Open-ended Investment Company with Variable Capital (SICAV) - NN Investment Partners

 
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 PARTNERS
ING 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 2
ING 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 3
ING 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 4
ING 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 5
ING 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 6
ING DIRECT                                                                                                                                                                                                  PROSPECTUS LUXEMBOURG – 10 March 2021
⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫   ⚫

                NN INVESTMENT PART NERS 7
ING 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 8
ING 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 9
ING 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 10
ING DIRECT                                                                                                                                                                                                     PROSPECTUS LUXEMBOURG – 10 March 2021
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                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 11
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