PROSPECTUS
Dated 22 September 2021



NIKKOAM-ICBCSG CHINA BOND ETF

This page has been intentionally left blankAn application was made to the Singapore Exchange Securities Trading Limited ("SGX-ST") on
4 September 2020 for permission to list and deal in and quote the units of the NikkoAM-ICBCSG
China Bond ETF (the "Fund") which may be issued from time to time. Such permission has
been granted by the SGX-ST and the Fund has been admitted to the Official List of the SGX-ST.
Admission to the Official List of the SGX-ST is not to be taken as an indication of the merits of
the Fund, its Units or the manager of the Fund. The SGX-ST assumes no responsibility for thecorrectness of any of the statements made or opinions expressed in this Prospectus or any of
the reports referred to in this Prospectus. Acceptance of applications for the units of the Fundis conditional upon the issue of the units of the Fund and permission being granted to list themon the SGX-ST. If such permission is not granted, the subscription amounts received will be
returned to you (without any interest).
If you are in any doubt about the contents of this Prospectus, you should consult yourstockbroker, solicitor, professional accountant or other professional adviser.

_____________________________________________________________________________NIKKOAM-ICBCSG CHINA BOND ETF
a Singapore unit trust authorised under
Section 286 of the Securities and Futures Act, Chapter 289 of Singapore
PROSPECTUS REQUIRED PURSUANT TO DIVISION 2
OF PART XIII OF THE SECURITIES AND FUTURES ACT,CHAPTER 289 OF SINGAPORE_____________________________________________________________________________NIKKOAM-ICBCSG CHINA BOND ETF
DIRECTORYMANAGERSOLICITORS TO THE MANAGER

Nikko Asset Management Asia Limited(Company Registration No. 198202562H)
12 Marina View
#18-02, Asia Square Tower 2
Singapore 018961

Chan & Goh LLP
50 Craig Road
#03-01
Singapore 089688

TRUSTEE & REGISTRARSOLICITORS TO THE TRUSTEEDBS Trustee Limited(Company Registration No. 197502043G)
12 Marina BoulevardMarina Bay Financial Centre Tower 3
Singapore 018982

Dentons Rodyk & Davidson LLP
80 Raffles Place#33-00 UOB Plaza 1
Singapore 048624

INVESTMENT ADVISORCUSTODIAN

Industrial and Commercial Bank of China
Limited, Singapore Branch
6 Raffles Quay
#12-01, Singapore 048580

DBS Bank Limited
12 Marina BoulevardMarina Bay Financial Centre Tower 3
Singapore 018982

AUDITORS
PricewaterhouseCoopers LLP
7 Straits View, Marina One
East Tower, Level 12
Singapore 018936

2

NIKKOAM-ICBCSG CHINA BOND ETF
IMPORTANT INFORMATIONThis Prospectus describes and offers for sale in Singapore units in the NikkoAM-ICBCSG China BondETF (the "Fund"), a unit trust established under Singapore law by a trust deed dated 19 October 2020
made between Nikko Asset Management Asia Limited (the "Manager") and DBS Trustee Limited (the"Trustee") (as amended from time to time) (the "Trust Deed"). You should be aware of certain risks
relating to an investment in the Fund. See the section entitled "Risks" as described in paragraphs 45
and 46 of this Prospectus.
The investment objective of the Fund is to achieve long term capital growth by replicating the returns of
the ChinaBond ICBC 1-10 Year Treasury and Policy Bank Bond Index (the “Index”), or upon theManager giving three (3) months' prior written notice to the Trustee and the Holders, such other index
that gives, in the opinion of the Manager, the same or substantially similar exposure as the Index, before
fees and expenses. Please refer to Section VI of this Prospectus for more information on the investment
objective, focus and approach of the Fund.
The units of the Fund, called "Units" throughout this Prospectus, have been listed on the Singapore
Exchange Securities Trading Limited ("SGX-ST"). Units are traded on the SGX-ST at market prices
throughout the trading day. Market prices for Units may, however, be different from their net asset value("NAV"). Listing for quotation of the Units on the SGX-ST does not guarantee a liquid market for the
Units.
The collective investment scheme offered in this Prospectus is an authorised scheme under the
Securities and Futures Act, Chapter 289 of Singapore (the "Securities and Futures Act"). A copy ofthis Prospectus has been lodged with and registered by the Monetary Authority of Singapore (the"Authority"). The Authority assumes no responsibility for the contents of this Prospectus. Registrationof this Prospectus by the Authority does not imply that the Securities and Futures Act, or any other legal
or regulatory requirements have been complied with. The Authority has not, in any way, considered theinvestment merits of the collective investment scheme.
This Prospectus does not constitute an offer or solicitation to anyone in any jurisdiction in which suchoffer or solicitation is not authorised or to any person to whom it is unlawful to make such offer orsolicitation and may only be used in connection with the offering of Units as contemplated herein.
The Units may not be directly or indirectly offered or sold in the United States of America or any of its
states, territories, possessions or other areas subject to its jurisdiction (the "United States") or for the
benefit of a United States resident.
The directors of the Manager (the "Directors") collectively and individually accept full responsibility forthe accuracy of the information given in this Prospectus and confirm after making all reasonableenquiries that, to the best of their knowledge and belief, this Prospectus constitutes full and true
disclosure of all material facts about the Fund and the Manager, and the Directors are not aware of any
facts the omission of which would make any statement in this Prospectus misleading. Where informationin this Prospectus has been extracted from published or otherwise publicly available sources or
obtained from a named source, the sole responsibility of the Directors has been to ensure that suchinformation has been accurately and correctly extracted from those sources and/or reproduced in thisProspectus in its proper form and context.

3You should seek professional advice to ascertain (a) the possible tax consequences, especially inconnection with the receipt of any distributions intended to be made by the Fund, (b) the legal
requirements which may be relevant to the subscription, holding or disposal of Units and (c) any foreignexchange restrictions or exchange control requirements which you may encounter under the laws of
the country of your citizenship, residence or domicile and which may be relevant to the subscription,
holding or disposal of Units.
Unless otherwise stated, all terms not defined in this Prospectus have the same meanings as used in
the Trust Deed.
You should direct all enquiries about the Fund to the Manager.
Personal Data Protection
You consent and acknowledge that any personal data provided to the Manager, the Trustee, theCustodian, the Registrar and/or such other appointed representatives, agents and/or service providersof the Manager and/or each of their affiliates and related corporations (as defined under Section 6 of
the Companies Act, Chapter 50 of Singapore (“Companies Act”)) (“Recipients”, each a “Recipient”)
whether directly or through appointed agents or Participating Dealers or otherwise collected by a
Recipient or on behalf of a Recipient (by any person including but not limited to the Central Depository(Pte.) Limited) in connection with the subscription for Units, including any personal data relating to third
party individuals (e.g. your beneficial owners, directors or authorised signatories, if you are not an
individual) (“Data”) may be collected, used and disclosed by a Recipient for the following purposes: (i)updating and maintaining the register of Holders; (ii) processing instructions from you or persons acting
on your behalf or processing your trades or those of persons acting on your behalf; (iii) complying withany applicable rules, laws or regulations, regulatory policies, guidelines or industry codes, orders,
directions or requests issued by any court, legal or regulatory bodies (whether in Singapore orotherwise) including rules and regulations relating to anti-money laundering and countering thefinancing of terrorism and the carrying out of audit checks, surveillance and investigation; (iv)preventing, detecting and investigating crime, offence or unlawful activity including but not limited to
fraud, money-laundering, terrorist financing and bribery, and analysing and managing commercial risks;(v) complying with any applicable treaty or agreement with or between Singapore and a foreign
jurisdiction; (vi) fulfilling a judgment or order of court or of any other tribunal within Singapore and in an
applicable foreign jurisdiction; (vii) providing client-related services, including providing customer
support, responding to queries or feedback given by you or persons acting on your behalf, andgenerating, communicating with and disseminating notices, reports, correspondence, statements,
invoices, confirmations and advices to you or persons acting on your behalf; (viii) verifying your identity
or the identity of persons acting on your behalf; (ix) reviewing and approving your account(s), and the
conduct of initial and anticipatory credit checks and assessments, relevant checks, ongoing assessment
and verification of ongoing credit-worthiness and standing; (x) legal claims, actions or proceedings
including but not limited to drafting and reviewing documents, obtaining legal advice and facilitating
dispute resolution or exercising or enforcing the rights of a Recipient under contract or pursuant toapplicable laws and regulations; (xi) administering, operating, processing or managing the Units or theFund; (xii) meeting or complying with the Recipient’s internal policies and procedures; (xiii) handling
feedback, queries or complaints; (xiv) maintaining the security of the Recipient’s premises including but
not limited to the use of forms of surveillance such as security cameras; (xv) facilitating any proposedor actual business assignment, transfer, participation or sub-participation in any of the Recipient’s rights
or obligations in respect of your relationship with the Recipient; (xvi) all purposes reasonably related to
one or more of the foregoing; and (xvii) conducting general administration in relation to the foregoing.
Where you provide personal data relating to third party individuals to a Recipient, you warrant that theprior consent of such third party individual, which will allow a Recipient to collect, use and disclose that
personal data in the manner and for the purposes described above, has been obtained, and consent
and acknowledge to all such collection, use and disclosure on behalf of that third party individual. You

4shall, upon request from any Recipient, promptly provide a copy of the document(s) containing orevidencing such prior consent obtained from such third party individual.
You consent and acknowledge that Data may be disclosed and transferred to the following parties, in
Singapore or in a foreign jurisdiction, for the purposes set out above: (i) any person or entity including
government authorities, regulatory bodies, courts and tribunals to whom a Recipient is under anobligation to make disclosure pursuant to any domestic or foreign legal process, legal obligation or
regulatory obligation; (ii) related corporations of the Manager, the Trustee, the Custodian or theRegistrar; and (iii) any agent, contractor or third party service provider who provides administrative,
mailing, data processing, business process, human resource, information technology or other services
to a Recipient in connection with the operation of the business of a Recipient or the administration andoperation of the Fund.
You may, after consenting to the collection, use and disclosure of your Data, withdraw your consent bygiving notice in writing to the Manager, whether directly or through its appointed agents or theParticipating Dealers. You should note that the Manager (in consultation with the Trustee) could deema notice of withdrawal of consent submitted by you, or by any third party individuals whose personal
data you have provided to the Recipients (e.g. your beneficial owners, directors or authorised
signatories, if you are not an individual), to be a request for redemption of all Units held by you for cash.
You undertake to ensure that all information provided to the Recipient is true, accurate and complete
and that changes to any such information shall be notified to the Recipient in a timely manner.
Foreign Account Tax Compliance
You acknowledge that you shall notify the Manager immediately in writing if you are a US Person or if
you have subscribed for or hold any Units on behalf of any US Person. You shall further notify theManager not later than thirty (30) days of any change under FATCA or any laws or regulations that
affects your tax status or the tax status of any US Person on whose behalf you have subscribed for or
hold any Units.
You represent and warrant that you have provided or shall provide to the Manager all documentationor other information required for compliance with FATCA and in connection with any change in tax
status and shall otherwise provide all required documentation (including the completion of any FATCA
related forms and documents) and other information not later than seven (7) days of any request in
writing by the Manager.
You acknowledge that if you fail to provide accurate and timely information, the Manager (in consultation
with the Trustee) has the right to deem you recalcitrant and/or reportable and shall be entitled to takeall necessary action(s) against you to be compliant with requirements under FATCA, including but notlimited to any local legislation enacted in connection with FATCA as the same may be modified,amended, supplemented, re-enacted or re-constituted from time to time. You should note that theManager may compulsorily redeem all or any of your Units in any of the circumstances set out inparagraph 156 of this Prospectus.
You consent to the collection, storage, and disclosure of any confidential information including personal
data to persons to whom payments are made or from whom payments are received for your accountand to governmental authorities as required by laws and regulations or other agreement by or between
governments pursuant to FATCA. You represent that you have secured from any third party whose
information may be provided to the Manager all necessary consents and/or waivers to permit theManager to carry out the actions required pursuant to FATCA, and that you shall secure such consents
and waivers prior to furnishing such information to the Manager.
You acknowledge that the Manager (in consultation with the Trustee) is entitled to take all necessary
action determined by the Manager to be and remain compliant with FATCA as is required by law or5other agreement by or between governments. You authorise the Manager to withhold or otherwise
deduct from any payment any required tax or other government assessment, including but not limited
to any requirement to withhold or deduct an amount pursuant to FATCA.
The Manager (in consultation with the Trustee) shall have the right to determine and carry out any action
which it considers to be appropriate to meet any obligations or requirements, whether in Singapore orelsewhere, for the purpose of the prevention of tax evasion. Such actions may include, but shall not belimited to, investigating and intercepting payments into and out of your account(s) (particularly in thecase of international transfer of funds), investigating the source of or intended recipient of funds, sharing
information and documents with any tax or regulatory authorities and withholding income from youraccount(s) and transferring it to such tax authorities. If there is any doubt as to whether a payment in orout of your account is lawful, the Manager reserves the right to cease all dealings with you in relation
to such account.
For the purposes of this section relating to foreign account tax compliance, the following words andexpressions shall have the following meanings:"FATCA" means sections 1471 through 1474 of the United States Internal Revenue Code and any
regulations and other guidance issued in connection thereto or any other agreement entered into withor between authorities and governments arising out of or in connection with FATCA or the
implementation thereof, as each may be modified, amended, supplemented, re-enacted or reconstituted from time to time.
"US Person" means a United States citizen or resident individual, a partnership or corporation
organised in the United States or under the laws of the United States or any state of the United States,
or a trust if (i) a court within the United States would have authority under applicable law to render
orders or judgments concerning substantially all issues regarding administration of the trust, and (ii) one
or more US Persons have the authority to control all substantial decisions of the trust, or an estate of a
decedent that is a citizen or resident of the United States. This definition shall be interpreted inaccordance with the United States Internal Revenue Code. Please note that persons who have losttheir United States citizenship and who live outside the United States may nonetheless in somecircumstances be treated as US Persons.
Common Reporting Standard and Automatic Exchange of Information
Following the development by the Organisation for Economic Cooperation and Development of acommon reporting standard (“CRS”) to achieve a comprehensive and multilateral automatic exchange
of information, the Income Tax (International Tax Compliance Agreements) (Common ReportingStandard) Regulations 2016 (the “CRS Regulations”) have been promulgated to allow Singapore to
implement the CRS with effect from 1 January 2017. Singapore has committed to commence exchange
of information under the CRS in 2018.
The CRS Regulations require certain Singapore financial institutions (as defined in the CRS Regulations)to identify financial asset holders and establish if they are resident for tax purposes in countries withwhich Singapore has a tax information sharing agreement. Singapore financial institutions will thenreport financial account information of the asset holder to the Singapore tax authorities, which will
thereafter automatically transfer this information to certain competent foreign tax authorities on a yearlybasis.
Accordingly, the Manager and/or the Trustee will require you to provide, amongst other things,
information in relation to your identity and tax residence(s) of your account(s) (and the controllingpersons, if any), account details, reporting entity, account balance/value and income/sale or redemption
proceeds and any additional documentation or information, which will then be reported to the Inland
Revenue Authority of Singapore and the other relevant tax authorities for purposes of complying with
FATCA, the CRS Regulations and any similar automatic exchange of tax information regimes.

6You should consult your professional advisers on the possible tax and other consequences with respect
to the implementation of FATCA and CRS.
WARNINGThe Fund may be offered to professional investors in Hong Kong. Hong Kong investors should notethat the contents of this document have not been reviewed by any regulatory authority in Hong Kongand are advised to exercise caution in relation to the offer. If you are in any doubt about any of thecontents of this document, you should obtain independent professional advice.

7

OVERVIEW OF THE NIKKOAM-ICBCSG CHINA BOND ETF
The meanings of terms not defined in this section can be found in other sections of this Prospectus orin the Trust Deed.
NIKKOAM-ICBCSG CHINA BOND ETF
The Fund is a collective investment scheme authorised under Section 286 of the Securities and Futures
Act and is established under the terms of a trust deed dated 19 October 2020 made between Nikko
Asset Management Asia Limited as manager, and DBS Trustee Limited as trustee, of the Fund.
INVESTMENT OBJECTIVE, FOCUS AND APPROACH
The investment objective of the Fund is to achieve long term capital growth by replicating the returns of
the ChinaBond ICBC 1-10 Year Treasury and Policy Bank Bond Index (the “Index”), or upon theManager giving three (3) months' prior written notice to the Trustee and the Holders, such other index
that gives, in the opinion of the Manager, the same or substantially similar exposure as the Index, before
fees and expenses. There is no assurance that the Fund will achieve its investment objective or that it
will be able to fully track the performance of the Index.
The Fund will seek to achieve its investment objective by adopting a representative sampling strategy
or similar strategy. Representative sampling is a strategy of investing in a representative sample ofsecurities in the Index which have a similar investment profile as that of the Index. The Manager may
invest in certain securities that are not included in the Index ("non-Index Securities") but haveaggregate characteristics (such as yield and duration) similar to those of the Index.
The Fund will generally not hold all the securities that are included in the Index. Please refer to Section
VI of this Prospectus for more information on the investment objective, focus and approach of the Fund.
The Fund is designed for investors who seek an "index-based" approach to investing in a portfolio ofChinese treasury bonds and bonds issued by the 3 Chinese policy banks in a cost effective and easy
to access manner. The 3 Chinese policy banks refer to the Agricultural Development Bank of China,
the China Development Bank and the Export-Import Bank of China, which are wholly owned by the
Chinese government (through the Ministry of Finance and various investment companies) and under
direct jurisdiction of the State Council of China to implement economic policies of the Chinese
government.
You should note that the Units are Excluded Investment Products (as defined in MAS Notice SFA
04/N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products) and prescribed capital markets products (as defined in the
Securities and Futures (Capital Markets Products) Regulations 2018).
LISTING ON THE SGX-ST
An application has been made to the SGX-ST for permission to list and deal in and quote the Units andthe Fund has received approval for its admission to the Official List of the SGX-ST. A listing on the
SGX-ST is intended to provide benefits to investors not available in unlisted collective investment
schemes. Unlike conventional unit trusts offered to the public in Singapore which are typically bought
and sold only at closing NAV (which is unknown at the time of dealing), the Fund’s Units will be tradable8

on the SGX-ST throughout the trading day. Units will be quoted and traded on the SGX-ST in board
lots of 10 Units.
Units will be transacted on the SGX-ST on a willing-buyer-willing-seller basis, and the trading in the
Units will be in accordance with SGX-ST’s rules and guidelines governing the clearing and settlementof trades in securities.
If you acquire Units directly from a Participating Dealer, you may request the Participating Dealer toapply to the CDP for your Units to be entered against your name in the depository register in accordancewith the CDP’s terms and conditions for the entering of off-market acquisitions of securities in its
records.
TRADING PRICE OF UNITS INTENDED TO CLOSELY REFLECT NAV PER UNIT
You should note that the Fund is not like a conventional unit trust offered to the public in Singapore inthat the creation and redemption of Units with the Manager are effected by or through Participating
Dealers for the account of investors and/or for their own account and may either be made (i) in-kind in
multiples of Creation Units or Redemption Units, or (ii) in cash for a minimum of 50,000 Units (or suchhigher number of Units in multiples of 1,000 Units) or such other number of Units or investment amountas may be determined from time to time by the Manager upon giving prior notice to the Trustee, at each
Dealing Day’s NAV. If you wish to purchase or sell less than 50,000 Units, you will have to acquire or
dispose of your Units through trading on the SGX-ST.
These features are (i) different from the features of conventional unit trusts where units can bepurchased and redeemed by the investors for cash from the manager on each dealing day incomparatively smaller multiples of units and (ii) designed to protect investors from the adverse effects
which arise from frequent cash subscription and redemption transactions that affect the NAV of
conventional unit trusts and to help to keep the trading price of the Units close to the NAV of the Units.
THE MANAGER
The Manager, Nikko Asset Management Asia Limited, is part of the Nikko Asset Management group1,
a leading independent Asian investment management franchise. The Manager has managed collective
investment schemes or discretionary funds in Singapore since 1982.
THE TRUSTEEThe Trustee, DBS Trustee Limited, is a member of DBS Bank Group. The Trustee is a licensed trust
company under the Trust Companies Act, Chapter 336 of Singapore.
CREATION AND REDEMPTION PROCEDURES
Units bought or sold on the SGX-ST will be transacted on a willing-buyer-willing-seller basis. It is
expected that most of the trading activity in the Units is expected to occur on the SGX-ST. You may
buy or sell Units on the SGX-ST through brokers in the same way as how you may buy or sell sharesin companies listed on the SGX-ST.
Units that are bought on the SGX-ST must be paid for with cash or SRS monies.
1

Nikko Asset Management group consists of Nikko Asset Management Co., Ltd. and its subsidiaries.

9Cash Subscription and Redemption
On every Cash Dealing Day, you may apply to the Registrar through the Participating Dealers for theissue of a minimum of 50,000 Units (or such higher number of Units in multiples of 1,000 Units) or suchother number of Units or investment amount as may be determined from time to time by the Manager
upon giving prior notice to the Trustee, by paying cash. The Issue Price for Units shall be determinedin the manner described in paragraph 52 of this Prospectus.
Your request for subscription of Units must reach the Registrar through the Participating Dealers on or
before the Dealing Deadline for the Cash Dealing Day (i.e. 12 noon (Singapore time) or such other timeas the Manager may determine with the prior approval of the Trustee and the Manager shall give priornotification of the same to the Holders at such time and in such manner as the Trustee may require). If
the request for subscription of Units is received and accepted by the Registrar after the Dealing
Deadline, it shall be deemed to be received and accepted by the Registrar on or before the Dealing
Deadline for the next Cash Dealing Day.
A request for redemption of Units to be settled in cash shall be for a minimum of 50,000 Units (or suchhigher number of Units in multiples of 1,000 Units) or such other number of Units or redemption amountas may be determined from time to time by the Manager upon giving prior notice to the Trustee. The
Redemption Price for Units shall be determined in the manner described in paragraph 71 of thisProspectus. A request for redemption of Units must reach the Registrar through the Participating
Dealers on or before the Dealing Deadline for the Cash Dealing Day. If the request for redemption ofUnits is received and accepted by the Registrar after the Dealing Deadline, it shall be deemed to bereceived and accepted by the Registrar on or before the Dealing Deadline for the next Cash Dealing
Day.
In-Kind Creation and Redemption
The Manager has the absolute discretion to accept requests for the Creation and Redemption of Units
in-kind. You may apply for the creation of Units directly from the Fund by requesting the Participating
Dealers to apply to the Registrar on your behalf for the issue of Units on any Dealing Day by tendering
Index Securities and non-Index Securities comprising a Deposit Basket (or multiples thereof) as
approved by the Manager, plus or minus a cash payment as determined by the Manager. Units may
only be created in-kind in Creation Unit size of 20,000,000 Units or multiples of 20,000,000 Units unlessotherwise waived by the Manager at their discretion. Requests for the creation of Units in-kind may bemade by or through Participating Dealers only. Creation Requests received from the Participating
Dealers and accepted by the Manager on or before the Dealing Deadline on each Dealing Day (i.e.
5.30 pm (Singapore time) or such other time as the Manager may determine with the prior approval of
the Trustee and the Manager shall give prior notification of the same to the Holders at such time and insuch manner as the Trustee may require) will be processed at that Dealing Day’s Issue Price ascalculated in accordance with paragraph 58 of this Prospectus. Creation Requests received from theParticipating Dealers after the Dealing Deadline or on a day which is not a Dealing Day shall be deemed
to be received by the Registrar on or before the Dealing Deadline for the next Dealing Day.
If you hold a Redemption Unit size of 20,000,000 Units or multiples of 20,000,000 Units, you may
request the Participating Dealers to apply to the Registrar on your behalf for the redemption of Units forthe underlying Index Securities and non-Index Securities comprising a Redemption Basket (or multiples
thereof) as approved by the Manager, plus or minus a cash payment as determined by the Manager.
Units may only be redeemed in-kind in Redemption Unit size of 20,000,000 Units or multiples of10

20,000,000 Units. Requests for redemption of Units in-kind may be made by or through Participating
Dealers only. Redemption Requests received from the Participating Dealers and accepted by theManager on or before the Dealing Deadline on each Dealing Day will be processed at that Dealing
Day’s Redemption Price as calculated in accordance with paragraph 78 of this Prospectus. Redemption
Requests received from the Participating Dealers after the Dealing Deadline or on a day which is not a
Dealing Day shall be deemed to be received by the Registrar on or before the Dealing Deadline for the
next Dealing Day.
RISKS OF INVESTING IN THE FUND
You should note that there are risks involved in investing in the Units. You should carefully
consider the risk factors described in paragraphs 45 and 46 of this Prospectus together with allof the other information included in this Prospectus before deciding whether to invest in Units.
The market price of Units and the NAV per Unit may fall or rise. There is no assurance that you willachieve a return on your investment in the Units or a return on capital invested.
Some or all of the principal risks described in this Prospectus may adversely affect the Fund’s NAV, theUnit’s Issue Price, Redemption Price, trading price, yield, total return and/or the ability of the Fund tomeet its investment objective.
DISCLAIMER BY THE CURRENT LICENSOR
The ChinaBond ICBC 1-10 Year Treasury and Policy Bank Bond Index (the “Index”) is constructed andcalculated by ChinaBond Pricing Center Co., Ltd. (“Index Provider”). All intellectual property rights andother interests in the index value and constituent list belong to the Index Provider (or any of its licensors).
The Index Provider does not make any express or implied warranty on the accuracy, completeness ortimeliness of Index-related information, or on the conclusions that the data recipient may reach.

11

CLEARANCE AND SETTLEMENT
Introduction
The Units are listed, quoted and traded on the SGX-ST. For the purpose of trading on the SGX-ST, aboard lot for the Units will comprise 10 Units.
The Units are traded under the electronic book-entry clearance and settlement system of CDP. All
dealings in and transactions of the Units through the SGX-ST will be effected in accordance with theterms and conditions for the operation of Securities Accounts, as amended from time to time.
CDP, a wholly-owned subsidiary of Singapore Exchange Limited, is incorporated under the laws ofSingapore and acts as a depository and clearing organisation. CDP holds securities for its
accountholders and facilitates the clearance and settlement of securities transactions between
accountholders through electronic book-entry changes in the Securities Accounts maintained by suchaccountholders with CDP.
It is expected that the Units will be credited into the Securities Accounts of applicants for the Units within
two (2) Market Days after the closing date for applications for the Units.
Clearance and Settlement under the Depository System
The Units will be registered in the name of CDP or its nominee and held by CDP or its nominee for andon behalf of persons who maintain, either directly or through depository agents, Securities Accounts
with CDP. Persons named as direct Securities Account holders and depository agents in the depository
register maintained by CDP will be treated as Holders in respect of the number of Units credited to theirrespective Securities Accounts. You should note that as long as the Units are listed on the SGX-ST,
Units may not be withdrawn from the depository register kept by CDP.
Transactions in the Units under the book-entry settlement system will be reflected by the seller’s
Securities Account being debited with the number of Units sold and the buyer’s Securities Accountbeing credited with the number of Units acquired and no transfer stamp duty is currently payable for thetransfer of Units that are settled on a book-entry basis.
Units credited to a Securities Account may be traded on the SGX-ST on the basis of a price between awilling buyer and a willing seller. Units credited into a Securities Account may be transferred to any
other Securities Account with CDP, subject to the terms and conditions for the operation of Securities
Accounts and a transfer fee payable to CDP. All persons trading in the Units through the SGX-ST should
ensure that the relevant Units have been credited into their Securities Account, prior to trading in such
Units, since no assurance is given that the Units can be credited into the Securities Account in time forsettlement following a dealing. If the Units have not been credited into the Securities Account by thedue date for the settlement of the trade, the buy-in procedures of the SGX-ST will be implemented.
Clearing Fees
When dealing on the SGX-ST, you will typically not bear any costs related to the creation andredemption of Units. However, you will need to pay brokers' commissions, clearing fees and other costs
associated with dealing on the SGX-ST. These amounts are subject to your individual agreement with,and are paid directly by you to, your broker, the CDP and your other service providers.
Dealings in the Units will be carried out in SGD and will be effected for settlement in CDP on a scriplessbasis. Settlement of trades on a normal "ready" basis on the SGX-ST generally takes place on thesecond Market Day following the transaction date. CDP holds securities on behalf of investors in
Securities Accounts. You may open a direct account with CDP or a sub-account with any CDP

12depository agent. A CDP depository agent may be a member company of the SGX-ST, bank, merchantbank or trust company.
Dual Currency Trading
The Fund consists of 2 Classes, namely RMB Class Units and SGD Class Units. Please refer toparagraph 23 for more details on the Classes.
The Fund trades in different currency denominations on the SGX-ST, i.e. Renminbi (RMB), UnitedStates dollar (US$) and Singapore dollar (S$). Investors of the RMB Class Units can buy and/or sell
Units in RMB or US$, regardless of the currency in which it was first bought and/or sold. Investors of
the SGD Class Units can only buy or sell Units in SGD. For the avoidance of doubt, investors of one
Class (e,g, RMB Class Units) cannot sell or redeem in another Class (eg. SGD Class Units).
Classes

RMB Class
Units

Currency denomination
available for trading

Trading/Counter
Name

Stock Code

TradedCurrency

Primary Currency (RMB)

NikkoAM-ICBCSGCNB CNYZHY

RMB

Secondary Currency (US$)

NikkoAM-ICBCSGCNB US$ZHDUS$SGD Class
NikkoAM-ICBCSG
S$
ZHS
S$
Units
CNB S$(or such other counter name or stock code as may be issued by the SGX-ST from time to time)
Unit holdings of the same Class will be consolidated in investors’ CDP accounts so that the total numberof Units of such Class can be viewed at a glance, for example, 1,000 RMB-denominated Units and
2,000 US$-denominated Units will be reflected as 3,000 Units of RMB Class Units in an investor’s CDP
account.
In most cases, the traded prices in the two currency counters for the RMB Class Units should
theoretically be equivalent or close to each other, taking into consideration the prevailing foreignexchange rate. However, in certain cases, due to market supply and demand factors in the respective
counters and the market activity of the market makers, the price relationship and difference between
the two currency counters might not necessarily be the foreign exchange rate between both counters.

13

PROSPECTUS REQUIRED PURSUANT TO DIVISION 2
OF PART XIII OF THE SECURITIES AND FUTURES ACT,CHAPTER 289 OF SINGAPORE
The NikkoAM-ICBCSG China Bond ETF (the "Fund") offered in this Prospectus is an authorised
scheme under the Securities and Futures Act. A copy of this Prospectus has been lodged with andregistered by the Authority. The Authority assumes no responsibility for the contents of this Prospectus.
Registration of this Prospectus by the Authority does not imply that the Securities and Futures Act, or
any other legal or regulatory requirements have been complied with. The Authority has not, in any way,considered the investment merits of the Fund. The meanings of various terms and expressions used inthis Prospectus which are not defined in this Prospectus can be found in the Trust Deed constituting
the Fund.

14

CONTENTS

PARAGRAPHHEADING

PAGE

I

BASIC INFORMATION ...................................................................................... 16

II

THE MANAGER ................................................................................................ 16

III

THE TRUSTEE & CUSTODIAN ......................................................................... 23

IV

OTHER PARTIES .............................................................................................. 25

V

STRUCTURE OF THE SCHEME ....................................................................... 26

VI

INVESTMENT OBJECTIVE, FOCUS & APPROACH......................................... 27

VII

CPF INVESTMENT SCHEME ............................................................................ 30

VIII

FEES AND CHARGES ...................................................................................... 30

IX

RISKS ............................................................................................................... 32

X

SUBSCRIPTION OF UNITS............................................................................... 40

XI

REALISATION OF UNITS ................................................................................. 46

XII

OBTAINING PRICES OF UNITS........................................................................ 52

XIII

SUSPENSION OF DEALINGS........................................................................... 52

XIV

PERFORMANCE OF THE SCHEME ................................................................. 54

XVSOFT DOLLAR COMMISSIONS/ARRANGEMENTS......................................... 54

XVI

CONFLICTS OF INTEREST .............................................................................. 54

XVIIREPORTS ......................................................................................................... 58

XVIII

QUERIES AND COMPLAINTS .......................................................................... 58

XIX

OTHER MATERIAL INFORMATION.................................................................. 58

XX

GLOSSARY....................................................................................................... 79

APPENDIX 1: UNDERLYING INDEX .............................................................................................. 85

15

IBASIC INFORMATION

1.

The authorised collective investment scheme offered pursuant to this Prospectus is the
NikkoAM-ICBCSG China Bond ETF (the "Fund").

2.

The date of registration of this Prospectus by the Authority is 22 September 2021. This
Prospectus shall be valid for 12 months after the date of registration (i.e., up to and including
21 September 2022) and shall expire on 22 September 2022.

3.

The Fund is constituted as a stand-alone unit trust in Singapore on 19 October 2020 pursuant
to the trust deed dated 19 October 2020 (the “Trust Deed”), made between Nikko AssetManagement Asia Limited (the “Manager”) and DBS Trustee Limited (the "Trustee"). You may
inspect a copy of the Trust Deed at the business address of the Manager as indicated inparagraph 5 below.

4.

You may obtain the latest annual and semi-annual reports, annual and semi-annual accounts
and the auditors’ report on the annual accounts relating to the Fund, once available, from theManager's website at www.nikkoam.com.sg.

II

THE MANAGER

5.

The Manager is Nikko Asset Management Asia Limited (Company Registration No.:
198202562H). Its registered address and business address is at 12 Marina View, #18-02, Asia
Square Tower 2, Singapore 018961. The Manager is licensed and regulated by the Authority.
The Manager was incorporated on 11 July 1982 in Singapore. The Manager is part of the Nikko
Asset Management group. As at 31 December 2020, the paid-up share capital of the Manager
is S$29,000,000. The Manager is responsible for investing the assets of the Fund in accordancewith the Trust Deed.

6.

The Manager has managed collective investment schemes or discretionary funds in Singapore
since 1982. The Manager is not related to the current Index Licensor.

7.

The other investment funds managed by the Manager include, but are not limited to, thefollowing:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
(viii)
(ix)
(x)
(xi)
(xii)
(xiii)
(xiv)
(xv)
(xvi)
(xvii)(xviii)Nikko AM Shenton Japan Fund
Nikko AM Shenton Thrift Fund
Nikko AM Shenton Income Fund
Nikko AM Shenton Asia Pacific Fund
Nikko AM Global Green Bond Fund
Nikko AM Shenton Emerging Enterprise Discovery Fund
Nikko AM Shenton Global Opportunities Fund
Nikko AM Shenton Horizon Investment Funds
Nikko AM Shenton Eight Portfolios
Nikko AM Asia Investment Funds
Nikko AM Shenton Short Term Bond Funds
The Solidarity FundABF Singapore Bond Index Fund
Nikko AM Singapore STI ETF
Nikko AM Japan Dividend Equity Fund
Nikko AM Asia High Yield Bond Fund
MSIG Asian Bond Fund
Nikko AM Global Multi Asset Conservative Fund16

(xix)(xx)(xxi)(xxii)(xxiii)(xxiv)(xxv)(xxvi)
8.

Nikko AM Asia Healthcare Fund
Nikko AM China Onshore Fund Series
Nikko AM All China Equity Fund
Nikko AM ASEAN Equity Fund
NikkoAM-StraitsTrading Asia ex Japan REIT ETF
Nikko AM Asia Limited Investment Fund Series
Nikko AM SGD Investment Grade Corporate Bond ETF
Nikko AM Dynamic Bond Fund

The names, descriptions and addresses of all the directors of the Manager are as follows:(a)

Seet Oon Hui Eleanor, of 12 Marina View, #18-02 Asia Square Tower 2, Singapore
018961.
Eleanor joined the Manager in 2011 as the President and as an executive director of
the Manager. She is also the Head of Asia ex-Japan at the Manager and is responsiblefor driving the growth of the Manager in the region. Additionally, she leads in the
management of Nikko Asset Management group’s joint venture relationships in China
and Malaysia and is a board member of Affin Hwang Asset Management Berhad.
Eleanor is a pioneer in the asset management industry with over 20 years ofexperience.
Prior to joining the Manager, Eleanor led the distribution efforts for iSharesconcentrating on the wealth management segments across Asia ex-Japan. Previously,
she spent 12 years at AllianceBernstein, where she was responsible for building anddeveloping the firm’s distribution channels and business. In that capacity, she was
responsible for the overall strategy and execution of the firm’s product offerings inSouth East Asia via intermediaries.
Eleanor graduated with a Bachelor of Economics from the University of New South
Wales, Sydney. In 2017, she was conferred the IBF Fellow distinction by the Instituteof Banking and Finance Singapore.
Eleanor is also a director of Nikko Asset Management Hong Kong Limited, Nikko AssetManagement International Limited, Nikko Asset Management (Mauritius) Ltd and Affin
Hwang Asset Management Berhad.

(b)

Kiyotaka Ryu, of Midtown Tower, 9-7-1 Akasaka, Minato-ku, Tokyo, 107-6242, Japan,
is a non-executive director of the Manager.
Kiyotaka was appointed as Acting Chief Risk Officer in December 2018 and became
Chief Risk Officer in April 2019. He is also Chief Administrative Officer at Nikko AssetManagement Co., Ltd (“Nikko AM”), helming the position since July 2018. He is
responsible for overall business planning and management to support Middle and Back
Office functions, as well as leading the global risk management function in Nikko AM.
Kiyotaka joined the Internal Audit Department of Nikko AM in September 2007 andwent on to become the Head of Internal Audit where he led the Nikko AM group’s
Internal Audit practice for three and a half years.
Before joining Nikko AM, he worked for KPMG, as a financial and technology auditor.
He served clients from various industries including the financial sector.
He is a qualified accountant and a member of the American Institute of Certified Public
Accountants.

17

He graduated from Waseda University with a Bachelor of Arts in Human Sciences andhas also received a Master of Professional Accounting degree from the University of
New South Wales.
Kiyotaka is also a director of Nikko Asset Management Hong Kong Limited, Nikko AssetManagement New Zealand Limited and Nikko Asset Management Luxembourg S.A..
(c)

Hiroki Tsujimura, of Midtown Tower, 9-7-1 Akasaka, Minato-ku, Tokyo, 107-6242,
Japan, is a non-executive director of the Manager.
Hiroki has held the position of Executive Vice President, Global Head of Investment
and Chief Investment Officer of Nikko AM since June 2019, and is responsible foroverseeing all investment management activities globally.
Hiroki joined Nikko Asset Management in December 2004 as the firm's Global Head of
Alternative Investments and Chief Investment Officer at its New York subsidiary. Afterrelocating to Nikko Asset Management’s Tokyo headquarters in August 2010, Hiroki
served as Head of Active Investments, where he was in charge of equity, fixed income
and alternative investments. He was appointed Chief Investment Officer – Japan in
January 2013 and was also named Senior Corporate Managing Director in April 2014.
He was named Executive Vice President in May 2019.
Before joining the firm, Hiroki spent 12 years in the investment and financial industry in
the United States where he worked in alternative investments serving as Director andExecutive Vice President at Nikko Securities International (“NSI”). He also started NSI’s
proprietary trading operation in his role as the head of the equity trading department.
At Nikko Securities (now SMBC Nikko Securities) in Japan, Hiroki established a joint
venture with an American securities firm, where he served as Executive Vice President
and Chief Operating Officer.
He holds a Bachelor’s degree from the Faculty of Business and Commerce at Keio
University.

9.

The principal officer of the Manager and a key executive of the Manager in relation to the Fundis Seet Oon Hui Eleanor (whose description may be found in paragraph 8(a) of this Prospectus).
The other key executives of the Manager in relation to the Fund are Koh Liang Choon andBertram Sarmago (whose descriptions are set out below).
Liang Choon is the Head of Fixed Income at the Manager, and he leads a team of experienced
analysts and portfolio managers. He is responsible for managing active Asian fixed income
portfolios covering Asian local currency fixed income, Asian credits and Asian currencies.
An investment veteran with more than 25 years of investment experience, he has been with theManager since October 2010 when it was known as DBS Asset Management Ltd prior to its
acquisition by Nikko Asset Management Group. Prior to this, Liang Choon has worked withAPS Komaba Asset Management Pte Ltd (“APS”), DBS Asset Management Ltd, Nomura
Singapore Limited and Dresdner Bank. Liang Choon joined APS as a founding member in 2005.
Before that, Liang Choon spent four years with DBS Asset Management Ltd managing
institutional mandates covering Singapore, Asian and global bond markets. Liang Choon began
his career at the trading desks of Nomura Singapore Limited and Dresdner Bank where hegained trading experience in Asian fixed income and currency markets.

18

He holds a Bachelor of Business Administration with majors in Finance and International
Business from Simon Fraser University, Canada, and a Master of Science (Applied Finance)from the National University of Singapore. Liang Choon is also a Chartered Financial Analyst
charterholder.
10.

The principal portfolio manager of the Fund is Bertram Sarmago.
Bertram Sarmago has a dual role as investment director and portfolio manager for Asian fixedincome strategies at Nikko AM Asia based in Singapore. He manages the indexed Asian fixedincome portfolios and working closely with the rest of the investment team and representing its
capabilities, he is the conduit between the team and Business Development and Marketing. He
provides advice and consultation to both internal and external parties based on the team’s
outlook and strategies and also reports on performance in support of existing businesses.
Bertram has more than 20 years of experience in the investment industry. Prior to Nikko AM,
he was with State Street Global Advisors (Singapore) from 2006 to 2014 as a productengineer/portfolio strategist covering global and Asian fixed income and currency strategies.
He was also involved with portfolio management of indexed Asian and global fixed income
strategies.
From 2004 to 2006, he was a financial markets analyst with the Asian Development Bank
covering research on ASEAN+3 bond markets for the bank’s AsianBondsOnline project. He
was involved in investments/financial markets training for Present Value Interactive Training
from 2003 to 2004. Prior to this, he held various roles in commercial banking at the Bank of
the Philippine Islands.
Bertram holds a Master of Science in Financial Engineering from the Nanyang Technological
University, an MBA from the Ateneo de Manila University and a Bachelor of Science inAgricultural Engineering from the University of the Philippines. He has earned the Financial
Risk Manager designation and is a Chartered Financial Analyst® charterholder.

11.

The Manager will remain as manager of the Fund until it retires or is removed or replaced inaccordance with the provisions of the Trust Deed. Any change to the Manager of the Fund will
be announced on the SGXNET.

11A.

The following is a summary of the provisions in the Trust Deed governing the retirement,
removal and replacement of the Manager:(i)

Subject to applicable laws and the Listing Rules, the Manager may be removed bynotice in writing given by the Trustee:(a)if the Manager goes into liquidation (other than voluntary liquidation for the
purpose of reconstruction or amalgamation upon terms notified in writing to theTrustee two (2) months before the effective date of the liquidation) or shall be
adjudged a bankrupt or insolvent or appoints a liquidator or if a judicial
manager or a receiver shall be appointed in respect of the property or
undertaking of the Manager or any part thereof or the Manager is the subjectof any analogous proceedings or procedure in each case under the law ofSingapore or such other law as may be applicable in the circumstances;

19

(b)

following a material breach of the Manager’s obligations under the Trust Deed
which, if the breach is capable of remedy, the Manager fails to remedy within
30 days of being specifically required in writing so to do by the Trustee, andthe Trustee is of the opinion and so states in writing to the Manager that achange of Manager is desirable in the interests of Holders; or(c)if the Authority directs the Trustee to remove the Manager.

(ii)

The Manager shall also be removed on notice in writing given by the Trustee following
an Extraordinary Resolution passed to remove the Manager, and such notice is to beannounced on the SGXNET.

(iii)

In the cases contained in paragraphs 11A(i) and 11A(ii), the Manager shall upon noticeby the Trustee cease to be the Manager and as soon as practicable thereafter the
Trustee shall by writing under its seal appoint as manager some other company eligible
to be the manager of the Fund and acceptable to the Authority and subject to suchcompany entering into such deed or deeds (being a deed or deeds supplemental to theTrust Deed) as the Trustee may be advised to be necessary or desirable to be enteredinto by such company in order to secure the due performance of its duties as manager.
Nothing in this paragraph 11A shall be construed as prejudicing the right of the Trustee
herein contained to terminate the Fund in any of the events in which in accordance withthe provisions of the Trust Deed the right of terminating the Fund is vested in the
Trustee.

(iv)

Upon giving three (3) months’ written notice to the Trustee, the Manager shall havepower to retire in favour of some other company eligible to be the manager of the Fundin accordance with the Securities and Futures Act and approved by the Trustee andthe Authority upon and subject to such company entering into such deed or deeds as
mentioned in paragraph 11A(iii). Upon such deed or deeds being entered into and upon
payment to the Trustee of all sums due by the retiring Manager to the Trustee under
the Trust Deed at the date thereof the retiring Manager shall be absolved and released
from all further obligations under the Trust Deed but without prejudice to the rights of
the Trustee or of any other person in respect of any act or omission prior to such
retirement.

(v)

The Trustee shall, as soon as practicable after the appointment of the new manager
pursuant to the provisions of the Trust Deed, give notice to the Holders specifying thename and address of the office of the new manager. Any manager shall beincorporated in Singapore or registered as a foreign company under Part XI of theCompanies Act and shall be carrying on business in Singapore. The manager shall belicensed or registered to conduct fund management under the Securities and Futures
Act.

(vi)

Upon effective retirement hereunder, the retiring Manager shall use its reasonableendeavours to assign or novate to the new manager, on terms reasonably acceptable
to the Trustee, (and to obtain the consent of its counterparts thereto) all agreements
concerning the Fund, to which it, as manager, is a party.

20

11B.

The Manager may be removed by the Trustee, by notice in writing, if the Manager goes into
liquidation (other than voluntary liquidation for the purpose of reconstruction or amalgamation
upon terms previously notified in writing to the Trustee two (2) months before the effective dateof liquidation). Please refer to Clauses 31 and 32 of the Deed for more details on what happens
if the Manager becomes insolvent.

12.

Investment Advisor
The Manager has appointed Industrial and Commercial Bank of China Limited, Singapore
Branch (Company Registration No.: S93FC4609L), with registered address at 6 Raffles Quay,#12-01, Singapore 048580 (“ICBC Singapore Branch”), as the investment advisor (through its
Asset Management Department) of the Fund (the “Investment Advisor”), via an investment
advisory agreement in relation to the Fund. The Investment Advisor is responsible for providing
advisory services to the Fund.
ICBC Singapore Branch is the Singapore branch of Industrial and Commercial Bank of China
Limited (“ICBC”) and is the first overseas institution of ICBC Group, for which it was registeredwith the Accounting and Corporate Regulatory Authority as a Foreign Company in Singapore
on 27 August 1993. ICBC Singapore Branch thereafter received its Qualifying Full Bank Licenceon 4 October 2012, and remains licensed and regulated by the Authority.
ICBC was established on 1 January 1984. On 28 October 2005, ICBC was wholly restructured
to a joint-stock limited company. On 27 October 2006, ICBC was successfully listed on bothShanghai Stock Exchange and The Stock Exchange of Hong Kong Limited. Through its
continuous endeavor and stable development, ICBC has developed into the leading bank in theworld, possessing an excellent customer base, a diversified business structure, strong
innovation capabilities and market competitiveness. ICBC regards service as the very
foundation to seek further development and adheres to creating value through services whileproviding a comprehensive range of financial products and services to its customers. As at 31
March 2021, the share capital of ICBC is RMB 356.407 billion.
The appointment of the Investment Advisor of the Fund comes as the first of its kind for ICBC
Singapore Branch and reiterates ICBC’s commitment towards creating value through services
while providing a wide range of financial products and services to its customers.
The names and descriptions of the key executives of the Investment Advisor are as follows:(a)Zhou Aimin is the Deputy General Manager of ICBC Singapore Branch. He is currently
overseeing the Treasury, Capital Markets, Investment Banking, Financial Institutions,
Asset Management and Securities Services businesses in ICBC Singapore branch.
Aimin has been with the ICBC Group for 15 years. Prior to his current position, he wasin charge of ICBC Group’s FX asset & liability management at ICBC head office.
Aimin graduated from the Renmin University of China with a Master’s Degree in
Finance in 2006.

(b)Chen Lei is the Head of Asset Management of ICBC Singapore Branch and has morethan 17 years of working experience in the financial industry. Prior to joining ICBC
Singapore Branch, his expertise largely focused on asset & liability management at
ICBC head office and bond investments at ICBC Hong Kong Treasury Center.

21

Chen Lei holds a Master’s Degree in Quantitative Economics from Jilin University in the
People’s Republic of China.
(c)Wong KwangChye is the Deputy Head of Asset Management and Portfolio Manager
within the Asset Management Department of the Investment Advisor.
KwangChye has over 19 years of experience in portfolio management, research andanalysis of sovereign and corporate debt securities, leveraged and middle market
loans, asset backed securities, structured finance, equities and exchange traded fundswith various asset management companies and banks.
Previously, KwangChye served as the Director of Credit and Structured Investment
from UOB Asset Management Ltd and has worked with investment partners, custodianbanks and regulators in the RQFII application process as well as managing the QFIIand RQFII products. At UOB Asset Management Ltd, he managed the Singapore Index
Fund, China ETF and the RMB bond fund.
KwangChye graduated with a Master of Social Science (Applied Economics) from the
National University of Singapore.

(d)

Javen Foo is the Assistant Manager of Asset Management and Product Manager within
the Asset Management Department of the Investment Advisor.
Javen has 16 years of experience in the wealth management industry across global
leading institutions within the banking, insurance and financial advisory firms. He hasaround 10 years of experience in product management and development with theglobal institutions such as AIA Singapore, Aviva Asia and now ICBC Singapore Branch,with a focus on development and management of new and existing products,
investment manager and strategy selection across various fund asset classes such as
equity and fixed income.
Javen has also designed investment portfolios including the allocation, rebalancing andrecommendation for ICBC Singapore Branch’s model portfolios across multi-asset
classes, such as fixed income funds, product strategy and investment manager
selections and funds recommendation roles.
Javen graduated with a Bachelor degree in Banking & Finance from University of
London.

The principal officers of the Investment Advisor in relation to the Fund are Wong KwangChye
and Javen Foo (whose descriptions may be found in paragraphs 12(c) and 12(d) above).
The Investment Advisor has been appointed on a non-discretionary basis and will provide
advice and recommendations to the Manager as to the investments of the Fund.
The fees of the Investment Advisor are paid by the Manager out of their management fee andare not paid out of the Deposited Property.
The Investment Advisor will remain as investment advisor of the Fund until the appointment isterminated in accordance with the terms of the investment advisory agreement. In the event

22that the Investment Advisor becomes insolvent, the Manager may by notice in writing terminate
the Investment Advisor and appoint such person as investment advisor to provide advisory
services to the Fund.
You should note that past performance of the Investment Advisor is not necessarily
indicative of the future performance of the Investment Advisor.
III

THE TRUSTEE & CUSTODIAN

13.

The Trustee is DBS Trustee Limited (Company Registration No.: 197502043G) and its
registered address is at 12 Marina Boulevard, Marina Bay Financial Centre Tower 3, Singapore
018982.
DBS Trustee Limited (the “Trustee”) is a company incorporated in Singapore and registeredunder the Trust Companies Act (Cap. 336) of Singapore, with a paid up capital of S$2.5 million.
The Trustee does not have any material conflict of interest with its position as trustee of theFund. DBS Trustee Limited is a member of DBS Bank Group. The Trustee is regulated in
Singapore by the Authority.
Under the Trust Deed, the Trustee is responsible for the safekeeping of the assets of the Fund.
The Trustee has appointed DBS Bank Limited to be custodian of such assets upon such terms
and conditions as may be agreed by the parties. The Trustee will remain as the trustee of theFund until it retires or is removed or replaced in accordance with the provisions of the Trust
Deed.
In accordance with the provisions of the Deed, in the event the Trustee becomes insolvent, theTrustee may be removed by notice in writing and replaced by a new trustee who shall be
appointed by the Manager. Please refer to Clause 30 of the Deed for more details. Any change
to the Trustee of the Fund will be announced on the SGXNET.

14.

DBS Bank Limited (the “Custodian”) has been appointed as custodian of the assets of theFund. DBS Bank Limited is a company incorporated in Singapore on 16 July 1968 and isregulated by the Authority under the Securities and Futures Act (Chapter 289). Its registeredaddress is at 12 Marina Boulevard, Marina Bay Financial Centre Tower 3 Singapore 018982.
DBS Bank Limited has an issued and paid up capital of SGD 24,452 million as at 31 December
2020 and is a wholly owned subsidiary of DBS Group.
DBS is a leading financial services group in Asia with a presence in 18 markets. Headquartered
and listed in Singapore, DBS has a growing presence in the three key Asian axes of growth:Greater China, Southeast Asia and South Asia. The bank’s “AA-” and “Aa1” credit ratings areamong the highest in the world. DBS Bank Limited is a custodian in Singapore and appoints a
network of sub-custodians in other markets. DBS Bank Limited has a selection and ongoing
monitoring framework based on a set of defined criteria. These criteria include but are notlimited to financial strength, client servicing and operations processing i.e., settlement,
corporate actions and income processing, reporting, market development updates andbusiness continuity. Any sub-custodian appointed by the Custodian will be licensed andregulated in its home jurisdiction.
Pursuant to the Custodian Agreement, the Custodian will act as the custodian of the Fund’s
assets, which will be held directly by the Custodian or through its agents, sub-custodians, ordelegates pursuant to the Custodian Agreement. The Custodian will remain as the custodian
for the Fund until the termination of its appointment in accordance with the provisions of the
Custodian Agreement.

23

In the event that the Custodian becomes insolvent, the Trustee may terminate the Custodian
Agreement entered into with the Custodian and appoint such other person as the new custodian
to provide custodial services to the Fund. Any change to the Custodian of the Fund will beannounced on the SGXNET.
15.

The following is a summary of the provisions in the Trust Deed governing the retirement,
removal and replacement of the Trustee:(i)

The Trustee shall not be entitled to retire voluntarily except upon the appointment of a
new trustee. If the Trustee wishes to retire it shall give notice in writing to that effect tothe Manager and the Manager shall use its best endeavours to appoint a new trustee
within three (3) months after the date of such notice, or within such other period as may
be agreed between the Manager and the Trustee. If the Manager is unable to appointa new trustee within such period of three (3) months or such other period as may be
agreed between the Manager and the Trustee, the Trustee shall be entitled to appointa new trustee selected by it. Such new trustee shall be a company eligible, in
accordance with paragraph 15(iv) below, the Securities and Futures Act and the CIS
Code, to be the trustee of the Fund that is acceptable to the Manager and the Authority
and shall agree to enter into such deed as necessary to secure the due performanceof its duties as trustee. The Trustee, the new trustee and the Manager shall enter into
deed or deeds supplemental to the Trust Deed whereby such new trustee is appointed
to be the Trustee in the place of the retiring Trustee who shall thereupon retire.

(ii)

If:
(a)

the Manager gives notice in writing to the Trustee that it wishes for good andsufficient reason, and is of the reasonable opinion (and so states in writing to
the Trustee) that a change of the Trustee is desirable in the interests of theHolders;(b)following a material breach of the Trustee’s obligations under the Trust Deed
which, if capable of remedy the Trustee fails to remedy within 30 days of being
specifically required to do so by the Manager, and the Manager is of the opinion
and so states in writing to the Trustee that a change of the Trustee is desirable
in the interests of Holders; or(c)the Authority directs the removal of the Trustee,

the Manager shall be entitled to give notice in writing to the Trustee that it wishes theTrustee to retire, in each case in favour of a new trustee whose name is specified insuch notice and which is a company eligible, in accordance with paragraph 15(iv) below
and the CIS Code, to be the trustee of the Fund and is acceptable to the Authority,
whereupon the Trustee shall, with effect on and from the date on which the appointmentof such new trustee takes effect, by deed supplemental to the Trust Deed retire as theTrustee.
(iii)

If an Extraordinary Resolution is passed by the Holders to remove the Trustee then the
Trustee shall retire and in such case the Manager shall as soon as reasonably24practicable use its reasonable efforts to find a new trustee to be appointed inaccordance with paragraph 15(i) above.
(iv)

Any trustee of the Fund shall be incorporated in Singapore, and shall be a publiccompany approved under Section 289 of the Securities and Futures Act.

(v)

The new trustee shall as soon as practicable after its appointment give notice to theHolders specifying the name and the address of the office of the new trustee.

(vi)

To the extent permissible, the stipulation of any statute that a trustee shall not bedischarged from its trust unless there will be either a trust corporation or at least two
individuals to act as trustees to perform the trust is hereby excluded. In any event, eachand every person actually or prospectively interested in the Deposited Property is
hereby excluded from asserting any claim against a trustee or former trustee on thebasis of the said stipulation save to the extent of any trust monies or other trust assets
actually in the possession or control of that trustee or former trustee.

(vii)

Every trustee which shall retire from its position as trustee of the Fund shall in respectof its period of trusteeship of the Fund and notwithstanding that it shall have retired
continue to have the benefit of all indemnities, powers and privileges given to thetrustee of the Fund by the Trust Deed and any deeds supplemental thereto executedduring such period in addition to the indemnities powers and privileges given by law to
a retiring trustee.

(viii)

Upon effective retirement hereunder, the retiring Trustee shall be discharged and shallno longer be liable in any manner under the Trust Deed except as to acts or omissions
occurring prior to such retirement, and the new trustee shall thereupon undertake andperform all duties and be entitled to all rights and compensation as trustee under the
Trust Deed. The successor trustee shall not be under any liability under the Trust Deedfor occurrences or omissions prior to the execution of such instrument.

(ix)

Upon effective retirement hereunder, the retiring Trustee shall use its reasonableendeavours to assign or novate to the new trustee on terms reasonably acceptable to
the Manager (and to obtain the consent of its counterparts thereto) of all agreements
concerning the Fund, to which it, as trustee, is a party.

IV

OTHER PARTIES

16.

The registrar of the Fund is DBS Trustee Limited (Company Registration No.: 197502043G)(the "Registrar"). The Register will be maintained by the Registrar and can be inspected at 10
Toh Guan Road, #04-11 DBS Asia Gateway, Singapore 608838 during normal business hours(subject to such reasonable restrictions as the Registrar may impose).
Any change to the Registrar of the Fund will be announced on the SGXNET.

17.

For so long as the Units are listed, quoted and traded on the SGX-ST, the Manager shall appoint
The Central Depository (Pte.) Limited (Company Registration No.: 198003912M) (the "CDP")
as the Unit Depository for the Fund, and all Units issued will be deposited with the CDP andrepresented by entries in the register of Holders kept by the Registrar in the name of the CDP
or its nominee as the registered Holder of such Units. The Manager or any agents appointed

25

by the Manager shall issue to the CDP or its nominee not more than ten (10) Business Days
after the issue of Units a confirmation note confirming the date of issue and the number of Units
so issued, and if applicable, also stating that the Units are issued under a moratorium and theexpiry date of such moratorium and for the purposes of the Trust Deed, such confirmation noteshall be deemed to be a certificate evidencing title to the Units issued.
18.

The current Designated Market Makers of the Fund are Flow Traders Asia Pte. Ltd., Phillip
Securities Pte Ltd and CLSA Singapore Pte Ltd. Any change to the Designated Market Makersof the Fund will be announced on the SGXNET.

19.

The auditors of the Fund are PricewaterhouseCoopers LLP of 7 Straits View, Marina One East
Tower, Level 12, Singapore 018936 (the "Auditors"). Any change to the Auditors of the Fund
will be announced on the SGXNET.

20.

The Manager has delegated its administration and valuation functions in respect of the Fund to
DBS Bank Limited, the administrator of the Fund, whose registered office is at 12 Marina
Boulevard, Marina Bay Financial Centre Tower 3 Singapore 018982. DBS Bank Limited willremain as the administrator of the Fund until its appointment is terminated in accordance withthe terms of its appointment. Any change to the administrator of the Fund will be announced
on the SGXNET.

21.

Counterparties, brokers and/or prime brokers (if any) that are used by the Fund are selectedfrom an approved panel and their appropriateness for continuous use by the Manager isreviewed on a regular basis. The Manager must complete due diligence on the counterparties,
brokers and/or prime brokers and obtain the relevant internal approvals for their inclusion onto
the panel. However, for inclusion onto the panel of counterparties, brokers and/or prime brokers
to transact in foreign exchange, over-the-counter derivatives, secured/unsecured call loan or
securities lending, approval must also be sought from the risk management department of theManager’s parent company, Nikko AM.

V

STRUCTURE OF THE SCHEME

22.

The Fund is constituted as a stand-alone unit trust known as the NikkoAM-ICBCSG China BondETF pursuant to the Trust Deed. The interests issued or offered to the public are represented
by Units comprised in the Fund, the property of which shall be invested in Investments (asdefined in the Trust Deed).

23.

The Manager has the discretion to establish different classes of Units (each a “Class” andcollectively the “Classes”) from time to time. The Classes established within the Fund are as
follows:••

RMB Class Units (denominated in RMB)SGD Class Units (denominated in SGD)The Classes in the Fund may differ, amongst other things, in terms of the currency ofdenomination, dividend payouts, creation and redemption settlement cycles, etc.
All Classes will constitute the Fund and are not separate funds. Any expense, income and/or
gain which is attributable to a particular Class shall be deducted from or added to (as the casemay be) the value of the Fund which is attributable to that Class.

26

A separate net asset value per Unit will be calculated for each Class. The net asset value per
Unit of each Class will be calculated on each Dealing Day in the currency of the relevant Class.
It is calculated based on forward pricing and is determined based on the Value as at the
Valuation Point on the relevant Dealing Day on which applications for Units are received, of the
proportion of the Deposited Property of the Fund or Class represented by 1 Unit and rounding
such amount to the nearest 4 decimal places (or such other number of decimal places or suchother method of rounding as the Manager may from time to time determine with the approval of
the Trustee).
Each Unit represents an undivided share in the Deposited Property or the portion of Deposited
Property attributable to the relevant Class. The rights, interests and obligations of Holders arecontained in the Trust Deed.
VI

INVESTMENT OBJECTIVE, FOCUS & APPROACH

24.

The investment objective of the Fund is to achieve long term capital growth by replicating thereturns of the ChinaBond ICBC 1-10 Year Treasury and Policy Bank Bond Index, or upon theManager giving three (3) months' prior written notice to the Trustee and the Holders, such otherindex that gives, in the opinion of the Manager, the same or substantially similar exposure as
the Index, before fees and expenses. There is no assurance that the Fund will achieve its
investment objective or that it will be able to fully track the performance of the Index.
The Fund will seek to achieve its investment objective by adopting a representative samplingstrategy or similar strategy. Representative sampling is a strategy of investing in a
representative sample of securities in the Index which have a similar investment profile as thatof the Index. The Manager may invest in certain securities that are not included in the Index("non-Index Securities") but have aggregate characteristics (such as yield and duration)
similar to those of the Index.
The Fund will generally not hold all the securities that are included in the Index.
The Fund is only suitable for investors who seek to achieve long term capital growth, believethat the Index will increase in value, are willing and able to accept that their principal will be atrisk and seek an "index-based" approach to investing in a portfolio of Chinese treasury bonds
and bonds issued by the 3 Chinese policy banks in a cost effective and easy to access manner.
The 3 Chinese policy banks refer to the Agricultural Development Bank of China, the China
Development Bank and the Export-Import Bank of China, which are wholly owned by the
Chinese government (through the Ministry of Finance and various investment companies) andunder direct jurisdiction of the State Council of China to implement economic policies of theChinese government.
You should consult your financial advisers if in doubt as to whether the Fund is suitablefor you.

25.

The ChinaBond ICBC 1-10 Year Treasury and Policy Bank Bond Index is the current
benchmark for the Fund. The ChinaBond ICBC 1-10 Year Treasury and Policy Bank Bond Index
is compiled and calculated by the Index Provider and aims to track the performance of theChinese treasury bonds and bonds issued by the 3 Chinese policy banks. Qualified constituentsof the Index include Chinese treasury bonds and Chinese policy bank bonds publicly issued on27

the China Interbank Bond Market with time to maturity of more than 1 year and no more than
10 years. The Index is reviewed and rebalanced monthly on the first Business Day of eachmonth.
The
description
of
the
index
methodology
isavailableat
http://yield.chinabond.com.cn/cbweb-mn/indices/single_index_query?locale=en_US.
The
Index Provider publishes the composition of the Index on every business day of the China
Interbank Bond Market and the latest information relating to the Index is available atwww.yield.chinabond.com.cn.
26.

If the Index ceases to be compiled or published or if the Licence Agreement with respect to theIndex is terminated for any reason, the Manager with the prior approval of the Trustee shallselect an alternate or successor index (if necessary, customised by the index licensor or theManager) using in the opinion of the Manager the same or substantially similar formula for the
method of calculation as the Index (the "Successor Index"). The Manager will manage theFund’s portfolio using this Successor Index, taking into account the interests of Holders.

27.

As Index Securities may be and are added to or removed from the Index from time to time, theManager may sell or purchase securities that are not yet represented in the Index in anticipationof their removal from or addition to the Index. The composition of the constituent securities of
the Index is disclosed in Appendix 1 of this Prospectus. You should note that the compositionof the Index may change.

28.

The Manager will rebalance the Fund’s portfolio of investments from time to time to reflect any
changes to the composition of, or the weighting of securities in the Index with a view tominimising tracking error of the Fund’s overall returns relative to the performance of the Index.
Such rebalancing may be in the form of investments in non-Index Securities. You may obtain
information on the tracking error of the Fund (once available) from the Manager’s website atwww.nikkoam.com.sg.

29.

Distributions, if any, will be determined by the Manager.
SGD Class Units
The Manager currently intends to make semi-annual distributions, less expenses, to Holders
around January and July of each year. The Manager will decide whether a distribution is to bemade based on various factors, including dividend and/or interest income and/or capital gains
derived from the investments of the Fund and which is attributable to the SGD Class Units. In
addition to distributions to Holders out of distributable income and/or capital gains, the Manager
may make distributions to Holders out of the capital of the Deposited Property in accordancewith the provisions of the Trust Deed. Where distributions are paid out of capital, the NAV of
the SGD Class Units will be reduced and this will be reflected in the Redemption Price of theUnits of such Class. Holders redeeming their Units may therefore receive an amount less thantheir initial investment. Such distributions may also result in reduced future returns to Holders.
Distributions will only be paid to the extent that they are available for distribution pursuant to
the Trust Deed.
RMB Class Units
Currently, no distributions will be made for the RMB Class Units. Dividend and/or interest
income and/or capital gains derived from investments by the Fund which is attributable to the28

RMB Class Units will be reinvested and this will be reflected in the Redemption Price of theUnits of such Class.
30.

The Fund will not invest in warrants, commodities, precious metals and unlisted securities(except for the Index Securities and non-Index Securities which are generally traded OTC).

31.

The Fund may use or invest in financial derivative investments (“FDIs”) in accordance with the
Notice on the Sale of Investment Products and the Notice on Recommendations on Investment
Products and the Securities and Futures (Capital Markets Products) Regulations 2018 (for solong as the Units are Excluded Investment Products (“EIPs”)) and Appendix 1 of the CIS Code.
Such FDIs may include, but are not limited to, interest rate swaps, bond futures, forward
contracts, over-the-counter options, index futures and options. Subject to the provisions of the
Notice on the Sale of Investment Products and the Notice on Recommendations on Investment
Products and the Securities and Futures (Capital Markets Products) Regulations 2018 (for solong as the Units are EIPs), the Fund may use or invest in FDIs for the purposes of hedging
and/or efficient portfolio management. As at the date of this Prospectus, the Manager may but
currently does not intend to invest in FDIs for the SGD Class Units.

32.

Where the Fund uses or invests in FDIs, the global exposure of the Fund to financial derivatives
or embedded financial derivatives will not exceed 100% of the NAV of the Fund at all times.
Such exposure would be calculated using the Commitment Approach as described in, and inaccordance with the provisions of, Appendix 1 of the CIS Code.

33.

Where the Fund uses or invests in FDIs, the Manager shall ensure that the risks related to such
FDIs are duly measured, monitored and managed. The Manager will attempt to minimise therisks of investments in FDIs through careful selection of reputable counterparties andmonitoring of the Fund's derivatives positions on an ongoing basis. The Manager has therequisite expertise, experience and quantitative tools to manage and contain such investment
risks. In particular, the Manager has in place a comprehensive risk management framework toensure that the Fund’s risk exposure as a result of such FDIs would not be substantially
increased. The Manager will ensure that the risk management and compliance procedures andcontrols adopted are adequate and have been or will be implemented and that it has thenecessary expertise to control and manage the risks relating to the use of FDIs.

34.

The Manager has a dedicated and independent risk management team which oversees theindividual portfolio risks. The Manager’s portfolio risk management philosophy encompasses
the whole investment process from formulation to implementation. Risk management is an
integral part of the Manager’s investment process. The risks are quantified and broken down
into its components through tools employed by the risk management team and monitored
closely. Additionally, all open positions/exposure in derivatives will be marked to market at afrequency at least equal to the frequency of the NAV calculation of the Fund.

35.

The Fund may engage in securities lending or repurchase transactions in accordance with the
Notice on the Sale of Investment Products and the Notice on Recommendations on Investment
Products and the Securities and Futures (Capital Markets Products) Regulations 2018 (for solong as the Units are EIPs) and Appendix 1 of the CIS Code. Further details relating to securities
lending and repurchase transactions are set out in paragraph 157 of this Prospectus.
You should note that the Units are EIPs and prescribed capital markets products. Accordingly,
the Fund does not invest and will not invest in any product and does not engage and will not29

engage in any transaction which may cause the Units not to be regarded as EIPs and prescribed
capital markets products.
36.

The investment objective and policy of the Fund will be adhered to for at least three (3) years
following the issue of the first prospectus of the Fund, unless otherwise agreed by the Holders
by a special resolution in general meeting or unless such requirement to obtain Holders’agreement by special resolution is waived by the SGX-ST.

37.

Unlike "actively managed" unit trusts and mutual funds, in their management of the Fund, theManager does not attempt to outperform the Index nor does it seek temporary defensive
positions when markets decline or appear overvalued by some standards. Accordingly, a fall in
the Index may result in a corresponding fall in the NAV of the Fund.

38.

Investment restrictions. Under the CIS Code, the Fund is classified as an index fund and theFund will be subject to the investment guidelines for index funds set out in Appendix 5 of the
CIS Code as well as the investment guidelines in Appendix 1 of the CIS Code, save to theextent waived or permitted by the Authority. In addition, the Fund will also not invest in any
product and/or engage in any transaction which may cause the Units not to be regarded as
EIPs and prescribed capital markets products.

39.

Credit rating. The Manager has established a set of internal credit assessment standards andhas put in place a credit assessment process to ensure that its investments are in line withthese standards. The Manager's credit assessment process involves an assessment ofqualitative and quantitative factors of a bond's issuer to determine an internal credit rating.
Information on the Manager’s credit assessment process will be made available to investors
upon request.

40.

Under the terms of the Trust Deed, the Fund may at any time and from time to time borrow, on
a temporary basis for a borrowing period not exceeding one month, for the purposes of meeting
redemptions and bridging requirements. Aggregate borrowings for such purposes should notexceed ten per cent. (10%) of the NAV of the Fund at any given time.

41.

The base currency of the Fund is RMB and the Fund will issue Units denominated in RMB (forRMB Class Units) and SGD (for SGD Class Units).

VII

CPF INVESTMENT SCHEME

42.

The Fund is currently not included under the CPF Investment Scheme.

VIII

FEES AND CHARGES

43.

You will have to pay the following fees and charges:
For purchase and sale of Units on the SGX-ST using cash or SRS monies(a)

Subscription fee or preliminary
charge

-

Nil.

(b)

Redemption
charge

-

Nil.

or

realisation

30

(c)

Switching fee-

Not applicable.

(d)

Any other fee-

Cost of Dealing on the SGX-ST
If you deal on the SGX-ST, you will typically notbear any costs related to the creation andredemption of Units. However, you will need to
pay brokers' commissions, clearing fees andother costs associated with dealing on the
SGX-ST. These amounts are subject to yourindividual agreement with, and are paid directly
by you to, your broker, the CDP and your otherservice providers (including SRS operators).

For subscription and/or redemption of Units in cash by or through Participating Dealers(a)Subscription fee or preliminary
charge

-

Nil.

(b)

Redemption
charge

-

Nil.

(c)

Switching fee-

Not applicable.

(d)Duties and Charges-

Up to 0.50% of the subscription or redemption
amount (as the case may be) will be payable
to the Fund.

orrealisation

Under the terms of the Trust Deed, for subscription and/or redemption of Units incash, the Manager is entitled to charge Duties and Charges for the account of theFund which would be used to defray the Fund’s costs in the form of stamp duties,
brokerage fees, clearing fees and taxes in investing cash for assets or realising theFund’s assets for cash, to prevent the NAV of the Fund from being diluted by the hightransactional costs which would be incurred by the Fund. The Manager may, in its
absolute discretion, waive either absolutely or subject to such conditions as it deems
fit all or part of the Duties and Charges.
(e)

Any other fee-

You will also have to bear normal brokerage
and other fees charged by your stockbrokers.

For subscription and/or redemption of Units in-kind by or through Participating Dealers(a)Subscription fee or preliminary
charge

-

Nil.

(b)

Redemption
charge

-

Nil.

(c)

Switching fee-

Not applicable.

(d)Transaction Fee
Creation Request

for

each

-

Currently S$1,000 per request, subject to a
maximum of S$5,000 per request.

(e)Transaction Fee for
Redemption Request

each

-

Currently S$1,000 per request, subject to a
maximum of S$5,000 per request.

or

realisation31

Under the terms of the Trust Deed, for subscription and/or redemption of Units inkind, the Manager is entitled to charge the Participating Dealers a Transaction Fee
for the account of the Fund. The Transaction Fee would be used to defray the Fund’s
expenses in transfer and other administrative costs involved in creating Units. The
Transaction Fee is charged per request, regardless of the number of Creation Units
being created or redeemed. The Manager may, in its absolute discretion, waive either
absolutely or subject to such conditions as it deems fit all or part of the Transaction
Fee for Designated Market Makers of the Fund. Participating Dealers may require
the investors to bear the Transaction Fee.
(f)

44.

Any other fee-

You will also have to bear normal brokerage
and other fees charged by your stockbrokers.

The Fund will have to pay the following fees and charges out of its assets:(a)Management Fee-

0.15% per annum of the Deposited Property;
Maximum: 0.35% per annum of the Deposited
Property.
The Management Fee is retained by theManager as the Manager does not pay any
trailer fees with respect to the Fund.

(b)

Trustee Fee and Registrar Fee-

0.02% per annum of the Deposited Property;
Maximum: 0.10% per annum of the Deposited
Property.
Subject to a monthly minimum fee of S$1,500.

(c)

Custodian Fee-

0.023% per annum of the Deposited Property.
Subject to a monthly minimum fee of S$2,000.

(d)Administration Fee-

0.019% per annum of the Deposited Property.
Subject to a monthly minimum fee of S$2,000.

(e)

Other Fees and Charges-

Other fees and charges, including inter alia
auditors’ fees may each amount to or exceed

0.10% per annum, depending on the
proportion that each fee or charge bears to the
Deposited Property.
44A.

The Manager intends to cap the total expense ratio of the Fund at 0.30% per annum of the
Deposited Property. Any fees and expenses that are payable by the Fund and are in excess of
0.30% per annum of the Deposited Property will be borne by the Manager and not the Fund.

IX

RISKS

45.

The general risks of investing in the Fund are as follows:(a)

While the Manager believes that the Fund offers income revenue and potential for
capital appreciation, no assurance is given that these objectives will be achieved. You
should read this Prospectus and discuss all risks with your financial and legal advisers
before making an investment decision.

32

46.

(b)

Investments in the Fund are designed to produce returns over the long term and are
not suitable for short term speculation. You should be aware that the price of Units, andthe income from them, may go up as well as down, and that past performance is notnecessarily a guide to the future performance of the Fund. A possible loss of theprincipal invested cannot be ruled out.

(c)

The risks of investments made by a collective investment scheme include economic,
political, liquidity, regulatory, interest rate, credit, regulatory, currency, counterparty,
default and repatriation risks and risk of ratings downgrade.

(d)

Dealings in the Units and the calculation of the NAV thereof may be suspended incertain circumstances and the redemption of Units may be suspended or deferred incertain circumstances as provided for in the Trust Deed and described in Section XIIIof this Prospectus.

The specific risks of investing in the Fund are as follows:(a)Market risk. The price of securities comprised in the portfolio of the Fund and the Units,
and the income from them, may be influenced by political and economic conditions,changes in interest rates, the sovereign rating of the PRC, the earnings of the Chinese
policy banks whose bonds are comprised in the portfolio, and the market's perceptionof the bonds.

(b)

Liquidity risk. The extent of market liquidity is dependent on the size and state of themarkets and therefore affects the Fund's ability to acquire or dispose of assets at theprice and time it so desires. The Chinese treasury bonds and Chinese policy bankbonds trade over-the-counter (OTC) on the China Interbank Bond Market (CIBM).
Depending on the quotes available on the CIBM, the bonds may be thinly traded andilliquid and may result in redemption prices which adversely affect the NAV of the Fund.

(c)Interest rate risk and credit risk. Investments in bonds and other debt securities are
subject to interest rate fluctuations and credit risks, such as risk of default by the issuer,
and are subject to adverse changes in general economic conditions, the financial
condition of the issuer, or both, or a rise in interest rates, which may impair the issuer’s
ability to make payments of interest and principal, resulting in a possible default by theissuer.

(d)

Trading market in Redemption Securities. The Manager has the absolute discretion toaccept requests for the Creation and Redemption of Units in-kind. Units may beredeemed in-kind by Participating Dealers or by Holders through Participating Dealersin Redemption Unit size (currently 20,000,000 Units) or multiples thereof. Holders will
receive Redemption Securities (plus a cash payment of the Cash Redemption
Component (as described in paragraph 83 below) (if positive)). Holders may not beable to realise the value of Index Securities or non-Index Securities comprised in the
Redemption Securities received on a redemption of Units in a timely manner or at any
particular price if there is no liquid trading market for the Index Securities or non-Index
Securities. However, if the Manager determines in its sole discretion that any Index
Security or non-Index Security comprised in the Redemption Securities is likely to be
unavailable for delivery or available in insufficient quantity for delivery upon theredemption of any Redemption Unit by a Holder, then the Manager shall have the right33

in its sole discretion to pay cash equal to the Value of such Index Security or non-Index
Security in lieu of delivering such Index Security or non-Index Security to the Holder.
(e)Trading market in the Units. Although the Units are listed on the SGX-ST, you should
be aware that there may be no liquid trading market for the Units. There is no assurance
that active trading markets for Units will develop, nor is there a certain basis forpredicting the actual price levels at, or sizes in, which Units may trade.

(f)Minimum creation and redemption size. Units will only be issued or redeemed in-kindat the Manager’s discretion by or through Participating Dealers for the account ofinvestors and/or for their own account in Creation Unit or Redemption Unit
aggregations (currently 20,000,000 Units, and multiples thereof). Currently, Units will
only be issued and redeemed in cash by or through Participating Dealers for theaccount of investors and/or for their own account at a minimum of 50,000 Units. If you
do not hold Redemption Unit aggregations or at least the minimum redemption numberof Units (i.e. 50,000 Units), you will only be able to realise the value of your Units byselling your Units on the SGX-ST at the prevailing trading price of the Units. You shouldnote that the Participating Dealers are under no obligation to redeem your Units. It is
expected that most investors will dispose of their Units by selling them on the
SGX-ST.

(g)

Units may trade at prices other than NAV. The NAV per Unit of the Fund represents
the fair price for buying or selling Units. As with any listed fund, the secondary market
price of Units may sometimes trade above or below this NAV per Unit. The deviationfrom this NAV is dependent on a number of factors, but will be accentuated when there
is a large imbalance between market supply and demand for Units on the SGX-ST.
There is a risk, therefore, that Holders may not be able to buy or sell at a price close tothis NAV per Unit. However, since Units can be created and redeemed (in Creation
Unit or Redemption Unit aggregations or at a minimum of 50,000 Units (or such higher
number of Units in multiples of 1,000 Units) or such other number of Units or amountas the Manager may determine upon giving prior notice to the Trustee, at NAV), theManager believes that large discounts or premiums to the NAV of Units could not besustained in an efficient market that allows for arbitrageurs to exploit the difference
between trading prices and the NAV. The "bid/ask" spread (being the difference
between the prices being bid by potential purchasers and the prices being asked bypotential sellers) is another source of deviation from this NAV. The bid/ask spread canwiden during periods of market volatility or market uncertainty, thereby increasing thedeviation from this NAV.

(h)

Tracking error risk. Changes in the NAV of the Fund are unlikely to replicate exactly
changes in the Index due to various factors. Factors such as fees and expenses of theFund, liquidity of the market, imperfect correlation of returns between the Fund’s
securities and those in the Index, changes to the Index and regulatory policies may
affect the Manager’s ability to achieve close correlation with the Index. Imperfectcorrelation between the returns of portfolio securities and the Index is more likely tohappen to the extent that the Fund does not hold all the securities comprised in the
Index as it adopts a representative sampling strategy or invests in securities that are
non-Index Securities or invests in those Index Securities with different weighting fromthat of the Index. The Fund’s returns may therefore deviate from those of the Index.
However, a fall in the Index may result in a corresponding fall in the Value of the Fund.

34

(i)

Distributions risk. Investors should note that the income of the Fund (if any) may be
distributed to Holders at the absolute discretion of the Manager. Sources of income for
distribution include coupons, interest income and/or capital gains derived from theinvestments of the Fund. In addition to distributions to Holders out of distributable
income and/or capital gains, the Manager may, in the event that income and/or capitalgains are insufficient, make capital distributions to Holders at such time as they deem
fit in accordance with the provisions of the Trust Deed.
Where distributions are paid out of the capital of the Fund, the capital of the Fund will
be reduced and this will be reflected in the realisation price of the Units. Holders
redeeming their Units may therefore receive an amount less than their initial investment.
Such distributions may also result in reduced future returns to Holders.
As of the date of this Prospectus, distributions will only be made for SGD Class Units.

(j)Dependence upon trading market for Index Securities, Future Index Securities andFormer Index Securities. The existence of a liquid trading market for the Index
Securities may depend on whether there is supply of, and demand for, such Index
Securities. There is no assurance that there will be active trading in any of the Index
Securities. The price at which the Index Securities may be purchased or sold by theFund upon any rebalancing activities or otherwise and the Value of the Fund may be
adversely affected if trading markets for the Index Securities, Future Index Securities
and Former Index Securities are limited or absent.

(k)Lack of discretion of the Manager to adapt to market changes. The Index Securities
held by the Fund will passively reflect some, but not all of the bonds comprised in the
Index. Therefore, adverse changes in sovereign rating of the PRC or the financial
condition or performance of the corporates issuing such bonds included in the Index
will not result in the sale of the Chinese treasury bonds or Chinese policy bank bonds
and will be likely to affect adversely the Fund's Value and the trading price of the Units.
The Manager will have limited discretion to dispose the bonds from the Fund although
the Manager may substitute the bonds held by the Fund under the representative
sampling strategy adopted. A fall in the Index may result in a corresponding fall in the
Fund’s NAV.

(l)

Trading in Units on SGX-ST may be suspended. You will not be able to purchase or
sell Units on the SGX-ST during any period that the SGX-ST suspends trading in the
Units. The SGX-ST may suspend the trading of Units whenever the SGX-ST
determines that it is appropriate in the interests of a fair and orderly market to protect
investors. Subject to the provisions of the CIS Code, the creation and redemption ofUnits will also be suspended if the trading of Units on the SGX-ST is suspended.

(m)

Units may be delisted from SGX-ST. The SGX-ST imposes certain requirements forthe continued listing of securities, including the Units, on the SGX-ST. There is no
assurance that the Fund will continue to meet the requirements necessary to maintainthe listing of Units on the SGX-ST or that the SGX-ST will not change its listing
requirements. The Fund may be terminated if Units are delisted from the SGX-ST.

35

(n)

Reliance on Participating Dealers. Currently, the creation and redemption of Units canonly be effected by or through Participating Dealers for the account of investors and/or
for their own account. The number of Participating Dealers at any given time may belimited. You may not be able to submit creation or redemption requests through all theParticipating Dealers but at any one time, there will be at least one Participating Dealer
through whom you may submit creation or redemption requests. Participating Dealers
are however under no obligation to accept instructions to create or redeem Units on
your behalf. Subject to the provisions of the CIS Code, Participating Dealers will not beable to create or redeem Units during any period when, amongst other things, dealingson the SGX-ST are restricted or suspended, settlement or clearing of securities in thecentral clearing and settlement system established by the CDP is disrupted or clearing
and settlement of in-kind transactions on the system established by the SGX-ST is
disrupted or the Index is not compiled or published. In addition, subject to the provisionsof the CIS Code, Participating Dealers will not be able to create or redeem Units if someother event occurs which impedes the calculation of the Value of the Fund by theManager or during which delivery of Index Securities or disposal of the Fund's
investments cannot be effected normally.

(o)Suspension of creations and redemptions. Dealings of Units on the SGX-ST may notnecessarily be suspended if the creation and redemption of Units is temporarilysuspended by the Manager in accordance with the terms of the Trust Deed. If thecreation and redemption of Units is temporarily suspended, the trading price of theUnits may be adversely affected and differ from the market value of the Fund's assets.

(p)

Investing in derivatives. Subject to the provisions of the Notice on the Sale ofInvestment Products and the Notice on Recommendations on Investment Products andthe Securities and Futures (Capital Markets Products) Regulations 2018 (for so longas the Units are EIPs), the Manager may in its absolute discretion cause the Fund touse or invest in FDIs for the purpose of hedging and/or efficient portfolio management.
The Manager may cause the Fund to make use of FDIs as allowed in the CIS Code.
While the prudent and judicious use of FDIs by investment professionals can bebeneficial, FDIs involve risks different from, and in some cases, greater than, the riskspresented by more traditional investments. Some of the risks associated with FDIs aremarket risk, management risk, credit risk, liquidity risk, moratorium risk, capital control
risk, tax risk and leverage risk. Investments in FDIs may require the deposit of initial
margin and additional deposit of margin on short notice if the market moves against
the investment positions. If no provision is made for the required margin within theprescribed time, the Fund's investments may be liquidated at a loss. Therefore, it isessential that such investments in FDIs be monitored closely. The Manager has thenecessary expertise and controls for investments in FDIs and has in place systems tomonitor any derivative positions for the Fund.
The viability of exercising FDIs depends on the market price of the investments to which
they relate, and accordingly, the Manager may from time to time decide that it is notviable to exercise certain FDIs held by the Fund within the prescribed period, in whichcase, any costs incurred in obtaining the FDIs will not be recoverable. Additionally, themarket price of the relevant investment may not exceed the exercise price attached to
the FDI at any time during the exercise period or at the time at which the options are
exercised and in such an event, this may result in an immediate loss to the Fund.

36

(q)

Changes in the Index. The Index is subject to regular review and revisions.
Announcements that are made with respect to potential deletions from and additions
to the Index can affect the price of affected bonds and the Index as a whole. The Fundmay, under its representative sampling strategy, hold bonds issued by corporates that
may be deleted from the Index and may begin to acquire bonds issued by corporates
that may be added to the Index. The relative performance of these two groups of bonds
can have an adverse impact on the Fund.

(r)

Licence to use the Index may be terminated. The Manager has been granted a licenceby the current Index Licensor to use the ChinaBond ICBC 1-10 Year Treasury and
Policy Bank Bond Index as a basis for the composition of the Fund, and to use certain
trade names and trademarks associated with the ChinaBond ICBC 1-10 Year Treasury
and Policy Bank Bond Index. The Fund may not be able to achieve its objective andmay be terminated if the Licence Agreement is terminated and the Manager is unable
to identify or agree with the Index Licensor or any other index licensor terms for the useof a suitable replacement index that uses, in the opinion of the Manager, the same ora substantially similar formula for the method of calculation as the ChinaBond ICBC 110 Year Treasury and Policy Bank Bond Index. Any such replacement index will be
notified to Holders via SGXNET. Accordingly, you should note that the Fund’s ability to
track the Index depends on the Licence Agreement continuing in force or a suitablereplacement index being found.

(s)Termination of the Fund. The commercial success of the Fund is dependent on
attracting assets under management significantly larger than a traditional unit trust. If
the size of the Fund falls below USD 100 million (or its equivalent in any applicablecurrency) on any day falling two (2) years or more after the date of the Trust Deed, theManager may terminate the Fund.

(t)

Errors or inaccuracies in the Index. There may be inaccuracies, errors, omissions or
mistakes in the compilation or calculation of the Index, which may result in significant
deviations between the NAV of the Units and the Index. The accuracy andcompleteness of the calculation of the Index may be affected by, without limitation, theavailability and accuracy of prices for its constituent securities, market factors anderrors in its compilation. The Manager and the Trustee are not responsible or involvedin the compilation or calculation of the Index, and thus cannot be held responsible or
liable for any inaccuracies, errors, omissions or mistakes in such compilation or
calculation.

(u)

Risk associated with the investment strategy of the Fund. Unlike "actively managed"
unit trusts and mutual funds, in its management of the Fund, the Manager does not
attempt to outperform the Index nor does it seek temporary defensive positions whenmarkets decline or appear overvalued by some standards. Accordingly, a fall in the
Index may result in a corresponding fall in the NAV of the Fund.

(v)

Tax and regulatory risk. There may be PRC laws and regulations governing and taxes
imposed on the outward remittance by foreign investors of their share of net profits anddividends and the repatriation of their investments in a foreign currency.

(w)

Currency risk. As the investments of the Fund may be denominated in currencies otherthan RMB, fluctuations of the exchange rate of such currencies against the base37

currency of the Fund (i.e. RMB) may have an impact on the income of the Fund andaffect the value of the Units.
The Manager reserves the discretion to hedge, whether fully, partially or not at all, theforeign currency exposure of the Fund depending on the prevailing foreign exchange
rates, and in the event no hedging or partial hedging is made, the value of the Fund
may be affected. In the event that any such currency exposure is hedged, an active
hedging strategy is usually adopted. Currently, the Manager has no intention to hedge
the foreign currency exposure of the Fund.
In addition, as the Fund is denominated in RMB, foreign currency exchange rate
movements may affect the returns to investors in Singapore (who purchase Units
traded in either SGD or USD), and investors may be exposed to exchange rate risks.
In the event that any investments of the Fund are denominated in a currency other thanthe currency in which the relevant Class of the Fund is denominated, fluctuations in theexchange rates of the currency of the investment against the currency of denominationof the relevant Class may affect the net asset value of the relevant Class. The Manager
reserves the discretion to hedge, whether fully, partially or not at all, the currency
exposure of the assets of the Fund that are attributable to any of the Classes to therelevant currency in which it is denominated. In the event that any such currency
exposure is hedged, an active hedging strategy is usually adopted.
(x)

Dual currency trading risk. The RMB Class Units are traded in two different currencies
on the SGX-ST (i.e. RMB and US$). The price of the Units in the secondary currency(i.e. US$) is based on the price of the Units in the primary currency (i.e. RMB) converted
at the prevailing foreign exchange rate. Therefore, the performance of the Units in thesecondary currency may not be the same as that of the primary currency due tofluctuations in the foreign exchange rate between the RMB and US$.

(y)

Risks associated with investment in mainland China.
Economic, Political, Social and Government Policies Risks: The economy of thePeople’s Republic of China (the “PRC”), which has been in a state of transition from aplanned economy to a more market oriented economy, differs from the economies ofmost developed countries in many respects, including the level of government
involvement, its state of development, its growth rate, control of foreign exchange, andallocation of resources. Although the majority of productive assets in the PRC are still
owned by the PRC government at various levels, the PRC government has recently
implemented economic reform measures emphasising utilisation of market forces inthe development of the economy of the PRC and a high level of management autonomy.
While the PRC economy has experienced significant growth in the past 20 years, suchgrowth has been uneven both geographically and among various sectors of theeconomy. Economic growth has at times been accompanied by periods of high inflation.
The PRC government has implemented various measures from time to time to control
inflation and restrain the rate of economic growth.
Although the PRC government has carried out economic reforms to achieved
centralisation and utilisation of market forces to develop the economy of the PRC, there
can, however, be no assurance that the PRC government will continue to pursue sucheconomic policies or, if it does, that those policies will continue to be successful. Anysuch adjustment and modification of those economic policies may have an adverse
impact on the securities market in the PRC (including the value of the Chinese treasury

38

bonds and the Chinese policy bank bonds). Further, the PRC government may fromtime to time adopt corrective measures to control the growth of the PRC economy which
may also have an adverse impact on the capital growth and performance of the Fund.
Political changes, social instability and adverse diplomatic developments in the PRC
could result in the imposition of additional government restrictions affecting the market
for sovereign debt.
RMB Currency Risks: RMB is not a freely convertible currency as it is subject to foreignexchange control policies of the PRC government. Any devaluation of the RMB could
adversely affect the value of investors’ investments in the Fund. Investors whose basecurrency is not the RMB may be adversely affected by changes in the exchange ratesof the RMB.
Economic risk: Any instability or disruption in the economy of the PRC could have an
adverse impact on the performance of the Fund. Although the PRC has experienced
rapid economic growth in recent years, there can be no assurance that such growth willcontinue and that each sector of the economy will continue to grow at similar rates. In
particular, the PRC has been in a state of transition from a planned economy to amarket-oriented economy, which may result in a greater degree of economic instability
and uncertainty.
Legal and regulatory risk: The PRC government has been developing a comprehensive
system of commercial laws, and considerable progress has been made in introducing
laws and regulations dealing with economic matters such as foreign investment,
corporate organisation and governance, commerce taxation and trade. However, thelaws and regulations affecting securities markets are relatively new and evolving, andbecause of the limited volume of published cases and judicial interpretation and their
non-binding nature, interpretation and enforcement of these regulations involve
significant uncertainties. In addition, as the PRC legal system develops, no assurance
can be given that changes in such laws and regulations, their interpretation or theirenforcement will not have a material adverse effect on their business operations.
China Interbank Bond Market (CIBM) risk: Market volatility and potential lack of liquidity
due to low trading volume of certain debt securities in the China Interbank Bond Market
may result in prices of certain debt securities traded on such market fluctuating
significantly. The Fund is therefore subject to liquidity and volatility risks. The bid andoffer spreads of the prices of such debt securities may be large, and the Fund may
therefore incur significant trading and realisation costs and may even suffer losses
when selling such investments.
Investing in the China Interbank Bond Market via the Foreign Access Regime is also
subject to regulatory risks. The relevant rules and regulations on the regime are subject
to change which may have potential retrospective effect. In the event that the relevant
PRC authorities suspend account opening or trading on the China Interbank Bond
Market, the Fund’s ability to invest in the China Interbank Bond Market will be adversely
affected. In such event, the Fund’s ability to achieve its investment objective will be
negatively affected.
Operational and Settlement risk: The Fund may be exposed to risks associated withsettlement procedures and default of counterparties under the China Interbank Bond
Market. Many of the protections afforded to participants on some organised exchanges,
such as the performance guarantee of an exchange clearing house, may not be
available in connection with transactions on the China Interbank Bond Market which is39

an over-the-counter market. All trades settled through the China Central Depositary &Clearing Co., Ltd are on delivery versus payment basis i.e. the Fund will only pay thecounterparty upon receipt of the securities. If a counterparty defaults in delivering thesecurities, the trade may be cancelled and the Fund may need to find anothercounterparty to complete the transaction, which may be at a less favourable price andthus adversely affecting the value of the Fund. Any transaction via exchange markets
may also be subject to settlement delays.
PRC Tax Risk: There are risks and uncertainties associated with the current PRC tax
laws, regulations and practice in respect of capital gains and other income realised or
received by the Fund on its investments in the PRC (which may have retrospective
effect). Having taken and considered independent professional tax advice and inaccordance with such advice, the Manager decided that no withholding provision will
be made on the gross unrealised and realised capital gains derived from disposal of
PRC Index Securities.
It is possible that the applicable tax laws may be changed, that the PRC tax authorities
may hold a different view as to the enforcement of the PRC withholding tax collection
on capital gains. In such case the Fund will bear the actual tax liabilities as no tax
provision has been made. This may have an adverse impact to the Fund’s NAV. In thiscase, existing and subsequent investors will be disadvantaged as they bear for adisproportionately higher amount of tax liabilities as compared to the liability at the timeof investment in the Fund.
The above is not an exhaustive list of the risks which you should consider before
investing in the Fund. You should be aware that an investment in the Fund may be
exposed to other risks of an exceptional nature from time to time.
X

SUBSCRIPTION OF UNITS
How to purchase Units with cash or SRS monies

47.

(i)

You may apply for a minimum of 50,000 Units (or such higher number of Units in multiples
of 1,000 Units) or such other number of Units or investment amount as may be
determined from time to time by the Manager upon giving prior written notice to theTrustee, using cash (but not SRS monies) through Participating Dealers on any Cash
Dealing Day. You may obtain a list of the Participating Dealers from the Manager.

(ii)

If you wish to acquire less than 50,000 Units, you may only acquire Units in lots of 10
Units on the SGX-ST using cash or SRS monies. You may buy Units on the SGX-ST
through brokers in the same way as how you may buy shares in companies listed on the
SGX-ST. Subject to the applicable terms and conditions imposed by the relevant SRS
operator and any relevant competent authority, if you wish to subscribe for Units with yourSRS monies, you will have to give a written authorisation to the relevant SRS operator
for monies to be withdrawn from your SRS account to pay for the subscription of Units.

Trading Units on the SGX-ST
48.

Units of the Fund are listed for trading on the secondary market on the SGX-ST. Units can bebought and sold throughout the trading day like other publicly traded shares. There is no
minimum investment. Although Units are generally purchased and sold in “board lots” of 10
Units, brokerage firms may permit investors to purchase or sell Units in smaller “odd-lots”,

40although prices of Units traded in “odd-lots” may differ slightly from Units purchased and soldin “board lots”. When buying or selling Units through a broker, investors will incur customarybrokerage commissions and charges and stamp duty, and investors may pay some or all of the
spread between the bid and the offered price in the secondary market on each leg of a roundtrip (purchase and sale) transaction. Unit prices are quoted and traded on the SGX-ST in RMB
and USD (for RMB Class Units) and SGD (for SGD Class Units).
49.

Payment for Units may be made as stipulated by the Participating Dealers from time to time.
In respect of institutional investors and Designated Market Makers, an investment form may also
be obtained directly from the Participating Dealers and, once duly completed, forwarded by theParticipating Dealers to the Registrar, together with the subscription monies in respect of theapplication for Units.

50.

Notwithstanding anything in this Section X, the Manager shall retain the absolute discretion toaccept or reject any application for Units (including, but not limited to, rejecting any application
for Units that is received or deemed received by the Registrar on or before the Dealing Deadlineof a Cash Dealing Day that is also an Ex. Dividend Date). If an application for Units is rejectedby the Manager, the application monies shall be refunded (without interest) to you within areasonable time in such manner as the Manager shall determine. No certificates will be issued
by the Manager.

51.

The minimum investment for the Fund in respect of cash subscriptions through Participating
Dealers is 50,000 Units (or such higher number of Units in multiples of 1,000 Units) or suchother number of Units or investment amount as may be determined from time to time by theManager upon giving prior notice to the Trustee.

52.
The amount that you will have to pay for the number of Units applied for is calculated bymultiplying the number of Units applied for by the Issue Price of the Units of the relevant Class
together with any Duties and Charges. The Issue Price of the Units of the relevant Class shallbe ascertained as follows:(i)by dividing the Value of the Deposited Property attributable to such Class as at the
Valuation Point of the relevant Cash Dealing Day on which applications for Units are
deemed to be received and accepted by the Manager by the number of Units then inissue and deemed to be in issue; and(ii)

by rounding the resulting total per Unit to the nearest four (4) decimal places.

The Manager may add to the Issue Price calculated (but not include within it) such sum (if any)as the Manager may consider represents the appropriate provision for Duties and Charges,
which shall be for the account of the Fund. The Issue Price shall be calculated in RMB (for RMBClass Units) and SGD (for SGD Class Units). The Issue Price shall be based on forward pricing
which means that the Issue Price of the Units shall not be ascertainable at the time of application
for Units.
53.

Requests for subscription of Units using cash must reach the Registrar on or before the Dealing
Deadline for the Cash Dealing Day (12 noon (Singapore time) or such other time as theManager may determine with the prior approval of the Trustee and prior notification to the41

Holders at such time and in such manner as the Trustee may require). If the request for
subscription of Units using cash is received and accepted by the Registrar after the Dealing
Deadline, it shall be deemed to be received and accepted by the Registrar on or before the
Dealing Deadline for the next Cash Dealing Day. You may obtain the Issue Price on the next
Business Day from the Manager’s website at www.nikkoam.com.sg.
54.

The following is an illustration of the amount that you will have to pay based on an investmentof 50,000 Units through a Participating Dealer and a notional Issue Price of S$1.0500 (for SGD
Class Units) (the actual Issue Price of the Units will fluctuate according to the Value of the
Deposited Property and the number of Units then in issue):
50,000 Units
Number ofUnits proposed
to besubscribedx

S$1.0500
Notional
Issue Price= S$52,500.00+

S$262.50
DutiesandCharges*=

S$52,762.50
Total amountpayable byyou*** Assuming that you are charged 0.50% of the subscription amount by the Manager. You shouldnote that in addition to such Duties and Charges, you will also have to bear all brokerage fees
charged by your stockbrokers.
** You should note that there may be additional fees and charges (including brokerage fees
and charges) payable to the Participating Dealers (as may be determined by the relevant
Participating Dealer). The above numerical example has not included the applicable fees andcharges payable by you (if any). You should therefore consult the relevant Participating Dealer
for the actual amount of all fees and charges that would be payable to the Participating Dealer
for assisting you with your subscription application. You should also note that in addition to any
additional fee and charges payable to the Participating Dealers, you will also have to bear all
brokerage fees charged by your stockbrokers.
The price of Units traded on SGX-ST shall be based on their market prices throughout thetrading day for SGX-ST.
You should note that all bank charges (if any) payable in connection with your subscription ofUnits and the refund of the balance subscription monies (if any) will be borne by you.
55.

Applications for subscription of Units using cash will only be accepted and processed if theapplication monies and/or the Duties and Charges in respect of that application have been
received in full in cleared funds by or to the order of the Trustee by no later than the second
Dealing Day after the relevant Cash Dealing Day, or such other number of Dealing Days after
the relevant Cash Dealing Day as may be determined and agreed between the Trustee and theManager ("Cash Settlement Date").
If the above is not satisfied, the application for subscription of Units will be cancelled.
Participating Dealers will be liable to pay a cancellation fee of such amount as the Manager
may from time to time determine to represent the Duties and Charges, the administrative costs
involved in processing the application and purchasing and/or selling any Investments, interest
costs incurred by the Fund and any losses arising in respect of the Fund’s purchase and saleof Investments in connection with such cancellation (including the difference between the NAVof the Units on the Cash Settlement Date compared to the relevant Cash Dealing Day).

42

56.

The Issue Price excludes any subscription fee or preliminary charge as no subscription fee or
preliminary charge is payable.
How to subscribe for Units in-kind

57.

You may, through the Participating Dealers, submit Creation Requests to the Registrar on every
Dealing Day for in-kind subscription of Units but it is expected that investors who wish to acquire
Units in smaller lot sizes will do so by trading in the Units on the SGX-ST. You may obtain a listof the Participating Dealers through whom you may submit Creation Requests or Redemption
Requests from the Manager. The Manager has the absolute discretion to accept requests for
the Creation of Units in-kind.

58.

The Manager may issue blocks of 20,000,000 Units (each a "Creation Unit") or multiples
thereof on every Dealing Day to Participating Dealers at the Issue Price for that Creation Unit.
The Issue Price for the Creation Unit of a Class shall be ascertained as follows:(i)by dividing the Value of the Deposited Property attributable to that Class at the
Valuation Point of the relevant Dealing Day on which applications for Creation Units
are deemed to be received by the Manager by the number of Units then in issue anddeemed to be in issue;(ii)

by adjusting the resulting total per Unit to the nearest four (4) decimal places; and(iii)

by multiplying the resulting total by the number of Units comprising a Creation Unit
aggregation.

The Manager may add to the Issue Price calculated (but not include within it) such sum (if any)as the Manager may consider represents the appropriate provision for the Transaction Fee,
which shall be for the account of the Fund. The Issue Price for the Creation Unit shall becalculated in RMB (for RMB Class Units) and SGD (for SGD Class Units). The Issue Price for
the Creation Unit shall be based on forward pricing which means that the Issue Price of theUnits shall not be ascertainable at the time of request to create the Creation Unit.
Procedures for creation of Units
59.

If you wish to create Units by subscribing for Units in-kind, you must approach a Participating
Dealer to do so on your behalf. The Participating Dealer may require you to complete a form.
In addition, the Participating Dealer may request that you make certain representations or enter
into agreements with respect to the order, for example, to provide for payments of cash, whenrequired. You should be aware that your broker or dealer may not have executed a Participant
Agreement and that, therefore, your broker or dealer may have to place orders to create Units
through a Participating Dealer that has entered into a Participant Agreement. In such cases,
you may have to pay additional charges. At any given time, there may be only one or a limited
number of Participating Dealers through whom you may submit Creation Requests.

60.

Creation Requests received from Participating Dealers and accepted by the Manager on or
before the Dealing Deadline on each Dealing Day (i.e. 5.30 pm (Singapore time) or such othertime as the Manager may determine with the prior approval of the Trustee and prior notification
to the Holders at such time and in such manner as the Trustee may require) will be processed43

at that Dealing Day’s Issue Price as calculated in accordance with paragraph 58 of thisProspectus. Creation Requests received from Participating Dealers after the Dealing Deadline
or on a day which is not Dealing Day shall be deemed to be received by the Registrar on or
before the Dealing Deadline for the next Dealing Day. If you place an order for Units, you should
afford sufficient time for the order to be properly submitted by the Participating Dealers to theRegistrar prior to the Dealing Deadline on the relevant Dealing Day.
61.

When submitting the Creation Request, the Participating Dealer should tender to the Trustee
the Index Securities and non-Index Securities as comprising a Deposit Basket for each Creation
Unit no later than two (2) Dealing Days following the relevant Transaction Date, or such othernumber of Dealing Days following the relevant Transaction Date as may be determined andagreed between the Trustee and the Manager (the "Settlement Date") in accordance with theterms of the Participant Agreement. The delivery of Units properly applied for will occur inaccordance with the terms of the Participant Agreement which is normally no later than the
Settlement Date in accordance with the terms of the Participant Agreement.

62.

The issue of Units in Creation Unit aggregations will only be done if the following are satisfied:(i)the Index Securities and non-Index Securities delivered to the Trustee in respect of thatissue of Units, in Creation Unit aggregations, have been approved by the Manager ascomprising a Deposit Basket with respect to the relevant Transaction Date;(ii)

the aggregate of (a) the Value of the Index Securities and non-Index Securities at the
Valuation Point on the relevant Transaction Date delivered to the Trustee and (b) theamount of cash paid to or to the order of the Trustee in respect of the Cash Issue
Component for the Creation Unit aggregation (as described in paragraph 63 below) isequal to the Issue Price for that Creation Unit aggregation;(iii)

the Index Securities and non-Index Securities have been vested upon the trusts of theTrust Deed in the Trustee to the Trustee’s satisfaction or satisfactory evidence of title
and instruments of transfer shall have been produced to or to the order of the Trustee
by such time and date as determined therefor by the Manager in its discretion, provided
that such date shall occur no later than the relevant Settlement Date; and(iv)

the full amount of the Cash Issue Component and Transaction Fee in respect of that
Creation Unit size shall have been received in full in cleared funds by or to the order of
the Trustee by such time and date as determined therefor by the Manager in its
discretion, provided that such date shall occur no later than the relevant Settlement
Date.

If any of the above is not satisfied, the Creation Request will be cancelled. Participating Dealers
will be liable to pay a cancellation fee of such amount as the Manager may from time to time
determine to represent the Transaction Fee, the administrative costs involved in processing theCreation Request, purchasing and/or selling any Investments, and redelivering any Index
Securities and non-Index Securities, interest costs incurred by the Fund and any losses arisingin respect of the Fund’s purchase and sale of Investments in connection with such cancellation(including the difference between the NAV of the Units on the Settlement Date compared to therelevant Dealing Day).

44

63.

The Cash Issue Component of a Creation Unit is the difference between the Issue Price of theCreation Unit as calculated in paragraph 58 and the Value of the Index Securities and nonIndex Securities constituting a Deposit Basket on the relevant Transaction Date delivered to
the Trustee. If the Cash Issue Component (after taking into account the Transaction Fee) is anegative amount no cash shall be payable or paid by a Participating Dealer, but a cash amountequal to the negative amount shall be paid by the Trustee to the Participating Dealer no later
than two (2) Dealing Days following the relevant Transaction Date, or such other number of
Dealing Days following the relevant Transaction Date as may be determined and agreed
between the Trustee and the Manager.
Acceptance of orders for Creation Unit aggregations

64.

The Manager reserves the absolute right without giving any reason therefor to reject a Creation
Request transmitted to the Registrar (including, but not limited to, rejecting any Creation
Request that is received or deemed received by the Registrar on or before the Dealing Deadlineof a Dealing Day that is also an Ex. Dividend Date). The Manager currently intends to reject aCreation Request if:(i)the order is not in proper form; or(ii)

under applicable law or regulation, the applicant (on whose behalf the Participating
Dealer is acting) is not eligible to subscribe for, purchase or hold Units, or in thediscretion of the Trustee or the Manager the purchase or holding of Units by theapplicant might result in the Fund, the Manager or the Trustee incurring any liability to
tax or suffering any other financial disadvantage or becoming subject to any law or
regulation which they might not otherwise have incurred or suffered or become subject
to.

The Registrar will notify the Participating Dealer of any rejection of an order placed by that
Participating Dealer. The Manager is under no duty to provide reasons for rejecting a Creation
Request in respect of the Fund.
65.

The Manager may, with the prior approval of the Trustee, at its discretion change the numberof Units comprising a Creation Unit aggregation for the purpose of effecting creations of Units.
Applicable to subscribing for Units in cash and in-kind

66.

For every successful application for Units, the relevant Participating Dealer will be sent a
confirmation detailing the number of Units allotted within seven (7) Business Days of the receiptof the application by the Registrar. All Units created through subscription of Units by or throughthe Participating Dealers will be entered on the records of CDP in the name of the relevant
Participating Dealer or its nominee.

67.

No Units will be issued and no application for subscription of Units or Creation Request will be
accepted during any period when the creation and redemption of Units is suspended (seeSection XIII below).

45

XI

REALISATION OF UNITS
How to sell Units for cash or Units which were purchased with SRS monies
68.

(i)
You may apply to redeem 50,000 Units (or such higher number of Units in
multiples of 1,000 Units) or such other number of Units or redemption amount as may
be determined from time to time by the Manager upon giving prior notice to the Trustee,
for cash (but not SRS monies) on any Cash Dealing Day through Participating Dealers.

(ii)

If you wish to dispose of less than 50,000 Units, you may sell your Units which werepurchased with cash or SRS monies on the SGX-ST through brokers in the same way
as how you may sell shares in companies listed on the SGX-ST.

Trading Units on the SGX-ST
Units of the Fund are listed for trading on the secondary market on the SGX-ST. Units can bebought and sold throughout the trading day like other publicly traded shares. There is no
minimum investment. Although Units are generally purchased and sold in “board lots” of 10
Units, brokerage firms may permit investors to purchase or sell Units in smaller “odd-lots”,
although prices of Units traded in “odd-lots” may differ slightly from Units purchased and soldin “board lots”. When buying or selling Units through a broker, investors will incur customarybrokerage commissions and charges and stamp duty, and investors may pay some or all of the
spread between the bid and the offered price in the secondary market on each leg of a roundtrip (purchase and sale) transaction. Unit prices are quoted and traded on the SGX-ST in RMB
and USD (for RMB Class Units) and SGD (for SGD Class Units).
69.

A Holder of 50,000 Units or more may redeem Units pursuant to paragraph 68(i) above throughcompleting the redemption request (or such other form as the Manager may approve from time
to time) and forwarding the same to the Participating Dealers. However, if you have applied tosubscribe for Units using cash on any Cash Dealing Day, you shall not be entitled to redeem
the Units to be issued to you until after the Cash Settlement Date in respect of that Cash Dealing
Day.

70.

There is no minimum holding amount for the Units. The minimum redemption number of Units
in respect of cash redemptions through Participating Dealers is 50,000 Units (or such higher
number of Units in multiples of 1,000 Units) or such other number of Units or amount as may
be determined from time to time by the Manager upon giving prior notice to the Trustee.
However, if the Units cease at any time to be listed on the SGX-ST and any other stock
exchange on which the Units may be listed or quoted on for a continuous period of 30 days,
subject to paragraph 90 the Manager will, within 14 days from the end of such 30 day period,
commence accepting redemption requests made directly by Holders subject to the provisionsof the Trust Deed, and if the Units are subsequently re-listed on the SGX-ST or a stock
exchange, the Manager may, on reasonable notice given to Holders, again require redemption
requests to be made only through Participating Dealers. Holders with less than the minimum
redemption number of Units may sell their Units for cash by trading the Units on the SGX-ST.

71.

The net realisation proceeds are calculated by multiplying the number of Units to be redeemedby the Redemption Price of the Units of a Class on the relevant Cash Dealing Day which shallbe ascertained as follows:

46

(i)

by dividing the Value of the Deposited Property attributable to such Class at the
Valuation Point of the relevant Cash Dealing Day on which applications to redeem Units
are deemed to be received and accepted by the Manager by the number of Units thenin issue and deemed to be in issue; and(ii)

by adjusting the resulting total per Unit to the nearest four (4) decimal places.

The Manager may deduct from the realisation proceeds such sum (if any) as the Manager may
consider represents the appropriate provision for Duties and Charges, which shall be for theaccount of the Fund. The Redemption Price shall be calculated in RMB (for RMB Class Units)
and SGD (for SGD Class Units) and shall be based on forward pricing which means that the
Redemption Price of the Units shall not be ascertainable at the time of application to redeem
Units.
72.

Applications to redeem Units for cash must reach the Registrar on or before the Dealing
Deadline on the Cash Dealing Day (i.e. 12 noon (Singapore time) or such other time as theManager may determine with the prior approval of the Trustee and prior notification to theHolders at such time and in such manner as the Trustee may require). If the request to redeem
Units for cash is received and accepted by the Registrar after the Dealing Deadline, it shall bedeemed to be received and accepted by the Registrar on or before the Dealing Deadline for the
next Cash Dealing Day. You may obtain the Redemption Price on the next Business Day from
the Manager’s website at www.nikkoam.com.sg.

73.

The following is an illustration of the realisation proceeds that you will receive based on aredemption of 50,000 Units through a Participating Dealer and a notional Redemption Price of
S$1.1000 (for SGD Class Units) (the actual Redemption Price of the Units will fluctuate
according to the Value of the Deposited Property and the number of Units then in issue).
50,000No. of Units
Redeemedx

S$1.1000= S$55,000.00

Notional
Redemption
Price

Gross
Realisation
Proceeds−

S$275.00
Duties andCharges*=

S$54,725.00
Net Realisation
Proceeds* Assuming that you are charged 0.50% of the redemption amount by the Manager. You shouldnote that in addition to such Duties and Charges, you will also have to bear all brokerage fees
charged by your stockbrokers.
The price of Units traded on SGX-ST shall be based on their market prices throughout thetrading day for SGX-ST.
74.

Where Units are to be redeemed for cash, but subject as provided in paragraphs 90 and 91,
the Manager shall proceed to effect any sales of Investments necessary to provide the cash
required to pay the realisation proceeds and notify the Trustee that those Units are to beredeemed and cancelled. In such event the Fund shall be reduced by the cancellation of those
Units on the Cash Settlement Date and for settlement on that Cash Settlement Date the Trustee
shall pay the realisation proceeds to the relevant Holder. Notwithstanding the foregoing, norealisation proceeds shall be paid unless Units, the subject of the application to redeem Units
for cash, have been delivered to the Trustee for redemption by such time on the Cash
Settlement Date as the Trustee and the Manager shall for the time being prescribe. If Units are47

not delivered to the Trustee for redemption in accordance with the foregoing: (i) the application
for redemption for cash shall be deemed never to have been made (except that the Duties andCharges shall remain due and payable) and (ii) the Manager may, but shall not be bound to,charge the Holder's Participating Dealer (for the account of the Fund) a cancellation fee of suchamount as it may from time to time determine to represent the administrative costs involved inprocessing the redemption request, purchasing and/or selling any Investment and redelivering
any Units, and any losses arising in respect of the Fund’s sale and purchase of Investments
and any interest costs incurred by the Fund in connection with such failed redemption. In
addition, the Manager may, but shall not be bound to require the Holder's Participating Dealer
to pay to the Trustee for the account of the Fund in respect of each Unit, the subject of theapplication for redemption of Units for cash, the amount (if any) by which the Redemption Priceof each such Unit on the relevant Cash Dealing Day is less than the Issue Price which would
have applied in relation to each such Unit as if the Manager had received on the relevant Cash
Settlement Date in relation to such Units to be redeemed an application from such Holder'sParticipating Dealer for the subscription of such Units in accordance with the relevant provisionsof Section X of this Prospectus.
75.

The Redemption Price excludes any realisation charge as no realisation charge is payable.

76.

Payment will be made within two (2) Business Days after the relevant Cash Dealing Day, orsuch other number of Business Days after the relevant Cash Dealing Day as may be
determined and agreed between the Trustee and the Manager, subject to the provisions of theTrust Deed. The net realisation proceeds shall be paid to the Participating Dealer.
How to redeem Units in-kind

77.

You may, through the Participating Dealers, submit Redemption Requests on every Dealing
Day for in-kind redemption of Units but it is expected that smaller investors who wish to redeem
Units will do so by trading in the Units on the SGX-ST. The Manager has the absolute discretionto accept requests for the Redemption of Units in-kind.

78.

The Manager may determine and designate the Index Securities and non-Index Securities
comprising the Redemption Basket applicable to requests to redeem Units in Redemption Unit
aggregations submitted with respect to each Dealing Day. The Manager may permit theredemption of a Redemption Unit or multiples thereof on every Dealing Day by Participating
Dealers at the Redemption Price for that Redemption Unit. On receipt of a Redemption Request
by the Registrar from a Participating Dealer on behalf of a Holder which complies with therequirements as set out in paragraph 84 below, the Manager shall effect the redemption of theUnits, in Redemption Unit aggregations, specified in the Redemption Request for proceeds
equivalent to the Redemption Price of the number of Redemption Unit aggregations to beredeemed, such proceeds to be paid by way of a transfer by or on behalf of the Trustee in
specie of the Redemption Securities and payment by or on behalf of the Trustee in cash of the
Cash Redemption Component (if positive) determined as at the Transaction Date. The
Redemption Price of a Class for a Redemption Unit aggregation shall be ascertained as follows:(i)by dividing the Value of the Deposited Property attributable to such Class at the
Valuation Point of the relevant Dealing Day on which applications to redeem the
Redemption Unit are deemed to be received by the Manager by the number of Unitsthen in issue and deemed to be in issue;

48

(ii)

by adjusting the resulting total per Unit to the nearest four (4) decimal places; and(iii)

by multiplying the resulting total by the number of Units comprising a Redemption
Unit aggregation.

The Manager may set off against any Cash Redemption Component payable to a Participating
Dealer such sum (if any) as the Manager may consider represents the appropriate provision for
the Transaction Fee, which deduction shall be for the account of the Fund. To the extent that
the Cash Redemption Component is insufficient to pay such Transaction Fee payable on such
redemption, the Participating Dealer shall promptly pay the shortfall in RMB (for RMB Class
Units) and SGD (for SGD Class Units) to or to the order of the Trustee and the Trustee shallnot be obliged to deliver (and shall have a general lien over) the Redemption Securities until
such shortfall is paid in full to or to the order of the Trustee. The Redemption Price for the
Redemption Unit shall be based on forward pricing which means that the Redemption Price of
the Units shall not be ascertainable at the time of request to redeem the Redemption Unit.
Procedures for redemption of Units in-kind79.

If you have applied to subscribe for Units in-kind on any Dealing Day, you will not be entitled toredeem the Units to be issued to you until after the Settlement Date in respect of that Dealing
Day. If you wish to redeem Units in-kind, you must approach a Participating Dealer to do so on
your behalf. The Participating Dealer may require you to complete a form. In addition, theParticipating Dealer may request that you make certain representations or enter into
agreements with respect to the order, for example, to provide for payments of cash, whenrequired. You should be aware that your broker or dealer may not have executed a Participant
Agreement and that, therefore, your broker or dealer would have to place orders to redeem
Units through a Participating Dealer that has entered into a Participant Agreement. In suchcases, you may have to pay additional charges. At any given time, there may be only one or alimited number of Participating Dealers through whom you may submit Redemption Requests.

80.

Redemption Requests received from Participating Dealers and accepted by the Registrar on or
before the Dealing Deadline on each Dealing Day (i.e. 5.30 pm (Singapore time) or such othertime as the Manager may determine with the prior approval of the Trustee and prior notification
to the Holders at such time and in such manner as the Trustee may require) will be processedat that Dealing Day’s Redemption Price as calculated in accordance with paragraph 78 of thisProspectus. Redemption Requests received from Participating Dealers after the Dealing
Deadline or on a day which is not a Dealing Day shall be deemed to be received by the Registrar
on or before the Dealing Deadline for the next Dealing Day. If you place an order to redeem
Units, you should afford sufficient time for the order to be properly submitted by the Participating
Dealers to the Registrar prior to the Dealing Deadline on the relevant Dealing Day.

81.

The Index Securities and non-Index Securities comprising the Redemption Basket("Redemption Securities") distributable and the Cash Redemption Component payable (lessany amount set-off pursuant to paragraph 78) to the Participating Dealer in respect of theredemption of Units may be transferred or paid sooner but shall, subject to the provisions ofparagraphs 90 and 91 of this Prospectus, be distributable and payable on the Settlement Datein accordance with paragraph 82 provided that the Manager shall have received theRedemption Request duly signed (to the satisfaction of the Manager) by such Participating
Dealer, and provided further that the Units, which are the subject of the Redemption Request,
have been delivered in accordance with paragraph 82 and the full amount of the Cash49

Redemption Component (if negative) and any Duties and Charges and the Transaction Fee
payable have been deducted and set-off or otherwise paid in full. For the purposes of thisparagraph 81, the Holder on whose behalf a redemption application is made by a Participating
Dealer hereby authorises (i) the transfer of the Redemption Securities by book entry to thedesignated stock account and (ii) the payment of the Cash Redemption Component by bookentry payment to the designated cash account or by telegraphic transfer to a bank account in
the name or to the order, in each case, of that Participating Dealer by or through whom that
Redemption Request was made. The Cash Redemption Component shall be paid in RMB (forRMB Class Units) and SGD (for SGD Class Units) and, if paid by telegraphic transfer, shall be
paid to such bank account(s) determined by the Manager.
82.

Where Units are to be redeemed on any Settlement Date, but subject as provided in paragraphs
90 and 91, the Manager shall proceed to effect any sales of Investments necessary to provide
the cash required to pay the Cash Redemption Component (if applicable) and notify the Trusteethat those Units are to be redeemed and cancelled. In such event (but subject as provided
below) the Fund shall be reduced by the cancellation of those Units on that Settlement Dateand (subject as otherwise provided in the Trust Deed including, without limitation, Clause 14.9of the Trust Deed) for settlement on that Settlement Date (or such later date as may from time
to time be determined by the Manager with the consent of the Trustee) the Trustee shall transfer
the applicable Redemption Securities out of the Deposited Property to or to the order of theParticipating Dealer through which the redeeming Holder made his Redemption Request andshall pay the Cash Redemption Component (with such deductions as are permitted by the Trust
Deed) to the relevant Holder within two (2) Dealing Days after the relevant Dealing Day, or suchother number of Dealing Days after the relevant Dealing Day as may be determined and agreed
between the Trustee and the Manager. Notwithstanding the foregoing, no Redemption
Securities shall be delivered and no Cash Redemption Component shall be paid unless Units,
the subject of the Redemption Request, have been delivered to the Trustee for redemption bysuch time on the Settlement Date as the Trustee and the Manager shall for the time beingprescribe for such Redemption Request. The Manager, with prior approval of the Trustee, may
at its discretion extend the settlement period, such extension to be on such terms andconditions (including as to the payment of any fees it may determine to represent theadministrative costs involved in extending the Settlement Date) as the Manager may determine.
If Units are not delivered to the Trustee for redemption in accordance with the foregoing: (i) the
Redemption Request shall be deemed never to have been made (except that the Transaction
Fee therefor shall remain due and payable) and (ii) the Manager may, but shall not be boundto, charge the Holder's Participating Dealer (for the account of the Fund) a cancellation fee ofsuch amount as it may from time to time determine to represent the administrative costs
involved in processing the Redemption Request, purchasing and/or selling any Investments
and redelivering any Units, and any losses arising in respect of the Fund’s sale and purchaseof Investments and any interest costs incurred by the Fund in connection with such failed
redemption. In addition, the Manager may, but shall not be bound to, require the Holder'sParticipating Dealer to pay to the Trustee for the account of the Fund in respect of each Unit,
the subject of the Redemption Request, the amount (if any) by which the Redemption Price ofeach such Unit on the relevant Dealing Day is less than the Issue Price which would haveapplied in relation to each such Unit as if the Manager had received on the date on which such
Units were to be redeemed an application from such Holder's Participating Dealer for thecreation of such Units in accordance with the provisions of Clause 11 of the Trust Deed.

83.

The Cash Redemption Component of a Redemption Unit is the difference between the
Redemption Price of the Redemption Unit calculated in accordance with paragraph 78 of this50

Prospectus and the Value of the Index Securities and non-Index Securities constituting a
Redemption Basket.
Acceptance of orders for redemption of Redemption Unit aggregations
84.

To be effective, a Redemption Request:(i)must be given to the Manager by a Participating Dealer in accordance with the relevant
Participant Agreement;(ii)

must specify the (round) number of Redemption Unit aggregations the subject of the
Redemption Request; and(iii)

may not be in respect of Units other than as comprising a Redemption Unit aggregation.

85.

A Redemption Request once given cannot be revoked or withdrawn without the consent of theManager.

86.

The Manager may from time to time in its absolute discretion substitute an amount of cash to
replace any Index Security and non-Index Security comprised in a Redemption Basket inconnection with a request to redeem any Redemption Unit aggregation. If the Manager
exercises such discretion, the cash in lieu amount shall be equal to the Value of such
substituted Index Securities or non-Index Securities and shall comprise part of the Cash
Redemption Component and each such substituted Index Security or non-Index Security shallbe deemed not to be a Redemption Security comprising part of the Redemption Basket. The
Manager shall be entitled in its discretion to charge (for the account of the Fund) to the applicant
of any Units for which cash is paid in lieu of delivering any Redemption Securities such
additional sum it may consider represents the appropriate provision for Duties and Charges.
Applicable to redeeming Units in cash and in-kind

87.

The Manager shall be entitled to limit the total number of Units which Holders are entitled toredeem on a Dealing Day to ten per cent. (10%) (or such higher percentage as the Manager
may determine in any particular case) of the total number of Units in issue (disregarding any
Units which have been agreed to be issued), such limitation to be applied (subject as provided
in the last sentence of this paragraph) pro rata to all Participating Dealers who have validly
requested redemptions to be effected on such Dealing Day so that the proportion redeemed ofeach holding so requested to be redeemed is the same for all Participating Dealers. Any Units
which, by virtue of the powers conferred on the Manager hereby, are not redeemed in respectof a particular Dealing Day (a "first relevant Dealing Day") shall be carried forward forredemption (subject to any further application of the provisions of this paragraph) on the Dealing
Day next following the first relevant Dealing Day (such Dealing Day shall be referred to as a"second relevant Dealing Day"). The Manager will inform the Participating Dealers of Units
the redemption of which has been deferred within one Business Day after the first relevant
Dealing Day and that (subject as aforesaid) they shall be redeemed on the second relevant
Dealing Day. If on the second relevant Dealing Day the Manager shall decide to apply thelimitation described in the first sentence of this paragraph, Units the subject of redemption
requests first carried forward from the first relevant Dealing Day shall then (subject to theapplication of such limitation) be redeemed in priority to Units the subject of redemption
requests received on the second relevant Dealing Day, and such second relevant Dealing Day

51

shall be treated as the first relevant Dealing Day for Holders whose redemption requests are to
be carried forward hereunder after such second relevant Dealing Day.
88.

Where any applications or requests for subscription, creation or redemption of Units in cash or
in-kind are submitted by a Participating Dealer for its own account, Sections X and XI of thisProspectus shall apply with the necessary modifications to such applications or requests as if
they were submitted by the Participating Dealer as Participating Dealer on behalf of itself asapplicant for or Holder of the Units.

XII

OBTAINING PRICES OF UNITS

89.

The Issue Price and Redemption Price of Units will be available on the Business Day following
each Dealing Day. You may check such prices on the Manager's website atwww.nikkoam.com.sg.

XIII

SUSPENSION OF DEALINGS

90.

Subject to the provisions of the CIS Code, the Manager may at any time with the prior approvalof the Trustee suspend the creation, issue and/or redemption of Units of the Fund and/or delay
the payment of any monies and distribution of any Redemption Securities in respect of any
such creation, issue and/or redemption during any of the following periods:(a)any period when the SGX-ST is closed;(b)

any period when dealings of the Units on the SGX-ST are restricted or suspended;(c)any period when dealings or trading between counterparties to the China Interbank
Bond Market (CIBM) is suspended or restricted or when the payment, settlement orclearing of Index Securities on the CIBM is disrupted for any reason, including but notlimited to any PRC laws, rules or directions of any regulatory authority affecting the
CIBM;

(d)

any period when settlement or clearing of securities in CDP is disrupted;(e)

the existence of any state of affairs as a result of which delivery of Index Securities or
non-Index Securities comprised in a Deposit Basket or Redemption Basket or disposalof Investments for the time being comprised in the Deposited Property cannot, in theopinion of the Manager, be effected normally or without prejudicing the interests ofHolders;(f)

any period when, in the opinion of the Manager, funds cannot be normally remitted
from the Deposited Property without prejudicing the interests of Holders;(g)any period when the Index is not compiled or published;(h)any breakdown in the means normally employed in determining the Value of the
Deposited Property of the Fund or Class or liabilities of the Fund or Class or when for
any other reason the Value of any Investment or other property for the time being
comprised in the Deposited Property of the Fund or Class or the liabilities of the Fundor Class cannot be promptly and accurately ascertained;

52

(i)

any 48 hours (or such longer period as the Manager and the Trustee may agree) prior
to the date of any meeting of Holders of the Fund or the relevant Class, or any
adjourned meeting thereof;(j)any period when the business operations of the Manager or the Trustee in relation tothe operations of the Fund are substantially interrupted or closed as a result of or arisingfrom pestilence, acts of war, terrorism, insurrection, revolution, civil unrest, riots, strikes
or acts of God;(k)any period when the dealing of Units is suspended pursuant to any order or direction
issued by the Authority; or(l)such circumstances as may be required under the provisions of the CIS Code.

91.

Such suspension (which expression shall include the aforesaid right to delay payment) shalltake effect forthwith upon the declaration thereof by the Manager and thereafter there shall be
no creation or issue of Units, and/or (as the case may be) no redemption of Units and/or transferof the Redemption Securities and payment of the Cash Redemption Component or cash
Redemption Price in respect of any such redemption until the Manager shall declare thesuspension at an end, except that subject to the provisions of the CIS Code, the suspension
shall terminate as soon as practicable when (a) the condition giving rise to the suspension shallhave ceased to exist and (b) no other condition under which suspension is authorised under
the Trust Deed shall then exist, and in any event, within 21 days of the commencement of thesuspension. The period of suspension may be extended if the Manager satisfies the Trusteethat it is in the best interest of the Holders for the dealing in Units to remain suspended. Suchextension should be subject to weekly review by the Trustee. Each declaration by the Manager
pursuant to paragraph 90 shall be consistent with such official rules, regulations, codes andguidelines, if any, relating to the subject matter thereof as shall have been promulgated by any
authority having jurisdiction over the Fund and as shall be in effect at the time. To the extent
not inconsistent with such official rules, regulations, codes and guidelines, and subject to theforegoing provisions hereof, the declaration of the Manager shall be conclusive. During any
such suspension by reason of any of the circumstances set out in paragraphs 90(a) to (l) above,the calculation of the Value of the Deposited Property and each Unit (including the Issue Priceand Redemption Price) may also be suspended and the Manager shall be under no obligation
to rebalance or adjust the Deposited Property, in either case at the discretion of the Manager
and with the prior approval of the Trustee. The Manager shall publish the fact that thecalculation of the Value of the Deposited Property and each Unit is suspended immediately
following such suspension and at least once a month during the period of such suspension insuch newspaper or newspapers in Singapore or elsewhere as the Manager may from time totime think fit.

92.

Any Participating Dealer may at any time after such a suspension has been declared and before
termination of such suspension withdraw any redemption request or any application for theissue of Units by notice in writing to the Manager. If no such notification of the withdrawal ofany such request or application has been received by the Manager before termination of suchsuspension, the Manager shall, subject to and in accordance with the provisions of the Trust
Deed, redeem Units in respect of which the Manager has received a valid redemption request
and the Trustee and the Manager shall consider applications for the issue of Units as at the
Dealing Day or (in the case of redemptions or issue of Units in cash) the Cash Dealing Day53

next following the termination of such suspension. In addition, the period for distributing any
proceeds the distribution of which has been delayed pursuant to the suspension shall be
extended by a period equal to the length of the period of the suspension.
XIV

PERFORMANCE OF THE SCHEME

93.

As the Fund was incepted on 24 November 2020, a track record of at least one year is notavailable.

94.

The benchmark against which the performance of the Fund will be measured is the ChinaBond
ICBC 1-10 Year Treasury and Policy Bank Bond Index.

95.

Expense ratio
As the Fund was incepted on 24 November 2020, the Fund’s expense ratio is not available asof 31 December 2020.
The Manager intends to cap the total expense ratio of the Fund at 0.30% per annum of the
Deposited Property. Any fees and expenses that are payable by the Fund and are in excess of
0.30% per annum of the Deposited Property will be borne by the Manager and not the Fund.

96.

Turnover ratio
As the Fund was incepted on 24 November 2020, the Fund’s turnover ratio is not available asof 31 December 2020.

XV

SOFT DOLLAR COMMISSIONS/ARRANGEMENTS

97.

In its management of the Fund, the Manager currently does not receive or enter into any soft
dollar commissions or arrangements.

XVI

CONFLICTS OF INTEREST

98.

The Manager is part of a financial group, and the Manager and its affiliates provide the full suiteof financial services to clients, and act simultaneously for a number and range of clients withvarious interests, requirements and positions.

98A.

Other than the Fund, the Manager is also the manager of other collective investment schemes
including but not limited to:a)Nikko AM Shenton Japan Fundb)

Nikko AM Shenton Thrift Fundc)

Nikko AM Shenton Income Fundd)

Nikko AM Shenton Asia Pacific Funde)

Nikko AM Global Green Bond Fundf)

Nikko AM Shenton Emerging Enterprise Discovery Fundg)

Nikko AM Shenton Global Opportunities Fundh)

Nikko AM Shenton Horizon Investment Funds

54

i)

Nikko AM Shenton Eight Portfoliosj)Nikko AM Asia Investment Fundsk)

Nikko AM Shenton Short Term Bond Fundsl)

ABF Singapore Bond Index Fundm) The Solidarity Fundn)Nikko AM Singapore STI ETFo)Nikko AM Japan Dividend Equity Fundp)

Nikko AM Asia High Yield Bond Fundq)

MSIG Asian Bond Fundr)

Nikko AM Global Multi Asset Conservative Funds)

Nikko AM Asia Healthcare Fundt)

Nikko AM China Onshore Fund Seriesu)

Nikko AM All China Equity Fundv)

Nikko AM ASEAN Equity Fundw)

NikkoAM-StraitsTrading Asia ex Japan REIT ETF

x)Nikko AM Asia Limited Investment Fund Seriesy)Nikko AM SGD Investment Grade Corporate Bond ETFz)Nikko AM Dynamic Bond Fund

99.

The Manager may from time to time have to deal with competing or conflicting interests arisingfrom such other funds managed by the Manager. For example, the Manager may make apurchase or sale decision on behalf of some or all of the other funds managed by the Manager
without making the same decision on behalf of the Fund, as a decision whether or not to makethe same investment or sale for the Fund depends on factors such as the cash availability andportfolio balance of the Fund. However, the Manager will use its reasonable endeavours at all
times to act fairly and in the best interests of the Fund. In particular, after taking into accountthe availability of cash and the relevant investment guidelines of the other funds managed by
the Manager and the Fund, the Manager will endeavour to ensure that securities bought andsold will be allocated proportionately as far as possible among the other funds managed by theManager and the Fund. The Manager may also transact on the Fund’s behalf with its affiliates.
The Manager intends to deal with any conflicts of interests in a manner consistent with any
applicable guidelines which may be issued from time to time by the Investment Management
Association of Singapore.

100.

The Manager is of the view that it is not in a position of conflict in managing its other funds asthese funds and the Fund have different investment universes and investment restrictions. To
the extent that there are overlapping investment objectives, the Manager will, as far aspracticable, endeavour to have the same securities holdings for such overlapping areas withsuch securities allocated on a pro-rata basis among the relevant funds. The Manager willconduct all transactions with or for the Fund at arm’s length.

101.

Subject as otherwise provided herein, the Trustee, the Manager, the Investment Advisor (and/or
its affiliates), the ultimate holding company of the Investment Advisor (and/or its affiliates) and55

any Connected Person or Associate of the Trustee, the Manager, the Investment Advisor(and/or its affiliates) and the ultimate holding company of the Investment Advisor (and/or its
affiliates) may:(a)purchase, hold, deal in or dispose of Units;(b)contract or enter into any financial, banking, insurance, brokerage or other transaction
with one another, Holders, Participating Dealers or any corporation or body any ofwhose securities form part of the Deposited Property of the Fund, make profits fromsuch contracts or other transactions and be interested in any such corporation or body;
and

(c)

invest in and deal with securities or any property of the kind included in the Deposited
Property of the Fund or any other investments for their respective individual accounts
or for the account of a third party or enter into contracts or other arrangements with one
another and make profits from these activities.

102.

Neither the Manager nor any of the directors of the Manager or any of its Associates is or will
become entitled to receive any part of any brokerage charged to the Fund, or any part of any
fees, allowances, benefits, etc received on purchases charged to the Fund.

103.

Neither the Trustee nor the Manager may act as principal to buy or sell investments from or to
the Trustee for the account of the Fund or otherwise deal as principal with the Fund. However,with the prior written consent of the Trustee, any Connected Person of the Manager may deal
as principal in the sale or purchase of securities and other investments to or from the Fund.
There will be no obligation on the part of such Connected Person to account to the Fund or to
Holders for any benefits so arising and any such benefits may be retained by the relevant party,
provided that such transactions are entered into on an arm’s length basis and at the best priceavailable to the Fund having regard to the kind, size and time of the transaction.

104.

Any cash of the Fund may be deposited with any Connected Person of either the Trustee or
the Manager or invested in certificates of deposit or banking investments issued by any such
Connected Person.

105.

With the prior written consent of the Trustee, the Manager may effect transactions by or throughthe agency of another person for the account of the Fund with whom the Manager or any of its
Connected Persons have an arrangement for the supply of goods, services or other benefits.

106.

Where the Manager or any Connected Person of the Manager receives any cash rebate of allor any part of any commission paid out of the Fund, the Manager or that Connected Person
shall not be entitled to retain that cash rebate but shall account for and pay the same to theTrustee to be held as property of the Fund.

107.

The Manager may, in accordance with applicable law and regulation, effect agency crosstransactions where both the sale and purchase of an investment are effected for clients(including the Fund on the one hand) of the Manager and/or its Connected Persons provided
that the sale and purchase decisions are in the interests of both clients, permitted within theinvestment guidelines/objectives of both clients and the transactions are executed on an arm’s
length basis and at the best price available to the Fund having regard to the kind, size and timeof the transaction.

56

108.

The Manager may, in the course of its business, have potential conflicts of interest with theFund. In such circumstances, the Manager will have regard to its obligations under the Trust
Deed and, in particular, to its obligation to act in the best interests of the Fund and the Holders
so far as practicable, having regard to its obligations to other clients when undertaking any
investments where conflicts of interest may arise. If such conflicts do arise, the Manager willuse its best efforts to resolve such conflicts fairly.

109.

In respect of voting rights where the Manager may face a conflict between its own interest andthat of the Holders, the Manager shall cause such voting rights to be exercised in consultation
with the Trustee.

110.

The Trustee is presently also offering registrar and valuation services to the Fund. These
services are provided on an arm’s length basis and the fees for these services are permitted tobe paid out of the Deposited Property of the Fund under the provisions of the Trust Deed.

111.

The Manager and the Trustee will conduct all transactions with or for the Fund on an arm’s
length basis.

112.

The Manager or its affiliates (together the "Parties") are or may be involved in other financial,investment and professional activities (including but not limited to providing discretionary
investment management or investment advisory services to other clients) which may on
occasion cause conflicts of interest with the management of the Fund. Notwithstanding
paragraph 100 above, the Parties will be free, in their absolute discretion, to makerecommendations to others, or effect transactions on behalf of themselves or for others which
may be the same as or different from those effected for the Fund, and to do so prior to, at thesame time as, or after effecting such transactions. The Parties shall not be obliged to purchase,retain or sell for the Fund any security which the Parties may purchase, retain or sell on behalfof themselves or for others, or which the Parties may recommend to others to purchase, retainor sell. Furthermore, the Parties shall be free to purchase, sell, deal in or compete for the samefinancial instruments as the Fund or to take positions opposite to the positions of the Fund, on
behalf of themselves or for others, or to recommend others to take positions opposite to theposition of the Fund. Each of the Parties will ensure that the performance of their respective
duties will not be impaired by any such involvement and that any such activities will be
conducted on an arm’s length basis. If a conflict of interest does arise, the Parties will endeavour
to ensure that it is resolved fairly and in the interest of the Holders.

112A. The Trustee or its affiliates (the “Trustee Parties”) are or may be involved in other financial,investment and professional activities which may on occasion cause conflicts of interest withthe management of the Fund. Each of the Trustee Parties will ensure that the performance of
their respective duties will not be impaired by any such involvement and that any such activities
will be conducted on an arm’s length basis. If a conflict of interest does arise, the Trustee Parties
will endeavour to ensure that it is resolved fairly and in the interest of the Holders.
113.

Subject to the provisions of the Trust Deed, the Manager or the Trustee may acquire, purchase,
hold, deal in or dispose of Units as though they were not a party to the Trust Deed. If any conflictof interest arises as a result of such dealing, the Manager and the Trustee, following
consultation with the other, will resolve such conflict in a just and equitable manner as theyshall deem fit. Such dealings, where entered into, will be on an arm’s length basis.

57

XVII

REPORTS

114.

The Fund’s financial year ends on 31 December in each year.

115.

Holders may obtain electronic copies of the annual accounts of the Fund, reports of the auditorson the annual accounts of the Fund and the annual reports of the Fund for the relevant financial
year (collectively, the "Reports"), once available, from the Manager’s website atwww.nikkoam.com.sg. The Reports will be made available on the Manager’s website within
three (3) months of the financial year-end of the Fund and will remain on the Manager’s website
for at least 12 months from the date of posting on the Manager’s website. The Reports will also
be made available on SGXNET. Printed copies of the Reports are not sent to Holders. However,Holders who would like to receive printed copies of the Reports may submit the relevant request
to the Manager.

116.

Holders may obtain electronic copies of the semi-annual report and semi-annual accounts of
the Fund (collectively, the "Semi-Annual Reports"), once available, from the Manager’s
website at www.nikkoam.com.sg. The Semi-Annual Reports will be made available on theManager’s website within two (2) months of the end of the period covered by the relevant reportand accounts and will remain on the Manager’s website for at least 12 months from the date of
posting on the Manager’s website. The Semi-Annual Reports will also be made available on
SGXNET. Printed copies of the Semi-Annual Reports are not sent to Holders. However,Holders who would like to receive printed copies of the Semi-Annual Reports may submit therelevant request to the Manager.

XVIII

QUERIES AND COMPLAINTS

117.

You may call the telephone number 1800 535 8025 to reach the Manager to raise any queries
or make any complaints.

XIX

OTHER MATERIAL INFORMATION

118.

Book-entry Securities
Units will be deposited, cleared and settled by the CDP. Units are held in book-entry form, whichmeans that no Unit certificates are issued. CDP or its nominee is the registered owner (i.e. thesole Holder of record) of all outstanding Units deposited with the CDP and is therefore
recognised as the legal owner of such Units. Investors owning Units are beneficial owners asshown on the records of CDP or the Participating Dealers (as the case may be).

119.

Units' Trading Prices and Designated Market Makers
The trading prices of Units on the SGX-ST may differ in varying degrees from their daily NAV
and can be affected by market forces such as supply and demand, economic conditions andother factors.

120.

It is the intention of the Manager to assist in the creation of liquidity for investors by appointing
Designated Market Makers before the listing of the Fund to maintain a market for the Units.
Units may be purchased from and sold to the Designated Market Makers. However, there is no
guarantee or assurance as to the price at which a market will be made. You may obtain a listof appointed Designated Market Makers from the Manager. In maintaining a market for Units,

58

the Designated Market Makers may realise profits or sustain losses in the amount of any
differences between the prices at which they buy Units and the prices at which they sell Units.
Any profit made by the Designated Market Makers may be retained by them for their absolute
benefit and they shall not be liable to account to the Fund in respect of such profits.
121.

Additional Listing
The Manager may seek a listing of the Units on any other internationally recognised regulated
stock or investment exchange or marketplace having regard to such factors as commercial
viability of the proposed listing, legal and regulatory readiness of the market concerned,
prevailing market environment, operational requirements and market development. Any costs
associated with any such listing will be funded out of the Deposited Property.

122.

Distributions
The Manager shall have the absolute discretion to determine whether a distribution is to be
made.
SGD Class Units
The Manager currently intends to make semi-annual distributions, less the expenses of theClass, to Holders around January and July of each year. Where the Manager has determinedthat a distribution is to be made, details of the distributions will be announced on SGXNET.
However, there is no assurance that the Manager will declare such distributions. An
announcement will be made on SGXNET if no distributions are declared. There is currently no
dividend reinvestment service.
On each distribution, in relation to each distribution period as determined by the Manager, theTrustee will allocate for distribution among the Holders of the Fund as at the Record Date suchamount that the Manager determines to be distributed in its absolute discretion. Amounts to be
distributed in respect of each Unit will be rounded down to the nearest S$0.01 per Unit. The
Record Dates may be changed, or added to, as determined by the Manager with the approvalof the Trustee. Distributions will only be paid to the extent that they are available for distribution
pursuant to the Trust Deed. Income received by the Fund pending distribution may be investedby the Manager in a manner consistent with achieving the investment objective of the Fund.
Any monies payable to a Holder which remain unclaimed after a period of twelve months shallbe accumulated by the Trustee in a special account (the "Unclaimed Monies Account") and,subject to Clause 33 of the Trust Deed, the Trustee shall cause such sums which representmonies unclaimed by a Holder for more than six (6) years and interest, if any, earned thereon
to be paid into court after deducting all fees, costs and expenses incurred in relation to suchpayment from the sum thereof provided that if the said sum is insufficient to meet all such fees,
costs and expenses, the Trustee shall be entitled to have recourse to the Deposited Property.
RMB Class Units
Currently, no distributions will be made for the RMB Class Units.

59

Taxation Considerations
123.

As with any investment, you should consider how your investment in Units will be taxed. The
tax information in this Prospectus is provided as general information and does not constitutetax or legal advice. You should consult your own tax advisers about the tax consequences ofan investment in Units.
Singapore Tax

124.

The following summary of certain Singapore income tax consequences of the purchase,ownership and disposition of Units is based upon laws and regulations now in effect, all of which
are subject to change (possibly with retroactive effect). The summary does not purport to be acomprehensive description of all the tax considerations that may be relevant to a decision topurchase, own or dispose of Units and does not purport to deal with the consequences ofapplication to all categories of investors, some of which may be subject to special rules. The
comments herein are not binding on the Singapore tax authorities and there can be noassurance that it will not take a position contrary to any of the comments herein. You areadvised to consult your own tax advisers concerning the application of Singapore tax laws toyour particular situation as well as any consequences of the purchase, ownership anddisposition of Units arising under the laws of any other tax jurisdictions.

125.

Taxation of the Fund
The Fund was granted approval for the Enhanced-Tier Fund Tax Incentive Scheme (hereinafterreferred to as an “Enhanced-Tier Fund”) pursuant to Section 13X of the Income Tax Act,
Chapter 134 of Singapore. As an Enhanced-Tier Fund, the Fund will enjoy tax exemption on
Specified Income (as defined in the Income Tax (Exemption of Income of Prescribed Persons
Arising from Funds Managed by Fund Manager in Singapore) Regulations 2010 (the“Regulations”)) derived by the Enhanced-Tier Fund from Designated Investments (as definedin the Regulations). The list of Designated Investments and Specified Income is enhanced asannounced in the 2019 Singapore Budget.
Distributions made by the Enhanced-Tier Fund out of tax-exempt income should also be exempt
from Singapore income tax in the hands of Unitholders.
The Manager will endeavour to conduct the affairs of the Fund in such a way that it will satisfy
the qualifying conditions for the Enhanced-Tier Fund. Notwithstanding the foregoing, there is
no assurance that the Manager will, on an on-going basis, be able to ensure that the Fund will
always meet all the qualifying conditions for the Enhanced-Tier Fund. Upon any such
disqualification, the Fund will be exposed to Singapore tax on its income and gains, wholly or
partially as the case may be, at the prevailing corporate tax rate. The Fund can however, enjoy
the tax exemption under the Enhanced-Tier Fund in any subsequent period if it is able to satisfy
the specified conditions in that subsequent period.

126.

Disposal or redemption of Units
Singapore does not impose tax on capital gains. Any gains on disposal or redemption of Units
are not liable to Singapore income tax provided Units are held as investment assets. Where
Units are held as trading assets of a trade or business carried on in Singapore, any gains on
disposal or redemption of Units are liable to Singapore income tax under Section 10(1)(a) of
the Income Tax Act. Where Units were purchased with the intention or purpose of making a
profit by disposal or redemption and not with the intention to be held for long-term investment
purposes, any gains on disposal or redemption of Units could be construed as "gains or profits60

of an income nature" liable to tax under Section 10(1)(g) of the Income Tax Act.
Holders who have adopted or are required to adopt Financial Reporting Standard 109 –Financial Instruments (“FRS 109”), Financial Reporting Standard 39 – Financial Instruments:
Recognition and Measurement (“FRS 39”) or their equivalents under the Singapore Financial
Reporting Standard International (“SFRS(I)”) for financial reporting purposes may, forSingapore income tax purposes, be required to recognise gains or losses (not being gains orlosses in the nature of capital) on Units, irrespective of disposal.
Holders and prospective Holders should consult their own accounting and tax advisers
regarding the Singapore income tax consequences of their acquisition, holding or disposal of
Units arising from the adoption of FRS 39, FRS 109 or their equivalents under SFRS(I).
127.

Meetings of Holders
The Trust Deed sets out procedures to be followed in respect of meetings of the Holders,
including provisions as to the giving of notice, appointment of proxies and quorum. A meetingof Holders of the Fund or relevant Class duly convened and held in accordance with theprovisions of the First Schedule of the Trust Deed shall be competent by Extraordinary
Resolution:(i)to sanction any modification, alteration or addition to the provisions of the Trust Deed
which shall be agreed by the Trustee and the Manager as provided in Clause 39 of theTrust Deed;(ii)

to sanction an increase in the maximum permitted limit or any change in the structureof the fees payable to the Manager and/or the Trustee as provided in Clause 23 of theTrust Deed;(iii)

to sanction any alteration of the investment objective as provided in Clause 17.1 of theTrust Deed;(iv)

to remove the Auditors as provided in Clause 22 of the Trust Deed;(v)

to remove the Trustee as provided in Clause 30 of the Trust Deed;(vi)

to remove the Manager as provided in Clause 31 of the Trust Deed;(vii)

to direct the Trustee to take any action pursuant to Section 295 of the SFA;

(viii)

to terminate the Fund or Class as provided in Clause 32 of the Trust Deed;(ix)

to permit other types of fees payable out of the Deposited Property; and(x)to sanction such other matters as may be proposed by the Manager or the Trustee,and shall have such further or other powers under such terms and conditions as may be
determined by the Manager with the prior written approval of the Trustee.
All expenses of and incidental to the holding of a meeting in accordance with the provisions of
the First Schedule of the Trust Deed or the circulation of resolutions shall be paid out of the
Deposited Property. The Manager, the Custodian and any of their respective Connected
Persons are prohibited from voting their beneficially held Units at, or being part of a quorum for,any meeting to approve any matter which it or he has a material interest in the business to be
conducted.

61

Amending the Trust Deed without Holders' Approval
128.

The Trustee and the Manager shall be entitled to alter, modify or vary the terms of the Trust
Deed by deed supplemental thereto (and without the sanction of an Extraordinary Resolution)
if the Trustee certifies that such alteration, modification or variation:(a)does not materially prejudice the interests of the Holders and does not release to any
material extent the Manager from any responsibility to the Holders;(b)is necessary in order to comply with applicable fiscal, statutory or official requirements(whether or not having the force of law); or(c)

is made to remove obsolete provisions or to correct manifest errors.

129.

No alteration, modification or variation whether or not approved by an Extraordinary Resolution,
shall impose upon any Holder any obligation to make any further payments in respect of any of
the Units held by him or to accept any liability in respect thereof.

130.

All of the costs and expenses incurred by the Trustee or the Manager in connection with any
such supplemental deed referred to in paragraph 128 of this Prospectus or entered into to effectany alteration, modification or variation approved by an Extraordinary Resolution (including
expenses incurred in the holding of a meeting of Holders of the Fund or a Class, where
necessary) may be charged to the Fund or relevant Class.

131.

Indemnities in favour of Trustee and Manager
The Trust Deed includes the following indemnities in favour of the Trustee and the Manager.
Please refer to the Trust Deed for more information.
(a)Neither the Manager nor the Trustee shall incur any liability by reason of any loss whicha Holder may suffer by reason of any depletion in the Value of the Deposited Property
which may result from any borrowings made pursuant to Clause 18 of the Trust Deedby reason of fluctuations in the rates of exchange or increases in interest rates and or
expenses charged in connection with such borrowings and the Trustee and theManager shall be entitled to be indemnified out of and have recourse to the Deposited
Property in respect of any liabilities, costs, claims or demands which it may suffer
arising directly or indirectly from the operation of Clause 18 of the Trust Deed and thearrangements referred to therein.

(b)

Any indemnity expressly given to the Trustee or to the Manager in the Trust Deed is inaddition to and without prejudice to any indemnity or right of contribution allowed bylaw and all the powers, privileges, rights and immunities expressly given to the Trustee
or to the Manager are in addition to and without prejudice to any powers, privileges,
rights and immunities granted to the Trustee or to the Manager by law Provided Thatno provision in the Trust Deed shall in any case where the Trustee or the Manager
have failed to show the degree of care and diligence required of them as trustee andmanager of the Fund, exempt them or indemnify them against any liability for breachof trust.

62

(c)

The Trustee shall not be under any obligation to institute, acknowledge service of,appear in, participate in, prosecute or defend any action or suit in respect of theprovisions of the Trust Deed or in respect of the Deposited Property or any part thereofor any action by any other person which in its opinion would or might involve it in
expense or liability unless the Manager shall so request in writing and the Trustee shallbe indemnified out of the Deposited Property to its satisfaction. Without prejudice tothe foregoing, the Trustee shall promptly send to the Manager a copy of all notices ofclaims or proceedings (or threatened claims or proceedings) which it receives fromthird parties in respect of the Fund. The Trustee shall give to the Manager all suchinformation and assistance (subject as otherwise provided in the Trust Deed) as theManager may reasonably request in writing in relation to all such notices.

(d)

The Trustee (and its directors, officers and employees) shall not be liable, except tothe extent of any fraud, negligence or wilful default on its (or their) part, and shall,
except to the extent of any fraud, negligence or wilful default on its (or their) part, be
indemnified and held harmless out of the Deposited Property (in addition to any rightof indemnity given by law) against any action, costs, claims, damages, expenses or
liabilities to which it (or they) may be put or which it (or they) may incur by virtue of theTrustee acting as trustee of the Fund, executing the trusts of the Trust Deed or in theexercise of any powers, authorities or discretions vested in the Trustee under the Trust
Deed, and the Trustee shall for such purpose have recourse to the Deposited Property
or any part thereof. Subject to the foregoing and as otherwise provided in the Trust
Deed, the Trustee shall in the exercise of the powers, authorities and discretions vested
in it act in the exclusive interests of the Holders.

(e)Subject to the provisions of the CIS Code, the Manager (and its directors, officers andemployees) shall not be liable, except to the extent of any fraud, negligence or wilful
default on its (or their) part, and shall, except to the extent of any fraud, negligence or
wilful default on its (or their) part, be indemnified and held harmless out of the Deposited
Property (in addition to any right of indemnity given by law) against any action, costs,
claims, expenses, damages or liabilities to which it (or they) may be put or which it (orthey) may incur as a result of the Manager acting as manager of the Fund, managing
and administering the trusts under the Trust Deed or in the exercise of any powers,
authorities or discretions vested in the Manager under the Trust Deed, and theManager shall for such purpose have recourse to the Deposited Property or any part
thereof. In any event, for the purposes of the Trust Deed, the Manager shall not beliable for any indirect, special or consequential loss (including, without limitation, lossof profits) or punitive damages. Subject to the foregoing and as otherwise provided in
the Trust Deed, the Manager shall in the exercise of the powers, authorities anddiscretions vested in it act in the exclusive interests of the Holders.

(f)Without prejudice to Clauses 28.8 and 28.18 of the Trust Deed, neither the Trustee or
the Manager shall be responsible for any negligence, recklessness, bad faith, fraud,default, misconduct, inaccuracy, omission, mistake, oversight, error of judgement,
forgetfulness or want of prudence on the part of the Index Licensor (or any of its
Connected Persons, employees or affiliates) in connection with their compilation or
publication of the Index nor anything which the Index Licensor (or any of its Connected
Persons, employees or affiliates) shall do or omit to do relating to the Index. In theevent that the Trustee and/or the Manager has any liability whatsoever to the Index
Licensor pursuant to the terms of the Licence Agreement (including, but not limited to,63under any representation, warranty and/or indemnity that the Trustee or, as the casemay be, the Manager gives thereunder) or to any Holder of the Units or any otherperson from the use of the Index or any data included therein, except to the extent of
any fraud, negligence or wilful default on the part of the Trustee or the Manager, theTrustee and the Manager shall be indemnified and held harmless against such liability
and shall have recourse to the Deposited Property or any part thereof in respect of allof such liability.
(g)

Subject to any applicable laws and to the Trust Deed and without prejudice to any rights
of indemnity by law given to trustees, the Trustee shall be entitled for the purposes ofindemnity against any actions, costs, claims, damages, expenses or demands to which
it may be put as Trustee to have recourse to the Deposited Property or any part thereof
but this shall be without prejudice to the obligation of the Manager to reimburse theTrustee out of the Deposited Property in respect of all such matters as fall within Clause
23.2 of the Trust Deed.

(h)

The Manager shall indemnify and hold harmless the Trustee for itself as trustee
and for each of its affiliates and its and their respective directors, officers,
employees or agents from and against all or any actions, proceedings, liabilities,
costs, claims, damages, expenses (including all legal, professional and other similar
expenses) or demands to which each may respectively be put or suffer respectively
arising from the Manager’s fraud, wilful default or negligence.

(i)

Where the Manager provides instructions, notices, documents or other information to
the Trustee by way of facsimile or electronic transmission (collectively “Faxed orElectronic Information”), the fact that a transmission report produced by the originatorof such transmission discloses that the transmission was sent will not be sufficient proofof receipt by the Trustee. The Manager shall indemnify and hold harmless the Trustee
and its directors, officers, employees or agents, on an after tax basis from and against
any and all actions, losses, costs, charges, expenses and demands of any and every
kind which may at any time hereafter be incurred by the Trustee in consequence of
accepting and acting upon Faxed or Electronic Information from the Manager, whether
or not such Faxed or Electronic Information was given or sent or purported to havebeen given or sent by the Manager or other person duly authorised to give such Faxed
or Electronic Information, except where such actions, losses, costs, charges, expenses
and demands are incurred as a result of the fraud or wilful default or negligence of theTrustee or its directors, officers, employees or agents.

(j)

The Manager shall not do or commit any act or matter or thing which would otherwise
cause the Trustee to be in breach of its legal and/or regulatory obligations or its
obligations under the data protection policy of the Trustee, and the Manager shall fully
defend, indemnify and hold harmless the Trustee, its related corporations or associatedcompanies as well as their respective employees, representatives, agents andofficers from and against any loss, damage, claims, complaints, demands, fines,
penalties, expenses, costs (including legal fees) and legal proceedings that eachor all or any of them may suffer or incur as a result of the failure of the Manager, theManager’s employees, representatives, agents to comply with the Manager’s
obligations set out in any of the terms and conditions of the Trust Deed, or the breachor non-compliance by the Manager, the Manager’s employees, representatives,
agents of any data protection or privacy law in any relevant jurisdiction including

64

without limitation any similar laws that may be enacted or in existence, from time
to time, in Singapore.
Termination of the Fund
132.

Notwithstanding the termination of the Fund, the Holder of any Unit in respect of which any
amount remains unpaid shall remain liable for such amount until payment to that Holder by theTrustee of the final distribution to be made in accordance with the Trust Deed.

133.

The Fund is of indeterminate duration and can only be terminated in accordance with the Trust
Deed. The Fund may be terminated by the Trustee, with the prior approval of the Manager(except in the case of sub-paragraphs (i), (iv), (vii), (viii) and (ix) below whereupon the Trustee
may terminate the Fund forthwith) by notice in writing as hereinafter provided in any of thefollowing events, namely:(i)

if it becomes illegal to continue the Fund;(ii)

if in the opinion of the Trustee it becomes impossible or impracticable to continue the
Fund;

(iii)

if the Units cease to be listed on the SGX-ST;(iv)

if the Authority revokes or withdraws the authorisation of the Fund under Section 288
of the Securities and Futures Act;(v)

if the Index ceases to be compiled or published, and there is no Successor Index;(vi)

if the Licence Agreement is terminated and a new licence agreement relating to theIndex or any Successor Index is not entered into by the Manager within three (3)months thereafter;(vii)

if the Manager has ceased to carry on business, goes into liquidation (other than
voluntary liquidation for the purpose of reconstruction or amalgamation upon terms
notified in writing to the Trustee two (2) months before the effective date of liquidation)or shall be adjudged a bankrupt or insolvent or appoints a liquidator or if a judicial
manager or a receiver shall be appointed in respect of the property or undertaking of
the Manager or any part thereof or the Manager is the subject of any analogous
proceedings or procedure in each case under the law of Singapore or such other law
as may be applicable in the circumstances where, after the expiration of a period of
three months, the Trustee has not appointed a new manager in accordance with Clause
31.3 of the Trust Deed;(viii)

if on the expiration of three (3) months after notifying the Manager that in the Trustee’s
opinion a change of manager is desirable in the interests of the Holders pursuant toClause 31.1.2 of the Trust Deed the Trustee has not found another company ready toaccept the office of manager of the Fund of which the Trustee and the Authority shallapprove; or(ix)

if the Trustee has given three (3) months' written notice to the Manager of its intention
to retire in accordance with the provisions of the Trust Deed and no other company

65

eligible to be the trustee of the Fund in accordance with the Securities and Futures Act
and approved by the Manager and the Authority can be found by the expiration of thethree (3) months' notice.
134.

The Fund may also be terminated by the Manager, with the prior written approval of the Trustee(except in the case of sub-paragraphs (i), (iv) and (ix) below whereupon the Manager may
terminate the Fund forthwith) by notice in writing as hereinafter provided in any of the following
events, namely:(i)

if it becomes illegal to continue the Fund, or if in the opinion of the Manager, it becomes
impossible or impracticable to continue the Fund and termination of the Fund is in thebest interest of Holders;(ii)

if the Fund shall become liable to taxation (whether in Singapore or elsewhere) inrespect of income or capital gains at a rate considered by the Manager to be excessive
in relation to the rate which would be borne by the Holders if they owned directly theIndex Securities and non-Index Securities in question;(iii)

if the Units cease to be listed on the SGX-ST;(iv)

if the Authority revokes or withdraws the authorisation of the Fund under Section 288
of the Securities and Futures Act;(v)

if the Index ceases to be compiled or published, and there is no Successor Index;(vi)

if the Licence Agreement is terminated and a new licence agreement relating to theIndex or any Successor Index is not entered into by the Manager within three (3)months thereafter;(vii)

if the size of the Fund falls below US$100 million (or its equivalent in any applicablecurrency) on any day falling two (2) years or more after the date of the Trust Deed;(viii)

if the average of the daily Value of the Deposited Property is less than US$100 million(or its equivalent in any applicable currency) over any rolling three-month period; or(ix)

if the Manager has given three (3) months' written notice to the Trustee of its intention
to retire in accordance with the provisions of the Trust Deed and no other company
eligible to be the manager of the Fund in accordance with the Securities and Futures
Act and approved by the Trustee and the Authority can be found by the expiration of
the three (3) months' notice.

The decision of the Trustee and/or the Manager in any of the events specified in paragraphs
133 and 134 shall be final and binding upon all parties concerned but the Trustee and/or theManager shall be under no liability on account of any failure to terminate the Fund pursuant tothis paragraph or otherwise.
135.

The party terminating the Fund shall give written notice of termination of the Fund to the Holders
in the manner herein provided and shall by such notice fix the date at which such termination
is to take effect, which date shall not be less than three (3) months after the service of such
notice (except where the Fund is terminated by reason that it is illegal to continue in accordance66with paragraph 133(i) or paragraph 134(i) in which case termination may take effect forthwith
without any prior notice to Holders).
136.

The Fund may be terminated at any time by Extraordinary Resolution of the Holders and suchtermination shall take effect from the date on which such Extraordinary Resolution is passed orsuch later date (if any) as the Extraordinary Resolution may provide.

137.

The Manager shall give prior written notice of the termination of the Fund to the Authority inaccordance with the CIS Code and the Securities and Futures Act.

138.

In the event of termination of the Fund, the Manager shall provide such information, documents
and assistance as may be necessary or reasonably required by the Trustee to enable theTrustee to fulfil its obligations under the Trust Deed, the CIS Code and the Securities andFutures Act.

139.

Upon the Fund being terminated, the Manager and/or the Trustee shall sell or realise all
Investments in the manner provided in Clause 33.1 of the Trust Deed. Subject to Clause 33.3of the Trust Deed, the Trustee may at such time or times as it may deem convenient distributein specie to the Holders pro rata to the number of Units held or deemed to be held by them
respectively all Index Securities and non-Index Securities then remaining in its hands as partof the Deposited Property. Each Holder shall be entitled to receive approximately aproportionate amount of each type of Index Security and non-Index Security (provided that no
fraction of any Index Security or non-Index Security shall be distributed) available for distribution
together with a balancing payment in cash in the case of Holders who shall not receive the full
proportionate amount of any Index Securities and non-Index Securities and for such purpose
the Manager and/or the Trustee may sell any Index Securities and non-Index Securities
remaining in its hands as part of the Deposited Property. Such distribution, and the distributionof any income from the Income Account (as defined in the Trust Deed), shall be carried out andcompleted in such manner and within such period after the termination of the Fund as theTrustee in its absolute discretion thinks advisable.

140.

The Trustee shall be entitled to retain any moneys or Index Securities or non-Index Securities
in its hands under the provisions of Clause 33 of the Trust Deed to the extent required, in its
absolute discretion, to make full provision for all costs, charges, expenses, claims and demands
incurred, made or apprehended by the Trustee being either in connection with or arising out of
the liquidation of the Fund or otherwise properly payable out of the Deposited Property inaccordance with the Trust Deed or law and out of the moneys so retained to be indemnified
and saved harmless against any costs, charges, expenses, claims and demands.

141.

Any unclaimed Index Securities and non-Index Securities held by the Trustee under theprovisions of Clause 33 of the Trust Deed may at any time after the expiration of twelve (12)months from the date on which the same were to be distributed under Clause 33.2 of the Trust
Deed be sold by the Manager and/or the Trustee and the net proceeds together with any
unclaimed cash held by the Trustee at such time be paid into Court subject to the right of theTrustee to deduct therefrom any expenses it may incur in carrying out Clause 33 of the Trust
Deed.

142.

No further Units shall be issued and no outstanding Units may be redeemed from the time ofand upon liquidation of the Fund.

67

Termination of a Class
143.

A Class may be terminated by the Manager, with the prior written approval of the Trustee(except in the case of sub-paragraphs (i), (ii), (iii) and (iv)) below whereupon the Manager may
terminate the Class forthwith) by notice in writing as hereinafter provided in any of the following
events, namely:(i)

if it becomes illegal to continue the Class, or if in the opinion of the Manager, it becomes
impossible or impracticable to continue the Class and termination of the Class is in thebest interest of Holders;(ii)

if Units of the Class cease to be listed on the SGX-ST;(iii)

if the size of the Class falls below US$100 million (or its equivalent in any applicablecurrency) on any day falling two (2) years or more after the date of the Trust Deed; or(iv)

if the average of the daily Value of each Class is less than US$100 million (or its
equivalent in any applicable currency) over any rolling three-month period.

The decision of the Manager in any of the events specified in paragraph 143 shall be final andbinding upon all parties concerned but the Manager shall be under no liability on account of
any failure to terminate the Class pursuant to this paragraph or otherwise.
144.

The Manager shall give written notice of termination of the Class to the Holders in the manner
herein provided and shall by such notice fix the date at which such termination is to take effect,
which date shall not be less than three (3) months after the service of such notice (except where
the Class is terminated by reason that it is illegal to continue in accordance with paragraph 143
in which case termination may take effect forthwith without any prior notice to Holders).

145.

A Class may be terminated at any time by Extraordinary Resolution of the Holders of such Classand such termination shall take effect from the date on which such Extraordinary Resolution ispassed or such later date (if any) as the Extraordinary Resolution may provide.
Remuneration of Manager and Trustee

146.

The Manager shall, in addition to any other amounts which it is entitled to receive or retain for
its own use and benefit under the Trust Deed, be entitled to receive for its own account out of
the Deposited Property as soon as practicable after the last Dealing Day in each month in eachyear, commencing with the month in which the initial Units of the Fund are issued (until, upondetermination of the Fund, the final distribution shall have been made pursuant to the Trust
Deed), the amount of Management Fee payable in respect of such month accrued andremaining unpaid. The Management Fee shall accrue on a daily basis. The amount of theManagement Fee shall not exceed a maximum of zero point three five per cent. (0.35%) per
annum of the daily Value of the Deposited Property of the Trust or Class (as the case may be)provided that (i) the Manager may at any time charge a smaller percentage with authority, andon giving notice to the Trustee and at least one (1) month’s prior notice to the Holders, increase
it to a larger percentage not greater than the percentage permitted by the Trust Deed; (ii) theManager may, on giving notice to the Trustee, at any time alter the dates of payment and basisof accrual provided that, in the opinion of the Trustee, it does not materially prejudice theinterests of the Holders and at least one (1) month's prior notice is given to the Holders (ifrequired under the CIS Code); and (iii) the Manager may not increase the Management Fee to68

a percentage greater than the percentage permitted by the Trust Deed or change the structureof the fees payable to the Manager without the sanction of an Extraordinary Resolution.
147.

The Trustee shall, in addition to any other amounts which it is entitled to receive or retain for its
own use and benefit under the Trust Deed, be entitled to receive for its own account out of the
Deposited Property as soon as practicable after the last Dealing Day in each month in eachyear, commencing with the month in which the initial Units are issued (until, upon determinationof the Fund, the final distribution shall have been made pursuant to the Trust Deed) the amountof Trustee Fee payable in respect of such month accrued and remaining unpaid. The Trustee
Fee shall accrue on a daily basis. The amount of Trustee Fee (inclusive of Registrar Fee) shallnot exceed a maximum of zero point one zero per cent. (0.10%) per annum of the daily Valueof the Deposited Property of the Trust subject to a monthly minimum fee of S$1,500 provided
that (i) the Trustee may at any time charge a smaller percentage with authority, and with theprior approval of the Manager and on giving at least one (1) month’s prior notice to the Holders,increase it to a larger percentage not greater than the percentage permitted by the Trust Deed;and (ii) the Trustee may, with the prior approval of the Manager, at any time alter the dates of
payment and basis of accrual if, in the opinion of the Trustee, it does not materially prejudice
the interests of the Holders and at least one (1) month's prior notice is given to the Holders (ifrequired under the CIS Code); and (iii) the Trustee may not increase the Trustee Fee to apercentage greater than the percentage permitted by the Trust Deed or change the structureof the fees payable to the Trustee without the sanction of an Extraordinary Resolution.
Costs and Expenses Payable by the Fund or Class

148.

The following is a summary of the fees, costs and expenses which under the provisions of theTrust Deed, the Trustee and the Manager shall be entitled to make payment out of the
Deposited Property to the extent they have been incurred in relation to the Fund or Class:(i)

all fees paid to the Authority in connection with or arising out of the Fund and/or its
authorisation pursuant to the Securities and Futures Act;(ii)

any costs, fees and expenses to be paid under any licence and data supply contracts
entered into by the Trustee and/or the Manager in respect of the Fund (including,
without limitation, the Licence Agreement);(iii)

all fees and expenses to be paid to liquidity providers (including, without limitation, any
stipends or incentives to be paid to the designated market makers of the Fund);(iv)

all stamp and other duties, taxes, governmental charges, brokerage, commissions,exchange costs and commissions and bank charges in relation to transactions
involving the whole or any part of the Deposited Property or on the creation,
cancellation or redemption of Units or payable in respect of the Trust Deed;(v)

all professional fees relating to the agreeing and/or contesting of taxation liabilities orrecoveries to be discharged out of or paid into the Fund;(vi)

the fees and expenses of any person (including, without limitation, the Trustee and theManager) acting as the Registrar, the administrator for the Fund and the Custodian,pursuant to the terms of the agreements entered into by the Trustee and/or the69

Manager with the Registrar, the administrator for the Fund or the Custodian
respectively;(vii)

the charges, expenses and disbursements of any legal counsel, accountant, auditor,
investment advisor, valuer, broker or other professional person appointed by theTrustee or the Manager in connection with their respective duties in relation to theFund, the trusteeship and/or the management and administration of the Deposited
Property;(viii)

all charges, expenses and disbursements incurred in relation to the safe-custody,acquisition, holding, realisation of or other dealing with any Investment for the accountof the Fund (including, without limitation, bank charges, Duties and Charges, telex andfacsimile and other communication charges);(ix)

all charges and expenses incurred by the Manager and the Trustee insuring the assets
and property of the Fund;(x)

all charges and expenses incurred by the Manager and the Trustee in conducting legal
proceedings or applying to any court for any purposes related to the Fund;(xi)

all charges and expenses incurred by the Manager and the Trustee in communicatingwith each other and with Holders, the Registrar, the Custodian, the administrator for
the Fund, the Participating Dealers or otherwise in relation to the Fund;(xii)

all charges and expenses incurred by the Manager and the Trustee in connection withthe meetings of Holders of the Fund or Class;(xiii)

the fees and expenses incurred by the Manager and the Trustee in obtaining and/or
maintaining the listing of Units on or delisting the Units from the SGX-ST or any othersecurities exchange, and/or the authorisation or other official approval or sanction of
the Fund under the Securities and Futures Act or any other law or regulation in any
part of the world;(xiv)

the fees, costs, charges and expenses incurred in connection with depositing andholding Units in the CDP (including, without limitation, (i) the fees, costs, charges andexpenses of or charged by the CDP arising out of or in connection with any services tobe provided by the CDP in relation to the Fund or the Units and (ii) the fees, costs,
charges and expenses incurred by the Manager or the Trustee in the performance of
their respective duties or obligations under any agreement with the CDP in relation to
the Fund or the Units);(xv)

all costs incurred in respect of the calculation and publication of the Value per Unit
and/or the Issue Price and the Redemption Price and/or prices for Units and/or thesuspension of creations and issues and redemptions of Units in such newspaper ornewspapers in Singapore and elsewhere as the Manager may from time to time think
fit;

(xvi)

to the extent permitted by the CIS Code, all costs incurred in respect of themaintenance of a website or webpage dedicated entirely to the Fund;70

(xvii)all fees, costs and expenses incurred in respect of preparing, printing, distributing andupdating this Prospectus and the product highlights sheet for the Fund, and any
supplementary and replacement prospectuses relating to the Fund;(xviii)all fees, costs and expenses incurred in respect of preparing any deeds supplemental
to the Trust Deed and in respect of preparing any agreement in connection with the
Fund;

(xix)

all costs incurred in respect of the preparation, publication and distribution of theaudited accounts and unaudited interim accounts in accordance with the Trust Deedand of all cheques, statements, notices and other documents relating to the Fund;(xx)

all fees and expenses incurred in connection with the retirement or removal of theManager or the Trustee or the appointment of a new manager or a new trustee for the
Fund;

(xxi)

all fees and expenses of the Auditors in connection with the Fund;(xxii)

all fees and expenses incurred in connection with the retirement or removal of the
Auditors or the appointment of new auditors for the Fund;(xxiii)all expenses incurred in the collection of income for the Income Account (as defined in
the Trust Deed);(xxiv)

all costs and expenses associated with the distributions declared pursuant to the Trust
Deed (including, without limitation, costs and expenses payable in connection with thedelivery of distributions to the CDP);(xxv)

all fees and expenses incurred by the Manager and the Trustee in establishing or
terminating the Fund or Class;(xxvi)

all other reasonable costs, charges and expenses which in the opinion of the Trustee
and the Manager are properly incurred in the administration of the Fund and the
Deposited Property and pursuant to the performance of their respective duties under
the Trust Deed;(xxvii) all such charges, costs, expenses and disbursements as under the general law theTrustee is entitled to charge to the Fund;(xxviii) all GST paid or to be paid in respect of services rendered to or by the Manager or the
Trustee;(xxix)

any other fees or charges expressly provided by the Trust Deed to be paid out of the
Deposited Property;(xxx)

all taxation payable in respect of income or the holding of or dealings with the Deposited
Property;71

(xxxi)all fees and expenses incurred by the settlement agent and/or trading agent appointed
in respect of any investments by the Fund, including any fees and expenses relating to
the purchase and settlement of Index Securities on the China Interbank Bond Market;(xxxii) any amounts required to indemnify the Trustee pursuant to the Trust Deed; and(xxxiii) such other items as may be authorised or permitted by the Trust Deed.
149.

Except to such extent as the Manager may from time to time determine that the whole or any
part of the Management Fee, the Trustee Fee or any costs, charges, fees or expenses(including, without limitation, any interest and expenses referred to in paragraph 148 above)that may be charged against the Deposited Property shall be charged against the Deposited
Property, the same shall be charged as far as possible against the Income Account (as definedin the Trust Deed) first.

150.

The costs of establishing the Fund (which shall not exceed S$250,000) may be paid out of the
Deposited Property and may be amortised over a period of one (1) year from the date of thefirst issue of Units.
Valuation of the Fund

151.

The Manager shall calculate or procure the calculation of the Value of the Fund and determine
its NAV as at each Valuation Point by valuing the Deposited Property in accordance withparagraphs 152 and 153 below, and deducting the liabilities of the Fund in accordance withparagraph 153 below, as at such Valuation Point. The Manager may appoint any professional
person to perform such calculation.

152.

The Value of the assets comprised or to be comprised in the Deposited Property shall be
ascertained on the following basis:(i)

The Value of Index Securities and non-Index Securities shall be determined byreference to the last known transacted price or last closing price for such Investments
furnished by the Index Licensor, or a pricing service or by selected brokers approvedby the Manager and the Trustee ("Selected Brokers").
(a)

The Value of Index Securities may be taken from the Index Licensor (whereavailable). Other acceptable pricing services for Index Securities (whereappropriate Values are not available from the Index Licensor) and non-Index
Securities include, but are not limited to, Refinitiv, Reuters or any successors
thereto.

(b)

Index Securities and non-Index Securities for which quotations are not readily
available are valued at fair value as determined by the pricing service or by
Selected Brokers.

(c)

The pricing service or Selected Brokers may employ electronic data processing
techniques and/or a matrix system to determine valuations.

72

(ii)

153.

The Value of any other Investments quoted, listed or normally dealt in on a Recognised
Exchange shall be determined by reference to prices for such Investments furnishedby a pricing service approved by the Manager and the Trustee.
(a)

The pricing service shall be required to determine or estimate the price of eachsuch Investment based on the last known transacted price or last closing priceon the most appropriate Recognised Exchange at the Valuation Point.

(b)

Investments for which quotations are not readily available are valued at fairvalue as determined by the pricing service using methods which include
consideration of prices of Investments of comparable quality, type, expiration
date, strike price, and the like; indications as to value from dealers; and generalmarket conditions.

(iii)

Cash, deposits and similar properties shall be valued at face value (together with
accrued interests) unless, in the opinion of the Manager, any adjustment should bemade to reflect the fair value thereof.

(iv)

Notwithstanding any of the foregoing sub-paragraphs, the Manager may with thewritten consent of the Trustee (who shall determine if Holders should be informed ofany change in method of valuation) adjust the Value of any Investment or permit someother method of valuation to be used if, having regards to currency, applicable rates ofinterest, maturity, marketability and such other considerations as the Manager may
deem relevant, the Manager considers that such adjustment or other method ofvaluation is required to reflect more fairly the Value of such Investment or otherproperty.

(v)

Other Investments, and properties other than Investments shall be valued in suchmanner and at such time or times as the Manager and the Trustee shall from time totime agree.

In calculating the Value of the Deposited Property or any part thereof at any Valuation Point:(i)every Unit agreed to be issued in relation to an application received on or before the
Dealing Deadline on a Transaction Date shall be deemed to be in issue on the Dealing
Day immediately following the Transaction Date (and, in particular but without
limitation, every Unit applied for in accordance with Clause 11 of the Trust Deed shallbe deemed to be in issue on the Dealing Day immediately following the TransactionDate) and the Deposited Property shall be deemed to include the amount of any cash
and/or Value of any Deposit Securities to be paid and/or received in respect of eachsuch Unit on the Dealing Day immediately following the Transaction Date;(ii)

where, in consequence of any redemption request duly given pursuant to Clause 14 of
the Trust Deed on or before the Dealing Deadline on a Transaction Date, the Units inquestion shall be deemed not to be in issue with effect from the Dealing Day
immediately following the Transaction Date (and, in particular, every Unit the subjectof a redemption request given in accordance with Clause 14 of the Trust Deed shall bedeemed not to be in issue with effect from the Dealing Day immediately following theTransaction Date) and any amount payable in cash and the Value of the Redemption
Securities transferable out of the Deposited Property in pursuance of such redemption73

shall be deducted with effect from the Dealing Day immediately following theTransaction Date;(iii)

where any Investment has been agreed to be purchased or otherwise acquired or soldor otherwise disposed of but such purchase, acquisition, sale or disposal has not been
completed, such Investment shall be included or excluded and the gross purchase or
acquisition or net sale consideration excluded or included as the case may require as
if such purchase, acquisition or sale had been duly completed on the Dealing Day
immediately following the date of the agreement to so purchase or acquire or sell or
dispose of the Investment;(iv)

there shall be included in the assets an amount equal to all such costs, charges, feesand expenses as the Manager may have determined to amortise pursuant to Clause
23.5 of the Trust Deed less the amount thereof which have previously been or are thento be written off;(v)

income derived from loans and deposits and from Investments (other than Index
Securities and non-Index Securities) bearing fixed interest shall be deemed to accrue
from day to day;(vi)

the outstanding liabilities, costs and expenses attributable to the Fund shall be
deducted from the Deposited Property which shall include (without limitation):

(vii)

(a)

any amount of Management Fee and Trustee Fee accrued up to and including
the relevant time but remaining unpaid;(b)the amount of tax (if any) on gains or profits accrued up to the end of the lastAccounting Period or part thereof but remaining unpaid and any otherexpenses accrued but remaining unpaid;(c)the aggregate amount for the time being outstanding of any borrowing effectedunder Clause 18 of the Trust Deed and the amount of any interest andexpenses referred to in Clause 18 of the Trust Deed but not paid;(d)an amount equal to the Value of any Investment which is a negative amount;(e)any other costs or expenses payable but not paid which are expressly
authorised by any of the provisions of the Trust Deed to be payable out of the
Deposited Property;(f)an appropriate allowance for any contingent liabilities; and(g)there shall be taken into account such sum (if any) as in the estimate of theManager will fall to be paid or reclaimed in respect of taxation related to income
and transactions prior to or on the relevant Dealing Day; andliabilities shall (where appropriate) be treated as accruing from day to day.

In respect of paragraph 153 above, the Value of the proportion of the Deposited Property
attributable to each Class shall be calculated by apportioning the Value of the relevant74Deposited Property (obtained in accordance with paragraphs 152 and 153 above provided thatno deduction or addition shall be made in respect of expenses, charges or other amounts which
are not common to all the Classes) between the Classes and then deducting from or adding tothe Value of the proportion of the Deposited Property for each Class any expense, charge orother amount attributable to such Class (including, but not limited to, the Management Fee or
any other fee, if it differs between the Classes). For the avoidance of doubt, where any expense,
charge or amount payable out of or payable into the Deposited Property pursuant to this Deedis attributable only to a particular Class, such amount shall only be deducted from or added to
the value of the Deposited Property which is attributable to that Class and shall not affect thecalculation of the Value of the Deposited Property attributable to the other Classes.
Valuation policy and performance measurement standards of the Manager
154.

Valuations shall be done on every Dealing Day. There will not be a suspension of valuation byreason of an exchange holiday. In such cases, the last available security prices shall continue
to be applied for valuation purposes.
Notwithstanding the foregoing, the Manager’s pricing committee will subject to the provisionsof the CIS Code and the conditions set out in Section XIII of this Prospectus retain the discretion
to suspend valuation if deemed necessary. The Manager’s pricing committee is responsible forconsidering and arriving at a consensus decision to address any pricing disputes or valuation
methodology that requires ad hoc decision due to market situation. Subject to the provisions of
the CIS Code, the Manager may request for approval to suspend the valuation and dealing of
the Fund if the fair value of a material portion of the Fund’s assets cannot be determined.
The Manager collates and maintains portfolio and series data in the performance systems on
a periodic basis and generates performance results to meet reporting requirements. Timeweighted rate of return (TWRR) methodology is adopted for portfolio returns calculation.
Hard-to-value or illiquid assets

155.

If the most recent available price for a security invested into by the Fund exceeds one monthfor reasons of non-availability of prices from regular market sources and/or counterparties, anappropriate liquidity reserve shall be applied on the last available price in accordance with theManager’s pricing and valuation policy. The adjusted price shall be approved by the Manager’s
pricing committee prior to application.

156.

Compulsory Redemption of Units

156.1

The Manager has the right (in consultation with the Trustee) to compulsorily redeem any
holdings of Units in the Fund or Class held by:(a)any Holder:(i)whose subscription for or holding of Units, in the opinion of the Manager, is or
may be in breach of any applicable law or regulation in any jurisdiction; or(ii)where such redemption is, in the opinion of the Manager, necessary or
desirable for the compliance by the Manager or the Fund with any applicablelaw or regulation in any jurisdiction (including any regulatory exemption
conditions); or

75

(b)

(c)

156.2

any Holder whose holdings of Units, in the opinion of the Manager:(i)

may cause the Fund to lose its authorised or registered status with any
regulatory authority in any jurisdiction; or(iii)

may cause the offer of the Units of the Fund, the Fund, this Prospectus, theTrust Deed, the Manager or the Trustee to become subject to any authorisation,
recognition, approval or registration requirements under any law or regulationin any other jurisdiction; orany Holder whose holdings of Units, in the opinion of the Manager:(i)

may cause a detrimental effect on the tax status of the Fund in any jurisdiction
or on the tax status of the Holders of the Fund; or(ii)

may result in the Fund or other Holders of the Fund suffering any other legal
or pecuniary or administrative disadvantage which the Fund or the Holders
might otherwise not have incurred or suffered; or(d)any Holder who fails any anti-money laundering, anti-terrorist financing or know-yourclient checks, or where any information and/or documentary evidence requested by theManager and/or the Trustee for the purposes of any anti-money laundering, antiterrorist financing or know-your-client checks cannot be obtained from the Holder, or
the Holder has failed to provide the same, in a timely manner; or(e)any Holder, where information (including but not limited to information regarding tax
status, identity or residency), self-certifications or documents as may be requested by
the Manager and/or the Trustee pursuant to any laws, regulations, guidelines,
directives or contractual obligations with other jurisdictions' authorities (including,
without limitation, the FATCA and/or any Singapore laws, regulations, guidelines anddirectives implemented as part of any inter-governmental agreement entered into
between the United States and Singapore in connection with the FATCA) cannot be
obtained from the Holder, or the Holder has failed to provide the same, in a timely
manner; or(f)any Holder who does not consent, or withdraws his consent, for the Manager or the
Trustee to collect, use and/or disclose information or data relating to the Holder, wheresuch information or data is necessary for, or reasonably required by, the Manager, theTrustee, their respective related corporations and/or other service providers to performtheir respective services and/or duties to or in respect of (i) the Fund and/or (ii) the
Holder in relation to his holdings of Units in the Fund.

If the Manager and/or the Trustee are required to account to any duly empowered fiscal
authority of Singapore or elsewhere for any income or other taxes, charges or assessments
whatsoever on the value of any Units held by a Holder, the Manager (in consultation with theTrustee) shall be entitled to compulsorily redeem such number of Units held by that Holder as
may be necessary to discharge the liability arising. The Manager and/or the Trustee (as thecase may be) shall be entitled to apply the proceeds of such redemption in payment,
reimbursement and/or set-off against the liability.

76156.3

Any compulsory redemption under paragraphs 156.1 or 156.2 may be carried out by theManager on any Dealing Day after giving prior written notice to the relevant Holder, and shallbe carried out in accordance with, and at the Redemption Price determined under, the relevant
provisions of the Trust Deed.

156.4

The Manager, the Trustee and their respective delegates, agents or Associates shall not beliable for any loss (whether direct or consequential and including, without limitation, loss of
profit or interest) or damage suffered by any Holder or any party arising out of or caused inwhole or in part by any actions which are taken by the Manager, the Trustee and/or any of theirrespective delegates, agents or Associates under paragraphs 156.1, 156.2 or 156.3.

157.

Securities Lending and Repurchase Transactions

157.1

Subject to the provisions of the Trust Deed, the CIS Code and the limits and/or restrictions (ifany) applicable to Excluded Investment Products, the Fund may carry out securities lending
and repurchase transactions on transferable securities and money market instruments for thesole purpose of efficient portfolio management, subject to the following limits:(a)

The collateral of the securities lending or repurchase transactions should exceed themarket value of the transferable securities or money market instruments transferred;(b)

The counterparty would be required to provide additional collateral to the Fund or its
agent no later than the close of the next business day when the current value of theeligible collateral tendered for the securities lending or repurchase transactions falls
below the required collateral requirements;(c)

For the purposes of securities lending and repurchase transactions, collateral may only
consist of:
(i)

cash;

(ii)

money market instruments; or(iii)

bonds.

For the purpose of the above, money market instruments and bonds should be issued
by, or have the benefit of a guarantee from, an entity or trust that has a minimum longterm rating of A by Fitch, A by Moody’s or A by Standard and Poor’s (including subcategories or gradations therein) (collectively, “eligible collateral”).
Notwithstanding the above, securitised debt instruments as well as money market
instruments or bonds with embedded financial derivatives are not eligible as collateral;

157.2

(d)

The maturity period of a repurchase transaction should not exceed 6 months; and(e)

The Manager may lend the securities of the Fund to its related corporations and/or any
third party and such transactions will be carried out on an arm’s length basis. There will
be no revenue sharing arrangement between the Fund and the Manager.

Risks relating to securities lending or repurchase transactions
Securities lending or repurchase transactions involve counterparty risk/credit risk, liquidity risk,
sufficiency of collateral risk, collateral investment risk, delivery risk and operational risk, as
described below:(a)Counterparty risk/credit risk refers to the risk when a counterparty defaults on its
obligations by becoming insolvent or otherwise being unable to complete a transaction.

77

158.

(b)

Liquidity risk is the risk that the counterparty cannot settle an obligation for the full value
when it is due, but would be able to settle on some unspecific date thereafter. This may
affect the ability of the Fund to meet their redemption obligations and other payment
commitments.

(c)

Sufficiency of collateral risk. Following a default by a counterparty, the Fund can sell its
collateral in the market to raise funds to replace the lent securities. It will suffer a loss
if the value of the collateral securities falls relative to the lent securities.

(d)Collateral investment risk. The value of the securities in which the Manager invests the
cash collateral may decline due to fluctuations in interest rates or other market-related
events.

(e)

Delivery risk occurs both when securities have been lent and collateral has not been
received at the same time or prior to the loan, and when collateral is being returned but
the loan return has not been received.

(f)Operational risk is risk that the custodian or the lending agent did not administer the
program as agreed. This includes the failure to mark to market collateralization levels,
call for additional margin, or to return excess margin and to post corporate actions andincome including all economic benefits of ownership.

Liquidity Risk Management
The Manager has established liquidity risk management policies which enable the Manager to
identify, monitor, and manage the liquidity risks of the Fund. Such policies, combined with theliquidity management tools available, seek to achieve fair treatment of Holders, and safeguard
the interests of remaining Holders against the redemption behaviour of other investors andmitigate against systemic risk.
The Manager’s liquidity risk management policies take into account the Fund’s liquidity terms,
asset class, liquidity tools and regulatory requirements.
The liquidity risk management tools available to manage liquidity risk include the following:(a)

The Fund may, subject to the provisions of the Trust Deed, borrow up to 10% of its
latest available net asset value (or such other percentage as may be prescribed by theCode) at the time the borrowing is incurred and the borrowing period should not exceed
one month, provided always and subject to the borrowing restrictions in the Code;(b)

The Manager may, pursuant to the Trust Deed, suspend the realisation of Units of theFund or any Class with the prior approval of the Trustee, and if the Manager and theTrustee so agree, delay the payment of any moneys and distribution of any Redemption
Securities; and(c)

The Manager shall, and pursuant to the Trust Deed, be entitled to limit the total numberof Units which Holders are entitled to redeem on a Dealing Day to ten per cent. (10%)(or such higher percentage as the Manager may determine in any particular case) of
the total number of Units in issue (disregarding any Units which have been agreed to
be issued), such limitation to be applied (subject as provided in the last sentence of thisparagraph) pro rata to all Participating Dealers who have validly requested redemptions78

to be effected on such Dealing Day so that the proportion redeemed of each holding so
requested to be redeemed is the same for all Participating Dealers.
159.

The Trust DeedYou and your professional advisers should note that this Prospectus only summarises selected
provisions of the Trust Deed. The Trust Deed is a legal document which sets out the rights,
responsibilities and obligations of the Manager, Trustee and Holders. You may wish to inspecta copy of the Trust Deed at the business address of the Manager indicated in paragraph 5
above. If you have any doubt regarding the contents of this Prospectus, you should contact theManager at the telephone number provided in paragraph 117 above, or consult your solicitor,
financial adviser or other professional adviser.

160.

Documents Available for Inspection
You may inspect copies of the following documents at the business address of the Manager
during normal business hours:(i)the Trust Deed;(ii)

the Depository Agreement between the Manager, the Trustee and the CDP;

(iii)

the Licence Agreement; and(iv)

a sample agreement between the Manager, Trustee and Participating Dealers.

XX

GLOSSARY

161.

Unless the context otherwise requires, the following words or expressions shall have themeanings respectively assigned to them, namely:"Associate" has the meaning ascribed to it under the Listing Rules;"Authority" means the Monetary Authority of Singapore;"Business Day" means any day (other than a Saturday, Sunday or gazetted public holiday) on
which commercial banks are open for business in Singapore and PRC and the SGX-ST is open
for business;"Cash Dealing Day" means every Dealing Day or such other day(s) as from time to time
determined by the Manager with the prior approval of the Trustee;"Cash Settlement Date" has the meaning as ascribed to it in paragraph 55 of this Prospectus
or such other time/date as from time to time determined by the Manager with the prior approvalof the Trustee;"CDP" means The Central Depository (Pte.) Limited, a wholly-owned subsidiary of Stock
Exchange Limited;79

"CIS Code" means the Code on Collective Investment Schemes issued by the Authority
pursuant to the Securities and Futures Act, as may be amended, modified, or supplemented
from time to time by the Authority;"Connected Persons" has the meaning ascribed to it under the Securities and Futures Act,and the Listing Rules, and in relation to any firm, limited liability partnership or corporation orcompany (as the case may be) means:(a)another firm, limited liability partnership or corporation in which the first mentioned firm,
limited liability partnership or corporation has control of not less than twenty per cent.
(20%) of the voting power in that other firm, limited liability partnership or corporation;or(b)a director, chief executive officer or substantial shareholder or Controlling Shareholder(as defined in the Trust Deed) of the company or any of its subsidiaries or an Associateof any of them;"CPF" means the Central Provident Fund;"Creation Request" means a request for the creation of Units in-kind as set out in paragraphs
57 to 65 of this Prospectus;"Creation Unit" means a multiple of 20,000,000 Units or of such other number of Units as may
be determined by the Manager from time to time, with the prior approval of the Trustee;"Custodian" means the Trustee and/or such other person or persons for the time being
appointed by the Trustee with the prior approval of the Manager as the custodian of the Fundto hold all the assets and property of the Fund;"Dealing Day" means any day (other than a Saturday, Sunday or gazetted public holiday) on
which commercial banks are open for business in Singapore and PRC and the SGX-ST is open
for normal trading (other than a day on which trading on the SGX-ST is scheduled to close prior
to its regular weekday closing time) and the Index is compiled and published and/or such otherday or days as the Manager may from time to time determine with the approval of the Trustee;"Dealing Deadline" means:(a)

12 noon (Singapore time) on the relevant Cash Dealing Day, for purposes of thesubscription of Units in cash or redemption of Units for cash on any Cash Dealing Day(or such other time as the Manager may determine with the prior approval of theTrustee and prior notification to the Holders at such time and in such manner as theTrustee may require); and(b)

5.30 pm (Singapore time) on the relevant Dealing Day, for purposes of the subscription
or redemption of Units in kind on any Dealing Day (or such other time as the Manager
may determine with the prior approval of the Trustee and prior notification to theHolders at such time and in such manner as the Trustee may require);80

"Deposit Basket" means a portfolio of Index Securities and non-Index Securities determinedand designated, or approved, by the Manager in respect of each Dealing Day for the purposesof the creation of Units in a Creation Unit aggregation for that Dealing Day;
"Deposited Property" means all the assets (including cash) for the time being held or deemed
to be held upon the trusts of the Trust Deed excluding any amount for the time being standing
to the credit of the Income Account (as defined in the Trust Deed) which the Manager has
determined is to be distributed to the Holders pursuant to Clause 20 of the Trust Deed;"Designated Market Maker" means a person who has entered into an agreement with theManager to make a market in the Units on the SGX-ST;"Ex. Dividend Date" means each date in each year which falls one (1) Business Day (or suchother number of days as may from time to time be determined by the Manager with the priorapproval of the Trustee) immediately before a Record Date being the date or dates in each year
for the purpose of allocating the income from the Income Account (as defined in the Trust Deed)
and/or any capital of the Deposited Property for distribution to Holders of record on the following
Record Date;“Excluded Investment Products” means any capital markets products that belong to a classof capital markets products listed in the Schedule to the Securities and Futures (Capital Markets
Products) Regulations 2018;"Extraordinary Resolution" means a resolution proposed and passed as such by a majority
consisting of seventy-five per cent. (75%) or more of the total number of votes cast for andagainst such resolution at a meeting of Holders of the Fund or a Class or (as the case may be)
Depositors (as defined in the Trust Deed) named in the depository register as at 48 hours before
the time of such meeting as certified by the CDP to the Manager or the Trustee;"Fitch" means Fitch Incorporated;"Former Index Security" means a share which was formerly, but has ceased to be, an Index
Security;"Fund" means the NikkoAM-ICBCSG China Bond ETF;
"Future Index Security" means a bond which the Index Licensor has announced will be
included in the Index or which the Manager and the Trustee reasonably believe will be includedin the Index within 30 days of including it in the Deposited Property and/or the Deposit
Basket/Redemption Basket;"Holder" means the person for the time being entered in the register (kept and maintained in
Singapore by the Trustee in such manner as may be required by applicable law and regulation)
as the holder of a Unit and (where the context so admits) persons jointly so entered;"Index" means the ChinaBond ICBC 1-10 Year Treasury and Policy Bank Bond Index or suchother index as the Fund may track from time to time;"Index Licensor" means the licensor for the time being of the Index being at the date ofregistration of this Prospectus, ChinaBond Pricing Center Co., Ltd. or such successor(s) or such81other person(s) which licence the Index or any Successor Index to the Manager in respect of
the Fund;"Index Securities" means any securities which are for the time being constituent securities of
the Index;"Licence Agreement" means the licence agreement entered or to be entered into between
ChinaBond Pricing Center Co., Ltd. and the Manager relating to the "ChinaBond ICBC 1-10
Year Treasury and Policy Bank Bond Index" or any subsequent licence agreement entered intoby the Manager with an Index Licensor relating to the Index including any Successor Index;"Listing Rules" means the listing rules for the time being applicable to the listing of the Fundas an investment fund on the SGX-ST as the same may be modified, amended, supplemented,
revised or replaced from time to time;"Market Day" means any day (other than a Saturday, Sunday or gazetted public holiday) on
which commercial banks are open for business in Singapore and the SGX-ST is open forbusiness;"Moody's" means Moody's Investors Service, Inc. U.S.A.;"NAV" means net asset value calculated by reference to the provisions and principles set out
in paragraphs 151 to 153 of this Prospectus;"Notice on the Sale of Investment Products" means the Notice on the Sale of Investment
Products issued by the Authority, as the same may be modified, amended or revised from time
to time;"non-Index Securities" means securities other than Index Securities;"OTC" means over-the-counter;"Participant Agreement" means an agreement entered into between the Trustee, theManager, and a Participating Dealer setting out, inter alia, the arrangements in respect of theissue, redemption and cancellation of Units;"Participating Dealer" means any participant who is a broker or dealer or such other person
as may be approved by the Manager and the Trustee and who has entered into a Participant
Agreement in form and substance acceptable to the Manager and the Trustee;“PRC” means the People’s Republic of China;“prescribed capital markets products” shall have the meaning as set out in the Securities
and Futures (Capital Markets Products) Regulations 2018, as the same may be modified,amended or revised from time to time;"Redemption Basket" means a portfolio of Index Securities and non-Index Securities
determined and designated, or approved, by the Manager in respect of each Dealing Day forthe purposes of the redemption of Units in a Redemption Unit aggregation for that Dealing Day;

82

"Redemption Request" means a request for the redemption of Units in-kind as set out inparagraphs 77 to 86 of this Prospectus;"Redemption Securities" means, in relation to any redemption of Redemption Units, the Index
Securities and non-Index Securities comprising a Redemption Basket to be distributed, subject
to paragraph 86, from the Fund to or for the account of a Participating Dealer on behalf of a
Holder pursuant to a Redemption Request submitted by that Participating Dealer for that Holder
in accordance with paragraphs 77 to 84;"Redemption Unit" means a multiple of 20,000,000 Units or of such other number of Units as
may be determined by the Manager from time to time, with the prior approval of the Trustee;"Recognised Exchange" means an internationally recognised stock or investment exchange
or marketplace which is regulated, operates regularly and is open to the public and which isapproved by the Trustee and the Manager;"Record Date" means the date or dates determined by the Manager (with the prior approval of
the Trustee) as the date or dates for the purpose of determining the Holders of record entitled
to receive any distributions of income and/or capital of the Deposited Property;"Registrar" means DBS Trustee Limited (Company Registration No.: 197502043G) as
described in paragraph 16 of this Prospectus;"RMB" means Renminbi, the lawful currency of the PRC;
"S&P" means Standard and Poor's Corporation, U.S.A.;"S$", “SGD” or "Singapore dollars" means the lawful currency of the Republic of Singapore;"Securities Accounts" means the securities account or sub-account maintained by a
Depositor (as defined in the Trust Deed) with CDP;
"Securities and Futures Act" means Securities and Futures Act (Chapter 289) of Singapore;"Settlement Date" has the meaning ascribed to it in paragraph 61 of this Prospectus or suchother time/date as may be determined and agreed between the Trustee and the Manager (oneither a general or case by case basis) provided always that the Trustee and the Manager may
agree upon different Settlement Dates for creations and redemptions with respect to a
Transaction Date;"SGX-ST" means the Singapore Exchange Securities Trading Limited or any successor thereto;“SRS” means Supplementary Retirement Scheme;"Subscription Value" means the Issue Price at the relevant Valuation Point ascertained inaccordance with paragraph 58 of this Prospectus;"Transaction Date" means the Dealing Day (Singapore time) on which the Registrar receives
or is treated as having received a valid application for Units in accordance with Clause 9.5 of83

the Trust Deed or a valid request to redeem Units in accordance with Clause 14.2 of the Trust
Deed;"Unclaimed Monies Account" has the meaning ascribed to it in paragraph 122 of thisProspectus;"US$", “USD” or "United States dollars" means the lawful currency of the United States ofAmerica;"Valuation Point" means the close of business of the relevant Dealing Day (or such other timeor times as from time to time determined by the Manager with the prior approval of the Trustee(who shall determine if Holders should be notified of such change) provided that there shallalways be a Valuation Point on each Dealing Day; and"Value" means with reference to the Deposited Property of the Fund or any part thereof, its net
asset value, or with reference to any asset or liability comprised or to be comprised in the
Deposited Property (except where otherwise expressly stated) the value thereof, calculated byreference to the provisions and principles set out in paragraphs 151 to 153 of this Prospectus.

84

APPENDIX 1: UNDERLYING INDEXThe information presented in this Appendix has been extracted from publicly available documents thathave not been prepared or independently verified by the Manager, the Trustee or any of their respective
affiliates or advisers in connection with the offering and listing of Units and none of them makes any
representation as to or takes any responsibility for the accuracy or completeness of this Appendix. The
information presented in this Appendix is subject to change by the Index Licensor.
As at 23 August 2021, the composition and weightings of the top 10 constituent securities of the Index
were as follows:
S/N

IssuerCouponMaturity

Weighting1

Ministry of Finance of the People's Republic of China

3.27%

19/11/2030

1.29%

2

Ministry of Finance of the People's Republic of China

2.93%

10/12/2022

1.27%

3

Ministry of Finance of the People's Republic of China

2.86%

16/7/2030

1.27%

4

Ministry of Finance of the People's Republic of China

3.02%

22/10/2025

1.26%

5

Ministry of Finance of the People's Republic of China

2.77%

24/6/2030

1.26%

6

Ministry of Finance of the People's Republic of China

2.68%

21/5/2030

1.20%

7

Ministry of Finance of the People's Republic of China

2.85%

4/6/2027

1.20%

8

Ministry of Finance of the People's Republic of China

2.88%

5/11/2023

1.19%

9

Ministry of Finance of the People's Republic of China

1.99%

9/4/2025

1.17%

10

Ministry of Finance of the People's Republic of China

3.28%

3/12/2027

1.17%

Source: ChinaBond Pricing Center Co., Ltd.

85NIKKO ASSET MANAGEMENT ASIA LIMITEDBOARD OF DIRECTORS

Seet Oon Hui Eleanor
Director

Kiyotaka Ryu
Director(signed by Seet Oon Hui Eleanor
for and on behalf of Kiyotaka Ryu)

Hiroki Tsujimura
Director (signed by Seet Oon Hui Eleanor
for and on behalf of Hiroki Tsujimura)

PROSPECTUS OF NIKKOAM-ICBCSG CHINA BOND ETF

86This page has been intentionally left blankThis page has been intentionally left blankNikko Asset Management Asia Limited
12 Marina View, #18-02 Asia Square Tower 2, Singapore 018961
Website: www.nikkoam.com.sg