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NL CCF Prospectus

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NL CCF Prospectus PROSPECTUS VANGUARD INVESTMENTS II COMMON CONTRACTUAL FUND An open-ended umbrella common contractual fund with segregated liability between sub-funds authorised and regulated by the Central Bank of Ireland pursuant to the UCITS Regulations This Prospectus is dated and is valid as at 20 May 2019. 33246391.70 VANGUARD INVESTMENTS II COMMON CONTRACTUAL FUND IMPORTANT INFORMATION Investor Responsibility Investors should review this Prospectus carefully and in its entirety and consult a stockbroker, bank manager, solicitor, accountant or other financial adviser. Central Bank Authorisation Authorisation of the Fund is not an endorsement or guarantee of the Fund by the Central Bank nor is the Central Bank responsible for the contents of this Prospectus. The authorisation of the Fund by the Central Bank shall not constitute a warranty as to the performance of the Fund and the Central Bank shall not be liable for the performance or default of the Fund. This Prospectus describes Vanguard Investments II Common Contractual Fund (the “Fund”), an open- ended umbrella Common Contractual Fund authorised pursuant to the UCITS Regulations. Accordingly, the Fund is supervised by the Central Bank. The Fund is constituted as an umbrella fund insofar as the Units of the Fund will be divided into different series of Units with each series of Units representing a separate investment portfolio of assets which will comprise a separate Sub-Fund. Units of any Sub-Fund may be divided into different classes to accommodate different subscription and/or redemption provisions and/or other charges and/or dividends and/or fee arrangements, including different ongoing charges. Please see the section of the Prospectus entitled Units for further information. A separate pool of assets is not being maintained for each class of Units. Each Unit will represent a beneficial interest in assets of the Sub-Fund in respect of which it is issued. The portfolio of assets maintained for each series of Units and comprising a separate Sub-Fund will be invested in accordance with the investment objectives and policies applicable to such Sub-Fund as specified in the Prospectus. For the purposes of this Prospectus, where the context so admits or requires, the term “Sub-Fund” shall also be deemed to mean the Manager acting for the account of the relevant Sub-Fund. The board of directors of Vanguard Group (Ireland) Limited (the “Directors”) whose names appear under the heading “Directory” jointly accept responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. Reliance on this Prospectus and on the Key Investor Information Documents Units in any Sub-Fund described in this Prospectus as well as in the Key Investor Information 2 33246391.70 Documents are offered only on the basis of the information contained in those documents and (if applicable) any addendum or supplement hereto and the latest audited annual financial report and any subsequent semi-annual financial report of the Fund. Any further information or representations given or made by any dealer, broker or other person should be disregarded and accordingly, should not be relied upon. The most recent Key Investor Information Documents are available at https://www.vanguard.nl/portal/instl/nl/en/product.html#/productType=indexfunds This Prospectus is based on information, law and practice in force in Ireland at the date hereof. Neither the Directors nor Vanguard Group (Ireland) Limited (the “Manager”) can be bound on behalf of the Fund by an out of date prospectus when it has issued a new prospectus, and investors should check with the Administrator that this is the most recently published prospectus. No person has been authorised by the Manager on behalf of the Fund to give any information or make any representations concerning the Fund or in connection with the offering of Units other than those contained in this Prospectus, and, if given or made, such information or representations must not be relied on as having been given or made by the Manager, the Investment Manager, the Depositary or the Administrator. The delivery of this Prospectus (whether or not accompanied by any reports) or the issue of Units shall not, under any circumstances, create any implication that the affairs of the Fund have not changed since the date hereof. The distribution of this Prospectus and the offering of Units in certain jurisdictions may be restricted. Persons into whose possession this Prospectus comes are required by the Fund to inform themselves about and to observe any such restrictions. This Prospectus does not constitute an offer or solicitation by anyone in any jurisdiction in which such an offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. The distribution of this Prospectus in certain jurisdictions may require that this Prospectus is translated into the official language of those countries. Should any inconsistency arise between the translated version and the English version, the English version shall prevail and all disputes as to the contents thereof shall be governed in accordance with the laws of Ireland. United States The Units 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 Units may not be offered or sold directly or indirectly in the United States or to or for the account or benefit of any U.S. 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 Units in the United States or to U.S. Persons may constitute a violation of U.S. law. In the absence of such exemption or exempt transaction, each applicant for Units will be required to certify that it is not a U.S. Person. 3 33246391.70 The Fund is not open for investment by any U.S. Person except in exceptional circumstances and then only to certain Eligible Investors with the prior consent of the Manager. A prospective investor will be required at the time of acquiring Units to represent that such investor meets any qualification criteria established by the Manager, and is not a U.S. Person or acquiring Units for or on behalf of a U.S. Person. The prior consent of the Manager is required in respect of each application for Units and the granting of such consent does not confer on investors a right to acquire Units in respect of any future or subsequent application. The Manager may, in its sole discretion, redeem Units of any Unitholders who become U.S. Persons and have not otherwise been approved by the Manager to own Units. Please refer to the section of the Prospectus entitled Restrictions and Compulsory Redemption of Units for further details. Additionally, Units may not be acquired by a person who is deemed to be a U.S. Person. 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 Units; (b) any foreign exchange restrictions or exchange control requirements which they might encounter on the acquisition or sale of Units; (c) the income tax and other taxation consequences which might be relevant to the acquisition, holding, redemption, conversion or disposal of Units; and (d) any requisite government or other consents and the observing of any other formalities. The value of a Sub-Fund may fall as well as rise, as the prices of Units may fall as well as rise and Unitholders may not get back the amount invested or any return on an investment. There can be no assurance that any Sub-Fund will achieve its investment objective. Potential investors should not treat the contents of this Prospectus as advice relating to legal, taxation, investment or any matters and are recommended to consult their own professional advisers concerning the acquisition, holding or disposal of Units. Neither the Directors nor the Manager make any representation or warranties in respect of the Fund’s suitability. The difference at any one time between the sale and redemption price of Units (taking into account any portfolio transaction charges payable) in any Sub-Fund means that an investor should view his or her investment as for the medium to long term. 4 33246391.70 CONTENTS Page No Important Information ............................................................................................................................ 2 Terms used in this Document ................................................................................................................ 9 Directory .............................................................................................................................................. 17 The Fund ............................................................................................................................................. 18 Umbrella Fund ........................................................................................................................ 18 Base Currency .......................................................................................................................
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