PROSPECTUS VANGUARD INVESTMENTS II COMMON

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PROSPECTUSVANGUARD INVESTMENTS II COMMON CONTRACTUAL FUNDAn open-ended umbrella common contractual fund with segregated liability between sub-fundsauthorised and regulated by the Central Bank of Ireland pursuant to the UCITS RegulationsThis Prospectus is dated and is valid as at 20 May 2019.33246391.70

VANGUARD INVESTMENTS II COMMON CONTRACTUAL FUNDIMPORTANT INFORMATIONInvestor ResponsibilityInvestors should review this Prospectus carefully and in its entirety and consult a stockbroker,bank manager, solicitor, accountant or other financial adviser.Central Bank AuthorisationAuthorisation of the Fund is not an endorsement or guarantee of the Fund by the Central Banknor is the Central Bank responsible for the contents of this Prospectus. The authorisation ofthe Fund by the Central Bank shall not constitute a warranty as to the performance of the Fundand 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 openended 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 fundinsofar as the Units of the Fund will be divided into different series of Units with each series of Unitsrepresenting a separate investment portfolio of assets which will comprise a separate Sub-Fund. Unitsof any Sub-Fund may be divided into different classes to accommodate different subscription and/orredemption provisions and/or other charges and/or dividends and/or fee arrangements, includingdifferent ongoing charges.Please see the section of the Prospectus entitled Units for furtherinformation. A separate pool of assets is not being maintained for each class of Units. Each Unit willrepresent 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 beinvested in accordance with the investment objectives and policies applicable to such Sub-Fund asspecified in the Prospectus. For the purposes of this Prospectus, where the context so admits orrequires, the term “Sub-Fund” shall also be deemed to mean the Manager acting for the account ofthe relevant Sub-Fund.The board of directors of Vanguard Group (Ireland) Limited (the “Directors”) whose names appearunder the heading “Directory” jointly accept responsibility for the information contained in thisProspectus. To the best of the knowledge and belief of the Directors (who have taken all reasonablecare to ensure that such is the case), the information contained in this document is in accordance withthe facts and does not omit anything likely to affect the import of such information.Reliance on this Prospectus and on the Key Investor Information DocumentsUnits in any Sub-Fund described in this Prospectus as well as in the Key Investor Information233246391.70

Documents are offered only on the basis of the information contained in those documents and (ifapplicable) any addendum or supplement hereto and the latest audited annual financial report and anysubsequent semi-annual financial report of the Fund. Any further information or representations givenor made by any dealer, broker or other person should be disregarded and accordingly, should not l/instl/nl/en/product.html#/productType indexfundsThis 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 ofthe Fund by an out of date prospectus when it has issued a new prospectus, and investors shouldcheck 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 makeany representations concerning the Fund or in connection with the offering of Units other than thosecontained in this Prospectus, and, if given or made, such information or representations must not berelied on as having been given or made by the Manager, the Investment Manager, the Depositary orthe Administrator. The delivery of this Prospectus (whether or not accompanied by any reports) or theissue of Units shall not, under any circumstances, create any implication that the affairs of the Fundhave 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 themselvesabout and to observe any such restrictions. This Prospectus does not constitute an offer or solicitationby anyone in any jurisdiction in which such an offer or solicitation is not authorised or to any person towhom it is unlawful to make such offer or solicitation.The distribution of this Prospectus in certain jurisdictions may require that this Prospectus is translatedinto the official language of those countries. Should any inconsistency arise between the translatedversion and the English version, the English version shall prevail and all disputes as to the contentsthereof shall be governed in accordance with the laws of Ireland.United StatesThe Units have not been, and will not be, registered under the 1933 Act or the securities laws of any ofthe states of the United States. The Units may not be offered or sold directly or indirectly in the UnitedStates or to or for the account or benefit of any U.S. Person, except pursuant to an exemption from, orin a transaction not subject to the regulatory requirements of, the 1933 Act or 1940 Act and anyapplicable federal or state securities laws. Any re-offer or resale of any of the Units in the UnitedStates or to U.S. Persons may constitute a violation of U.S. law. In the absence of such exemption orexempt transaction, each applicant for Units will be required to certify that it is not a U.S. Person.333246391.70

The Fund is not open for investment by any U.S. Person except in exceptional circumstances and thenonly to certain Eligible Investors with the prior consent of the Manager. A prospective investor will berequired at the time of acquiring Units to represent that such investor meets any qualification criteriaestablished 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 thegranting of such consent does not confer on investors a right to acquire Units in respect of any futureor subsequent application. The Manager may, in its sole discretion, redeem Units of any Unitholderswho 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 ofUnits for further details.Additionally, Units may not be acquired by a person who is deemed to be a U.S. Person.Jurisdictional ConsiderationsPotential investors should inform themselves as to:(a)the legal requirements within the countries of their nationality, citizenship, residence, ordinaryresidence or domicile for the acquisition of Units;(b)any foreign exchange restrictions or exchange control requirements which they mightencounter 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 riseand Unitholders may not get back the amount invested or any return on an investment. Therecan be no assurance that any Sub-Fund will achieve its investment objective. Potential investorsshould not treat the contents of this Prospectus as advice relating to legal, taxation, investment or anymatters 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 orwarranties in respect of the Fund’s suitability. The difference at any one time between the sale andredemption price of Units (taking into account any portfolio transaction charges payable) inany Sub-Fund means that an investor should view his or her investment as for the medium tolong term.433246391.70

CONTENTSPage NoImportant Information . 2Terms used in this Document . 9Directory . 17The Fund . 18Umbrella Fund . 18Base Currency . 20Category of Scheme . 20Further Information . 20Management and Administration . 21The Manager . 21The Distributor . 31Paying Agents, Local Representatives and Distributor . 32The Auditors . 32Conflicts of Interest . 32The Sub-Funds . 34General . 34Investment Objectives and Policies of the Sub-Funds . 35Profile of a Typical Investor . 35Temporary Investment Measures . 36Units . 44Classes of Units . 44Currency Hedging . 44Accumulation Units and Distributing Units . 45Register of Unitholders . 46Dealing. 47General . 47Money Laundering Prevention . 47Minimum Holdings . 48Buying Units. 49Procedure . 49Refusal of Subscriptions . 50Swing Pricing . 515

Settlement. 51Minimum Subscriptions . 52Documents the Applicant will Receive . 52Market Timing and Frequent Trading . 52Issue of Units in Exchange for In Kind Assets. 53Redeeming Units . 54Procedure . 54Swing Pricing . 55In Kind Redemptions . 55Holding Over . 56Mandatory Redemption . 56Price and Settlement . 58Conversions and Exchanges . 59Temporary Suspension of Dealing in Units . 61Restrictions and Compulsory Redemption of Units . 63General . 63U.S. Persons . 64Transfer of Units . 65Valuation . 65Valuation . 65Unit Prices . 65Calculation of Unit Prices . 65Publication of Prices . 65Risk Factors . 66Asset Concentration Risk . 66Auditing and Accounting Standards Risk . 66Bond and Fixed Interest Securities Risk . 66Counterparty Risk . 68Country Risk . 68Currency Risk . 69FDI Risks . 69Ownership Limit Risk . 72Common Contractual Funds . 72Taxation Risk . 73Futures Contracts Risk . 73Index Risk . 746

Index Sampling Risk . 74Index Tracking Risk . 75Industry Concentration Risk . 76Asset Class Risk . 76Absence of Active Market Risk . 76Investment Manager Risk . 76Investment Style Risk . 77Investment Techniques Risk . 77Liquidity Risk . 78Market Risk . 78No Investment Guarantee equivalent to Deposit Protection . 78Past Performance . 78Paying Agents Risk . 78Political and/or Regulatory Risk . 78Portfolio Transaction Charges . 79Repurchase and Reverse Repurchase Agreements Risk . 79Securities Lending Arrangements Risk . 79Stock Market Risk . 80Swing Pricing Risk . 80Umbrella Structure of the Fund and Segregated Liability between Sub-Funds . 81Fees and Expenses . 82Manager and Service Provider Fees . 82Organisational Fees . 82Operational Fees . 82Ongoing Charges Cap . 83Deduction and Allocation of Expenses . 83Costs of Investing . 83GROSS INCOME PAYMENTS . 85Taxation . 87Appendix 1 . 93The Sub-Funds . 93Vanguard FTSE Developed World II Common Contractual Fund. 93Vanguard SRI FTSE Developed Europe II Common Contractual Fund . 101Vanguard SRI FTSE Developed World II Common Contractual Fund . 109Determination of Net Asset Value . 122Swing Pricing . 126Appendix 2 . 1287

Investment Powers and Restrictions . 128Appendix 3 . 136Portfolio Investment Techniques . 136Appendix 4 . 145Regulated Markets . 145Appendix 5 . 150General Information . 150Appendix 6 . 154Depositary’s Delegates. 1548

TERMS USED IN THIS DOCUMENTAccounting DateThe date by which the annual accounts of the Fund and each Sub-Fund areprepared which shall be 31 December in each year unless otherwisedetermined by the Manager in accordance with the requirements of theCentral Bank.Accumulation UnitsThose classes of Units on which the Manager does not intend to declare orpay Gross Income Payments. Accordingly, a Sub-Fund’s income, gains andprofits attributable to such classes will be reflected in the Net Asset Value perUnit.ADRsAmerican Depositary Receipt - A negotiable certificate issued by a U.S. bankrepresenting a specified number of units (or one unit) in a foreign stock that istraded on a U.S. exchange.AdministratorState Street Fund Services (Ireland) Limited or such other person as may beappointed, with the prior approval of the Central Bank, to provideadministration and transfer agency services to the Fund.Business DayEvery day except Saturdays, Sundays or the days on which the London StockExchange is closed to observe the holidays of Christmas Day, New Year'sDay or Good Friday each year.Central BankThe Central Bank of Ireland or any successor entity as may be created fromtime to time.Central Bank UCITSThe Central Bank (Supervision and Enforcement) Act 2013 (Section entinTransferableSecurities)Regulations 2015 (as amended and as may be further amended orsupplemented from time to time) in addition to any guidance issued by theCentral Bank in respect of same.Collection AccountThe umbrella cash subscription and redemption account opened in the nameof the Fund into which all subscriptions into and redemptions and distributionsdue from the Sub-Funds will be paid.CommonAContractual Fundestablished by a management company, under which the participants ratedbodycontractual arrangement participate and share in the property of the collective9

investment undertaking as co-owners and authorised by the Central Bankpursuant to the UCITS Regulations.Dealing DayEach Business Day will be a Dealing Day except that, any day when marketson which the securities included in the Index are listed or traded, or marketsrelevant to that Index, are closed and as a result of which 25% or more of thesecurities in the Index may not be traded, shall not be a Dealing Day.However, each Sub-Fund will have at least one Dealing Day per fortnight. /global.vanguard.com/portal/site/loadPDF?country global&docId 11631.Dealing DeadlineSuch time on each Dealing Day that the Manager may agree and specify inrelation to a Sub-Fund (or such other time as the Manager may from time totime determine and notify in advance to Unitholders, the Administrator andDepositary) as being the time by which subscription applications andredemption requests must be received in order to be accepted for a DealingDay provided that such time will never be after the relevant Valuation Point.Deed ofThe Deed of Constitution entered into between the Manager and Depositary inConstitution orrespect of the Fund, as may be amended from time to time, the terms of whichDeedare binding on Unitholders.DepositaryState Street Custodial Services (Ireland) Limited or such other person as maybe appointed, with the prior approval of the Central Bank to provide depositaryservices to the Fund.DirectorsThe board of directors of the Manager for the time being and any dulyconstituted committee thereof.Distributing UnitsThose classes of Units on which the Manager intends to make Gross IncomePayments.DistributorVanguard Asset Management, Limited and/or any other entity from time totime appointed by the Manager in relation to the promotion, distribution andsale of Units.EEAThe European Economic Area being at the date of this Prospectus the EUMember States, Norway, Iceland and Liechtenstein.10

ESMAEuropean Securities and Markets Authority.Eligible InvestorAn investor who is:(a) a pension fund; or(b) a person (other than an individual) beneficially holding Units of the Fund orof a Sub-Fund; or(c) a custodian or trustee holding Units of the Fund or of a Sub-Fund for thebenefit of such person(s) as referred to in (a) or (b).EU Member State orA Member State of the European Union.Member StateEuro or The European euro, the lawful currency of the Economic and Monetary Unionof the European Union from time to time.European Union orThe member states at the date of this Prospectus being Austria, Belgium,EUBulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland,France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania,Luxembourg, Malta, Poland, Portugal, Romania, Slovakia, Slovenia, Spain,Sweden, the Netherlands and the United Kingdom.Excess ReturnThe difference between the performance of an index tracking Sub-Fund andthe performance of the relevant Index over a stated period of time as furtherdescribed in the section headed Plain Talk about Excess Return andTracking Error of this Prospectus.FDIFinancial derivative instruments.FundVanguard Investments Common Contractual Fund.GDRsGlobal Depositary Receipt, a bank certificate issued in more than one countryfor shares in a foreign company.Gross IncomeAll dividends, interest income and all other income earned by a Sub-Fund towhich each Unitholder is beneficially entitled as these items of income arise inthe Sub-Fund during a Gross Income Period and payable to Unitholders of theSub-Fund (or a class thereof) calculated and as may be adjusted, which willbe reduced for expenses of the Sub-Fund, as described in the Gross IncomePayments definition below.Gross Income DateThe date or dates by reference to which a Gross Income Payment may be11

declared as disclosed in Appendix 1 for the relevant Sub-Fund.Gross IncomeThe amount that may be paid to Unitholders as set out under the GrossPaymentsIncome Payments section of this Prospectus.Gross IncomeA period endi

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 issue

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