ary, as to the amount of interests in such Shares standing to the account of any person shall be conclusive and binding as accurately representing such records.
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Each Participant must look solely to its International Central Securities Depositary for such Participant’s share of each payment or distribution made by the Company to or on the instructions of the Common Depositary’s Nominee and in relation to all other r rights arising under the Global Share Certificate. The extent to which, and the manner in which, Participants may exercise any rights arising under the Global Share Certificate will be determined by the respective rules and procedures of their Internation al Central Securities Depositary. Participants shall have no claim directly against the Company, the Paying Agent or any other person (other than their International Central Securities Depositary) in respect of payments or distributions due under the Globa l Share Certificate which are made by the Company to or on the instructions of the Common Depositary’s Nominee and such obligations of the Company shall be discharged thereby. The International Central Securities Depositary shall have no claim directly ag ainst the Company, Paying Agent or any other person (other than the Common Depositary).
The Company or its duly authorised agent may from time to time require investors to provide them with information relating to: (a) the capacity in which they hold an interest in Shares; (b) the identity of any other person or persons then or previously int erested in such Shares; (c) the nature of any such interests; and (d) any other matter where disclosure of such matter is required to enable compliance by the Company with applicable laws or the constitutional documents of the Company.
The Company or its duly authorised agent may from time to time request the applicable International Central Securities Depositary to provide the Company with the following details: ISIN, International Central Securities Depositary participant name, Interna tional Central Securities Depositary participant type, residence of Participant, number of ETF Shares of the Participant within Euroclear and Clearstream, as appropriate, that hold an interest in Shares and the number of such interests in Shares held by ea ch such Participant. Euroclear and Clearstream Participants which are holders of interests in Shares or intermediaries acting on behalf of such account holders will provide such information upon request of the International Central Securities Depositary or its duly authorized agent and have authorised pursuant to the respective rules and procedures of Euroclear and Clearstream to disclose such information to the Company of the interest in Shares or to its duly authorised agent.
Investors may be required to provide promptly any information as required and requested by the Company or its duly authorised agent, and agree to the applicable International Central Securities Depositary providing the identity of such Participant or inves tor to the Company upon their request.
Notices of Meetings and the Exercise of Voting Rights through the International Central Securities Depositaries
Notices of general meetings and associated documentation will be issued by the Company to the registered holder of the Shares i.e. the Common Depositary’s Nominee. Each Participant must look solely to its International Central Securities Depositary and th e rules and procedures for the time being of the relevant International Central Securities Depositary governing onward delivery of such notices to the Participants and the Participant’s right to exercise voting rights. Investors who are not Participants i n the relevant International Central Securities Depositary would need to rely on their broker, nominee, custodian bank or other intermediary which is a Participant, or which has an arrangement with a Participant, in the relevant International Central Secur ities Depositary to receive any notices of Shareholder meetings of the Company and to relay their voting instructions to the relevant International Central Securities Depositary.
The Common Depositary’s Nominee has a contractual obligation to promptly notify the Common Depositary of Shareholder meetings of the Company and to relay any associated documentation issued by the Company to the Common Depositary, which, in turn, has a con tractual obligation to relay any such notices and documentation to the relevant International Central Securities Depositary. Each International Central Securities Depositary will, in turn, relay notices received from the Common Depositary to its Participan ants in accordance with its rules and procedures. In accordance with their respective rules and procedures, the Directors understand that each International Central Securities Depositary is contractually bound to collate and transfer all votes received fro m its Participants to the
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Common Depositary and the Common Depositary is, in turn, contractually bound to collate and transfer all votes received from each its International Central Securities Depositary to the Common Depositary’s Nominee, which is obligated to vote in accordance w ith the Common Depositary’s voting instructions.
Directors’ Discretion
The Directors reserve the right in their sole discretion and with respect to any Fund to reject any purchase request, including exchanges from other Funds. The Directors may at any time require a prospective investor or the Shareholder to furnish such info formation as they may consider necessary for the purpose of determining whether or not the beneficial owner of such Shares is, or will be, a Qualified Holder. See also the “ Market - Timing and Frequent Trading ” section of this Prospectus for further information.
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DEALING
General
Requests to deal in Shares of a Fund must be received through the Portal, for onward transmission to the Administrator, in advance of the Cut - Off Time for the relevant Dealing Day for the Fund.
Requests to deal in Shares may also be made by mail or telephone (telephone: +44 203 753 6989; or such other numbers of the Portal Operator as may be published on h https://globaletf.vanguard.com/ from time to time; for the postal address see the Directory section of this Prospectus. All requests to deal in Shares on a particular Dealing Day received after a Fund’s Cut - Off Time for that Dealing Day will be treated as having been received on the ne xt Dealing Day.
The investors in the Vanguard EUR Cash UCITS ETF shall provide, and authorise intermediaries to provide, information requested by the Company, the Manager, Investment Manager or a delegate in order for the Manager to comply with the “Know your customer” requirements of Article 27 of the EU MMFR. This information shall include, but is not limited to, investor type, the number of Shares owned by any investor and the evolution of inflows and outflows in respect of any investor. This information may be requested for the purpose of enabling the Manager to consider (a) identifiable patterns in investor cash needs, including the cyclical evolution of the number of Shares of the applicable E EU MMF ; (b) the risk aversion of investors; and (c) the degree of correlation or close links between investors, with a view to the Manager appropriately managing the liquidity and investor concentration of the relevant EU MMF .
ETF Shares
Each Fund offers and issues an exchange - traded class of shares called ETF Shares. ETF Shares are issued in large blocks, known as Creation Units. To instruct the purchase or redemption of a Creation Unit, you must be an Authorised Participant or you must t transact through a broker that is an Authorised Participant. An Authorised Participant is a participant in a Recognised Clearing and Settlement System and has executed an Application Form . The Common Depositary’s Nominee, acting as the registered holder of ETF Shares in a Fund, may not apply to become an Authorised Participant. Creation Units may also be purchased (and redeemed) directly by affiliates of the Promoter for seeding purposes or where the Company otherwise believes it to be in the best interests of the Company and such affiliates will be deemed to be Authorised Partic ipants and Qualified Holders for the purposes of those transactions. For a current list of Authorised Participants, contact the Administrator.
Investors that are not Authorised Participants must purchase ETF Shares through a broker on the secondary market. As with any stock traded on an exchange through a broker, purchases and sales of ETF Shares on the secondary market will be subject to usual and customary brokerage commissions. The Company does not set the amount of the commissions and does not receive these payments. See the section of the Prospectus entitled “ The Secondary Market ” for further information.
ETF Shares may be issued in - kind, at the Investment Manager’s discretion, in exchange for the Deposit Securities that are generally part of (or soon to be part of) the Fund’s target index. ETF Shares may also be redeemed in - kind; an investor redeeming a C reation Unit of ETF Shares will receive a basket of securities that are part of the Fund’s portfolio holdings, the “ Redemption Securities ”. As part of any in - kind creation or redemption transaction, the investor will either pay or receive some cash in addition to the Deposit Securities, as described in the “ Buying Shares ” and “ Redeeming Shares ” sections of this Prospectus. Creation Units may also be issued or redeemed for cash, with the exception that, s ubject to the requirements of the Central Bank as set out below, or save as the Directors or their delegate may otherwise determine in their sole discretion, cash (non - directed) dealing is not permitted in the Vanguard LifeStrategy® 20% Equity UCITS ETF, V anguard LifeStrategy® 40% Equity UCITS ETF, Vanguard LifeStrategy® 60% Equity UCITS ETF and Vanguard LifeStrategy® 80% Equity UCITS ETF
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(collectively the “ LifeStrategy® ETFs ”) and primary market dealing in such Funds shall therefore be limited to in - kind and cash (directed) dealing only.
Issue of Shares in exchange for in - kind assets
In accordance with the UCITS Regulations, the Directors may accept in - kind subscriptions for Shares in a Fund. The securities transferred to the Fund in settlement of an in - kind subscription must be in a form in which the relevant Fund may invest in accor dance with: (a) the UCITS Regulations , the Central Bank Requirements and, where applicable, the EU MMFR ; and (b) the particular investment objective and policies of the relevant Fund.
No Shares may be issued for an in - kind subscription unless the Directors are satisfied that:
(i) the number of Shares issued in the relevant Fund will not be more than the number that would have been issued for a subscription settled in cash, having valued the securities to be transferred to the Fund by the investor in accordance with the valuation pr ovisions set out in the C Constitution and summarised herein;
(ii) such duties and charges as set out in the sections entitled “ Buying Shares ” and “ Redeeming Shares ” of this Prospectus, arising in connection with the vesting of such securities in the Depositary for the account of the relevant Fund are generally paid by the person subscribing for Shares in the Fund or, at the discretion of the Directors, partly by such person and partly, or all, by the Manager out of its assets;
(iii) the terms of such in - kind subscription shall not materially prejudice the Shareholders in the relevant Fund; and
(iv) the securities are vested in the Depositary . Shares may not be issued in exchange for such securities unless title to the securities has been delivered.
Applicants who subscribe for ETF Shares in - kind will for settlement purposes have access to an account in one or more Recognised Clearing and Settlement Systems. Investors who purchase ETF Shares and who are not participants in Recognised Clearing and Set tlement Systems will have indirect access to such settlement systems through professional financial intermediaries, such as banks, depositaries , brokers, dealers, and trust companies which clear through or maintain a custodial relationship with participants in such settlement systems.
Money Laundering Prevention
The Company is subject to obligations under the Criminal Justice (Money Laundering and Terrorist Financing) Acts 2010 to 2021 of Ireland and regulations thereunder (as same may be amended, supplemented and/or replaced from time to time) (the “ Criminal Justice Acts ”), aimed at preventing money laundering, terrorist financing and indirect and direct tax crimes. It is also subject to adhering to sanctions administered by legislation, and sanctions administered by the United States Office of Foreign Asset Control, the European Union and the United Nations. To meet these obligations, the Company is required to apply customer due diligence measures to investors including but not limited to identifying and verifying an applicant’s identity, address, source of wealth and/ or source of funds, identifying any beneficial owner connected with an applicant and conducting ongoing due diligence during the course of the business relationship.
The Administrator reserves the right to request such information as is necessary to verify the identity, address and the source of wealth and/or source of funds of an applicant. In the event of delay or failure by the applicant to produce any information required for verification purposes, the Administrator may refuse to accept the application and subscription monies and return all subscription monies or compulsorily repurchase such Shareholder’s Shares and/or payment of repurchase proceeds may be
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delayed (no repurchase proceeds will be paid nor will any interest accrue thereto if the Shareholder fails to produce such information) and none of the Company, the Directors, the Investment Manager or the Administrator shall be liable to the subscriber or Shareholder where an application for Shares is not processed or Shares are compulsorily repurchased in such circumstances. If an application is rejected, the Administrator will return application monies or the balance thereof by telegraphic transfer in a ccordance with any applicable laws to the account from which it was paid at the cost and risk of the applicant. The Administrator shall not pay repurchase proceeds or dividend payments where the requisite documentation and/or information for verification purposes has not been produced by the entitled Shareholder. Any such blocked payments may be held in a Collection Account pending receipt, to the satisfaction of the Administrator, of the requisite documentation and/or information. Investors should refer t o the risk statement “ Umbrella Cash Subscription and Redemption Account (“Collection Account”) Risk ” in the Section of this Prospectus entitled “ Risk Factors ” for an understanding of their position vis - a - vis monies held in a Collection Account.
The Company, and the Administrator may take such other steps as each considers appropriate or necessary to discontinue the relationship with an investor where required to do so under applicable law and regulation.
Minimum Holdings
The minimum holdings for each class of each Fund are set out either in Appendix 1 of this Prospectus or otherwise in the Supplement for the relevant Fund. If the minimum holdings are not maintained, the Directors reserve the further right to redeem the relevant shareholding in the relevant class of Shares.
Further, if following a redemption, switch or transfer, a holding in any class of Shares should fall below the minimum holding for that class, as set out either in Appendix 1 of this Prospectus or otherwise in the Supplement for the relevant Fund, the Directors may effect a mandatory redemption of that Shareholder's entire holding in that class of Shares. Failure of the Directors to do so immediately after such redemption, sw itch or transfer does not remove this right.
The Secondary Market
The ETF Shares may be purchased through the secondary market. It is expected that the ETF Shares will be listed on one or more relevant stock exchanges to facilitate the secondary market trading in the ETF Shares. Secondary market sales of ETF Shares or purchases of ETF Shares will be conducted in accordance with the normal rules and operating procedures of the relevant stock exchange(s) and Recognised Clearing and Settlement Systems and will be settled using the normal procedures applicable to trading se curities. The listing of the ETF Shares on the secondary market (1) provides intraday liquidity; (2) allows investors to trade ETF Shares in quantities smaller than a Creation Unit; and (3) facilitates distribution of, and access to, the ETF Shares for re tail investors.
Upon such listings there is an expectation that at least one member of the relevant stock exchange(s) will act as market maker and provide offer and bid prices at which the ETF Shares can be purchased or sold, respectively, by investors. The bid/offer spre ad is typically monitored by the relevant stock exchange(s). Certain Authorised Participants who subscribe for Creation Units may act as market makers; other Authorised Participants are expected to subscribe for Creation Units in order to be able to offer t to buy Shares from or sell ETF Shares to secondary market investors as part of their broker/dealer business. Through the operation of such a secondary market, persons who are not Authorised Participants or not able or willing to subscribe for and redeem Creation Units will be able to buy ETF Shares from or sell ETF Shares to other retail investors or market maker s, broker/dealers, or other Authorised Participants at prices which should approximate, after currency conversion, the Net Asset Value of the ETF Shares.
As the purchase and sale of ETF Shares on the secondary market takes place through the relevant stock exchange via a member firm or stockbroker and is not a subscription or redemption of ETF Shares with a Fund, investors should note that such orders: (a) ar are governed by the rules of the relevant stock
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exchange; and (b) may incur costs over which the Company has no control. In addition, information will be sent by the Company to the settlement system for transmission to the member firm or stockbroker and onward to investors but the Company has no obligat ions other than the delivery of the information to the settlement system and cannot control the onward dissemination of any such information.
The price of any ETF Shares traded on the secondary market will depend on market supply and demand, movements in the value of the Fund’s portfolio holdings as well as other factors such as prevailing financial markets, corporate, economic and political con ditions. In accordance with the requirements of the relevant stock exchanges, market makers are expected to provide liquidity and two way prices to facilitate the secondary market trading of the ETF Shares. See the “ Risk Factors ” section of this Prospectus for further information on the risk factors associated with secondary market trading.
The Indicative Net Asset Value (“ iNAV ”) for each Fund is calculated at fifteen second intervals throughout the trading day and is published on Bloomberg or Reuters. The iNAV is based on quotes and last sale prices from the securities’ local market and may not reflect events that occur subsequ ent to the local market’s close.
Premiums and discounts between the iNAV and the market price may occur and the iNAV should not be viewed as a “real - time” update of the Net Asset Value per Share, which is calculated only once a day. The iNAV should not be taken or relied on as the price a t which Shares are subscribed or redeemed. None of the Company, the Manager, or the Investment Manager or any of their affiliates, or any third party calculation agents involved in, or responsible for, the calculation or publication of such iNAVs makes any warranty as to their accuracy or shall be liable to any person who relies on the iNAV.
As a purchase or sale of ETF Shares on the secondary market is not a subscription for or redemption of ETF Shares directly with a Fund, the Company does not charge any subscription or redemption fees for purchases or sales of ETF Shares on the secondary ma rket. Investors that buy ETF Shares on the secondary market (with the exception of certain secondary market investors purchasing shares on the London Stock Exchange) are not reflected in the Register.
ETF Shares purchased on the secondary market cannot usually be sold directly back to the Company. Investors must buy and sell ETF Shares on a secondary market with the assistance of an intermediary (e.g. a stockbroker) and may incur fees for doing so. In addition, investors may pay more than the current Net Asset Value when buying ETF Shares on the secondary market and may receive less than the current Net Asset Value when selling them.
If the stock exchange value of ETF Shares significantly varies from their Net Asset Value, investors who have acquired their ETF Shares on the secondary market may redeem their ETF Shares directly to the Company, and such redemption will be subject to the provisions of this Prospectus. If a significant variance in value arises, a stock exchange announcement will be made to Euronext Dublin, the London Stock Exchange and such other exchange(s) on which the ETF Shares are traded, advising the Shareholder of t his right. Authorised Participants wishing to redeem their ETF Shares in these circumstances should contact the Portal Operator for details of the process and relevant forms. Please see the section of the Prospectus entitled “ Redeeming Shares ” for fees payable. In addition, account opening and administration fees which shall not be excessive, reflecting the costs incurred by the Company in the processing of such redemptions, may also be charged.
Key Information Document
The Company provides a Key Information Document to applicants dealing directly with it. This document contains a summary of key features relating to a Fund. The Company makes a Key Information Document for each Fund available at https://www.ie.vanguard/product documentation/ucits - kiids - priips - kids .
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BUYING SHARES
Procedure
The purchase of Shares may be initiated directly by Authorised Participants through the Portal or by other investors through a professional adviser or other Intermediary. Authorised Participants must submit orders pursuant to procedures set forth in the Application Form and in the Prospectus . Shares will not be issued or allotted in cases where dealing in a Fund has been suspended as set out under the “ Suspension of Dealings ” section of this Prospectus. For the avoidance of doubt, all subscription requests received before a Fund’s Cut - Off Time for a Dealing Day will receive that Dealing Day’s Valuation Point. Subscription requests received after a Fund’s Cut - Off Time for a Dea ling Day will normally receive the next Dealing Day’s Valuation Point. However, subscription requests received after the Cut - Off Time for a Dealing Day but before the Valuation Point for that Dealing Day may be accepted for dealing on that day in exceptio nal circumstances at the Directors’ sole discretion.
To open an account, mail or fax the signed Application Form to the Administrator (with the original executed and completed Application Form and all documentation required for anti - money laundering procedures to be mailed immediately thereafter). The Compa ny will send a trade confirmation by the close of the third Business Day after the relevant Dealing Day.
To add to an existing account, mail , telephone or, where applicable, send the dealing request through the Portal, for onward transmission to the Administrator.
Purchase of ETF Shares
To purchase ETF Shares, an Authorised Participant must submit an order in proper form through the Portal to the Portal Operator and such order must be received by the Portal Operator by the Cut - Off Time. Authorised Participants must submit orders pursuant to procedures set forth in the relevant Authorised Participant Agreement and in the Prospectus.
Minimum Subscriptions
ETF Shares may only be purchased in Creation Units. The size of a Creation Unit for each Fund is set out either in Appendix 1 of this Prospectus or otherwise in the Supplement for the relevant Fund . The minimum subscription levels for the ETF Shares in a Fund are set out either in Appendix 1 of this Prospectus or otherwise in the Supplement for the relevant Fund. The Directors may, at their sole discretion: (a) accept cash subscription orders below the minimum amount; and (b) reduce the size of a Creation Unit. Any change to the minimum subscription levels will be disclosed to investors in an updated Prospectus.
Subscription Price
The subscription price for a Share will be the Net Asset Value per Share on the relevant Dealing Day. Subscriptions will be completed in the base currency of the relevant Share class.
Settlement – – In - kind
The consideration for the purchase of a Creation Unit for a Fund generally consists of: (i) the in - kind deposit of a designated portfolio of (as relevant) fixed income or equity securities (“ Deposit Securities ”); and (ii) an amount of cash (“ Cash Component ”) consisting of: (1) a Purchase Balancing Amount (described below); and (2) a Custody Transaction Fee as may be charged. In addition, applicable trading charges related to stamp duty, United Kingdom stamp duty reserve tax (“ SDRT ”) and other similar transfer taxes, and other duties as detailed either in Appendix 1 of this Prospectus or otherwise in the Supplement for the relevant Fund will also apply.
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The Custody Transaction Fee will be an estimate calculated by and paid to the Manager who will in turn pay the Custody Transaction Fee as invoiced by the Depositary. In the event that there is any excess of the amount paid by the Authorised Participant to the Manager over the amount invoiced by the Depositary, such excess will be used in satisfaction of the total custody charges payable to the Depositary. This may result in the portion of the OCF payable by the Manager to the Depositary, in respect of aggr egate custody transaction fees, being reduced and accordingly the amount retained by the Manager may be increased. Should this occur, any such reduction will be negligible. The Custody Transaction Fee may be waived by the Manager and, in such instances, th e Custody Transaction Fee will be paid by the Manager out of its fee. Any such waiver will be notified to the Shareholder.
The Fund Deposit is the Deposit Securities and the Cash Component together (the “ Fund Deposit ”). The “ Purchase Balancing Amount ” is an amount of cash equal to the difference between: (a) the Net Asset Value of a Creation Unit; and (b) the market value of the Deposit Securities. It ensures that the Fund Deposit (not including the Custody Transaction Fee) is identical to the Net Ass et Value of the Creation Unit it is used to purchase. If the Purchase Balancing Amount is a positive number (i.e. the Net Asset Value per Creation Unit exceeds the market value of the Deposit Securities), then that amount will be paid by the applicant to t he Fund in cash. If the Purchase Balancing Amount is a negative number (i.e. the Net Asset Value per Creation Unit is less than the market value of the Deposit Securities), then that amount will be paid by the Fund to the applicant in cash (except as offs et by the Custody Transaction Fee).
A list of the names and the number of shares of each Deposit Security to be included in the next D Dealing Day’s Fund Deposit for each Fund (subject to possible amendment or correction) is made available from the Portal Operator via the Portal prior to the opening of the relevant markets on each trading day. The identity and number of shares of the Deposit Securitie s required for a Fund Deposit may change from one day to another to reflect rebalancing adjustments and corporate actions, or to respond to adjustments to the weighting or composition of the component stocks of a relevant target index.
The Company reserves the right to permit or require the substitution of an amount of cash - referred to as “cash - in - lieu” - to be added to the Cash Component to replace any Deposit Security that may not be available in sufficient quantity for delivery; may not be eligible for transfer; may not be eligible for trading by an Authorised Participant; or in the event that in - kind tr ading is not permissible in particular countries or markets. Trading costs incurred by the Company in connection with the purchase of Deposit Securities with cash - in - lieu amounts will be borne by the relevant investor, through the application of a “ Basket Customisation Fee ” (representing the estimated cost of acquisition of the relevant Deposit Security to the Fund using the cash - in - lieu amount, otherwise than in respect of “ Settlement – Cash (Directed) ” as described below), to protect existing investors from this expense. See the “ Risk Factor ” section of this Prospectus for further information on the Basket Customisation Fee.
All questions as to the number of shares of each security in the Deposit Securities and the validity, form, eligibility, and acceptance for deposit of any securities to be delivered shall be determined by the Company and the Company’s determination shall b e final and binding.
The Administrator shall inform the Depositary of the subscription. The Depositary will then inform the appropriate sub - custodians. Each sub - custodian shall maintain an account into which the Authorised Participant shall be instructed to deliver, on behalf of itself or the party on whose behalf it is acting, the relevant Deposit Securities (or the cash value of all or part of such securities, in the case of a permitted or required cash purchase or cash - in - lieu amount) including all applicable fees. Deposit Securities must be delivered to an account maintained at the applicable local sub - custodians as instructed by the Depositary. The Authorised Participant must also make available on the settlement date, by means satisfactory to the Company, immediately avai lable or same day funds sufficient to pay the Cash Component and any applicable fees next determined after acceptance of the purchase order.
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The normal settlement period for Creation Unit subscriptions is set out in A Appendix 1 to this Prospectus or otherwise in the Supplement for the relevant Fund. The settlement period may vary depending upon the standard settlement periods of the different stock exchanges on which the Shares are traded and the nature of the Deposit Securities . The Directors retain the discretion to accept settlements for Creation Unit subscriptions outside of the normal settlement periods. However, the settlement period for Creation Unit subscriptions shall not in any event exceed ten Business Days from the relevant Dealing Day. No Shares of a Creation Unit will be issued t to the applicant until all the Deposit Securities (or relevant cash collateral as detailed below) has been received by the Depositary and the requisite Cash Component, Custody Transaction Fee and, if applicable, transfer taxes have been received by the Depositary .
If an applicant fails to deliver to the Depositary one or more of the Deposit Securities by the designated time, the Company may: (a) reject the application for subscription; or (b) may require the applicant to pay to it, in cash, a collateral sum at least equal to 103% of the closing value of such undeli vered Deposit Securities on the relevant Dealing Day, until the date of delivery of all such undelivered securities (or the date on which the Company acquires all such Deposit Securities in the open market), plus any transfer taxes associated with the purc hase by the Company of those Deposit Securities; or (c) require a letter of credit acceptable to it for such purpose. Cash collateral will be used following the default on the delivery of a Deposit Security. Securities that have a standard market settleme nt date past the settlement period provided for above are deemed “non delivered Deposit Securities” and therefore cash collateral will be required until the Deposit Securities are delivered. The cash collateral will be marked to - market on a daily basis an d additional collateral will be requested if the value of the security exceeds the value of the cash initially received. Once the security in question has been delivered, the cash collateral will be returned to the Authorised Participant. If the applican t fails to deliver to the D Depositary the Deposit Securities by the designated time, the Company reserves the right to utilise the relevant cash collateral to acquire the Deposit Securities. In the event that any cash collateral is used to purchase the security omitted from the Deposit Secur ities, any excess cash will be returned once the security has settled. The Company will notify the Authorised Participant in advance of taking action to purchase the Deposit Securities with cash collateral. No Creation Unit will be issued and settlement will not occur until such time as the Deposit Securities are received by the Depositary , either through delivery by the applicant or acquisition by the Company utilising the relevant cash collateral or through receipt by the Company of the cash collateral. If the actual cost to the Company of acquiring the Deposit Securities (including any trading fees and stamp duty taxes) and the Custody Transaction Fee payable to the Depositary exceed the value of such cash collateral held the applicant will be required to promptly reimburse the Company the difference on demand. No interest will be paid on any collateral held in these circumstances.
Settlement - Cash (Non - Directed)
Subscriptions for ETF Shares may be settled in cash. The Company will publish a “ Portfolio Composition File ” for each Fund dealing in cash. Trading costs incurred by the trading of cash will be an expense of the Authorised Participant and a basis point transaction fee or, if the Investment Manager deems it appropriate, the actual trading cost, the level and ba sis of which will be determined by the Investment Manager (the Cash Creation Fee as detailed below) will be applied to the gross subscription amount. In addition, Custody Transaction Fees (as detailed above), if any, outlined in Appendix 1 of this Prospectus or in a relevant Supplement will apply.
The normal settlement period for Creation Unit subscriptions for each Fund is set out e either in A Appendix 1 of this Prospectus or otherwise in the Supplement for the relevant Fund . The Directors retain the discretion to accept settlements for C Creation Unit subscriptions outside of the normal settlement periods. However, the settlement period for Creation Unit subscriptions shall not in any event exceed ten Business Days from the relevant Dealing Day.
Investors should note that subscriptions for ETF Shares in the LifeStrategy ® ETFs may not generally be settled in cash (non - directed).
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Settlement - Cash (Directed)
An Authorised Participant settling a subscription order for ETF Shares in cash may request that the Investment Manager (or the Sub - Investment Manager) trade the underlying securities with a particular broker (selected from a list authorised by the Investme nt Manager which may include other Authorised Participants or parties related to Authorised Participants), who may, at its discretion, transact accordingly. Alternatively, Authorised Participants may elect to have a broker appointed on their behalf and should contact the Investment Manager to arrange for this .
Authorised Participants should contact the designated broker to inform them of the trade, prior to the Investment Manager (or its delegate) transacting for the underlying securities with the specified broker. No liability will attach to the Investment Man ager (or the Sub - Investment Manager) in the event that the trade, or a portion thereof, is not effected due to a failed trade, delayed settlement, market closure or market disruption, omission or error or similar by either the investor or the designated br oker. An Authorised Participant or designated broker defaulting on or changing the terms of any part of the transaction will bear all risks and costs in connection therewith and the Investment Manager (or the Sub Investment Manager) may transact with anot her broker and amend the terms of the Authorised Participant’s subscription or redemption to take account of the default and the changes to the terms. Fees for directed cash creations and redemptions will vary.
A ny Authorised Participant requesting a cash (directed) settlement for a subscription order will be responsible for the total cost of purchasing the underlying securities which will comprise: (a) the full price of the securities purchased; and (b) any fees or costs incurred, including Custody Transaction Fees (as detailed above), the Cash Creation Fee (as detailed below) and brokerage fees and this total may exceed the Net Asset Value per Share applicable to the relevant subscription order.
The normal settlement period for Creation Unit subscriptions for each Fund is set out e either in A Appendix 1 of this Prospectus or otherwise in the Supplement for the relevant Fund . The Directors retain the discretion to accept settlements for C Creation Unit subscriptions outside of the normal settlement periods. However, the settlement period for Creation Unit subscriptions shall not in any event exceed ten Business Days from the relevant Dealing Day.
Collection Account
Subscriptions monies received in respect of a Fund in advance of the issue of Shares may be held in a Collection Account in the name of the Company. Investors should refer to the risk statement ‘ Umbrella Cash Subscription and Redemption Account (“Collection Account”) Risk ’ in the Section of this Prospectus entitled ‘ Risk Factors ’ for an understanding of their position vis - a - vis monies held in a Collection Account.
Cash Creation Fee
A Fund may charge a Cash Creation Fee to cover the trading costs incurred by the trading of cash on cash subscriptions for ETF Shares being a basis point transaction fee or, if the Investment Manager deems it appropriate, the actual trading cost, the level and basis of which will be determined by the Investment Manager, up to such amount as specified in either in Appendix 1 of this Prospectus or otherwise in the Supplement for the relevant Fund. The fee is paid directly into the assets of the relevant Fund to offset the cost of buying and selling securities and is not a subscription fee payable to the Manager or to any other person. The maximum of any such fee is 2% of the gross subscription amount as detailed in either in Appendix 1 of this Prospectus or otherwise in the Supplement for the relevant Fund.
Anti - Dilution Levy
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See the “ Anti - Dilution Levy ” section of this Prospectus for details of the anti - dilution fee which may be charged.
Settlement
The normal period within which cash settlement of purchase monies for each Fund falls due is set out either in Appendix 1 of this Prospectus or otherwise in the Supplement for the relevant Fund . The Directors retain the discretion to accept cash settlements for purchase monies outside of the normal settlement periods. However, the settlement period for cash settlement of purchase monies shall not in any event exceed ten Business Days from the relevant Dealing Day. The Portal Operator will send a contract note by the close of the Business Day after the relevant Dealing Day. If full settlement of purchase monies is not made within the required time, then the Company reserves the right to make an administration charge and recover any shortfall. Purchase monies must be received by telegraphic transfer. The applicant shall bear a ll bank costs or other associated costs which are levied on such transfer. The Company reserves the right to accept other forms of payment in its discretion; however, no cheques will be accepted, subject to the ultimate discretion of the Company.
Shares held through Recognised Clearing and Settlement Systems
Distributions of dividends and other payments with respect to Shares in the Company held through Recognised Clearing and Settlement Systems will be credited to the cash accounts of such Recognised Clearing and Settlement Systems’ participants in accordance with the relevant system’s rules and procedures. Any information or Company communications to a Shareholder holding Shares in a settlement system, including voting or proxy materials, annual reports etc., will be transmitted to those settlement systems ca pable of receiving and processing such information for transmission to investors.
Secondary market sales of Shares or purchases of Shares will be conducted in accordance with the normal rules and operating procedures of the relevant stock exchange(s) and settlement systems and will be settled using the normal procedures applicable to tr ading securities and the rights of secondary market purchasers will be governed accordingly. See the section of the Prospectus entitled “ The Secondary Market ” for further information.
Currency of Subscription
Subscriptions for Shares must be in the currency of denomination of the relevant Share class.
General
Acceptance of Orders
The Company reserves the right not to accept any subscriptions for Shares until the Administrator receives the original signed Application Form and all of the necessary anti - money - laundering documentation and all anti - money - laundering requirements are sati sfied . The Company reserves the absolute right to reject a subscription order for any reason. By way of example, and without in any way limiting that right, a subscription request could be rejected if: (i) the Deposit Securities delivered in payment for the Cr eation Unit are not as specified by the Portal Operator via the Portal; (ii) acceptance of the Fund Deposit (securities or cash) would have certain adverse tax consequences to the Fund; (iii) the acceptance of the Fund Deposit would, in the opinion of the Company’s counsel, be unlawful; (iv) circumstances outside the control of the Fund, the Portal Operator or the Administrator make it impractical to process a subscription request; or (v) the acceptance of the Fund Deposit would otherwise, in the discretion of the Company, have an adverse effect on the Fund or its Shareholders. On any Dealing Day, in respect of which one or more Directors or their delegates determine that the acceptance of a cash subscription may have an adverse effect on a Fund or its Shareholders, the Company may only accept in - kind subscriptions for such Fund on that Dealing Day and may reject any cash subscription received in respect of that Fund. The Company will notify the Authorised Participant if it rejects the Authorised
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Participant’s subscription request. The Company, the Portal Operator and the Administrator are under no duty, however, to give notification of any defects or irregularities in the delivery of Fund Deposits, nor shall either of them incur any liability for the failure to give any such notification, however the Fund, the Portal Operator and the Administrator will endeavour to contact the Authorised Participant in the event of defects or irregularities in the delivery of Fund Deposits.
The Company also reserves the general right to reject any subscription request, including switches from other Funds for example in the case of significantly large switching requests which would impact other Shareholders. In addition, see section entitled “ Market Timing and Frequent Trading ” below. Any subscription for Shares received or deemed to be received by the Company may be withdrawn or amended only with the consent of the Directors or, where such request to withdraw or amend a subscription request is received prior to the Cut - Off Tim e for the relevant Dealing Day, with the consent of their duly appointed delegate(s).
The Company reserves the right to limit the issue of Shares in any Fund or class of Shares where the liquidity within the Fund or class is deemed to be detrimental to its performance by closing the Fund or class to new subscriptions or switches into it, either from existing Shareholders or new applicants or both. An example of the circumstances in which this may occur could be where the Company determines that it would be prudent to limit the capacity or the size of a Fund, the investment objective of which is aimed at a particular market or sector.
Amendments to Shareholder Details
Any amendments to a Shareholder’s registration details and payment instructions will only be effective upon receipt of a duly authorised written instruction from the relevant Shareholder. Pursuant to the Administrator’s standards, an original wet ink instru ruction may be required.
Failure to Settle
Under the terms of the Application Form, investors accept responsibility and liability for any failure by them to settle subscription orders in accordance with the procedures and deadlines set out above. Each investor agrees that any costs for which such investor becomes liable as a result of his or her failure to provide subscription monies in accordance with the procedures and deadlines set out above shall be recoverable by the Company and authorises the Manager to redeem such number of Shares held by a Shareholder in the Company in order to satisfy any such liability to the Company and to pay the proceeds of any such redemption into the assets of the relevant Fund. In the event that there is a failure to provide subscription monies, any provisional allot ment of Shares will be cancelled.
Timing of Orders
Orders received after the Cut - Off Time for a Dealing Day will generally be held over until the next Dealing Day. The Directors may, however, at their sole discretion in exceptional circumstances, accept subscription requests or permit an applicant to with draw or amend any subscription request after the Cut - Off Time for the relevant Dealing Day, provided that the request to subscribe or to amend or withdraw a subscription order is received before the Valuation Point for the Dealing Day to which the subscrip tion relates.
Documents the Investor will receive
ETF Shares in a Fund will not be issued in Dematerialised (or uncertificated) Form and no temporary documents of title or share certificates will be issued, other than the Global Share Certificate required for the International Central Securities Depositar ies (being the Recognised Clearing and Settlement Systems through which the ETF Shares will be settled).
Market timing and frequent trading
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Each of the Funds of the Company is designed and managed to support longer - term investment and active trading in Shares is discouraged. Short - term or frequent trading into and out of a Fund as well as market timing may harm performance by disrupting fund management and by increasing expenses. The Directors may, at their discretion, refuse to accept requests for purchase of, or requests fo r switching of, Shares, especially where transactions are deemed disruptive, particularly from possible frequent traders or market timers. Some investors try to profit from a strategy called market - timing – switching money into funds when they expect prices to rise and taking money out when they expect prices to fall within a short period of time.
In general, market timing refers to the investment behaviour of a person (or group of persons) buying, selling or switching investments in anticipation of making a profit on the basis of predetermined market indicators. Market timing can include elements of frequent trading and vice - versa. Both behaviours will tend to include frequent purchases and redemptions of Shares with a view to profiting from anticipated changes in market prices between Valuation Points or arbitraging on the basis of market price c hanges subsequent to those that are used in a Fund’s valuation. Such market timing and frequent trading activities are disruptive to fund management, may lead to additional dealing charges - which cause losses/dilution to a Fund - and may be detrimental t o performance and long term interests. Accordingly, the Company has adopted special policies to discourage this type of short - term trading. Specifically, the Directors have discretion to refuse to accept a subscription request in respect of any Fund at a ny time without notice and regardless of size. In particular, the Directors reserve the right to reject any purchase request, including exchanges from other Funds that they regard as disruptive to the efficient management of the portfolio. A purchase requ quest may be rejected because of timing of the investment or because of the history of excessive trading by the investor. The Company may in its absolute discretion and without providing any reason, notice and regardless of size, reject any application for subscription or switching of Shares from applicants that it considers to be associated with market timing activities. The Company may also combine Shares which are under common ownership or control for the purposes of determining whether the activities o f investors can be deemed to involve market timing or frequent trading.
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REDEEMING SHARES
Procedure
Every Shareholder is entitled on any Dealing Day to redeem its Shares. Valid instructions by Authorised Participants to the Portal Operator through the Portal to redeem Shares in a Fund will be processed at a redemption price calculated with reference to the next Valuation Point for that Fund following receipt of the instruct ion, except in the case where dealing in a Fund has been suspended as set out under the “ Suspension of Dealings ” section of this Prospectus. For the avoidance of doubt, all redemption instructions received before a Fund’s Cut - Off Time for a Dealing Day will receive that Dealing Day’s Valuation Point. All redemption instructions received after a Fund’s Cut - Off Time for a Dealing Day will receive the next Dealing Day’s Valuation Point.
To redeem Shares, send the dealing request by approved electronic transmission to the Portal Operator through the Portal. Requests to redeem Shares may also be made by mail or telephone (telephone: +44 203 753 6989 or such other numbers of the Portal Operator as may be published on https://globaletf.vanguard.com from time to time; for the postal address see the Directory section of this Prospectus.
Redemption orders are irrevocable and may not be withdrawn without the Company’s consent except when the redemption of Shares has been temporarily suspended. The Directors or their duly appointed delegate(s) have complete discretion to permit an applicant to withdraw or amend any redemption request after it has been submitted provided that the application to withdraw or amend is received before the Cut - Off Time for the relevant Dealing Day. In exceptional circumstances, the Directors, in their sole discretion, may accept a redemption request or may permit an applicant to withdraw or amend a redemption request after the Cut - Off Time for the relevant Dealing Day, provided that the request to redeem or to amend or withdraw a redemption request is received before the calculation of the Net Asset Value per Share for the Dealing Day to which the application relates. An instruction to the Portal Operator via the Portal to redeem Shares, although irrevocable, will not be settled by either the Company or the Administrator if the redemption represents Shares where settlement on the earlier purchase of those Shares has not yet been made in full or if insufficient documentation (including the original Application Form) or anti - money laundering information has not been received by the Administrator. Redemption orders will be processed only where payment is made to the accoun t of record.
Redemption of ETF Shares
To be eligible to place a redemption order for ETF Shares with the Company, the investor must be an Authorised Participant. Investors that are not Authorised Participants must make appropriate arrangements with an Authorised Participant in order to redeem. For a current list of Authorised Participants, contact the Administrator. ETF Shares may be redeemed only in Creation Units (and/or the cash equivalent). The Directors may, at their sole discretion accept cash redemption orders in less than Creation Units.
Settlement - In - kind
An Authorised Participant tendering a Creation Unit generally will receive redemption proceeds consisting of:
(1) a basket of Redemption Securities; plus (2) a Redemption Balancing Amount in cash equal to the difference between (i) the Net Asset Value of the Creation Unit being redeemed, as next determined after receipt of a request in proper form, and (ii) the value of the Redemption Securities; less (3) a Custody Transaction Fee (as described below);
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(4) applicable trading charges related to stamp duty, SDRT and other similar transfer taxes, and other duties (as detailed in either in Appendix 1 of this Prospectus or otherwise in the Supplement for the relevant Fund ); and (5) a Basket Customisation Fee (if any).
See the “ Risk Factor ” section of this Prospectus for further information on the Basket Customisation Fee.
If the Redemption Securities have a value greater than the Net Asset Value of a Creation Unit, the redeeming Authorised Participant will be required to pay the Redemption Balancing Amount in cash to the Fund, rather than receiving such amount from the Fund .
Settlement - Cash (Non - Directed)
For cash redemptions of Creation Units, an Authorised Participant will receive redemption proceeds consisting of:
(1) the redemption proceeds; less (2) a Custody Transaction Fee (as described below); and (3) a Cash Redemption Fee (as described below).
Subject to the requirements of the Central Bank, investors should note that ETF Shares in the LifeStrategy ® ETFs will not generally be redeemed in cash (non - directed).
Settlement - Cash (Directed)
An Authorised Participant settling a redemption order for ETF Shares in cash may request that the Investment Manager trade the underlying securities with a particular broker (selected from a list authorised by the Investment Manager which may include other Authorised Participants or parties related to Authorised Participants), who may, at its discretion, transact accordingly. Alternatively, Authorised Participants may elect to have a broker appointed on their behalf. For more detail, please refer to the section entitled “ Buying Shares – – Settlement – – Cash (Directed )”.
Any Authorised Participant requesting a cash (directed) settlement for a redemption order will receive the total value realised from the sale of the underlying securities less any fees (including the Custody Transaction Fee (as described above) and the Cash Redemption Fee (described below)) or costs incurred.
Collection Account
Cash redemption proceeds may, pending payment to the relevant Shareholder, be held in a Collection Account, including a Held Redemption Account, in the name of the Company. Investors should refer to the risk statement “ Umbrella Cash Subscription and Redemption Account (“Collection Account”) Risk ” in the Section of this Prospectus entitled “ Risk Factors ” for an understanding of their position vis - a - vis monies held in any such account.
General
The Company makes available after the close of each Business Day, a list of the names and the number of shares of each “ Redemption Security ” to be included in the next Dealing Day’s Redemption Basket (subject to possible amendment or correction). The Redemption Basket provided to an Authorised Participant redeeming a Creation Unit may not be identical to the basket of Deposit Securities requi red of an Authorised Participant purchasing a Creation Unit. If a Fund and a redeeming Authorised Participant mutually agree, the Company may provide the Authorised Participant with a basket of Redemption Securities that differs from the composition of the Redemption Basket published by the Portal Operator through t he Portal. The Company reserves the right to deliver cash - in - lieu of any
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Redemption Security for the same reason it might accept cash - in - lieu of a Deposit Security, as discussed in the “ Buying Shares ” section of this Prospectus.
The Company imposes a Custody Transaction Fee on redemptions to compensate the relevant Fund for the custody transaction costs associated with the redemption of Creation Units. The Custody Transaction Fee will be an estimate calculated by and paid to the Manager who will in turn pay the Custody Transaction Fee as invoiced by the Depositary. In the event that there is any excess of the amount paid by the Authorised Participant to the Manager over the amount invoiced by the Depositary, such excess will be used in satisfaction of the total custody charges payable to the Depositary. This may result in the portion of the OCF payable by the Manager to the Depositary, in respect of aggr egate custody transaction fees, being reduced and accordingly the amount retained by the Manager may be increased. Should this occur, any such reduction will be negligible. The Custody Transaction Fee may be waived by the Manager and, in such instances, t the Custody Transaction Fee will be paid by the Manager out of its fee. Any such waiver will be notified to Shareholders. The Custody Transaction Fee for redemptions for each Fund is set out either in Appendix 1 of this Prospectus or otherwise in the Supplement for the relevant Fund .
In addition, when the Company permits or requires (for example, where the specified Redemption Securities are not eligible for transfer, or not eligible for trading by an Authorised Participant or in the event that in - kind trading is not permissible in part rticular countries or markets) a redeeming Authorised Participant to receive cash - in - lieu of one or more Redemption Securities, the Authorised Participant will be charged an additional amount on the cash - in - lieu portion of its redemption (the “ Basket Customisation Fee ”). The amount of this charge will vary as determined by the Company at its sole discretion, but will not be more than is reasonably needed to compensate the Fund for the transaction costs including, if applicable, the estimated market costs of selling por tfolio securities to raise the necessary cash. See the “ Risk Factor ” section of this Prospectus for further information on the Basket Customisation Fee.
Redemption requests for Creation Units must be submitted to the Portal Operator through the Portal by an Authorised Participant before the Cut - Off Time for the relevant Dealing Day. An order to redeem a Creation Unit is deemed received for a Dealing Day i f (1) such order is received by the Portal prior to the Cut - Off Time for such Dealing Day; and (2) all other procedures set forth in the Application Form are properly followed. If a redemption order in proper form is submitted to the Portal Operator throu gh the Portal by an Authorised Participant prior to the Cut - Off Time for the relevant Dealing Day, then the value of the Redemption Securities and the Redemption Balancing Amount will be determined by the Fund on such Dealing Day. A redemption request is c onsidered to be in “proper form” if: (1) an Authorised Participant has transferred or caused to be transferred to the Administrator the Creation Unit being redeemed through the book - entry system of the Recognised Clearing and Settlement System so as to be effective by the deadline for settlement of redemptions as specified for the relevant Fund either in A Appendix 1 to this Prospectus or otherwise in the relevant Supplement; and (2) a request satisfactory
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