Open-ended Investment Company with Variable Capital (SICAV) - NN Investment Partners
←
→
Page content transcription
If your browser does not render page correctly, please read the page content below
VISA 2021/164627-4000-0-PC
L'apposition du visa ne peut en aucun cas servir
d'argument de publicité
Luxembourg, le 2021-03-25
Commission de Surveillance du Secteur Financier
ING Direct
Open-ended Investment Company with
Variable Capital (SICAV)
PROSPECTUS LU
LUXEMBOURG – 10 March 2021
NN INVESTMENT PARTNERSING DIRECT PROSPECTUS LUXEMBOURG – 10 March 2021
⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫
Table of contents
Table of contents .................................................................................................................................................................. 2
Note ........................................................................................................................................................................................ 4
Glossary ................................................................................................................................................................................. 5
PART I: ESSENTIAL INFORMATION REGARDING THE COMPANY ................................................................................ 8
I. Brief overview of the Company ............................................................................................................................... 8
II. Information on investments .................................................................................................................................... 9
III. Subscriptions, redemptions and conversions ....................................................................................................... 10
IV. Fees, expenses and taxation ................................................................................................................................ 11
V. Risk factors ........................................................................................................................................................... 13
VI. Information and documents available to the public .............................................................................................. 13
VII. Nominees .............................................................................................................................................................. 14
PART II: SUB-FUND FACTSHEETS ................................................................................................................................... 15
ING Direct America Arancio .............................................................................................................................................. 16
ING Direct Borsa Protetta Arancio Agosto ........................................................................................................................ 18
ING Direct Borsa Protetta Arancio Febbraio ..................................................................................................................... 20
ING Direct Borsa Protetta Arancio Maggio ....................................................................................................................... 22
ING Direct Borsa Protetta Arancio Novembre ................................................................................................................... 24
ING Direct Cedola Arancio ................................................................................................................................................ 26
ING Direct Convertibile Arancio ........................................................................................................................................ 28
ING Direct Crescita Arancio .............................................................................................................................................. 30
ING Direct Dividendo Arancio ........................................................................................................................................... 32
ING Direct Dollaro Arancio ................................................................................................................................................ 34
ING Direct Emergente Arancio .......................................................................................................................................... 36
ING Direct Europa Arancio ................................................................................................................................................ 38
ING Direct Inflazione Più Arancio ...................................................................................................................................... 40
ING Direct Liquidità Arancio .............................................................................................................................................. 42
ING Direct Materie Prime Arancio ..................................................................................................................................... 44
ING Direct Mattone Arancio .............................................................................................................................................. 46
ING Direct Mondo Arancio ................................................................................................................................................ 49
ING Direct Profilo Dinamico Arancio ................................................................................................................................. 51
ING Direct Profilo Equilibrato Arancio ............................................................................................................................... 53
ING Direct Profilo Moderato Arancio ................................................................................................................................. 56
ING Direct Prospettiva Arancio ......................................................................................................................................... 59
ING Direct Reddito Arancio ............................................................................................................................................... 61
ING Direct Sviluppo Arancio.............................................................................................................................................. 63
ING Direct Top Italia Arancio............................................................................................................................................. 65
ING Direct Valore Arancio ................................................................................................................................................. 67
PART III: ADDITIONAL INFORMATION ............................................................................................................................. 69
I. The Company ....................................................................................................................................................... 69
II. Risks linked to the investment universe: detailed description .............................................................................. 69
III. Investment restrictions .......................................................................................................................................... 75
IV. Techniques and instruments ................................................................................................................................ 77
V. Management of the Company .............................................................................................................................. 80
VI. (Sub-) Investment Managers ................................................................................................................................ 81
VII. Depositary, Registrar Transfer Agent, Paying Agent and Central Administrative Agent ..................................... 81
VIII. Distributors ............................................................................................................................................................ 83
IX. Shares .................................................................................................................................................................. 83
X. Net Asset Value .................................................................................................................................................... 83
XI. Temporary suspension of the calculation of the Net Asset Value and resulting suspension of dealing .............. 84
XII. Periodic reports ..................................................................................................................................................... 85
XIII. General meetings ................................................................................................................................................. 85
XIV. Dividends .............................................................................................................................................................. 85
XV. Liquidations, mergers and contributions of Sub-Funds or Share-Classes ........................................................... 86
XVI. Dissolution of the Company .................................................................................................................................. 86
XVII. Prevention of money laundering and the financing of terrorism ........................................................................... 87
XVIII. Conflicts of Interests ............................................................................................................................................. 87
NN INVESTMENT PART NERS 2ING DIRECT PROSPECTUS LUXEMBOURG – 10 March 2021
⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫
XIX. Stock Exchange Listing ........................................................................................................................................ 87
Appendix I: Assets subject to TRS and SFT - Table ......................................................................................................... 88
Appendix II: Overview of Benchmarks of the Company’s Sub-Funds - Table .................................................................. 90
NN INVESTMENT PART NERS 3ING DIRECT PROSPECTUS LUXEMBOURG – 10 March 2021
⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫
Note redemption price of Shares may be higher or lower than the subscription
Subscriptions to the Company’s Shares are only valid if they are made
in accordance with the provisions of the most recent prospectus price.
accompanied by the most recent annual report available and, in The official language of this prospectus is English. It may be translated
addition, by the most recent semi-annual report if this was published into other languages. In the event of a discrepancy between the English
after the most recent annual report. No parties are authorised to provide version of the prospectus and versions written in other languages, the
information other than that which appears in the prospectus or in the English version will take precedence, except in the event (and in this event
documents referred to in the prospectus as being available to the public alone) that the law of a jurisdiction where the Shares are available to the
for consultation. public stipulates otherwise. In this case, the prospectus will nevertheless
This prospectus details the general framework applicable to all the be interpreted according to Luxembourg law. Any settlement of disputes
Sub-Funds and should be read in conjunction with the factsheets or disagreements with regard to investments in the Company shall also be
for each Sub-Fund. These factsheets are inserted each time a new subject to Luxembourg law.
Sub-Fund is created and form an integral part of the prospectus. THIS PROSPECTUS IN NO WAY CONSTITUTES AN OFFER OR
Potential investors are requested to refer to these factsheets prior SOLICITATION TO THE PUBLIC IN JURISDICTIONS IN WHICH SUCH
to making any investment. AN OFFER OR SOLICITATION TO THE PUBLIC IS ILLEGAL. THIS
The prospectus will be regularly updated to include any significant PROSPECTUS IN NO WAY CONSTITUTES AN OFFER OR
modifications. Investors are advised to confirm with the Company that SOLICITATION TO A PERSON TO WHOM IT WOULD BE ILLEGAL TO
they are in possession of the most recent prospectus which can be MAKE SUCH AN OFFER OR SOLICITATION.
obtained from the webpage www.ingdirect.it. In addition, the Company
will provide upon request, free of charge, the most recent version of the
prospectus to any shareholder or potential investor.
The Company is established in Luxembourg and has obtained the
approval of the competent Luxembourg authority. This approval should
in no way be interpreted as an approval by the competent Luxembourg
authority of either the contents of the prospectus or the quality of the
Shares of the Company or the quality of the investments that it holds.
The Company's operations are subject to the prudential supervision of
the competent Luxembourg authority.
The Company has not been registered under the United States
Investment Company Act of 1940, as amended (the “Investment
Company Act”). The Shares of the Company have not been registered
under the United States Securities Act of 1933, as amended (the
“Securities Act”) or under the securities laws of any state of the United
States of America and such Shares may be offered, sold or otherwise
transferred only in compliance with the Securities Act and such state or
other securities laws.
The Shares of the Company may not be offered or sold to or for the
account of any US Person as defined in Rule 902 of Regulation S under
the Securities Act.
Applicants may be required to declare that they are not US Persons and
that they are neither acquiring Shares on behalf of US Persons nor
acquiring Shares with the intent to sell them to US Persons.
The Shares of the Company may, however, be offered to investors that
qualify as US Persons as defined under the Foreign Account Tax
Compliance Act (“FATCA”), under the condition that such investors do
not qualify as US Persons according to Rule 902 of Regulation S under
the Securities Act.
It is recommended that investors obtain information on the laws and
regulations applicable in their country of origin, residence or domicile as
regards an investment in the Company and that they consult their own
financial or legal advisor or accountant on any issue relating to the
contents of this prospectus.
The Company confirms that it fulfills all the legal and regulatory
requirements applicable to Luxembourg regarding the prevention of
money laundering and the financing of terrorism.
The Board of Directors of the Company is responsible for the information
contained in this prospectus on the date of its publication. Insofar as it
can reasonably be aware, the Board of Directors of the Company
certifies that the information contained in the prospectus has been
correctly and accurately represented and that no information has been
omitted which, if it had been included, would have altered the
significance of this document. The value of the Company’s Shares is
subject to fluctuations in a large number of elements. Any return
estimates given or indications of past performance are provided for
information purposes only and in no way constitute a guarantee of future
performance. The Board of Directors of the Company therefore warns
that, under normal circumstances and taking into consideration the
fluctuation in the prices of the securities held in the portfolio, the
NN INVESTMENT PART NERS 4ING DIRECT PROSPECTUS LUXEMBOURG – 10 March 2021
⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫
Glossary Coupon payments on Contingent Convertible Securities are
Articles: The Articles of Association of the Company as amended discretionary and may also be cancelled by the issuer. Trigger events
from time to time. can vary but these could include the capital ratio of the issuing company
Active Ownership refers to dialogue and engagement with issuers falling below a certain level or the share price of the issuer falling to a
and the exercise of voting rights to promote the long term success of particular level for a certain period of time.
companies, by holding management accountable on behalf of the end CSRC: China Securities Regulatory Commission.
beneficiary. The Stewardship Policy of the Management Company
provides an overview of the roles and responsibilities as an active CSSF: Commission de Surveillance du Secteur Financier is the
investor towards clients, including how the Management Company regulatory and Supervisory Authority of the Company in Luxembourg.
exercises voting rights at shareholder meetings worldwide and guide the
engagement activities with investee companies.
Cut-off: Cut-off time for receipt of subscription, redemption and
conversion request: Before 15.30 CET each Valuation Day, unless
Benchmark/Index (collectively The “Indices”): otherwise stated in the relevant Sub-Fund factsheet.
benchmark is a point of reference against which the performance of the
Sub-Fund may be measured, unless otherwise stated. A Sub-Fund may
Depositary: The assets of the Company are held under the
have different Share-Classes and corresponding benchmarks and these safekeeping, cash flow monitoring and oversight duties of Brown
benchmarks may be amended from time to time. Additional information Brothers Harriman (Luxembourg) S.C.A.
on the respective Share-Classes is available for consultation on the Distributors: Each Distributor appointed by the Company which
website www.nnip.com. The benchmark may also be a guide to market distributes or arranges for the distribution of Shares
capitalization of the targeted underlying companies and where
applicable, this will be stated in the Sub-Fund’s investment objective and Dividend: Distribution of part or the whole of the net income, capital
policy. The degree of correlation with the benchmark may vary from gain and/or capital attributable to a Share-Class of the Sub-Fund.
Sub-Fund to Sub-Fund, depending on factors such as the risk profile, FDI: Financial Derivative Instruments.
investment objective and investment restrictions of the Sub-Fund, and
the concentration of constituents in the benchmark. When a Sub-Fund Feeder Fund or Feeder: A UCITS fund or a Sub-Fund thereof
invests into an Index, such Index should satisfy the requirements that invests at least 85% of its assets in another UCITS or a Sub-Fund
applicable to “financial indices” as defined in article 9 of the Luxembourg thereof which qualifies as master UCITS as defined in the Law.
Grand Ducal Regulation of 8 February 2008 and in CSSF Circular GDPR: Regulation (EU) 2016/679 of the European Parliament and of
14/592.
the council of 27 April 2016 on the protection of natural persons with
Benchmark Regulation: Regulation (EU) 2016/1011 of the regard to the processing of personal data and on the free movement of
European Parliament and of the Council of 8 June 2016 on indices used such data, and repealing Directive 95/46/EC.
as benchmarks in financial instruments and financial contracts or to Historical Performance: Past performance information relating
measure the performance of investment funds and amending Directives
to each Sub-Fund is set out in the Key Investor Information Document.
2008/48/EC and 2014/17/EU and Regulation (EU) No 596/2014.
Past performance should not be seen as an indication of how a Sub-
According to the Benchmark Regulation, the Management Company
Fund will perform in the future and cannot in any way provide a
has produced and maintains written plans setting out the actions that it
guarantee of future returns.
would take in the event that a benchmark is materially changed or
ceases to be provided. Those written plans may be obtained free of Institutional Investors: An investor, within the meaning of Article
charge at the Company’s registered office. An overview of Benchmarks 174 of the Law of 2010, which currently includes insurance companies,
of the Company’s Sub-Funds, including confirmation of the pension funds, credit establishments and other professionals in the
administrators of the benchmarks’ registration with the competent financial sector investing either on their own behalf or on behalf of their
authority under the Benchmark Regulation, is available in the Appendix clients who are also investors within the meaning of this definition or
II of the Company’s Prospectus. under discretionary management, Luxembourg and foreign collective
investment schemes and qualified holding companies.
Bond Connect: Bond Connect is a mutual market access scheme
that allows investors from mainland China and overseas to trade in each Investment Manager: The Management Company and/or the
other’s respective bond markets. Northbound trading allows overseas Investment Manager(s) appointed by the Company or by the
investors from Hong Kong and other regions to invest in the China Management Company on behalf of the Company.
interbank bond market through mutual access arrangements in respect
of trading, custody and settlement.
Key Investor Information Document: A standardized
document, for each Share-Class of the Company, summarizing key
Business Day: Every week day (Monday to Friday) except New information for shareholders according to the Law of 2010.
Year’s day (January 1st), Good Friday, Easter Monday, Christmas
(December 25th) and Boxing Day (December 26th), or any other day
Law of 2010: The Luxembourg law of 17 December 2010 relating to
included in the NAV calendar published for each sub-fund on the undertakings for collective investment, as amended and supplemented
website (https://www.nnip.com/INT-en/institutional/Funds/NAV-Holiday- from time to time, including by the Luxembourg law of 10 May 2016
Calendar.htm). transposing Directive 2014/91/EU of the European Parliament and of
the Council of 23 July 2014 amending Directive 2009/65/EC on the
CET: Central European Time. coordination of laws, regulations and administrative provisions relating
to undertakings for collective investment in transferable securities
China A-shares or A-Shares: Renminbi-denominated “A” (UCITS) as regards depositary functions, remuneration policies and
shares of companies listed on stock exchanges in mainland China.
sanctions.
CIS: Collective Investment Schemes. Leverage: A method by which the Management Company may
CNH: Chinese offshore RMB traded outside the PRC. increase the exposure of a fund it manages whether through borrowing
or use of financial derivative instruments.
CNY: Chinese onshore RMB traded within the PRC.
Management Company: The entity acting as designated
Company: ING Direct, including all existing and future Sub-Funds Management Company of the Company within the meaning of the law
Contingent Convertible Securities: A type of investment of 2010 and to which responsibility for investment management,
instrument that, upon the occurrence of a predetermined event administration and marketing has been delegated.
(commonly known as a "trigger event"), can be converted into shares of Master Fund or Master: A UCITS fund or a Sub-Fund thereof in
the issuing company, potentially at a discounted price, or the principal which the Feeder Fund invests.
amount invested may be lost on a permanent or temporary basis.
NN INVESTMENT PART NERS 5ING DIRECT PROSPECTUS LUXEMBOURG – 10 March 2021
⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫
Master Fund-Investment Manager: Each of the Investment Securities Lending Transaction: A transaction by which a
Managers appointed by the Master Fund. Sub-Fund transfers securities subject to a commitment that the borrower
will return equivalent securities on a future date or when requested to
Member State: A member state of the European Union. do so by the transferor.
Mémorial: The Luxembourg Mémorial C, Recueil des Sociétés et SEHK: Stock Exchange of Hong Kong Limited.
Associations, as replaced since 1st June 2016 by the RESA, as defined
below. Shares: Shares of each Sub-Fund will be offered in registered form,
unless otherwise decided by the Board of Directors of the Company. All
MiFID II: Directive 2014/65/EU of the European Parliament and of the Shares must be fully paid for and fractions will be issued up to 3 decimal
Council of 15 May 2014 on markets in financial instruments and places.
amending Directive 2002/92/EC and Directive 2011/61/EU.
Share-Class: One, some or all of the Share-Classes offered by a
Minimum Subscription and Holding Amount: The Sub-Fund, whose assets will be invested in common with those of other
minimum investment levels for initial investments as well as minimum Share-Classes, but which may have its own fee structure, minimum
holding levels. subscription and holding amount, Dividend Policy, Reference Currency
Money Market Instruments: Instruments normally dealt on the or other features.
money market that are liquid and whose value can be accurately Shareholder: Any person or entity owning Shares of a Fund.
determined at any time.
SSE: Shanghai Stock Exchange.
Net Asset Value per Share: In relation to any Shares of any
Share-Class, the value per Share determined in accordance with the Stock Connect: The mutual market access programme through
relevant provisions described under the Chapter X “Net Asset Value” in which investors can deal in selected securities. At the time of the release
Part III: Additional information” of the Company’s prospectus. of the prospectus the Shanghai – Hong Kong Stock Connect and the
Shenzhen – Hong Kong Stock Connect programme are operational.
Nominees: Any Distributor which registers Shares in their own name Stock Connect consists of a Northbound Trading link, through which
while holding them for the benefit of the rightful owner. Hong Kong and overseas investors may purchase and hold China A-
OECD: Organisation for Economic Co-operation and Development. Shares listed on the SSE and SZSE, and the Southbound Trading link,
through which investors in Mainland China may purchase and hold
Paying Agent: Each Paying Agent appointed by the Company. shares listed on the SEHK.
Payment date of subscription, redemption and Sub-Fund: Umbrella funds are single legal entities comprising one
conversion requests: Normally within three Business Days after or more Sub-Funds. Each Sub-Fund has its own investment objective
the applicable Valuation Day, unless otherwise stated in the relevant and policy and consists of its own specific portfolio of assets and
Sub-Fund factsheet. This period may be increased or reduced upon liabilities.
approval of the Management Company.
Sub-Investment Advisor: Each of the Sub-Investment Advisor
PRC: People’s Republic of China. that the Investment Manager hired to assist with the management of a
client’s particular investment portfolio.”
QFII: Qualified Foreign Institutional Investor as approved under and
subject to the applicable Chinese regulations. Sub-Investment Manager: Each of the Sub-Investment
Manager to which the Investment Manager delegated the investment
Reference Currency: The currency used for a Sub-Fund's management of the respective portfolio in full or part.
performance measurement and accounting purposes.
Supervisory Authority: The Commission de Surveillance du
Registrar and Transfer Agent: Each Registrar and Transfer Secteur Financier in Luxembourg or the relevant supervisory authority
Agent appointed by the Company.
in the jurisdictions where the Company is registered for public offering.
Regulated Market: The market defined in item 14 of Article 4 of Sustainable Finance Disclosures Regulation or
the European Parliament and the Council Directive 2004/39/EC of 21
April 2004 on markets in financial instruments, as well as any other SFDR: Regulation (EU) 2019/2088 of the European Parliament and of
market in an Eligible State which is regulated, operates regularly and is the Council of 27 November 2019 on sustainability‐related disclosures
recognised and open to the public. in the financial services sector as amended from time to time.
Repurchase Transaction: A transaction by which a Sub-Fund SZSE: Shenzhen Stock Exchange.
sells portfolio securities to a counterparty and simultaneously agrees to Total Return Swap: A derivative contract as defined in Regulation
repurchase those securities back from the counterparty at mutually (EU) 648/2012, as it may be amended and supplemented from time to
agreed time and price including a mutually agreed interest payment. time, in which one counterparty transfers the total economic
RESA: the Recueil électronique des sociétés et associations, the performance, including income from interest and fees, gains and losses
Luxembourg central electronic platform for legal publications replacing from price movements, and credit losses, of a reference obligation to
the Mémorial as of 1st June 2016. another counterparty.
Reverse Repurchase Transaction: A transaction by which a Transferable Securities: Transferable Securities as defined in
Sub-Fund purchases portfolio securities from a seller which undertakes Art. 1 (34) of the Law of 2010.
to repurchase the securities at mutually agreed time and price, thereby UCI: An undertaking for collective investment.
pre-determining the yield to the Sub-Fund during the period when the
Sub-Fund holds the instrument. UCITS: An undertaking for collective investment in transferable
securities within the meaning of the UCITS Directive.
RMB: Renminbi, legal currency of the PRC. It is used to designate
Chinese currency traded in the onshore (CNY) renminbi and the UCITS Directive: Directive 2009/65/EC of the European Parliament
offshore (CNH) renminbi markets. and of the Council on the coordination of laws, regulations and
RQFII: Renminbi Qualified Foreign Institutional Investor as approved administrative provisions relating to undertakings for collective
under and subject to the applicable Chinese regulations. investment in transferable securities (UCITS), as amended and
supplemented from time to time, including by Directive 2014/91/EU of
Securities Financing Transaction (or “SFT”): A securities the European Parliament and of the Council of 23 July 2014.
financing transaction as defined in Regulation (EU) 2015/2365, as it may
be amended and supplemented from time to time. The SFTs selected Valuation Day: Each Business day, unless otherwise stated in the
by the Board of Directors are the repurchase transactions, the reverse relevant Sub-Fund factsheet.
repurchase transactions and the securities lending transactions.
NN INVESTMENT PART NERS 6ING DIRECT PROSPECTUS LUXEMBOURG – 10 March 2021
⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫
NN INVESTMENT PART NERS 7ING DIRECT PROSPECTUS LUXEMBOURG – 10 March 2021
⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫
PART I: ESSENTIAL INFORMATION
REGARDING THE COMPANY
Investment Managers
I. Brief overview of the Company
- State Street Global Advisors Limited (U.K.)
Place, form and date of establishment 20, Churchill Place Canary Wharf London E145HJ
United Kingdom
Established in Luxembourg, Grand Duchy of Luxembourg, as an open-
ended investment company with variable Share capital (Société - NNIP Advisors B.V.
d’investissement à capital variable (“SICAV”)) with multiple Sub-Funds, 65 Schenkkade, The Hague 2595 AS, The Netherlands
on 21 July 2005.
Central Administrative Agent
Registered office
Brown Brothers Harriman (Luxembourg) S.C.A.
80, route d’Esch, L-1470 Luxembourg
80, route d’Esch, L-1470 Luxembourg, Luxembourg
Trade and Companies Register Depositary, Registrar, Transfer and Paying Agent
No. B 109.614
Brown Brothers Harriman (Luxembourg) S.C.A.
Supervisory Authority 80 route d’Esch, L-1470 Luxembourg, Luxembourg
Commission de Surveillance du Secteur Financier (CSSF) Global Distributor
Board of Directors of the Company NN Investment Partners B.V.
65 Schenkkade, The Hague 2595 AS, The Netherlands
Chairman:
Distributor in Italy
- Mr Valerio Fallucca
Chairman ING BANK N.V. Milan Branch
Head of Retail Banking Viale Fulvio Testi, n. 250 - 20126 Milan
ING BANK N. V. Milan Branch
Viale Fulvio Testi, n. 250 - 20126 Milan Sponsor
Directors: ING BANK N.V.
Bijlmerplein 888,
- Mr Gianluca Vallosio
1102 MG Amsterdam Zuidoost, The Netherlands
Head of Investment and Savings Products
ING BANK N. V. Milan Branch
Viale Fulvio Testi, n. 250 - 20126 Milan
Subscriptions, redemptions and conversions
Applications for subscriptions, redemptions and conversions may be
- Mrs Simona Maria Merzagora submitted through the Management Company, the Registrar and
Managing Director Transfer Agent, the Distributors and the Paying Agents of the Company.
NN Investment Partners B.V. – Italian Branch
Via Santa Maria Segreta, 7/9 - 20123 Financial year
Milan, Italy
From 1 June to 31 May of the following year
- Mrs Sophie Mosnier
Independent Director Date of the ordinary general meeting
41, rue du Cimetière, L-3350 Leudelange
The third Thursday of September at 16:00 CET
- Mr Patrick den Besten
NN Investment Partners If this day is not a Business day the meeting will be held on the following
65, Schenkkade, 2595 AS The Hague, The Netherlands Business day.
Independent Auditors For additional information please contact:
KPMG Luxembourg, Société coopérative ING BANK N.V. Milan Branch
39, Avenue John F. Kennedy Viale Fulvio Testi, n. 250
L-1855 Luxembourg 20126 Milan, Italy
Tel. +39 02 5522 6913
Management Company or www.ingdirect.it
NN Investment Partners B.V.
65, Schenkkade, The Hague 2595 AS, The Netherlands
NN INVESTMENT PART NERS 8ING DIRECT PROSPECTUS LUXEMBOURG – 10 March 2021
⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫
policy of the relevant Master Fund in which the Feeder Funds of the
II. Information on investments Company invest.
The respective dealing cut-off times for the Feeder Funds and the
General relevant Master Funds are set so that valid subscription or redemption
orders for Shares of the Feeder Fund placed before the cut-off time can
The Company's sole object is to invest funds available to it in then be reflected in the Feeder Fund's investment into the Master Fund.
transferable securities and/or other liquid financial assets listed in Article Accordingly, valuation points for the Feeder Funds and the relevant
41 (1) of the Law of 2010, with a view to enabling its shareholders to Master Funds must also be coordinated, as each Feeder Fund's
benefit from the results of its portfolio management. The Company must investments into their respective Master Fund will be valued at the latest
comply with the investment limits as laid out in part I of the Law of 2010. available net asset value per share as published by the Master Fund.
The Company constitutes a single legal entity. In the context of its A number of documents and agreements must be in place to the effect
objectives, the Company may offer a choice of several Sub-Funds, of coordinating interactions between the Feeder Fund and the Master
which are managed and administered separately. The investment Fund, in accordance with the relevant provisions of the UCITS Directive:
objective and policy specific to each Sub-Fund are set out in the a. The Master Fund and the Feeder Fund must enter into an
factsheets relating to each Sub-Fund. Each Sub-Fund is treated as a agreement describing the basis of investment and divestment
separate entity for the purpose of the relations between shareholders. by the Feeder Fund, standard dealing arrangements, events
In derogation of Article 2093 of the Luxembourg Civil Code, the assets affecting dealing arrangements and standard arrangements for
of the specific Sub-Fund only cover the debts and obligations of that the audit report. When managing both the Feeder Fund and
Sub-Fund, even those existing in relation to third parties. the Master Fund, the Management Company shall establish
The Board of Directors of the Company may decide to issue one or more internal conduct of business rules describing, the basis of
Share-Classes for each Sub-Fund. The fee structures, the minimum investment and divestment by the Feeder Fund, standard
subscription amount and the holding amount, the reference currency in dealing arrangements, events affecting dealing arrangements
which the Net Asset Value is expressed and the eligible investor and standard arrangements for the audit report and more
categories may differ depending on the different Share-Classes. The especially, the appropriate measures to mitigate conflicts of
various Share-Classes may also be differentiated according to other interest that may arise between the Feeder Fund and the
elements as determined by the Board of Directors of the Company. Master Fund. Further information on the agreement entered
The Management Company applies the “NN IP Responsible Investment into between the Master Fund and the Feeder Fund and/ or the
internal conduct of business rules may be obtained, free of
Policy”. This policy describes the application of the Management
Company's norms-based responsible investment criteria. The criteria charge, by sending a request to info@nnip.com.
reflect the Management Company’s investment beliefs and values, b. The Depositary of the Feeder and the depositary of each of the
relevant laws and internationally recognized standards. Master Funds must enter into an agreement in order to share
In line with this policy, and its norms-based responsible investment information regarding the Master Fund if the Master Fund does
criteria, the Management Company aims, wherever legally possible, to not have the same depositary as the Feeder Fund. This
agreement describes, especially, the documents and
exclude investment in companies involved in activities including but not
limited to, the development, production, maintenance or trade of categories of information to be routinely shared between both
controversial weapons, the production of tobacco products, thermal coal depositaries or available upon request, the manner and timing
of transmission, the coordination of involvement of each
mining and/or oil sands production, as defined in the aforementioned
policy. Additional restrictions may apply to Sub-Funds with sustainable depositary in operational matters in view of their duties under
investment objectives in which case this is disclosed in each relevant their respective national law, the coordination of accounting
year-end procedures, reportable breaches committed by the
sub-fund factsheet.
Master Fund, the procedure for ad hoc requests for assistance,
With respect to investments in third party funds (including ETFs and and particular contingent events reportable on ad hoc basis.
index funds), the exclusions defined by the “NN IP Responsible
c. The Auditor of the Feeder and the auditor of the Master Fund
Investment Policy” cannot be imposed upon these funds.
must enter into an Information Exchange Agreement in order
to share information regarding the Master Fund if the Master
The “NN IP Responsible Investment Policy” is
Fund does not have the same independent auditor(s) as the
available for consultation on the website Feeder Fund. This agreement describes, especially, the
www.nnip.com.Information particular to each Sub- documents and categories of information to be routinely shared
Fund between auditors or available upon request, the manner and
timing of transmission of information, the coordination of
The investment objectives and policies to be followed for each Sub-Fund involvement of each auditor in accounting year-end procedures
are described in the factsheet of each Sub-Fund. of the Feeder Fund and the Master Fund, reportable
irregularities identified in the Master Fund and standard
Description of the characteristics of a Feeder Fund arrangements for ad hoc requests for assistance.
Each Feeder Fund is invested in specific shares of the Master Fund.
Any Sub-Fund which acts as a Feeder Fund shall invest at least 85% of The fees, charges and expenses of those specific shares of the Master
its assets in shares/units of another Master Fund, which shall neither Fund associated with such investment are described in the Master
itself be a feeder fund nor hold units/shares of a Feeder Fund. The Fund’s prospectus. The maximum level of the management fees that
Feeder may not invest more than 15% of its assets in one or more of the may be charged both to the Feeder Fund and to the Master Fund is also
following: disclosed in the relevant Sub-Funds’ Factsheets. The Master Fund shall
a) ancillary liquid assets in accordance with Article 41, paragraph not charge subscription or redemption fees for the investment of the
(2) of the Law of 2010; Feeder Fund into its shares/units or the disinvestment thereof.
b) financial derivative instruments, which may be used only for If and to the extent that voting rights attached to shares of the Master
hedging purposes, in accordance with Article 41 (1) g) and Fund will be exercised on behalf of the Feeder Fund, a summary
Article 42 (2) and (3) of the Law of 2010; description of the strategies followed in the exercise of such rights, as
c) movable and immovable property which is essential for the well as the actions taken on the basis of those strategies, will be made
direct pursuit of the Fund’s business. available to investors upon their specific request addressed to the
Management Company.
A Master Fund is a UCITS fund or a sub-fund thereof which (i) has at
least one feeder UCITS among its shareholders, (ii) is not itself a Feeder It is intended that the performance of the various Share-Classes offered
Fund, and (iii) does not hold shares or units of a Feeder Fund in by the Feeder Fund will be similar to that of the corresponding share-
accordance with the UCITS Directive. The Sub-Fund’s specifics in Part classes of the Master Fund. However, the performance of both funds
II of the Prospectus will contain information on investment objective and will not be equal due, in particular, to costs and expenses incurred by
the Feeder Fund, residual assets investments and if the Reference
NN INVESTMENT PART NERS 9ING DIRECT PROSPECTUS LUXEMBOURG – 10 March 2021
⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫
Currency and trade date of the Feeder Fund differ from that of the another currency must bear the cost of any foreign exchange charges.
Master Fund. The foreign exchange will be processed before the cash is sent to the
respective Sub-Fund. The subscription amount is payable, within the
III. Subscriptions, redemptions and conversions stated time limit for each Sub-Fund in the Sub-Fund factsheets or in the
Glossary of the prospectus.
Shares may be subscribed, redeemed and converted through the The Board of Directors of the Company will be entitled at any time to
Management Company, the Registrar and Transfer Agent, the stop the issuance of Shares. It may limit this measure to certain
Distributors and the Paying Agents of the Company. Fees and expenses countries, Sub-Funds or Share-Classes.
relating to subscriptions, redemptions and conversions are indicated in The Company may limit or prohibit the acquisition of its Shares by any
each Sub-Fund factsheet. natural or legal person.
Shares will be issued in registered form unless otherwise decided by the
Board of Directors of the Company, and will be non-certificated. Shares Redemptions
may also be held and transferred through accounts maintained with
clearing systems. Shareholders may at any time request the redemption of all or part of
The subscription, redemption or conversion price is subject to any taxes, the Shares they hold in a Sub-Fund.
levies and stamp duty payable by virtue of the subscription, redemption The Company accepts redemption requests on each Valuation Day
or conversion by the investor. unless otherwise stated in the Sub-Fund factsheets and according to the
The number of shares to be subscribed, redeemed or converted in each order cut-off rules laid down in the Glossary or in the Sub-Fund
class/sub-fund of the Company will be calculated to at least three (3) factsheets.
decimal points, from zero (0) to four (4) rounding down and from five (5) The amount due may be subject to a redemption fee payable to the
to nine (9) rounding up. relevant Sub-Fund and/or the distributor as more described in the Sub-
All subscriptions, redemptions or conversions will be handled on the Fund factsheets and/or the Glossary.
basis that the Net Asset Value of the Sub-Fund or Share-Class will not The usual taxes, fees and administrative costs will be borne by the
be known or determined at the time of the subscription, redemption or shareholder.
conversion. The redemption amount is payable in the reference currency of the
If in any country in which the Shares are offered, local law or practice relevant Share-Class. Shareholders requesting the redemption amount
requires subscription, redemption and/or conversion orders and relevant to be paid in another currency must bear the cost of any foreign
money flows to be transmitted via local paying agents, additional exchange charges. The foreign exchange will be processed before the
transaction charges for any individual order, as well as for additional cash being sent to the respective shareholders.
administrative services, may be charged to the investors by such local Neither the Board of Directors of the Company nor the Depositary may
paying agents. be responsible for any lack of payment resulting from the application of
In certain countries in which the Shares are offered, Savings plans could any foreign exchange monitoring or other circumstances beyond their
be allowed. The characteristics (minimum amount, duration, etc.) and control which may limit or prevent the transfer abroad of the proceeds
cost details about these Savings plans are available at the registered of the redemption of the shares.
office of the Company upon request or in the legal offering Unless otherwise stated in the relevant Sub-Fund factsheet, if
documentation valid for the specific country in which the Saving plan is redemption and/or conversion (with reference to their redemption
offered. proportion) applications exceed 10% of the total value of a Sub-Fund on
In the event of the suspension of the Net Asset Value calculation and/or a Valuation Day the Company’s Board of Directors may suspend all of
the suspension of subscription, redemption and conversion requests, the redemption and conversion applications until adequate liquidity has
the requests received will be executed at the first applicable Net Asset been generated to serve these applications; such suspension not to
Value upon the expiry of the suspension period. exceed ten Valuation Days. On the Valuation Day following this period
The Company takes appropriate measures to avoid Late Trading, these redemption and conversion applications will be given priority and
assuring that subscription, redemption and conversion requests will not settled ahead of applications received during and/or after this period.
be accepted after the time limit set for such requests in this Prospectus. Redemptions requests, once received, may not be withdrawn, except
The Company does not authorise practices associated with Market when the calculation of the Net Asset Value is suspended and in the
case of suspension of the redemption as provided for in the “Part III:
Timing which is to be understood as an arbitrage method through which
an investor systematically subscribes and redeems or converts Shares Additional information” of the Company’s prospectus, Chapter XI
of the same Sub-Fund within a short time period, by taking advantage “Temporary suspension of the calculation of the Net Asset Value and
of time differences and/or imperfections or deficiencies in the method of resulting suspension of dealing” during such suspensions.
determination of the Net Asset Value. The Company reserves the right The Company may proceed with the compulsory redemption of all the
to reject subscription, redemption and conversion requests from an Shares if it appears that a person who is not authorised to hold Shares
investor that it suspects of employing such practices and, where in the Company, either alone or together with other persons, is the
applicable, to take the measures necessary to protect the interests of owner of Shares in the Company, or proceed with the compulsory
the Company and other investors. redemption of part of the Shares, if it emerges that one or several
persons own(s) a proportion of the Shares in the Company to the extent
Subscriptions that the Company may be subject to the tax laws of a jurisdiction other
than Luxembourg.
The Company accepts subscription requests on each Valuation Day
unless otherwise stated in the Sub-Fund factsheets and according to the Conversions
order cut-off rules laid down in the glossary or in the Sub-Fund
factsheets. Subject to compliance with any condition giving access to (including
Shares are issued on the contractual settlement date. In case of any minimum subscription and holding amount) the Share-Class into
which conversion is to be effected, shareholders may request
subscriptions, Shares are issued within three (3) Business Days after
acceptance of the subscription request unless otherwise stated in the conversion of their Shares into Shares of the same Share-Class type of
relevant Sub-Fund factsheet and/or the Glossary. This period may be another Sub-Fund or into a different Share-Class type of the same /
another Sub-Fund. Conversions will be made on basis of the price of the
extended or reduced upon approval of the Management Company.
original Share-Class to be converted to the same day Net Asset Value
The amount due may be subject to a subscription fee payable to the of the other Share-Class.
relevant Sub-Fund and/or the Distributor as described more in detail in
The redemption and subscription costs connected with the conversion
the Sub-Fund factsheets.
may be charged to the shareholder as indicated in each Sub-Fund's
The subscription amount is payable in the reference currency of the factsheet.
relevant Share-Class. Shareholders requesting to make the payment in
NN INVESTMENT PART NERS 10ING DIRECT PROSPECTUS LUXEMBOURG – 10 March 2021
⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫
Applications for the conversion of Shares, once received, may not be Company pays the fees to the Investment Manager(s) and for
withdrawn, except when the calculation of the Net Asset Value is certain Share-Classes, the Management Company reserves the
suspended. If the calculation of the Net Asset Value of the Shares to be right, at its discretion, to reallocate a part of the management fee
acquired is suspended after the Shares to be converted have already to certain Distributors, including the Global Distributor, and/or
been redeemed, only the acquisition component of the conversion can Institutional Investors in compliance with applicable laws and
be revoked during this suspension. regulations. In the event of investment in UCITS and other target
UCIs and where the Management Company or the Investment
Restrictions on subscriptions and conversions Manager is paid a fee for the management of one or several Sub-
Funds charged directly to the assets of these UCITS and other
In order to inter alia protect existing Shareholders, the Board of Directors UCIs, such payments shall be deducted from the remuneration
(or any delegate duly appointed by the Board of Directors) may, at any payable to the Management Company or the Investment Manager.
time, decide to close a Sub-Fund or a Share-Class and not to accept
any further subscriptions and conversions into the relevant Sub-Fund or 2. Fixed Service Fee: The Fixed Service Fee is charged at the level
Share-Class (i) from new investors who have not yet already invested of the Share-Classes for each Sub-Fund to cover the
into the said Sub-Fund or into the said Share-Class (“Soft Closure”) or administration and safe-keeping of assets and other on-going
(ii) from all investors (“Hard Closure”). operating and administrative expenses, as set out in the relevant
Sub-Fund factsheet. The Fixed Service Fee is accrued at each
Decisions taken by the Board of Directors or its delegate on a closure calculation of the Net Asset Value at the percentage specified in
may have immediate or non-immediate effect and be effective for non- the relevant Sub-Fund factsheet and is paid monthly in arrears to
determined period of time. Any Sub-Fund or Share-Class may be closed the Management Company. This Fixed Service Fee is fixed in the
to subscriptions and conversions without notice to Shareholders. sense that the Management Company will bear the excess in
In relation thereto, a notification will be displayed on the website actual expenses to any such fixed service fee charged to the
www.nnip.com and if applicable on other NN Investment Partners Share-Class. Conversely, the Management Company will be
websites, and will be updated according to the status of the said Share- entitled to retain any amount of service fee charged to the Share-
Classes or Sub-Funds. The closed Sub-Fund or Share-Class may be Class which exceeds the actual related expenses incurred by the
re-opened when the Board of Directors or its delegate deems the respective Share-Class over an extended period of time.
reasons to have the latter closed no longer applying.
a. The Fixed Service Fee shall cover:
The reason for a closure may be, without being restricted thereof, that
the size of a given Sub-Fund has reached a level relative to the market i. costs and expenses for services rendered to the Company
it is invested into above which the Sub-Fund cannot be managed by the Management Company related to services not
according to the defined objectives and investment policy. covered by the Management Fee as described above and
by service providers other than the Management Company
Subscriptions and redemptions in kind to which the Management Company may have delegated
functions related to the daily Net Asset Value calculation of
The Company may, should a Shareholder so request, agree to issue the Sub-Funds, and other accounting and administrative
Shares of the Company in exchange for a contribution in kind of eligible services, registrar and transfer agency functions, costs
assets, subject to compliance with Luxembourg law and in particular the related to the distribution of the Sub-Funds, and to the
obligation to produce an independent auditor's evaluation report. The registration of the Sub-Funds for public offering in foreign
nature and type of eligible assets will be determined by the Board of jurisdictions including fees due to supervisory authorities in
Directors of the Company on a case by case basis, provided that the such countries;
securities comply with the investment objectives and policy of the
relevant Sub-Fund. Costs arising from such subscriptions in kind will be ii. statements of fees and expenses related to other agents
borne by the Shareholders who apply to subscribe in this way. and service providers directly appointed by the Company
including the Depositary, securities lending agents,
The Company may, following a decision taken by the Board of Directors
principal or local paying agents, listing agent and stock
of the Company, make redemption payments in kind by allocating exchange listing expenses, auditors and legal advisors,
investments from the pool of assets with respect to the Share-Class or directors’ fees and reasonable out of pocket expenses of
classes concerned up to the limit of the value calculated on the Valuation
the directors of the Company;
Day on which the redemption price is calculated. Redemptions other
than those made in cash will be the subject of a report drawn up by the iii. other fees including formation expenses and costs related
Company’s independent auditor. A redemption in kind is only possible to the creation of new Sub-Funds, expenses incurred in the
provided that (i) equal treatment is afforded to shareholders, (ii) the issue and redemption of Shares and payment of dividends
shareholders concerned have so agreed and (iii) the nature and type of (if any) insurance, rating expenses as the case may be,
assets to be transferred are determined on a fair and reasonable basis Share prices publication, costs of printing, reporting and
and without harming the interests of the other shareholders of the publishing expenses including the cost of preparing,
relevant Share-Class or Classes. In this case, all costs arising from printing and distributing prospectuses, and other periodical
these redemptions in kind including, but not be limited to, costs related reports or registration statements, and all other operating
to transactions and the report drawn up by the Company’s independent expenses, including postage, telephone, telex and telefax.
auditor, will be borne by the shareholder concerned.
b. The Fixed Service Fee does not include:
IV. Fees, expenses and taxation i. the costs and expenses of buying and selling portfolio
securities and financial instruments;
A. FEES PAYABLE BY THE COMPANY
ii. brokerage charges;
The following fees/costs shall be paid out of the assets of the relevant iii. non-custody related transaction costs;
Sub-Funds, and, unless otherwise stated in the relevant Sub-Fund’s
factsheet, shall be charged at the level of each Share-Class as detailed iv. interest and bank charges and other transaction related
below: expenses;
1. Management Fee: In remuneration for the management services it v. extraordinary Expenses (as defined below); and
provides, the appointed Management Company, NN Investment
Partners B.V., will receive a management fee as stipulated in each vi. the payment of the Luxembourg taxe d’abonnement.
Sub-Fund factsheet and in the collective portfolio management In case Sub-Funds of the Company invest in Shares issued by one or
agreement concluded between the Company and NN Investment several other Sub-Funds of the Company or by one or several other
Partners B.V. The maximum management fee level charged to the Sub-Funds of a UCITS or UCI managed by the Management Company,
investor is indicated in each Sub-Fund factsheet. The Management
NN INVESTMENT PART NERS 11You can also read
