ING (L) RENTA FUND PROSPECTUS A VARIABLE CAPITAL INVESTMENT COMPANY (UCITS) relating to the public issue of shares

Transcription

1 ING (L) RENTA FUND A VARIABLE CAPITAL INVESTMENT COMPANY (UCITS) PROSPECTUS relating to the public issue of shares Luxembourg, February 2005

2 Table of contents Page NOTICE TO INVESTORS 4 KEY DATA 6 1. THE COMPANY 7 2. DESCRIPTION OF SUB-FUNDS 7 3. INVESTMENT POLICY 8 4. MANAGEMENT OF THE COMPANY PORTFOLIO MANAGERS CUSTODIAN BANK THE SHARES NET ASSET VALUE SUSPENSION OF CALCULATION OF NET ASSET VALUE ISSUE AND DELIVERY OF SHARES REDEMPTION OF SHARES CONVERSION OF SHARES COSTS TO BE BORNE BY THE COMPANY FINANCIAL YEAR PERIODIC REPORTS GENERAL MEETINGS DIVIDENDS MERGER OF SUB-FUNDS WINDING UP AND LIQUIDATION TAX REGIME INFORMATION TO SHAREHOLDERS DOCUMENTS AVAILABLE TO THE PUBLIC APPLICABLE LAW OFFICIAL LANGUAGE STOPPING PROCEDURE 30 ING (L) RENTA FUND ASIAN DEBT 32 ING (L) RENTA FUND EUROCREDIT 34 ING (L) RENTA FUND CORPORATE USD 36 ING (L) RENTA FUND DOLLAR 37 ING (L) RENTA FUND EMERGING MARKETS DEBT (LOCAL CURRENCY) 39 ING (L) RENTA FUND EURO 42 ING (L) RENTA FUND EUROMIX BOND 44 ING (L) RENTA FUND GLOBAL HIGH YIELD 46 ING (L) RENTA FUND INTERNATIONAL 48

3 ING (L) RENTA FUND WORLD 50 ING (L) RENTA FUND YEN 52 ING (L) RENTA FUND EMERGING MARKETS DEBT (HARD CURRENCY) 52 ING (L) RENTA FUND EURO INFLATION LINKED 52 3

4 NOTICE TO INVESTORS Subscriptions to shares of the Company are only valid when effected on the basis of the current Prospectus accompanied by the most recent available annual report and, in addition, the most recent half-year report, if the latter has been published since the most recent annual report. No other information may be instanced other than that comprised in the present Prospectus and in the documents referred to herein as being available for consultation by the public. This Prospectus sets out the general framework governing all of the sub-funds, and must be read jointly with the Schedules relating to each sub-fund, published at the time of launch and forming an integral part of the Prospectus. Shareholders are invited to note the content of such Schedules when planning their investment. The Prospectus will be regularly updated to incorporate any significant changes. Investors are recommended to check with the SICAV to ensure that the Prospectus in their possession is the most recent version. This Prospectus may not be used as an offer of sale or for marketing purposes in countries or under conditions in which such offers or marketing have not been authorised by the competent authorities. ING (L) Renta Fund is established in Luxembourg, where it has been admitted by the competent Luxembourg authority. Such admission may not be interpreted as approval by the competent Luxembourg authority of the content of the Prospectus or of the quality of the transferable securities offered and held by the SICAV. Monitoring of the operations of the SICAV is carried out in the first instance by the competent Luxembourg authority. The SICAV does not authorize practices associated with Market Timing and it reserves the right to reject subscription and conversion applications from an investor whom the SICAV suspects to use such practises and, if need be, to take the necessary measures to protect the other investors of the SICAV against those practices. Furthermore, the shares are not offered in the United States of America and may only be offered there in accordance with a registration exemption under the Securities Act of 1933, as amended ("the 1933 Law"), they have not been registered in accordance with the Stock Exchange Commission (Commission des Opérations de Bourse) or any other analogous state commission, and the SICAV has not been registered under the Law of 1940 on Investment Companies, as amended ("the 1940 Law"). No transfer or share sale may be effected unless, inter alia, such transfer or sale is exempt from the registration obligation required under the 1933 Law and under any applicable stock-exchange legislation, or unless it is effected in accordance with an effective attestation of registration pursuant to the 1933 Law and legislation relating to stock-exchange operations, and such transfer or sale shall not lead to the SICAV becoming subject to registration or regulation pursuant to the 1940 Law.

5 Investors are recommended to obtain professional advice regarding the laws and regulations (in particular regarding taxation and exchange controls) applying to subscription, purchase, holding and sale of the shares in their place of origin, residence or domicile. The SICAV declares that it complies with all "KYC"/Know Your Customer provisions as contained in IML Circular 94/112 relating to money laundering. The Board of Directors is liable for the accuracy of the information contained in this Prospectus as at the date of publication. To the extent that it may reasonably have knowledge thereof, the Board certifies that the information contained in this Prospectus is correctly and faithfully reproduced and that no information, which, if it had been included, would have modified the import of this document, has been omitted. The value of the SICAV shares is subject to variations in a large number of factors. Any estimate of earnings or indication of returns given is communicated for information purposes only and does not constitute in any manner a guarantee of future performance. Thus, the Board would advise that, during the ordinary course of business, and taking account of fluctuations in the price of the securities in the portfolio, the redemption price of the shares may be higher or lower than the subscription price. In the event of any divergence between the French version of this Prospectus and the versions prepared in other languages, the French version shall prevail.

6 KEY DATA Identification ING/ BBL (L) Renta Fund abbreviated to ING (L) Renta Fund SICAV 52 route d'esch Luxembourg Board of Directors Mr Eugène Muller, company director, honorary director of the Luxembourg Chamber of Trade chairman Mr Jean Sonneville, general manager, ING Investment Management Belgium director Mr Odilon De Groote, representative of ING director Mr Philippe Catry, general manager, ING Luxembourg director Mr Chris De Haan, managing director, ING Investment Management Belgium director Auditors Ernst & Young, Société Anonyme Parc d'activité Syrdall, 7 L 5365 Munsbach BP 780 L 2017 Luxembourg Portfolio managers See Chapter 5. Custodian bank, administrative agent ING Luxembourg SA 52 route d'esch, Luxembourg Subscription, redemption, conversion, financial services In the Grand Duchy of Luxembourg ING Luxembourg In Belgium ING Belgium SA Any other establishment named in the annual and half-year reports.

7 1. The company D General information ING/BBL (L) Renta Fund, abbreviated to ING (L) Renta Fund, is a société d'investissement à capital variable (open-end investment company, "SICAV") under the law of Luxembourg, having multiple sub-funds, constituted in the form of a société anonyme (public limited company) in accordance with Part I, Chapter 3 of the Law dated 30 March 1988 relating to Undertakings for Collective Investment. The Company was constituted on 25 January 1989 for an indefinite period. It arose from the transformation of the same date of the unit trust/common fund Renta Fund, created in March The Company's registered office is established at 52, route d'esch, Luxembourg. The constituting deed and the Articles of Association of the Company were published in the Mémorial, Recueil Spécial des Sociétés et Associations du Grand-Duché de Luxembourg (hereinafter referred to as "the Mémorial") on 9 March The most recent version of the coordinated Articles of Association was published in the Mémorial on 21 September 2000 further to having been deposited on 22 August 2000 with the Clerk of the Luxembourg District Court, where they may be consulted and where copies thereof may be obtained against payment of the clerical fees. The Company is entered in the Commercial Register and Register of Companies in Luxembourg under number B D Share capital The share capital of the Company shall, at all times, be equal to the value of the total net assets of the various sub-funds. It is represented by no-par bearer or registered shares, all fully paid up. The minimal statutory capital is laid down by the Law of Luxembourg dated 30 March Variations in the share capital shall take place ipso jure and without publicity measures or registration with the Commercial Register and Register of Companies as normally required in connection with increases and decreases in the capital of public limited companies. The Company may, at any time, issue additional shares at a price determined in accordance with the terms of point 10, without reservation of any pre-emption rights to former shareholders. 2. Description of sub-funds General provisions

8 The exclusive object of the SICAV is the investment of its funds in transferable securities with the aim of enabling shareholders to benefit from the results of management of its portfolio. Within the limits provided under the heading "Investment policy", the Company may make use of specific techniques and instruments pertaining to the transferable securities, as well as techniques intended to protect its assets against any unfavourable developments in stock markets and interest rates. The Company may also make use of techniques intended to hedge exchange-rate risks. The hedging currency may be the reference currency of the majority of shareholders or any other currency in which the sub-fund is authorised to invest. The exchange-rate risk shall thus be higher for potential investors whose reference currency is not the currency of the majority of shareholders. The Board of Directors may create several sub-funds, comprising one or several classes and types (or sub-types) of shares. The investment policy of each sub-fund of the SICAV shall be determined by the Board of Directors. It may be adapted by the Board based on the political, economic, financial and monetary climate. Updating of the Prospectus shall take place upon each modification, which will significantly influence the investment policy of the sub-funds, in question. Notices shall also be published in the press to advise the shareholder accordingly. The Board of Directors shall appoint one or several portfolio managers who shall execute the investments to be undertaken within the framework of the general policy defined by the Board of Directors. Each sub-fund shall comprise specific assets and liabilities and shall be governed by a separate investment policy. Investors may choose between different sub-funds, classes and types of share. The Board of Directors may, at any time, create other sub-funds or modify the denomination thereof, subject to the applicable regulations, by publishing supplements relating to such sub-funds. All references to a particular sub-fund shall include, if applicable: each class (reserved to a specific group of investors); each type of share (capitalisation and/or distribution); each sub-type (hedged or unhedged). Specific features of sub-funds In a general manner, and unless a contrary provision is contained in the specific investment policy for the various sub-funds detailed in Schedule I, the objectives and investment policies to be pursued in each sub-fund shall comply with the rules set out below. The sub-fund Schedules may comprise limitations on available legal remedies. The reference indexes indicated for most sub-funds in Schedule I are presented on an indicative basis. Any difference between the performance of net asset values of the sub-funds and the corresponding indicative index shall be due to the fact that some sectors and/or securities are represented differently in the SICAV from their representation in the reference index. 3. Investment policy

9 D General provisions In the interests of shareholders and with a view to ensuring broad diversification of risk, the Company undertakes to adhere to the following rules: a) It shall invest the assets of each sub-fund in the following: 1. Transferable securities officially listed on a stock exchange of a Member State of the European Union, the Organisation for Economic Cooperation and Development, or the United Nations Organisation; 2. Transferable securities traded on another regulated market, functioning in a regular manner, recognised and open to the public, in a state referred to at 1. above; 3. Newly-issued transferable securities, subject to the following: That the issue conditions shall comprise an undertaking that an application for listing on a stock exchange referred to at 1. above or another regulated market, functioning in a regular manner, recognised and open to the public, as referred to at 2. above, is introduced; That admission shall be obtained at the latest one year following the opening date of the issue. 4. Transferable securities of type 144A as described by the provisions of the Code of Federal Regulations, Title 177, 230, 144A, provided the securities are subject to an exchange promise registered under the Securities Act of 1933 including a right of exchange against similar securities that are registered and freely negotiable on the US OTC fixed-income market. In the event that the exchange of securities does not take place within a period of one year from the acquisition, the securities shall be subject to the limit described in Chapter 3 a) (1) of the prospectus. However: (1) It may invest a maximum of 10% of the net assets of each sub-fund in transferable securities other than those mentioned in 1 to 4 (first paragraph) above; (2) It may invest a maximum of 10% of the net assets of each sub-fund in debt securities which, by their characteristics, are similar to transferable securities and which are, in particular, transferable, liquid and of such value as may be determined at any time; (3) It may not purchase precious metals or certificates representing the same;

10 whereby the investments referred to at (1) and (2) above may not jointly exceed the 10% limit. b) It may not invest more than 10% of the net assets of each sub-fund in transferable securities of the same issuer; The total value of the transferable securities of each issuer in which more than 5% of the net assets of a particular sub-fund are invested may not exceed 40% of the value of such net assets; The ratio of 10% referred to above may be raised to a maximum of 35% where the transferable securities are issued or guaranteed by a Member State of the European Union, by its public local authorities, by a state which does not form part of the European Union, or by public international undertakings of which one or more Member States of the European Union form part; the limit of 40% referred to above shall not apply to such transferable securities; The ratio of 10% referred to above may be raised to a maximum of 25% for certain bonds when they are issued by a credit establishment having its registered office in a Member State and subject by law to specific public control aiming to protect the holders of such bonds. In particular, the sums originating from the issue of such bonds must be invested, in accordance with the law, in assets which, for the entire term of validity of the bonds, sufficiently cover the commitments deriving therefrom and which are allocated on a preferential basis to repayment of capital and payment of interest accrued in the event of default on the part of the issuer; When the Company invests more than 5% of its assets in bonds as referred to by this paragraph and issued by a single issuer, the total value of such investments may not exceed 80% of the value of the assets of the Company; The limits provided in the above paragraphs under b) may not be cumulative and, on this basis, investments in transferable securities of a single issuer undertaken in accordance with these paragraphs may not in total exceed 35% of the net assets of the sub-fund in question; By way of derogation from the above, the Company shall be authorised to invest up to 100% of the net assets of each sub-fund in transferable securities issued or guaranteed by a Member State of the European Union or the Organisation for Economic Cooperation and Development, by the public local authorities of a Member State of the European Union or by public international undertakings of which one or more Member States of the European Union shall form part, provided that such transferable securities shall belong to at least six different issues and that the transferable securities belonging to a single issue shall not exceed 30% of the net assets of the sub-fund in question. c) The Company may not acquire, in respect of any sub-fund: 1. Shares accompanied by voting rights in a sufficient number to enable the Company to exert a significant influence on the management of an issuer;

11 2. More than: 10% of the shares not carrying voting rights of a single issuer; 10% of the bonds of a single issuer; 10% of the units or shares of a single undertaking for collective investment; whereby the limits set out in lines 2 and 3 above may be waived at the time of purchase if, at such time, the gross amount of bonds or the net amount of stocks issued cannot be calculated; The restrictions set out above shall not apply to transferable securities issued or guaranteed by a Member State of the European Union or of the Organisation for Economic Cooperation and Development, by public local authorities of a Member State of the European Union, or by public international undertakings of which one or more Member States of the European Union form part. d) The assets of each of the sub-funds may comprise liquid assets on a subsidiary basis. e) With regard to each sub-fund, the Company may temporarily contract loans in a proportion not exceeding 10% of the net assets of the sub-fund in question. f) The Company may not pledge, assign by way of guarantee, transfer without dispossession, or encumber in any other manner the assets of a sub-fund to guarantee debts or commitments in relation to third parties or other sub-funds. g) It may not, with regard to any sub-fund, effect operations entailing the sale of securities, which do not form part of such sub-fund. h) It may lend securities in a sub-fund within the framework of a standardised lending regime organised by a recognised securities-clearing organisation or by a prime financial institution specialising in this type of operation; Within the framework of its lending operations, the Company must receive, in principle, a guarantee, the value of which at the time of conclusion of the loan agreement is at least equal to the valuation total of the securities loaned; this guarantee must be given in the form of liquid assets and/or securities issued or guaranteed by Member States of the OECD or by their public local authorities or by supranational Community, regional or global institutions and undertakings, frozen in the name of the Company until expiry of the loan agreement; Lending operations may not relate to more than 50% of the valuation total of the securities in the portfolio; this limit shall not apply where the Company is entitled to implement at any time cancellation of the agreement and restitution of the securities loaned; the lending operations may not extend beyond a period of 30 days.

12 i) (1) The Company may, with the aim of effective management of the portfolio of each sub-fund, or for the purpose of hedging, use the following techniques and instruments: 1. Investment in options on transferable securities observing the following rules: - It may invest only in options listed on a stock exchange or transacted on another regulated market, functioning in a regular manner, recognised and open to the public, or traded with prime financial institutions specialising in this type of operation (overthe-counter (OTC) options); - It may act either as buyer or issuer or seller of a put or call option provided that: a) The acquisition cost of the options on transferable securities shall not exceed, in terms of premiums, 15% of the total net asset value of each sub-fund; b) In order to cover issued call options, the sub-funds of the Company shall always hold in their portfolios either the underlying transferable securities or equivalent call options. By way of derogation from this principle, the sub-funds may issue call options relating to securities not held in a portfolio in so far as the strike price of the call options issued does not exceed 25% of the net asset value, with hedging remaining possible in such event; c) Issues or sales of put options shall be relative to settlement operations relating to put options previously acquired or that the liquid assets are retained to enable exercise of the options, or if cover in terms of liquid assets is not sufficient, that the underlying transferable securities shall be held in sufficient quantity and shall be sufficiently liquid to enable generation at any time of the requisite liquidity in the event of the options being exercised by the counterparty; - To optimise management, the Company may combine the purchase of call options and the sale of put options on a relevant asset for the same nominal amount and the same strike price. Such operations, effected solely with the aim of effective portfolio management, shall never be undertaken with speculative aims and shall comply with the provisions set out at point 1. above. - It may effect operations relating to forward contracts on transferable securities. Such operations shall be transacted on a regulated market, functioning in a regular manner, recognised and open to the public. The sub-funds of the Company shall always retain in their portfolios, for hedging purposes, either the underlying transferable securities or the call options relating to the same underlying securities; 2. Buying and selling of forward contracts on stock-exchange indexes and put or call options on stock-exchange indexes.

13 - When the operation is effected for hedging purposes against the risk of unfavourable stock-market developments (sale of forward contracts, purchase of put options and sale of call options), a sufficiently close correlation must exist between the composition of the index used and that of the corresponding portfolio. Moreover, the total commitments pertaining to forward contracts and option contracts on stock-exchange indexes may not exceed, in any significant manner, the valuation total of the securities held by each sub-fund in the market corresponding to the same index; - If the operation corresponds to a long position (with an aim other than that of hedging) (purchase of forward contracts, purchase of call options and sale of put options), the commitments deriving therefrom, as well as those pertaining to the sale of put and call options on transferable securities and to the operations described at point 3, indent 2, may not exceed in amount the total net asset value of each sub-fund. Sales of call options on transferable securities having adequate cover shall not be included in calculation of the above commitments; 3. Buying and selling of forward contracts on interest rates and put or call options on interest rates; The Company may enter into forward rate agreements and interest-rate swaps to ensure that the assets in each sub-fund benefit from optimum management in terms of interestrate risk. Forward rate agreements and interest-rate swap operations must be transacted with prime financial institutions specialising in this type of operation; - When the operation is effected to hedge against the risk of unfavourable interest-rate developments (sale of forward contracts, purchase of put options, sale of call options, forward rate agreements and interest-rate swaps), there must be a sufficiently close correlation between the composition of the underlying operation and that of the corresponding portfolio. Moreover, the total commitments pertaining to the said operations may not exceed the valuation total of the securities held by each sub-fund in the corresponding market and in the corresponding currency; - If the operation corresponds to a long position (with an aim other than that of hedging) (purchase of forward contracts, purchase of call options, sale of put options, forward rate agreements and interest-rate swaps), the commitments deriving therefrom, as well as those pertaining to the sale of put and call options on transferable securities and to the operations described at point 2, indent 2, may not exceed in amount the total net asset value of each sub-fund; Sales of call options on transferable securities having adequate cover shall not be included in calculation of the above commitments; 4. The total premiums paid for purchase of the total current put and call options may not exceed 15% of the net assets of each sub-fund;

14 5. The hedging operations effected using instruments relating to an index shall presuppose the existence of a sufficiently close correlation between such index and the composition of the portfolio; 6. The Company may, on a subsidiary basis, act either as buyer or seller in repurchase and reverse repurchase agreements. Its involvement in such agreements shall however be subject to the following rules: 6.1. It may only buy or sell relevant securities if the counterparties to such agreements are prime financial institutions specialising in these types of agreements; 6.2. For the duration of a purchase contract, the Company may not sell the securities which form the object of such contract before repurchase of the securities by the counterparty has been effected or the repurchase period has expired; 6.3. The Company must ensure that the scale of the purchase operations is maintained at a level such that it is able at any time to meet its repurchase obligations with regard to its shares; (2) In order to hedge exchange risks, it may enter into forward contracts for the purchase and sale of currencies, financial future contracts and currency options. When these assets yield fixed interest rates, the hedging may include the interests to be paid at maturity. In order to manage the investment portfolio in the light of the anticipated changes in exchange rates, the portfolio manager may carry out cross-hedging transactions through forward contracts, financial future contracts and currency option contracts in another currency than the one of the hedged assets providing that the portfolio manager estimates that there is a pattern of correlation between those two currencies. The portfolio manager may also use spot and forward currency contracts, financial futures and options on two currencies if the portfolio manager expects changes in the cross rate. Sub-funds that invest in securities denominated in multiple currencies may carry out currency transactions in order to manage the exchange risk of their respective base currencies. Managers will consider the fundamental drivers of exchange rates, such as economic, monetary and fiscal factors as well as related expectations. The use of these transactions and techniques may vary over time and there is no guarantee that the portfolio manager will try to manage the exchange risks of the investments that are not denominated in the base currency of the portfolio. As far as investments in emerging markets are concerned, there is little if any liquidity for many of these techniques and instruments. Yet the more these markets will develop, the more liquidity will increase. Yet there is no guarantee that the instruments used for this kind of exchange risk or any other market-related risk will be available when the portfolio manager wants to use them. There is

15 also no guarantee that the manager will try to manage such currency risks even if such instruments exist. When the manager decides to carry out currency transactions, he may either carry out traditional hedging transactions, such as selling a currency forward and buying the base currency of the portfolio in order to hedge the positions held in that particular currency, or carry out anticipatory hedging transactions when he plans to buy a security in a specific currency. With respect to anticipatory hedging, fundamental factors may change, causing the portfolio manager to decide not to invest in securities denominated in that currency. A sub-fund may also carry out a number of cross-hedging transactions in order to manage the foreign exchange exposure in the light of the relations between one currency and another. These transactions may be used to hedge the liabilities as well as the assets of the portfolio. A sub-fund may hold the currencies of securities in which it has invested when the manager thinks that it would be better to wait before converting such currencies into the base currency of the portfolio, based on exchange rate expectations. (3) All the aforementioned operations must be transacted on a regulated market, functioning in a regular manner, recognised and open to the public, or with prime financial institutions specialising in this type of operation (which includes use of OTC options). There must be a link between the hedging operations and the assets to be covered; (4) On a subsidiary basis, the Company may effect performance swap operations to ensure optimum management of the assets in each sub-fund. Performance swaps enable an interest rate to be exchanged for performance of the underlying instrument. This may relate to the performance of an index, a basket of shares, bonds, etc. Such operations must be transacted with prime financial institutions specialising in this type of operation. On no account may such operations be speculative in nature. The commitments deriving therefrom, as well as those pertaining to sales of put and call options on transferable securities and to the operations described at point 2, indent 2, and point 3, indent 2, may not exceed the value of the net assets of each sub-fund. Sales of call options on transferable securities having adequate cover shall not be taken into account in calculation of the above commitments. j) The Company may invest up to 5% of the net assets of each sub-fund in shares or units of other open-ended undertakings for collective investment in transferable securities, if they are considered as undertakings for collective investment in transferable securities as referred to by the Council Directive of the European Communities dated 20 December 1985 (85/611/EEC) on the co-ordination of laws, regulations and administrative provisions relating to certain undertakings for collective investment in transferable securities; If the Company and one of such undertakings are linked within the framework of a management or control community or by a significant direct or indirect holding, acquisition of the shares or

16 units of such undertaking shall only be permitted if the latter shall state in its constituting documents that it specialises in investment in a particular geographical or economic sector; no fees or costs may be billed by the Company for operations relating to this acquisition. k) The Company may not grant loans or act as guarantor for the account of third parties. l) With regard to each sub-fund, the Company may acquire transferable securities which are not fully paid up provided that it shall form within the sub-fund in question a sufficient liquidity reserve for paying up in full. The limits set out in this section need not be observed in the event of exercise of subscription rights attached to transferable securities forming part of the assets of the sub-funds of the Company. However, if they are exceeded independently of the will of the Company or further to exercise of subscription rights, the Company must, in its selling operations, aim by way of priority objective at regularisation of the situation, taking account of the interests of its shareholders. 4. Management of the Company The Board of Directors of the Company shall be responsible for the Company's administration and management. It may effect all acts of management and administration for the account of the Company, in particular the purchase, sale, subscription or exchange of all transferable securities, and exercise all rights attached directly or indirectly to the assets of the Company. The directors (administrateurs), as well as the managers (gérants, directeurs), authorised representatives or advisors, may not directly or indirectly assume the role of counterparty to operations transacted for the account of the Company. 5. Portfolio managers The Company has appointed a portfolio manager for each sub-fund, indicated in the description of each sub-fund (Schedule I). The manager(s) is/are: ING Investment Management Belgium, with registered office at 24 Avenue Marnix, Brussels, is a public limited company (société anonyme) under Belgian law. ING Investment Management Belgium is the new name, applicable since 30 January 2003, of the asset management company ING Belgium SA, formerly known as Caisse Privée Banque (ING Investment Management (Brussels)).. It is recognised as an asset management company. ING Investment Management Asia Pacific (Hong Kong) Ltd is a company belonging to the ING Group whose registered office is at 39/F One International Finance Centre, 1 Harbour View Street, Central, Hong Kong. This company is recognised as an investment advisor and dealer.

17 ING Fund Management B.V., with registered office at Prinses Beatrixlaan 15, The Hague, has as its principal object the management of the assets of undertakings for collective investment. The portfolio-management agreements between the Company and the various management entities are concluded for an indefinite period; they may be terminated at any time by either of the parties observing a notice period of 90 days. The terms of payment for the portfolio manager are set out at point Custodian bank ING Luxembourg, a public limited company (société anonyme) under the law of Luxembourg, with registered office at 52 route d'esch, Luxembourg, was formed for an indefinite period on 15 September It has been appointed custodian bank of the Company on the basis of an agreement concluded on 25 January 1989 for an indefinite period. The object of ING Luxembourg is to effect all banking and finance operations of all types, comprising, in particular, the acceptance of deposits, all lending operations facilitating the sale on credit of investment and consumer goods, purchase and sale of securities, issue of securities for the account of third parties, acquisition of financial holdings; by way of contribution, merger, subscription, the purchase of securities, and technical intervention, or by any other methods, in all companies or commercial, industrial and financial enterprises. In addition, it shall be permitted all operations or commercial, industrial or other dealings, including real-estate dealings, which it may undertake on the basis of its main object, either directly or in the form of participation, or in any other manner whatsoever, these provisions being subject to the broadest interpretation. Likewise, it may undertake all actions, which may contribute in any manner whatsoever to realisation of its corporate aim. It may also acquire real estate whenever acquisition thereof is necessary or expedient with regard to settlement of its debts. All securities and liquid assets belonging to the Company shall be entrusted to the custodian bank. In accordance with standard banking practice, the custodian bank may, on its own responsibility, entrust part of the assets of the Company to correspondent banks. All types of acts of disposal generally relating to assets of the Company shall be executed by the custodian bank on the instructions of the Company. The custodian bank is authorised to pay the price for transferable securities purchased against delivery of the same, deliver transferable securities sold against collection of the price thereof, collect the dividends and interest produced by the assets of the Company, and exercise the subscription and allocation rights attached to the same. The custodian bank, as well as the banks appointed by the same, shall be authorised to:

18 a) Deliver the shares of the Company against payment of the transaction value thereof, and to pay coupons due on shares of the Company; b) Receive redemption applications under the terms and conditions set out at point 11 below and to pay to any shareholder who wishes to leave the Company the transaction proceeds of the shares in respect of which he has requested redemption. The custodian bank must further ensure that: a) Sale, issue, redemption, conversion and cancellation of the shares as effected by the Company or for its account shall take place in accordance with the law and the Articles of Association of the Company; b) In operations relating to assets of the Company, the consideration is submitted to it within the customary time limits; c) The revenue of the Company shall be allocated in accordance with the Articles of Association. Observing in writing a notice period of 180 days, the Company may terminate the functions of the custodian bank, and the custodian bank may terminate its own functions under the same terms. 7. The shares Any natural person or legal entity may acquire shares of the Company in return for payment of the subscription amount as set out at point 10 below. When new shares are issued, the former shareholders shall not benefit from any preferential subscription right. The shares are issued on a no-par basis and must be fully paid up. For each sub-fund, as defined in Schedule I summarising each sub-fund, the Board of Directors may issue one or several classes of shares. These may be reserved to a specific group of investors, such as, in particular, the investors of a particular country or institutional investors (see point 20 with regard to tax regime). Each of the classes may be individually characterised in terms of the structure of costs, the initial investment, or any other specific feature. Ordinary classes of shares intended for private investors are referred to as class "P". "X" classes are created in the various sub-funds. These classes are characterised by higher management charges and will be distributed in countries where market conditions require higher commission. The sub-funds may also issue "I" share classes reserved for institutional investors within the meaning of article 108 of the Law of 30 March 1988 on undertakings for collective investment. To allow the

19 setting up of appropriate controls under the responsibility of the Board of Directors, I class shares shall in principle be issued only in registered form. Within each class, there may be one type of capitalisation share and one or several types of distribution share. Currently, there is only a single type of distribution share. Details are contained in Schedule I. Following each dividend distribution on distribution shares, the quota of net assets of the class of shares to be attributed to the total of distribution shares shall undergo a reduction equal to the dividend amounts distributed, thus bringing about a reduction in the percentage of net assets attributed to the total distribution shares, while the quota of net assets attributed to the total capitalisation shares shall remain the same. Each type of share capitalisation and/or distribution may be subdivided into sub-types: hedged or unhedged. Hedged shares shall exist where the relevant assets, denominated in currencies other than the reference currency, are covered against the exchange-rate risk. Conversely, unhedged shares exist where there is no exchange-rate cover. Currently, each sub-fund has one type of distribution share. All payments of dividends shall be translated by an increase in the ratio between the value of the capitalisation shares and that of the distribution shares of the type and of the sub-fund in question. This ratio is referred to as parity. Within a single sub-fund, all the shares shall have equal rights with regard to dividends, the proceeds of liquidation and redemption (subject to the respective rights of the distribution shares and capitalisation shares, taking account of parity at the time in question). The Board of Directors may divide or consolidate the shares of several classes, types or sub-types of share in a sub-fund, as well as those of a single class, type, or sub-type of share in a sub-fund, without charge to the shareholders. The SICAV may decide to issue fractional shares. These fractional shares shall not confer any voting rights upon the holder, but shall enable the holder to participate on a pro rata basis in the net assets of the SICAV. Only a whole share, whatever the value thereof, shall give entitlement to a vote. In the case of an issue of bearer shares, only certificates representing whole shares may be issued. The shareholder may decide whether to receive shares in registered or bearer form, with the exception of classes of shares reserved for institutional investors which shall in principle be issued only in registered form. Registered shares may be converted into bearer shares and vice versa, at the request and at the cost of the shareholder, with the exception of classes of shares reserved for institutional investors which shall in principle be issued only in registered form.

20 Bearer shares may be issued in certificates of different denominations. With regard to each sub-fund, the details are contained in Schedule I hereto. If a holder of bearer shares wishes to obtain denominations different from those he holds, he may be required to bear the cost of the exchange. 8. Net asset value The net asset value of the shares of each class, type or sub-type in each sub-fund is expressed in the currency indicated in the schedules relating to the various sub-funds, in the descriptions relating to each sub-fund (see Schedule I). Such value shall be determined, under the responsibility of the Board of Directors of the Company, each banking day in the Grand Duchy of Luxembourg. The Board of Directors may decide to change the stipulation as to such days. In each sub-fund, and for each class of shares, the net asset value per share shall be calculated in the currency for calculating the net asset value of the sub-fund in question, by way of a figure obtained by dividing the net assets of the relevant class of share as at the, formed by the assets of such class of share less the liabilities attributable to the same, by the number of shares issued and in circulation for the relevant class of share. Valuation of the assets of the Company shall be based, with regard to securities officially listed on stock exchanges or traded on another regulated market, functioning in a regular manner, recognised and open to the public, on the most recent stock-exchange or market price, unless such price shall not be representative. With regard to securities in respect of which the most recent price is not representative, and with regard to securities not officially listed on a stock exchange or another regulated market, functioning in a regular manner, recognised and open to the public, valuation shall be based on a prudent estimation of the probable liquidation value, undertaken in good faith. Valuation of the assets and liabilities of the Company expressed in other currencies shall be converted into euro on the basis of the most recent known exchange rates. Valuation of swaps is based on their market value, which itself depends on several parameters, such as the level and the volatility of indexes, market interest rates, or the remaining term of the swaps. Adjustments necessitated by issues and repurchases shall be effected by way of an increase or reduction in the swaps, traded at their market value. If a class of share shall have both distribution and capitalisation shares, at all times, the net asset value of a distribution share falling within a particular class of shares shall be equal to the amount obtained by dividing the quota of net assets of such class of shares attributable at the time to all the distribution shares by the total number of distribution shares of such class issued and in circulation at the same time. Similarly, at all times, the net asset value of a capitalisation share falling within a specific class of shares shall be equal to the amount obtained by dividing the quota of net assets of such class of

21 shares attributable at the time to all the capitalisation shares by the total number of capitalisation shares in the same class issued and in circulation at the same time. If both hedged and unhedged sub-types exist within one type of share, at all times, the net asset value of a hedged share falling within a particular share type shall be equal to the amount obtained by dividing the quota of net assets of such type of share attributable at the time to all the hedged-share sub-types, taking account of the result of the specific exchange-rate hedging operation and any other element attributable to such sub-type of share, by the total number of the hedged-share sub-types of such type of share issued and in circulation at the same time. Similarly, at all times, the net asset value of an unhedged-share sub-type falling within a specific type of share shall be equal to the amount obtained by dividing the quota of net assets of such share type attributable at the time to all the unhedged-share sub-types by the total number of unhedged-share sub-types of such type of share issued and in circulation at the same time. Sufficient provisions shall be constituted, for each sub-fund individually, for the expenses to be borne by each of the sub-funds of the Company, and account may be taken of off-balance-sheet liabilities according to equitable and prudent criteria. 9. Suspension of calculation of net asset value The Board of Directors shall be authorised to suspend temporarily calculation of the value of the assets and the net asset value of a share of one or several sub-funds of the Company, as well as issues, redemptions and conversions, in the following instances: a) When a stock exchange or another regulated market, functioning in a regular manner, recognised and open to the public, supplying listings for a significant portion of the assets of one or several sub-funds, is closed for periods other than regular holidays, or when transactions thereat are suspended or subject to restrictions; b) When the means of communication or calculation usually used to determine the value of the assets of one or several sub-funds are suspended, or when, for any reason whatsoever, the value of an investment of the Company cannot be determined with the desirable speed and accuracy; c) When exchange-rate or capital-transfer restrictions prevent execution of transactions for the account of one or several sub-funds, or when purchase or sale transactions for the account of the same cannot be executed at normal rates of exchange; d) When factors due, inter alia, to the political, economic, military or monetary climate, which are outside the control, liability and operational scope of the Company, shall prevent the same from having disposal in respect of the assets and from determining the net asset value thereof in a normal or reasonable manner;

22 e) Further to any decision to wind up one, several or all of the Company's sub-funds; f) When the market of a currency in which a significant portion of the assets of one or several subfunds is invested shall be closed for periods other than normal holidays, or when transactions thereon are suspended or subject to restrictions; g) With a view to establishing the exchange rate parity in the context of a merger, contribution of assets, demerger or any restructuring operation within, by or in one or more Company subfunds. In exceptional circumstances which may have a negative effect on the interests of shareholders, or in the event of major issue, redemption or conversion applications, the Board of Directors reserves the right not to fix the net asset value of the Company's shares until such time as it shall have effected, for the account of the Company, the required purchases and sales of securities. In such event, the subscriptions, redemptions and conversions simultaneously awaiting execution shall be executed on the basis of a single net asset value. Such suspension decision shall be notified to shareholders requesting redemption or conversion of their shares. Advertisement will be published in newspapers. 10. Issue and delivery of shares The Company shall accept subscriptions on any banking day. The shares may be acquired from the custodian bank and from undertakings providing financial services. The Board of Directors may decide to refer to other establishments. The names of such establishments shall be indicated in the annual and half-year reports. The issue price to be paid by the subscriber shall comprise the net asset value established on the following receipt of the application. The issue price shall include any issue commission, the rate of which shall be fixed in each country on the basis of customary practice in such matters, but shall on no account exceed 5% of the said value. However, in the event of subscription via the channel Home'Bank or any other electronic channel, the investor shall benefit from a discount of 20% on the issue commission. The issue price shall be increased by the fees, taxes and stamp duty payable on the basis of the subscription. The issue price is paid in the currency of the sub-fund, unless the shareholder asks to pay in a different currency, in which case he must pay any foreign exchange charges. The issue price shall be payable within five banking days further to establishment of the net asset value applicable to the subscription.

23 The shares shall be issued within ten days from the date on which the net asset value applicable to the subscription is determined. The Board of Directors of the Company shall, at all times, be entitled to limit, interrupt or stop an issue. It may limit this measure to certain countries, certain sub-funds or certain classes, types or sub-types of share. The Company may restrict acquisition of its shares by any natural person or legal entity, or implement obstacles to the same. The Board of Directors may agree to subscriptions being made in cash or in kind. In this case contributions other than in cash will be indicated in a report drawn up by the auditors of the Company. A contribution in kind is only possible provided that shareholders are treated equally. 11. Redemption of shares All shareholders shall be entitled to request redemption of their shares at any time. A redemption application shall be irrevocable. Redemption applications shall be accepted on any banking day at the counters of the custodian bank or any other establishment indicated in the annual and half-year reports, against submission of the shares, accompanied, as appropriate, by all coupons not yet due in the case of bearer shares with dividend entitlement. The redemption price shall correspond to the net asset value of the share in the relevant sub-fund, calculated on the following receipt of the application. The redemption price may be reduced by redemption commission, which may not exceed 5%. The usual fees, dues and administrative costs shall be borne by the shareholder. The redemption price shall be settled in the currency of the sub-fund within five days of submission of the application and any share certificates, unless the shareholder shall apply to receive settlement in another currency, whereby any exchange costs shall be borne by him. This amount shall be payable at the banking counters of an establishment named in the management reports situated in one of the countries where the shares of the Company are offered for sale to the public, or paid into an account opened with the same. In the event that calculation of the net asset value is suspended, as provided at point 9, orders received shall be executed at the next net asset value calculated following suspension. Redeemed shares shall be legally cancelled. The share capital shall therefore be reduced. Neither the Board of Directors nor the custodian bank may be held liable for any payment default resulting from application of any exchange control or other circumstances independent of their will