YOUR GOALS,OUR COMMITMENT.

PROSPECTUS— Nikko AM Shenton Asia Pacific Fund
— Nikko AM Shenton Emerging Enterprise Discovery Fund
— Nikko AM Shenton Japan Fund
— Nikko AM Shenton Thrift Fund
— Nikko AM Shenton Global Green Bond Fund
— Nikko AM Shenton Income Fund
— Nikko AM Shenton Short Term Bond Funds— Nikko AM Shenton Short Term Bond Fund (S$)— Nikko AM Asia Investment Funds— Nikko AM Shenton Global Property Securities Fund
— Nikko AM Shenton Asia Dividend Equity Fund
— Nikko AM Shenton Asia Bond Fund
Dated 19 March 2024
(Replacement Prospectus dated 10 October 2024)

This Prospectus dated 10 October 2024 is a replacement
prospectus lodged pursuant to Section 298 of the Securities andFutures Act 2001 of Singapore and replaces the prospectus
registered by the Monetary Authority of Singapore on 19 March
2024.

This page has been intentionally left blankDIRECTORYManagers

Nikko Asset Management Asia Limited
12 Marina View, #18-02, Asia Square Tower 2, Singapore
018961(Company Registration Number: 198202562H)

Trustee

BNP Paribas Trust Services Singapore Limited
20 Collyer Quay, #01-01, Singapore 049319(Company Registration Number: 200800851W)

Custodian

BNP Paribas, acting through its Singapore Branch(Company Registration No.: S71FC2142G)
20 Collyer Quay, #01-01, Singapore 049319

Auditors

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

Solicitors to the Managers

Allen & Gledhill LLP
One Marina Boulevard, #28-00, Singapore 018989

Solicitors to the Trustee

For Nikko AM Shenton Japan Fund, Nikko AM Shenton Asia
Pacific Fund, Nikko AM Global Green Bond Fund, Nikko AM
Shenton Emerging Enterprise Discovery Fund, Nikko AM
Shenton Income Fund and Nikko AM Shenton Thrift Fund:
Dentons Rodyk & Davidson LLP
80 Raffles Place, #33-00, UOB Plaza 1, Singapore 048624
For Nikko AM Shenton Short Term Bond Funds – Nikko AM
Shenton Short Term Bond Fund (S$), Nikko AM Asia
Investment Funds – Nikko AM Shenton Asia Dividend Equity
Fund, Nikko AM Asia Investment Funds – Nikko AM Shenton
Global Property Securities Fund and Nikko AM Asia
Investment Funds – Nikko AM Shenton Asia Bond Fund:Tan Peng Chin LLC
50 Raffles Place, #27-01, Singapore Land Tower, Singapore
048623i

IMPORTANT INFORMATIONThe Schemes (as defined in paragraph 1.1 of this Prospectus) offered in this Prospectus areauthorised schemes under the Securities and Futures Act 2001. A copy of this 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. Registration of this Prospectus by the
Authority does not imply that the Securities and Futures Act 2001 or any other legal or regulatory
requirements have been complied with. The Authority has not, in any way, considered the investment
merits of the Schemes.
Nikko Asset Management Asia Limited (the “Managers”) accepts full responsibility for the accuracy of
the information set out in this Prospectus and confirms, having made all reasonable enquiries that tothe best of its knowledge and belief, there are no other facts the omission of which would make any
statement in this Prospectus misleading.
This Prospectus does not constitute an offer or solicitation for the purchase of Units to anyone in any
jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful
to make such offer or solicitation and may be used only in connection with this offering of Units by theManagers or their approved distributors.
The Units in the Schemes may not be directly or indirectly offered or sold in the United States ofAmerica 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 person (as defined in Rule 902 of Regulation S
under the United States' Securities Act of 1933, as amended) ("US Person"). If at any time it shallcome to the knowledge of the Managers that any Units are held by or in the beneficial ownership or
under the control of a US Person, the Managers shall have the right, on giving written notice, topurchase from the Holder such Units at the Realisation Price or to require the Holder of such Units totransfer all such Units to a person who is not a US Person.
Rule 902 of Regulation S under the Securities Act defines US Person to include inter alia any natural
person resident of the United States and with regards to Investors other than individuals, (i) acorporation or partnership organized or incorporated under the laws of the US or any state thereof; (ii)a trust: (a) of which any trustee is a US Person except if such trustee is a professional fiduciary and aco-trustee who is not a US Person has sole or shared investment discretion with regard to trust assets
and no beneficiary of the trust (and no settlor if the trust is revocable) is a US Person or (b) where
court is able to exercise primary jurisdiction over the trust and one or more US fiduciaries have theauthority to control all substantial decisions of the trust and (iii) an estate (a) which is subject to US
tax on its worldwide income from all sources; or (b) for which any US Person is executor or
administrator except if an executor or administrator of the estate who is not a US Person has sole orshared investment discretion with regard to the assets of the estate and the estate is governed byforeign law.
The term “US Person” also means any entity organized principally for passive investment (such as acommodity pool, investment company or other similar entity) that was formed: (a) for the purpose of
facilitating investment by a US Person in a commodity pool with respect to which the operator isexempt from certain requirements of Part 4 of the regulations promulgated by the United States
Commodity Futures Trading Commission by virtue of its participants being non-US Persons or (b) by
US Persons principally for the purpose of investing in securities not registered under the United StatesiiSecurities Act of 1933, unless it is formed and owned by “accredited investors” (as defined in Rule
501 (a) under the Securities Act of 1933) who are not natural persons, estates or trusts.
“United States” means the United States of America (including the States and the District ofColumbia), its territories, its possessions and any other areas subject to its jurisdiction.
You should consider the normal risks involved in investing and participating in collective investment
schemes before investing in the Schemes. Details of the risks involved are set out in paragraph 7 ofand Appendices 2, 3 and 4 to this Prospectus.
You should seek professional advice to ascertain (i) the possible tax consequences, (ii) the legal
requirements, (iii) any foreign exchange restrictions or exchange control requirements which you may
encounter under the laws of the country of your citizenship, residence or domicile and (iv) any
restrictions or requirements under the CPFIS Regulations and the terms and conditions in respect of
the CPFIS issued by the CPF Board (as the same may be amended, modified or supplemented fromtime to time), which may be relevant to the subscription, holding or disposal of Units and should informyourself of and observe all such laws and regulations in any relevant jurisdiction that may be applicableto you.
No application has been made for the Schemes (as defined in paragraph 1.1 of this Prospectus) to belisted on any stock exchange. You may purchase or sell Units through the approved distributors of theManagers in accordance with the provisions of this Prospectus and the relevant Deed(s).
The Units of each of the Schemes (except for the Nikko AM Shenton Short Term Bond Fund (S$)) are
capital markets products other than prescribed capital markets products (as defined in the Securities
and Futures (Capital Markets Products) Regulations 2018) and Specified Investment Products (asdefined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAAN16: Notice on Recommendations on Investment Products).
The Units of the Nikko AM Shenton Short Term Bond Fund (S$) are prescribed capital markets
products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) andExcluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale ofInvestment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment
Products).
The Nikko AM Global Umbrella Fund – Nikko AM Asia ex-Japan Fund (the underlying fund of
the Nikko AM Shenton Asia Pacific Fund) may use or invest in financial derivatives instruments(“FDIs”) for purposes of hedging and/or efficient portfolio management. The Nikko AM Global
Umbrella Fund – Nikko AM Global Green Bond Fund (the underlying fund of the Nikko AM
Global Green Bond Fund) may use or invest in FDIs for purposes of hedging and/or efficient
portfolio management. Please refer to Appendix 2 to this Prospectus for more information.
Personal Data Protection
You consent and acknowledge that any personal data provided to the Managers, the Trustee, theCustodian (as defined in paragraph 4.2 of this Prospectus), the Registrar and/or such other appointed
representatives, agents and/or service providers of the Managers and/or each of their affiliates andrelated corporations (as defined under Section 6 of the Singapore Companies Act 1967)(“Recipients”, each a “Recipient”) whether directly or through appointed distributors or agents orotherwise collected by or on behalf of a Recipient in connection with the subscription for Units,iii

including any personal data relating to third party individuals (e.g. your beneficial owners, directors or
authorised signatories, if you are not an individual) (such personal data, “Data”) may be collected,
used and disclosed by a Recipient for the following purposes: (i) updating and maintaining the Registerof the relevant Scheme (as defined in paragraph 1.1 of this Prospectus); (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 with any 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 or otherwise) including rules and regulations relating to anti-money launderingand countering the financing of terrorism and the carrying out of audit checks, surveillance andinvestigation; (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 yourbehalf, and generating, 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 youraccount(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 undercontract or pursuant to applicable laws and regulations; (xi) administering, operating, processing or
managing the Units, any Scheme (as defined in paragraph 1.1 of this Prospectus) or the umbrella
structure of any Sub-Fund; (xii) meeting or complying with the Recipient’s internal policies andprocedures; (xiii) handling feedback, queries or complaints; (xiv) maintaining the security of theRecipient’s premises including but not limited to the use of forms of surveillance such as security
cameras; (xv) facilitating any proposed or actual business assignment, transfer, participation or subparticipation 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 the prior 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 you consent to and acknowledge all such collection, use
and disclosure on behalf of that third party individual. You shall, upon request from any Recipient,promptly provide a copy of the document(s) containing or evidencing such prior consent obtained fromsuch 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 Managers, the Trustee, the Custodian (as definedin paragraph 4.2 of this Prospectus) or the Registrar; and (iii) any agent, contractor or third party
service provider who provides administrative, mailing, data processing, business process, humanresource, information technology or other services to a Recipient in connection with the operation ofiv

the business of a Recipient or the administration and operation of any Scheme (as defined inparagraph 1.1 of this Prospectus) and/or the umbrella structure of any Sub-Fund.
You may, after consenting to the collection, use and disclosure of your Data, withdraw your consent
by giving notice in writing to the Managers, whether directly or through their appointed agents or
distributors. You should note that a 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), may be deemed to be arequest for redemption of all Units held by you.
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
Treasury Regulations adopted in the United States to implement FATCA (“US FATCA Regulations”)
and intergovernmental agreements entered into by the United States and many other countries toimplement FATCA reporting and exchange of information in those countries (each, an “IGA”) provide
the means by which non-US financial institutions (“FIs”) meet their obligations to report accountinformation with respect to US persons and certain non-US entities owned by US persons. FIs thatcomply with the requirements of the FATCA Regulations or the IGA in effect in their home jurisdictions,as applicable, will avoid US FATCA withholding taxes on relevant payments originating in the US.
Failure to comply with the US FATCA Regulations or an applicable IGA can result in withholding tax
on payments, liability with respect to taxes that should have been withheld, and additional penalties
under both US law and the laws of the FI’s home jurisdiction. Wilful failure to comply can result incriminal penalties.
You acknowledge that you shall notify the Managers or their approved distributors 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 the Managers or their approved distributors 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 Managers or their approved
distributors all documentation or other information required for compliance with FATCA and inconnection 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 Managers or their approved distributors.
You acknowledge that if you fail to provide accurate and timely information the Managers and theirapproved distributors have the right to deem you recalcitrant and/or reportable and shall be entitled totake all necessary action(s) against you to be compliant with requirements under FATCA, including
but not limited 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 theManagers may compulsorily realise all or any of your Units in the relevant Scheme, in any of thecircumstances set out in paragraph 22.12 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 youraccount and to governmental authorities as required by laws and regulations or other agreement byv

or between governments pursuant to FATCA. You represent that you have secured from any third
party whose information may be provided to the Managers and their approved distributors allnecessary consents and/or waivers to permit the Managers and their approved distributors to carryout the actions required pursuant to FATCA, and that you shall secure such consents and waivers
prior to furnishing such information to the Managers and their approved distributors.
You acknowledge that the Managers and their approved distributors are entitled to take all necessary
action determined by the Managers and the approved distributors to be and remain compliant with
FATCA as is required by law or other agreement by or between governments. You authorise theManagers and their approved distributors to withhold or otherwise deduct from any payment any
required tax or other government assessment, including but not limited to any requirement to withholdor deduct an amount pursuant to FATCA.
The Managers and their approved distributors shall have the right to determine and carry out any
action which they consider to be appropriate to meet any obligations or requirements, whether in
Singapore or elsewhere, for the purpose of the prevention of tax evasion. Such actions may include,
but shall not be limited to, investigating and intercepting payments into and out of your account(s)(particularly in the case of international transfer of funds), investigating the source of or intended
recipient of funds, sharing information and documents with any tax or regulatory authorities andwithholding income from your account(s) and transferring it to such tax authorities. If there is any doubt
as to whether a payment in or out of your account is lawful, the Managers and their approved
distributors reserve 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 estateof 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
The Common Reporting Standard (“CRS”) is an internationally agreed standard for the automatic
exchange of financial account information between jurisdictions for tax purposes, to better combat tax
evasion and ensure tax compliance. CRS has been implemented in Singapore via Part 20B of the
Income Tax Act 1947, read together with the Income Tax (International Tax ComplianceAgreements)(Common Reporting Standard) Regulations 2016 (collectively the “CRS Regulations”).

viSingapore has been exchanging financial account information with jurisdictions where Singapore has
a competent authority agreement (also known as “partner jurisdictions”) since September 2018.
The CRS Regulations require a Singapore financial institution that is a Reporting FI (as defined in the
CRS Regulations, and referred to in this paragraph as an “SGFI”) to identify and determine the tax
residences of all its account-holders, and in some cases, the controlling persons of an account holder.
The SGFI is required to report to the Inland Revenue Authority of Singapore (“IRAS”) on an annual
basis, the particulars and account information of its account holders, and where applicable theparticulars of the controlling persons, that are tax residents of partner jurisdictions. The IRAS will inturn transmit the financial account information of such account holders and controlling persons to therespective tax authorities of the partner jurisdictions in which such persons are tax resident pursuant
to the terms of the applicable competent authority agreement.
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), including tax identification numbers, FATCA and CRS classification status and any
additional documentation or information. Where applicable, the information you provided, and thefinancial account information of your account will be reported to the IRAS and transmitted to the otherrelevant tax authorities for purposes of complying with FATCA, the CRS Regulations and any similar
automatic exchange of tax information regimes.
You acknowledge that the Managers and their approved distributors may each take such action
and/or pursue all remedies at its disposal (including, without limitation, rejection of any application for
Units or withholding of redemption proceeds) as they consider necessary to secure payment ofwithholding tax or penalties incurred by the relevant Scheme due to your refusal to provide therequisite information regarding your tax status, identity, tax residency or other information. Any
related tax, costs, interest, penalties and other losses and liabilities suffered by the relevant Scheme
and Managers and their approved distributors or any agent, delegate, employee, director, officer,
manager, member or affiliate of any Holder pursuant to CRS and/or FATCA, arising from your failure
to provide the requested information to the relevant Scheme (whether or not such failure actuallyleads to compliance failures by the relevant Scheme and Managers and their approved distributors,
or a risk of the relevant Scheme and Managers and their approved distributors or the Holder being
subject to withholding tax) shall be economically borne by you.
No Holder affected by any such action or remedy shall have any claim against the relevant Scheme
and Managers for any form of damages or liability as a result of actions taken or remedies pursued
by or on behalf of the relevant Scheme in order to comply with CRS, including the IGA, any Competent
Authority Agreement (“CAA”), the FATCA regulations and the CRS regulations.
In case of cross-border mergers of FIs, the Managers or their approved distributors may be required
to collect additional information from you to comply with the applicable laws or regulations. Please
note that exchange of information to the tax authorities subsequent to merger may be different fromthe exchange of information pre-merger.
You should consult your professional advisers on the possible tax and other consequences withrespect to the implementation of FATCA and CRS.

vii

WARNING
The Schemes may only be offered to professional investors in Hong Kong and are not authorised by
the Securities and Futures Commission. The contents of this document have not been reviewed byany regulatory authority in Hong Kong. You are advised to exercise caution in relation to thisdocument. If you are in any doubt about any of the contents, you should obtain independent
professional advice.

viii

TABLE OF CONTENTS
1.

BASIC INFORMATION ......................................................................................................... 1

2.

THE MANAGERS / SUB-MANAGERS .................................................................................. 53.

THE TRUSTEE.................................................................................................................... 114.

OTHER PARTIES................................................................................................................ 12

5.

STRUCTURE OF THE SCHEMES ...................................................................................... 13

6.

INVESTMENT OBJECTIVE, FOCUS AND APPROACH AND PRODUCT SUITABILITY .... 14

7.

RISKS ................................................................................................................................. 27

8.

SUBSCRIPTION OF UNITS ................................................................................................ 35

9.

REGULAR SAVINGS PLAN................................................................................................ 44

10.

SCHEMES INCLUDED UNDER THE CENTRAL PROVIDENT FUND INVESTMENTSCHEME AND SUPPLEMENTARY RETIREMENT SCHEME ............................................. 46

11.

REALISATION OF UNITS ................................................................................................... 48

12.

EXCHANGE OR CONVERSION OF UNITS ........................................................................ 52

13.

FEES AND CHARGES ........................................................................................................ 55

14.

OBTAINING PRICES OF UNITS ......................................................................................... 65

15.

SUSPENSION OF DEALINGS ............................................................................................ 65

16.

PERFORMANCE OF THE SCHEMES AND BENCHMARKS .............................................. 77

17.

EXPENSE RATIOS AND TURNOVER RATIOS .................................................................. 87

18.

SOFT DOLLAR COMMISSIONS/ARRANGEMENTS .......................................................... 89

19.

CONFLICTS OF INTEREST ................................................................................................ 90

20.

REPORTS ........................................................................................................................... 93

21.

QUERIES AND COMPLAINTS............................................................................................ 94

22.

OTHER MATERIAL INFORMATION ................................................................................... 94

APPENDIX 1 ............................................................................................................................... 125
APPENDIX 2 ............................................................................................................................... 128
APPENDIX 3 ............................................................................................................................... 150
APPENDIX 4 ............................................................................................................................... 152
APPENDIX 5A ............................................................................................................................ 159
APPENDIX 5B ............................................................................................................................ 170
GLOSSARY OF TERMS ............................................................................................................. 179

ix

1.

BASIC INFORMATION

1.1

The collective investment schemes (each a “Scheme” and collectively the “Schemes”) offeredin this Prospectus comprise 7 open-ended, standalone unit trusts and 4 Sub-Funds constituted
under 2 umbrella structures. Each standalone unit trust and each umbrella structure isestablished under the laws of Singapore. Each Sub-Fund is managed as a separate anddistinct trust from other Sub-Funds under the same umbrella structure, but shares a common
central administration (with the other Sub-Funds under the same umbrella structure) provided
by the Managers.
The list of Schemes available for subscription and the Classes established within each
Scheme are set out in the table below:
Equity Schemes
Structure

Name of Scheme

Typeofscheme/Geograp
hical focus

Classes
Units

Sub-Fund
under
the
Nikko
AM
Asia
Investment
Funds
umbrella

Nikko
AM
ShentonGlobalProperty
Securities Fund

Equity Global

SGD Class

SGD

USD ClassUSD

RMB Class*

RMB

SGD Class B*

SGD

USD Class B*

USD

SGD Class S

SGD

Standalone
unit trust

Nikko AM Shenton Asia
Pacific FundSGD Class

SGD

USD Class*USD

RMB Class*

RMB

SGD Class

SGD

USD Class*USD

RMB Class*

RMB

SGD Class

SGD

USD Class*USD

RMB Class*

RMB

Sub-Fund
under
the
Nikko
AM
Asia
Investment
Funds
umbrella

Nikko AM Shenton Asia
Dividend Equity Fund

Standalone
unit trust

Nikko
AM
ShentonEmerging
Enterprise
Discovery Fund

Equity Regional

Equity Regional

Equity Regional

of

Class
Currency1

Structure

Name of Scheme

Typeofscheme/Geograp
hical focus

ClassesUnits

Standalone
unit trust

Nikko
AM
Japan Fund

EquityCountry

SGD Class

SGD

SGD Hedged
Class*SGD

USD Class*

USD

USD Hedged
Class*RMB

ShentonSingleofClass
Currency

USD

RMB Class*Standalone
unit trust

Nikko AM Shenton Thrift
Fund

EquityCountry

SingleSGD Class

SGD

USD Class*USD

RMB Class*

RMB

SGD Class B*

SGD

Fixed Income Schemes
Structure

Name of Scheme

Typeofscheme/Geograp
hical focus

ClassesUnits

Standalone
unit trust

Nikko AM Global Green
Bond Fund

Bond Global

SGD Class

SGD

USD Class*USD

RMB Class*

RMB

SGD Class

SGD

SGD Class B*

SGD

AUD Hedged
Class

AUD

USD Class*

USD

USD Hedged
Class

USD

USD Hedged
Class B*

USD

Sub-Fund
under
the
Nikko
AM
Shenton
Short Term
Bond Funds
umbrella

Nikko AM Shenton ShortTerm Bond Fund (S$)

Bond Global

RMB Class*

of

Class
Currency

RMB

2

Structure

Name of Scheme

Typeofscheme/Geograp
hical focus

Classes
Units

Sub-Fund
under
the
Nikko
AM
Asia
Investment
Funds
umbrella

Nikko AM Shenton Asia
Bond Fund

Bond Regional

SGD Class A

SGD

SGD Class B

SGD

USD Class A

USD

USD Class B

USD

RMB Class*

RMB

Standalone
unit trust

Nikko
AM
Income FundSGD Class

SGD

USD ClassUSD

RMB Class*

RMB

ShentonBond Regional

of

Class
Currency* These Classes are not launched as at the date of registration of this Prospectus.
The Managers have the discretion to establish different Classes in each Scheme from time totime. The Managers may at any time establish or offer new Classes within a Scheme inaddition to those set out in the table above. The Managers may also at any time close one ormore Classes of a Scheme to further subscriptions. The Classes within each Scheme that areavailable for subscription in Singapore may therefore change from time to time and you areadvised to check with the relevant approved distributors of the Managers as to which Classes
are available for subscription. You should note that each Class in a Scheme is not a separate
fund from the other Classes in the same Scheme. Subscriptions collected by the Managers
from all the Classes of a Scheme are therefore pooled and invested as a single scheme.
The features of the Classes within each Scheme are described below:(a)Nikko AM Shenton Asia Pacific Fund, Nikko AM Shenton Emerging Enterprise
Discovery Fund, Nikko AM Asia Investment Funds - Nikko AM Shenton Asia
Dividend Equity Fund and Nikko AM Global Green Bond Fund
The Classes within each Scheme differ in terms of their Class Currency and theminimum subscription amounts applicable.
The Deposited Property of each Scheme will be valued in SGD. However, the NAV ofeach Class within each Scheme will be valued in its respective Class Currency.

(b)

Nikko AM Asia Investment Funds - Nikko AM Shenton Global Property
Securities Fund
The Classes within each Scheme differ in terms of their Class Currency, themanagement fees and the minimum subscription amounts applicable.
The Deposited Property of each Scheme will be valued in USD. However, the NAV ofeach Class within each Scheme will be valued in its respective Class Currency.

(c)

Nikko AM Shenton Japan Fund

3

The Classes may differ in terms of their Class Currency, the minimum subscription
amounts applicable and the hedging features applicable to certain Classes as
described below.
The Deposited Property of the Scheme will be valued in JPY. However, the NAV ofeach Class within the Scheme will be valued in its respective Class Currency.For the
SGD Hedged Class and the USD Hedged Class, the Managers intend to hedge thecurrency exposure of the assets of the Scheme attributable to (a) the SGD Hedged
Class into SGD and (b) the USD Hedged Class into USD, through the use of currency
forwards. Consequently, the NAV per Unit of each of the SGD Hedged Class and the
USD Hedged Class will therefore take into account any gains or losses arising fromthe use of the currency forwards in respect of the relevant Class.
(d)Nikko AM Shenton Short Term Bond Funds - Nikko AM Shenton Short Term
Bond Fund (S$)
The Classes differ in terms of their Class Currency, the management fees, theminimum subscription amounts applicable, the periods for payments of realisation
proceeds and the hedging features applicable to certain Classes as described below.
The Deposited Property of the Scheme will be valued in SGD. However, the NAV ofeach Class within the Scheme will be valued in its respective Class Currency.
For the AUD Hedged Class, the USD Hedged Class and the USD Hedged Class B,
the Managers intend to hedge the currency exposure of the assets of the Scheme
attributable to (a) the AUD Hedged Class into AUD and (b) the USD Hedged Classand USD Hedged Class B into USD through the use of currency forwards.
Consequently, the NAV per Unit of each of the AUD Hedged Class, the USD Hedged
Class and the USD Hedged Class B will take into account any gains or losses arisingfrom the use of the currency forwards in respect of the relevant Class.

(e)

Nikko AM Shenton Thrift Fund and Nikko AM Asia Investment Funds - Nikko AM
Shenton Asia Bond Fund
The Classes may differ in terms of their Class Currency, the minimum subscription
amounts applicable, the minimum holding and minimum realisation amounts
applicable, as well as the current annual management fee.
The Deposited Property of each Scheme will be valued in SGD. However, the NAV ofeach Class within each Scheme will be valued in its respective Class Currency.

(f)Nikko AM Shenton Income Fund
The Classes differ in terms of their Class Currency, the minimum subscription
amounts applicable and the availability of the option to elect for the automatic
reinvestment of distributions.
The Deposited Property of the Scheme will be valued in SGD. However, the NAV ofeach Class within the Scheme will be valued in its respective Class Currency.

In addition to the above, please refer to paragraph 9 of this Prospectus on the availability of aregular savings plan for the Classes.

4

1.2

This Prospectus is a replacement prospectus lodged with the Authority on 10 October 2024
and replaces the prospectus that was registered by the Authority on 19 March 2024. This
Prospectus shall be valid for 12 months after the date of registration (i.e., up to and including
18 March 2025) and shall expire on 19 March 2025.

1.3

The Trust Deeds and Supplemental Deeds

1.3.1

The trust deeds relating to the Schemes (the “Original Deeds”) entered into between Nikko
Asset Management Asia Limited and the relevant original trustee of the relevant Scheme as
modified by the various supplemental deeds executed subsequent to each Original Deed andamended and restated by the corresponding amended and restated deeds (referred togenerically as the “Deeds”) are set out in Appendix 1 to this Prospectus.

1.3.2

Each Deed is binding on the Managers, the Trustee and all Holders (and all persons claiming
through such Holders) of the relevant Scheme as if the Holders had each been a party to that
Deed.

1.3.3

Much of the information in this Prospectus is a summary of corresponding provisions in the
Deeds. You should read the relevant Deeds for further details and for further information which
is not contained in this Prospectus.

1.3.4

You may inspect copies of the Deeds at the Managers’ business address at 12 Marina View,#18-02, Asia Square Tower 2, Singapore 018961 during usual business hours.

1.4

Accounts and Reports
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 Schemes from the Managers’
website at www.nikkoam.com.sg.

1.5

Glossary
The meaning of some words or abbreviations used in this Prospectus can be found in the
Glossary of Terms at the end of this Prospectus.

2.

THE MANAGERS / SUB-MANAGERS

2.1

The Managers
The Managers of the Schemes are Nikko Asset Management Asia Limited. The Managers are
domiciled in the Republic of Singapore and are licensed and regulated by the Authority. The
Managers have managed collective investment schemes or discretionary funds in Singapore
since 1982.

2.1A

(a)

Nikko AM Shenton Asia Pacific Fund, Nikko AM Shenton Short Term Bond
Funds - Nikko AM Shenton Short Term Bond Fund (S$) and all Sub-Funds of
Nikko AM Asia Investment Funds
The Managers may be removed by the Trustee by notice in writing, if they go into
liquidation (except in the case of a voluntary liquidation for the purpose ofreconstruction or amalgamation) or if a judicial manager or a receiver is appointed
over any of their assets.

5

(b)

Nikko AM Shenton Japan Fund
The Managers may be removed by the Trustee by notice in writing, if they go into
liquidation (except a voluntary liquidation for the purpose of reconstructing or
amalgamation upon terms previously approved in writing by the Trustee) or if a
receiver is appointed over any of their assets.
Subject to Section 295 of the Securities and Futures Act, the Nikko AM Shenton Japan
Fund may be terminated by the Trustee if the Managers go into liquidation (except avoluntary liquidation for the purpose of reconstruction or amalgamation upon terms
previously approved in writing by the Trustee) or if a receiver is appointed over any of
their assets or if any encumbrancer shall take possession of any of their assets.

(c)

Nikko AM Shenton Thrift Fund and Nikko AM Shenton Income Fund
The Managers may be removed by the Trustee by notice in writing, if they go into
liquidation (except a voluntary liquidation for the purpose of reconstruction or
amalgamation upon terms previously approved in writing by the Trustee) or if a judicial
manager or a receiver is appointed over any of their assets.
Subject to Section 295 of the Securities and Futures Act, the Nikko AM Shenton
Income Fund may be terminated by the Trustee if the Managers go into liquidation(except a voluntary liquidation for the purpose of reconstruction or amalgamation uponterms previously approved in writing by the Trustee) or if a receiver is appointed overany of their assets or if any encumbrancer shall take possession of any of their assets.

(d)Nikko AM Shenton Emerging Enterprise Discovery Fund and Nikko AM Global
Green Bond Fund
Subject to Section 295 of the Securities and Futures Act, the Managers may beremoved by the Trustee by notice in writing, if they go into liquidation (except in thecase of a voluntary liquidation for the purpose of reconstruction or amalgamation uponterms previously approved by the Trustee, whose approval shall not be unreasonably
withheld) or if a judicial manager or a receiver is appointed over any of their assets.
Please refer to the Deed of the relevant Scheme for further information on the roleand responsibilities of the Managers in respect of the relevant Scheme and what
happens if they become insolvent.

2.2

Directors of the Managers
Seet Oon Hui Eleanor
Eleanor joined the Managers in 2011 as the President and as an executive director of theManagers. She is also the Head of Asia ex-Japan at the Managers and is responsible fordriving the growth of the Managers in the region. Additionally, she leads in the managementof Nikko Asset Management group's joint venture relationships in China and Malaysia and isa board member of AHAM Asset Management Berhad. Eleanor is a pioneer in the asset
management industry with over 20 years of experience.

6

Prior to joining the Managers, Eleanor led the distribution effort for iShares concentrating on
the wealth management segments across Asia ex-Japan. Previously, she spent 12 years at
AllianceBernstein, where she was responsible for building and developing 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 in South 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 Institute of Banking and
Finance Singapore.
Yutaka Nishida
Yutaka Nishida joined Nikko Asset Management in April 2020 as a Non-Executive Director,
before becoming a Director and Executive Vice Chairman in June 2021, and Executive
Chairman since April 2022. He works closely with the President in the supervision andexecution of all aspects of the business.
In 1984, Nishida joined The Sumitomo Trust and Banking Co., Ltd. (currently Sumitomo Mitsui
Trust Bank, Ltd.) and his career spans key senior roles at Sumitomo Mitsui Trust Bank andSumitomo Mitsui Trust Holdings Inc. He gained extensive international experience as Head of
New York Unit, Global Markets and later Regional Executive for Europe and General Manager
of London Branch. In 2012, he was named an Executive Officer of Sumitomo Mitsui Trust
Bank and rose through the ranks eventually to 2017 as Director and Senior Managing
Executive Officer. Meanwhile at Sumitomo Mitsui Trust Holdings, he was appointed Executive
Officer in 2013, and held senior roles until becoming a Director and Senior Managing
Representative Executive Officer in 2019. During this time, he was mainly responsible foroverseeing key administrative functions of risk management, fiduciary risk management, legal
and compliance.
Nishida graduated from the School of Law at Kyoto University in March 1984.
Hiroshi Yoh
Hiroshi Yoh joined Nikko Asset Management in November 2022 as Executive Corporate
Officer, Chief Investment Officer (“CIO”) and Global Head of Investment. He is responsible fordirecting all of the firm’s investment management activities globally.
With 33 years of experience in the asset management industry, Yoh has served in offices
throughout Asia of major global and Japanese players, where he held key roles including Chief
Executive Officer (“CEO”), CIO, Portfolio Manager and Strategist. Prior to joining Nikko AssetManagement, he was President of Franklin Templeton Japan Co., Ltd., and CEO and CIO of
Tokio Marine Asset Management International. As a portfolio manager, Yoh has managed
Japanese equity, Asia equity, global emerging market equity, Asia multi-asset balanced funds,
as well as private equity and hedge funds. Most recently, he was CIO at Asset Management
One in Singapore since December 2019.
In December 2021, Yoh was named as one of 25 Leaders in the Asian asset management
industry over last 25 years for his outstanding contributions, according to industry publication
Asia Asset Management.

7

He earned a Master of Economics, with a major in International Trade and Finance from the
Graduate School of Business Administration and Political Science at Tsukuba University in
1989, and completed the Advanced Management Program at Harvard Business School in
2010. He is also a Chartered Member of the Securities Analysts Association of Japan (CMA).
Allen Yan
Allen Yan is Executive Corporate Officer and Chief Financial Officer, Global Head of Financeand Head of Finance Division, responsible for all financial accounting and capital management
throughout the firm globally. He also serves as Global Head of Strategic Planning, andoversees all strategic activities. He has held his current roles since April 2023, and is basedin Tokyo.
Yan first joined Nikko Asset Management in May 2006 as General Manager, Analysis andBudgeting Department. In March 2008, he became Head of Strategy & Financial Planning
Department. Then in April 2011, he was seconded to the joint venture company Rongtong
Fund Management Co., Ltd. headquartered in Shenzhen, China, as Executive Deputy CEO.
In May 2013, with the founding of Rongtong’s subsidiary in Hong Kong Rongtong Global
Investment Limited, he took on the additional role as its CEO. He returned to Nikko AssetManagement in January 2023 as an Executive Corporate Officer and Chief Financial Officer.
Prior to joining Nikko Asset Management, Yan joined the New Business Development Groupat Fidelity Investments in Boston in 2000 and later transferred to Fidelity Investments Japan
in 2001. There, he was in the finance division, responsible for business planning and financial
analysis for Fidelity Investments Japan and subsequently Fidelity Investments Asia.
He earned his BA in Economics at the University of Chicago and his Master of Commerce andManagement at Hitotsubashi University in Japan. He holds the designation of Chartered
Financial Analyst (CFA).
2.3

Key executives of the Managers
The key executives of the Managers in relation to the Schemes are Seet Oon Hui Eleanor(whose description may be found in paragraph 2.2 above), Lai Yeu Huan, Peter Monson, Koh
Liang Choon and Choo Wing Kwong.
Lai Yeu Huan
Yeu Huan is Joint Head of Asian Equity at Nikko Asset Management based in Singapore.
Along with Peter Monson, he is responsible for overseeing the investment process andperformance, and strategic direction of the Asia ex-Japan Equity team of Nikko AM, based in
Singapore and Hong Kong.
In addition, Yeu Huan’s portfolio responsibilities include Singapore, ASEAN and Real Estate
portfolios. Prior to his current appointment, Yeu Huan was Senior Portfolio Manager andbefore that, the Head of Equity Research for Nikko AM Asia responsible for a team of equity
analysts and the equity research process of the firm.

8Yeu Huan has more than 25 years’ experience in portfolio management and bottom-up equity
research. Prior to Nikko AM Asia, he headed the equity research team at DBS AssetManagement, which he joined in 2008. Before that, he covered the Asian real estate sector atLion Global Investors and Standard & Poor’s. Prior to that, Yeu Huan was a sell-side analyst
covering Singapore banks and other sectors.
Before joining the financial sector, Yeu Huan worked at the Port of Singapore Authority, invarious functions including port operations, logistics, and real estate. He obtained a degree in
Economics with Honours from the London School of Economics in 1992, under the Port ofSingapore Authority scholarship programme. Yeu Huan is a Chartered Financial Analyst
Charterholder.
Peter Monson
Peter is Joint Head of Asian Equity at Nikko Asset Management based in Singapore. Alongwith Lai Yeu Huan, he is responsible for overseeing the investment process and performance,and strategic direction of the Asia ex-Japan Equity team of Nikko AM, based in Singapore andHong Kong.
In addition, Peter co-manages the regional equity portfolios and has direct Asian andEmerging Market equity experience dating back to 2007. He joined the firm from Treasury
Asia Asset Management (TAAM) which was acquired by Nikko AM in 2013.
A specialist in financial stocks across Asia and global emerging markets, Peter has more than
15 years of experience in the fund management industry. He relocated from London to
Singapore to join TAAM in June 2012 as a senior investment analyst covering Asian financial
stocks.
Peter started his career in 2007, at Aviva Investors London where he worked as an investment
analyst on the Global Emerging Market Equity team. His primary coverage was emerging
market financial stocks and currencies.
Peter holds a Bachelor of Aeronautical Engineering degree (1st Class Honours) from the
University of Bristol and is a Chartered Financial Analyst charterholder.
Koh Liang Choon
Liang Choon is the Head of Fixed Income at the Managers, and he leads a team ofexperienced analysts and portfolio managers. He is responsible for managing active Asian
fixed income portfolios covering Asian local currency fixed income, Asian credits and Asiancurrencies.
An investment veteran with more than 30 years of investment experience, he has been with
the Managers 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 in2005. 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
he gained trading experience in Asian fixed income and currency markets.

9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.
Choo Wing Kwong
Choo Wing Kwong heads the Portfolio Solutions Group (PSG) at Nikko AM and the Managers.
He leads a global team of 13 professionals, conducting manager evaluation, active portfolio
management, investment strategy analysis and capital market research for Nikko AM’s andthe Managers’ multi-managers investment programs.
Wing Kwong has more than 20 years of investment experience. Prior to joining Nikko AM andthe Managers in 2015, Wing Kwong spent 15 years at the Government of Singapore
Investment Corporation (GIC), in Singapore and New York, as a portfolio manager in theExternal Managers Department. At GIC, he invested into special situations hedge funds andmanaged multiple portfolios of external equities, fixed income and currencies strategies. Prior
to joining GIC, Wing Kwong was an industry development planner with Singapore’s Ministryof Trade and Industry.
Wing Kwong is passionate about impact investing. He established an Environmental, Socialand Governance (ESG) working group within PSG to spearhead the integration of good ESG
practices into PSG’s investment process. At a personal level, Wing Kwong does socially
responsible micro-financing in Myanmar and he chairs the investment committee of a bible
school in Singapore.
Wing Kwong holds a Master of Science degree in Industrial and Systems Engineering fromthe National University of Singapore and is a Chartered Financial Analyst charterholder.
2.4

Sub-Managers and Management of Underlying Funds

2.4A

Sub-Managers of the Schemes
The Managers have appointed the following entities to act as the sub-managers (the “SubManagers”) of the following Scheme(s):Name of Scheme

Sub-Managers

Country of Domicile of
Sub-Managers

Nikko AM Shenton Japan Fund

Nikko AMJapan

Track Records of Sub-Managers
Nikko AM
Nikko AM, of Midtown Tower, 9-7-1 Akasaka, Minato-ku, Tokyo, 107-6242, Japan, has been
managing collective investment schemes and/or discretionary funds for over 6 decades. Nikko
AM is regulated by the Financial Services Agency and registered with Kanto Local Finance
Bureau.
The relevant Sub-Managers may be removed by the Managers by notice in writing, if (i) they
go into liquidation (except a voluntary liquidation for the purpose of reconstruction or10amalgamation on terms previously approved in writing by the Managers), (ii) they are unable
to pay their debts as they fall due or are otherwise insolvent or (iii) a judicial manager,
administrator, receiver, receiver and manager, liquidator or other analogous officer isappointed over any of their assets.
2.4B

Management of Underlying Funds
Certain Schemes may invest all or substantially all of their assets into underlying collective
investment schemes (each referred to as an “Underlying Fund” and collectively the“Underlying Funds”). Details of the Schemes, their corresponding Underlying Funds and the
management of the Underlying Funds are set out below:
Name of Scheme

Name
Fund

of

Underlying

Nikko AM Shenton
Asia Pacific Fund

Nikko
AM
GlobalUmbrella Fund – Nikko
AM Asia ex-Japan Fund

Nikko AM Global
Green Bond Fund

Nikko
AM
GlobalUmbrella Fund – Nikko
AM Global Green Bond
FundManager /Management
Company ofUnderlying Fund
Nikko AssetManagement
Luxembourg S.A.
("NAM
Luxembourg")

Investment
manager to theUnderlying Fund
Nikko AssetManagement Asia
Limited (i.e. theManagers)
NAM Europe

NAM Luxembourg
NAM Luxembourg is a company domiciled in Luxembourg and has been managing collective
investment schemes since November 2006. NAM Luxembourg is regulated by theCommission de Surveillance du Secteur Financier (“CSSF”).
In respect of the Nikko AM Shenton Asia Pacific Fund, NAM Luxembourg has appointed theManagers as an investment manager to manage the assets of the respective Underlying Fundon a discretionary basis.
In respect of the Nikko AM Global Green Bond Fund, NAM Luxembourg has, on behalf of theUnderlying Fund, appointed NAM Europe as an investment manager to manage the assets of
the Underlying Fund on a discretionary basis.
3.

THE TRUSTEEThe Trustee for the Schemes is BNP Paribas Trust Services Singapore Limited (Company
Registration No: 200800851W) and its registered address is 20 Collyer Quay, #01-01,
Singapore 049319. The Trustee is approved and regulated by the Authority.

3A.

(a)

Nikko AM Shenton Thrift Fund, Nikko AM Shenton Asia Pacific Fund, Nikko AM
Shenton Emerging Enterprise Discovery Fund, Nikko AM Shenton Short Term

11

Bond Funds - Nikko AM Shenton Short Term Bond Fund (S$) and all Sub-Funds
of Nikko AM Asia Investment Funds
The Trustee may be removed by the Managers by notice in writing, if it goes into
liquidation (except in the case of a voluntary liquidation for the purpose ofreconstruction or amalgamation) or if a judicial manager or a receiver is appointed
over any of its assets.
(b)

Nikko AM Shenton Japan Fund and Nikko AM Shenton Income FundIf the Trustee goes into liquidation (except a voluntary liquidation for the purpose ofreconstruction or amalgamation upon terms previously approved in writing by theManagers) or if a receiver is appointed over any of its assets, the Managers shallremove the Trustee by instrument in writing.

(c)Nikko AM Global Green Bond Fund
The Trustee may be removed by the Managers by notice in writing, if it goes into
liquidation (except in the case of a voluntary liquidation for the purpose ofreconstruction or amalgamation upon terms previously approved by the Managers inwriting, such approval not to be unreasonably withheld) or if a judicial manager or areceiver is appointed over any of its assets.

Please refer to the Deed of the relevant Scheme for further information on the role andresponsibilities of the Trustee in respect of the relevant Scheme and what happens if theTrustee becomes insolvent.
4.

OTHER PARTIES

4.1

The Registrar
The Registrar for the Schemes is BNP Paribas Trust Services Singapore Limited. Holders ofeach Scheme may inspect the Register for the relevant Scheme at 20 Collyer Quay, #01-01,
Singapore 049319 during usual business hours subject to such reasonable closure of theRegister and such restrictions as the Managers or Trustee may impose. The Register isconclusive evidence of the number of Units held by each Holder.

4.2

The Custodian
The custodian for the Schemes (the "Custodian") is BNP Paribas, acting through its
Singapore Branch, with its registered address at 20 Collyer Quay, #01-01, Singapore 049319.
The Custodian is a global custodian with direct market access in certain jurisdictions and forother markets it engages selected sub-custodians. In respect of its sub-custodians, theCustodian operates a selection and on-going monitoring program based on defined criteria
which include financial strength, reputation, and breadth and quality of services provided, suchas communication capabilities, settlement, safekeeping, corporate action notification andprocessing, dividend collection and payment, client service delivery, market information
management, asset segregation and business continuity planning. The Custodian is licensed
and regulated in Singapore by the Authority. The sub-custodians appointed by the Custodian
are regulated in their home jurisdictions.

12In the event that the Custodian becomes insolvent, the Trustee may terminate the appointmentof the Custodian and, in accordance with the Deeds, appoint such other person as the newcustodian to provide custodial services to the Schemes.
4.3

The Auditors
The Auditors for the Schemes are PricewaterhouseCoopers LLP of 7 Straits View, Marina
One, East Tower, Level 12, Singapore 018936.

4.4

The Administrator
The administrator of the Schemes (the “Administrator”) is BNP Paribas, acting through its
Singapore Branch, with its registered address at 20 Collyer Quay, #01-01, Singapore 049319.
The Managers have delegated their accounting and valuation functions in respect of each
Scheme to the Administrator.

4.5

BNP Paribas, acting through its Singapore Branch has been appointed as the collateralmanagement service provider for the Nikko AM Shenton Income Fund, Nikko AM Shenton
Short Term Bond Funds - Nikko AM Shenton Short Term Bond Fund (S$) and Nikko AM Asia
Investment Funds - Nikko AM Shenton Asia Bond Fund in respect of the OTC derivativetransactions carried out by these Schemes.

4.6Counterparties, brokers and/or prime brokers (if any) that are used by each Scheme are
selected from an approved panel and their appropriateness for continuous use by theManagers is reviewed on a regular basis. The Manager must complete due diligence on the
counterparties, brokers and/or prime brokers and obtain the relevant internal approvals fortheir 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, additional approval must also be soughtfrom the risk management department of the Managers’ parent company, Nikko AM.

4.6A

The Managers have delegated certain transfer agency functions, in respect of each Scheme,to BNP Paribas, acting through its Singapore Branch. The services are to be provided to each
Scheme pursuant to the terms of a transfer agency agreement between the Managers and
BNP Paribas, acting through its Singapore Branch.

4.7

Investment Adviser of the Schemes
The Managers have appointed the following entities to act as the investment adviser (the“Investment Adviser”) of the following Scheme(s):5.

Name of Scheme

Investment Adviser

Nikko AM Asia Investment Funds – Nikko
AM Shenton Global Property Securities
Fund

Straits Investment Management Pte. Ltd.

STRUCTURE OF THE SCHEMES
Please refer to paragraph 1.1 of this Prospectus for details of the structure of the Schemes.

13

6.

INVESTMENT OBJECTIVE, FOCUS AND APPROACH AND PRODUCT SUITABILITY

6.1

Investment Objective, Focus and Approach
The investment objective, focus and approach of each Scheme, as well as other features of
the Scheme are set out below:
Equity Schemes
Name of Scheme

Investment Objective, Focus and Approach

Nikko AM Asia
Investment Funds- Nikko AM
Shenton Global
Property
Securities FundThe investment objective of the Scheme is to provide investors withmedium to long term capital appreciation and to make regular income
distributions during the investment period by investing globally in:(i)real estate investment trusts (including business trusts) (“REITs”)
listed or traded on a regulated market; and(ii)

the quoted securities of companies listed or traded on a regulated
market which derive a substantial part of their revenue from theownership, management and/or development of real estate primarily
in the United States, Australia, the European Union and Asia (the"Real Estate Companies").

Base currency:
USD

Type of scheme:
Equity Global

The securities are generally selected on the basis of a mixture of top-down
and bottom-up analysis. In particular, the Managers will choose REITs
and Real Estate Companies based on the following criteria:(i)

its quality of income flow;(ii)

its dividend yield;(iii) its relative property valuation;(iv) its return on equity;(v) its financial leverage and debt structure;(vi) its liquidity;(vii) its quality of the management and its strategy; and(viii) its property portfolio characteristics.
Nikko AM
Shenton Asia
Pacific FundTo achieve medium-to-long term capital appreciation by investing
primarily in equities listed on the stock exchanges of the Asia Pacificregion.

Base currency:
SGD

The Scheme shall seek to achieve its investment objective by investing
substantially its assets into the Nikko AM Asia ex-Japan Fund, a sub-fundof the Nikko AM Global Umbrella Fund (“NGUF”), which is registeredunder the Luxembourg law of 17 December 2010 relating to undertakings

14Name of SchemeType of scheme:
Equity Regional

Investment Objective, Focus and Approachfor collective investment, as amended. The Scheme may also invest
directly in equities in Australia, New Zealand and Japan.
The NGUF - Nikko AM Asia ex-Japan Fund will pursue an investment
strategy that blends bottom-up fundamental research and top down views.
The NGUF - Nikko AM Asia ex-Japan Fund is designed to add value by
its focus on fundamental research.
The NGUF - Nikko AM Asia ex-Japan Fund is a multi-country fund forinvestors who wish to invest in Asia (ex-Japan). The investment universe
includes, but is not limited to, Taiwan, China, Hong Kong, Singapore,
Malaysia, Thailand, Indonesia, the Philippines, India and Korea.
Equity securities held by the NGUF - Nikko AM Asia ex-Japan Fund may
include common stocks, preferred shares, convertible securities,
warrants, depositary receipts, real estate investment funds and exchange
traded funds.
The NGUF - Nikko AM Asia ex-Japan Fund may invest in China A-Sharesthrough Shanghai-Hong Kong Stock Connect and through ShenzhenHong Kong Stock Connect (as described in section (2) of Appendix 2 tothis Prospectus).
The NGUF - Nikko AM Asia ex-Japan Fund promotes certain
environmental and social characteristics within the meaning of article 8 of
the SFD Regulation, as detailed in Appendix 5B to this prospectus.
The NGUF - Nikko AM Asia ex-Japan Fund does not currently commit tomake investments in Taxonomy Regulation aligned environmentally
sustainable activities contributing to climate change mitigation and/or
climate change adaptation. It is however not excluded that the NGUF Nikko AM Asia ex-Japan Fund may invest in underlying investments that
contribute to climate change mitigation and/or climate change adaptation.
In the selection of its investments, the NGUF - Nikko AM Asia ex-Japan
Fund seeks to have:-

Lower carbon intensity relative to its benchmark;-No exposure to companies exposed to controversial weapons;-

No exposure to companies involved in tobacco manufacturing;

No exposure to companies that derive more than 30% of revenue
from thermal coal mining.
Further information on the methodology that will be used to calculate theexposure of the NGUF - Nikko AM Asia ex-Japan Fund to the above
criteria and the outcomes thereof will be published under:
emea.nikkoam.com.

15

Name of Scheme

Investment Objective, Focus and Approach
The NGUF - Nikko AM Asia ex-Japan Fund may hold ancillary liquid
assets (bank deposits at sight, such as cash held in current accounts witha bank accessible at any time) up to 20% of its net assets for treasury
purposes. The 20% limit for cash holdings may only be temporarily
breached for a period of time strictly necessary (i) when, because of
exceptionally unfavourable market conditions, circumstances so require
and where such breach is justified having regard to the interests of theinvestors or (ii) for settlement cycle management purposes or in thecontext of large inflows or outflows.
Subject to the investment policy of the NGUF - Nikko AM Asia ex-Japan
Fund, the NGUF - Nikko AM Asia ex-Japan Fund may invest directly or
indirectly a maximum of 10% in money market instruments, bank deposits
and other eligible liquid assets as defined in its investment policy forinvestment and treasury purposes without being part of the core
investment policy.
The selected money market instruments and bank deposits shall be
issued or guaranteed by highly rated institutions and have a remaining
maturity of less than twelve (12) months.
Currency hedging activities between the currency exposures ofinvestments in the portfolio against the reference currency of the NGUF Nikko AM Asia ex-Japan Fund are at the sole discretion of the investment
manager of the NGUF - Nikko AM Asia ex-Japan Fund. If implemented,
the intention will be to hedge the currency exposure of the net assets orcertain (but not necessarily all) assets of the NGUF - Nikko AM Asia exJapan Fund into the reference currency of the NGUF - Nikko AM Asia exJapan Fund.
The NGUF - Nikko AM Asia ex-Japan Fund will not engage in currency
hedging activities between the reference currency of the NGUF - Nikko
AM Asia ex-Japan Fund and that of each share class of the NGUF - Nikko
AM Asia ex-Japan Fund. The NGUF - Nikko AM Asia ex-Japan Fundmay use FDIs for the purpose of hedging and efficient portfolio
management.

Nikko AM Asia
Investment Funds- Nikko AM
Shenton Asia
Dividend Equity
Fund
Base currency:
SGD

The investment objective of the Scheme is to achieve medium to longterm capital appreciation by investing primarily in equities listed in Asia ex
Japan that offer attractive, growing and sustainable dividend payments.
The Scheme will seek to achieve this investment objective by constructing
a portfolio of dividend producing equity securities listed and traded on thestock exchanges in the countries represented in the MSCI AC (AllCountries) Asia ex Japan Index (the "Reference Index").

16

Name of SchemeType of scheme:
Equity Regional

Investment Objective, Focus and Approach
The Scheme will select companies with relatively strong sustainable cash
flows and stable or improving dividend payouts. In addition, top-down
approach will be used to select companies that are likely to be exposed
to positive forces driving growth in Asia. Under normal market conditions,
the Scheme will invest at least 90% of its total net assets in equity
securities; provided that this shall not apply during the time of the portfolio
construction, or in the case where large subscription or redemption
requests are received or in other extraordinary circumstances. The
Scheme normally expects that its assets will be invested across a broad
range of countries, industries and market sectors, including investments
in issuers located in countries with emerging markets. Equity securities
held by the Scheme may include common stocks, preferred shares,
convertible securities, warrants, depositary receipts, exchange-tradedfunds and closed-ended real estate investment trusts.
The Scheme may hold ancillary liquid assets in current or deposit
accounts or in regularly traded short term money market instruments
denominated in USD or other currency issued or guaranteed by highly
rated institutions and having a remaining maturity of less than twelve (12)months.
The Managers of the Scheme will not, in principle, engage in currency
hedging between the reference currency of the classes of units in the
Scheme and the currency of the investments in the portfolio.
The Scheme may invest in FDIs for hedging and/or efficient portfolio
management purposes and/or to manage foreign exchange risks.
Investment in China A-Shares through Stock Connect
The Scheme may invest in China A-Shares through Shanghai-Hong Kong
Stock Connect and through Shenzhen-Hong Kong Stock Connect(collectively, the “Stock Connect”) (as defined and described in section(a) of Appendix 4 to this Prospectus).

17

Name of Scheme

Investment Objective, Focus and Approach

Nikko AM
ShentonEmerging
Enterprise
Discovery FundThe investment objective of the Scheme is to achieve medium to longterm capital appreciation.

Base currency:
SGD

Type of scheme:
Equity Regional

The Scheme invests primarily in the listed equities of small to
medium-sized companies in Asia ex Japan, which in the Managers’
opinion are undervalued. Small and medium-sized companies shall mean
companies which are included in a market index for small and mediumsized companies, or companies that have a comparable market
capitalisation. No investments shall be made which would result in morethan 25 per cent of the total Net Asset Value of the Scheme being invested
in corporations, bodies or issuers with a market capitalisation of US$5
billion or above.
The Managers believe that active investment management can add value
to investors. They seek to add value by investing in under- researchedcompanies which are often undervalued despite having strong underlying
businesses. The investment process places a significant emphasis on thegeneration of stock, sector and thematic ideas. Thematic ideas may be
top-down or bottom-up in nature, and these ideas are formed by drawing
on information collated internally by the Managers as well as from externalsources.
The Scheme invests in developed markets and may also invest in
emerging markets. The Scheme does not focus on any particularindustrial sector.

Nikko AM
Shenton JapanFund

The investment objective of the Scheme is to achieve medium tolong-term capital appreciation by investing in a diversified portfolio of
equity investments listed in Japan.

Base currency:JPY

The Scheme may also invest in bonds, money market and other
instruments (including instruments included under the CPFIS). There isno target industry or sector.

Type of scheme:
Equity Single
Country

Currently, the Scheme does not invest into bonds.
The Managers believe that active investment management can add value
to investors. They seek to add value by selectively over/under weighting
benchmark components to achieve relative out-performance and carefully
blending the mix with a selection of non-benchmark components to deliverabsolute out-performance.
Please refer to paragraph 16 of this Prospectus for details of thebenchmark of this Scheme.

18Name of Scheme

Investment Objective, Focus and Approach

Nikko AM
Shenton Thrift
Fund

To maximise medium to long-term capital appreciation by investing
primarily in stocks listed on the Singapore Exchange Securities Trading
Limited (“SGX-ST”).

Base currency:
SGD

Besides stocks listed on the SGX-ST, the Scheme may also invest incompanies listed on stock exchanges outside Singapore subject to a limit
not exceeding 30% of the total value of the Deposited Property or suchother amount as agreed from time to time between the Managers and theTrustee. These companies are listed on stock exchanges outside
Singapore including but not limited to stocks and equity exchange-tradedfunds listed on Asian stock exchanges, and American depositary receipts
of stocks not listed in Asia but with a country exposure to countries in the
Asia Pacific region. The Scheme invests in Singapore and Asia Pacificcountries. There is no target industry or sector.

Type of scheme:
Equity Single
Country

The Managers believe that active investment management can add value
to investors. Active management is measured by active share and thedeviation from the benchmark. Securities selection for the Scheme islargely driven by a bottom-up approach and is not restricted tocomponents in the benchmark, and portfolio construction is generally
determined by fundamental research of securities in the applicable
universe. As a result, benchmark components may be over/underweighted and non-benchmark components may be selected to deliver outperformance relative to the benchmark over the medium to long term.
Please refer to paragraph 16 of this Prospectus for details of thebenchmark of this Scheme.

Fixed Income Schemes
Name of Scheme

Investment Objective, Focus and Approach

Nikko AM Global
Green Bond FundThe investment objective of the Scheme is to achieve income and capital
growth over the medium to long term through investing in bonds
denominated in different currencies.

Base currency:
SGD

Type of scheme:
Bond Global

The Managers seek to achieve the investment objective of the Schemeby investing all or substantially all of the Scheme’s assets into the Nikko
AM Global Green Bond Fund, a sub-fund of NGUF, which is registeredunder Part I of the Luxembourg law of 17 December 2010 relating toundertakings for collective investment.
In addition, the Managers will implement an active hedging strategy for
the Scheme to hedge against adverse currency movements between the
USD and the SGD in order to protect the Scheme’s return in SGD term.

19Name of Scheme

Investment Objective, Focus and Approach
The investment objective of the NGUF - Nikko AM Global Green Bond
Fund is to achieve income and capital growth over the mid to long term
through investing in bonds denominated in different currencies.
The NGUF - Nikko AM Global Green Bond Fund seeks to achieve its
investment objective by primarily investing in bonds issued in multiple
currencies by Sovereign, Supranational organisations and Agencies("SSA") and corporate issuers with its main focus on green bonds issued
for environmental purposes. The NGUF - Nikko AM Global Green Bond
Fund may also invest in bonds issued for social and sustainability
purposes such as social bonds, sustainability bonds, sustainability-linked
bonds and bonds issued by companies that focus on sustainable
activities.
The NGUF - Nikko AM Global Green Bond Fund will invest primarily ininvestment grade bonds which are rated at least BBB- by Standard &Poor’s or Fitch, or Baa3 by Moody’s ("Investment Grade"). The NGUF Nikko AM Global Green Bond Fund may invest up to 30% of its net assets
in non-investment grade securities (with a minimum rating of "CCC+" atthe time of acquisition) and up to 10% in unrated securities.
In case the downgrade of a security triggers the breach of any of thoselimits, the investment manager of the NGUF - Nikko AM Global Green
Bond Fund will remedy the situation by selling securities as early as
possible taking into account the best interests of the shareholders.
The NGUF - Nikko AM Global Green Bond Fund does not intend to invest
in distressed securities. The NGUF - Nikko AM Global Green Bond Fund
will only be exposed to distressed securities if one of its securities rated
non-distressed at the time of acquisition which subsequently becomes
distressed. In such an event the downgrading policy mentioned above
would apply and the NGUF - Nikko AM Global Green Bond Fund would
seek to liquidate the bond taking into account the best interest of theshareholders.
The NGUF - Nikko AM Global Green Bond Fund has sustainable
investment as its objective, within the meaning of article 9 of the SFD
Regulation, as detailed in Appendix 5A to this Prospectus.
In line with its sustainable investment objective, the NGUF - Nikko AM
Global Green Bond Fund expects to invest at least a small proportion of
its assets in underlying investments that contribute to the environmental
objectives of climate change mitigation and / or climate change adaptation
for which EU criteria for environmentally sustainable economic activities
have been developed.

20

Name of Scheme

Investment Objective, Focus and Approach
The NGUF - Nikko AM Global Green Bond Fund aims to deliver
performance while at the same time pursuing environmental, social andgovernance objectives. The bonds in which the NGUF - Nikko AM Global
Green Bond Fund may invest and which are not issued for any
environmental purpose, will have strong sustainable credentials and are
selected based on sustainable-oriented goal mission statements such as:- the promotion of equitable and sustainable growth;- the reduction of poverty and inequality in a sustainable, climate friendly
way;- the economic and social development of emerging market economies;- the improvement of inclusion and the living conditions of the mostvulnerable populations across Europe;- the promotion of environmentally sound and sustainable development.
The NGUF - Nikko AM Global Green Bond Fund targets to invest in bondsthat contribute to the United Nations Sustainable Development Goals,
including but not limited to Clean Water and Sanitation, Affordable andClean Energy, Climate Action, Life Below Water and Life on Land.
Under normal market conditions, the NGUF - Nikko AM Global Green
Bond Fund intends to outperform its benchmark by 1% per annum over arolling 3-to-5-year period. This target outperformance is not fixed and may
be subject to review and change in the future in consideration of prevailingmarket conditions.
Currency allocations will be determined by fundamental analysis in order
to try to increase total return from currency appreciation and interest rates,
and also in order to manage currency risk and ensure sufficient liquidity.
The NGUF - Nikko AM Global Green Bond Fund may hold ancillary liquid
assets (bank deposits at sight, such as cash held in current accounts witha bank accessible at any time) up to 20% of its net assets for treasury
purposes. The 20% limit for cash holdings may only be temporarily
breached for a period of time strictly necessary (i) when, because of
exceptionally unfavourable market conditions, circumstances so require
and where such breach is justified having regard to the interests of theinvestors or (ii) for settlement cycle management purposes or in thecontext of large inflows or outflows.
Subject to the investment policy of the NGUF - Nikko AM Global Green
Bond Fund, the NGUF - Nikko AM Global Green Bond Fund may invest
directly or indirectly a maximum of 10% in money market instruments,bank deposits and other eligible liquid assets as defined in its investment

21

Name of Scheme

Investment Objective, Focus and Approach
policy for investment and treasury purposes without being part of the core
investment policy.
Current or deposit accounts shall be held with the Depositary or with third
parties having a short-term rating of at least A1 by Standard & Poor’s or
P1 by Moody’s.
Currency Hedging
Currency hedging activities between the currency exposures ofinvestments in the portfolio against the reference currency of the NGUF Nikko AM Global Green Bond Fund are at the Investment Manager's sole
discretion. If implemented, the intention will be to hedge the currency
exposure of the net assets or certain (but not necessarily all) assets of the
NGUF - Nikko AM Global Green Bond Fund into the reference currencyof the NGUF - Nikko AM Global Green Bond Fund.
The NGUF - Nikko AM Global Green Bond Fund may invest in
financial derivative instruments including foreign exchange
forwards, swaps, futures & non-deliverable forwards for hedging the
NGUF - Nikko AM Global Green Bond Fund’s currency exposure orfor efficient portfolio management.
Singapore ESG FundThe Scheme is an “ESG Fund” in accordance with Section A of Circular
No. CFC 02/2022: Disclosure and Reporting Guidelines for Retail ESG
Funds (the “ESG Circular”) issued by the Authority, and complies with therequirements in Section B and Section C of the ESG Circular.
Further details on the ESG policies of the Underlying Fund, the NGUF –Nikko AM Global Green Bond Fund are set out below in Appendix 5A to
this
Prospectus.
You
may
also
refer
to
https://www.nikkoam.com.sg/funds/nikko-am-global-green-bond-fundsgd-class for additional information on the ESG policies of the Scheme
and its Underlying Fund, the NGUF – Nikko AM Global Green Bond Fund.

22

Name of Scheme

Investment Objective, Focus and Approach

Nikko AM
Shenton ShortTerm Bond Funds- Nikko AM
Shenton ShortTerm Bond Fund(S$)

The investment objective of the Scheme is to seek preservation of capitaland liquidity and consistent with this objective, to outperform theSingapore Overnight Rate Average (“SORA”) by investing in a diversified
portfolio of good quality, short-term bonds and money market instruments.
There is no target industry or sector and the Scheme is not countryspecific.

Base currency:
SGD
Type of scheme:
Bond Global
Nikko AM Asia
Investment Funds- Nikko AM
Shenton Asia
Bond Fund
Base currency:
SGD

Type of scheme:
Bond Regional

The Scheme undertakes an active approach to managing the trade-off
between its liquidity needs and return. Through prudent duration
management and careful credit selection, the Scheme provides yieldenhancement to fixed deposit returns.

The investment objective of the Scheme is to provide investors with medium
to long term capital appreciation and to make regular income distributions
during the investment period. The investment focus of the Scheme is toinvest primarily in transferable debt securities (the "Securities") issued byissuers based in the Asia-Pacific region. The Managers, at their sole
discretion, may invest not more than 30% of the Scheme in regions otherthan the Asia-Pacific region. Such Securities may be in local and/or
foreign currencies and may or may not be issued or guaranteed bygovernments, government agencies and corporate borrowers. Examples
of such Securities include government bonds, treasury bills, bills of
exchange, corporate bonds, money market instruments and convertible
or exchangeable bonds. The Scheme may also invest in real estate
investment trusts ("REITs") listed or traded on a regulated market. Thereis no target industry or sector.
The Scheme shall not invest in any equities save that the Scheme may
invest in REITs listed or traded on a regulated market.
Currently, the Scheme does not invest into REITs listed or traded on aregulated market.
The Managers have a rigorous investment process using a top down
approach, complemented by their FVT ("Fundamentals, Valuation andTechnical") methodology. The Managers adopt a quarterly investment
view, which is crystallized from a series of strategy meetings each quarter.
The strategy meetings will formulate the Scheme's macro economic
attitude for invested countries, positions for interest rates and currency
outlook for the Scheme, and identify credit sectors that will add value tothe Scheme's portfolio. Apart from the quarterly strategy meetings, theManagers' investment team and specialists will meet on a more regularbasis to continuously monitor the ever-changing investment landscape.

23Name of Scheme

Investment Objective, Focus and Approach

Nikko AM
Shenton Income
Fund

The investment objective of the Scheme is to provide regular income
distributions while seeking to achieve returns in excess of 4% per annum
over the medium to long term.

Base currency:
SGD

The Scheme will invest in a portfolio of bonds, money market instruments
and currencies both in Singapore and in other global markets, taking into
consideration the need for capital preservation.

Type of scheme:
Bond Regional

The assets of the Scheme are invested in 4 categories of fixed income
instruments: investment grade bonds, non-investment grade bonds, local
currency denominated bonds and convertible bonds, that are primarily
issued by governments and corporations within the Asia Pacific region.
The Scheme is actively managed to capture swings in interest rate andcurrency trends. The Scheme will be investing in developed markets,
although to enhance return potential, the Scheme may also invest in
emerging markets. There is no target industry or sector.
The Managers may invest any portion of the assets in the Scheme as theysee fit into Nikko AM Asia Investment Funds – Nikko AM Shenton Asia
Bond Fund at their absolute discretion to achieve its investment objective.
Nikko AM Asia Investment Funds – Nikko AM Shenton Asia Bond Fund isalso managed by the Managers. Please refer to the row entitled “Nikko
AM Asia Investment Funds - Nikko AM Shenton Asia Bond Fund” above
for details on the investment objective, focus and approach of the Nikko
AM Asia Investment Funds – Nikko AM Shenton Asia Bond Fund.
The Managers may by giving at least one month’s notice to Holders,change the abovementioned underlying fund(s) into which the Scheme
invests all or substantially all its assets into, provided that any suchchange does not result in a significant or material change to theinvestment objective of the Scheme, in the opinion of the Trustee.

24

6.2

Product Suitability
The product suitability of each Scheme is set out below. You should consult your financial
advisers if in doubt as to whether a Scheme is suitable for you.
Name of Scheme

Product Suitability

Equity Schemes
Equity Global
Nikko AM Asia
Investment Funds- Nikko AM
Shenton Global
Property
Securities FundThe Scheme is suitable for investors who:
• seek medium to long-term capital appreciation;• seek regular income distributions during the investment period*;• seek investments in real estate companies and REITs; and• are willing and able to accept that their principal will be at risk.
*

Not applicable to Holders of the SGD Class S.

Equity Regional
Nikko AM
Shenton Asia
Pacific FundThe Scheme is suitable for investors who:
• seek medium to long-term capital appreciation;• seek exposure to the Asia Pacific equity markets; and• are willing and able to accept that their principal will be at risk.

Nikko AM Asia
Investment Funds- Nikko AM
Shenton Asia
Dividend Equity
Fund
Nikko AM
ShentonEmerging
Enterprise
Discovery FundThe Scheme is suitable for investors who:
• seek medium to long-term capital appreciation;• seek exposure primarily to equities listed in Asia ex Japan that offer
attractive, growing and sustainable dividend payments; and• are willing and able to accept that their principal will be at risk.
The Scheme is suitable for investors who:
• seek medium to long-term capital appreciation;• seek investment in small and medium sized companies in Asia exJapan; and• are willing and able to accept that their principal will be at risk.

Equity Single Country
Nikko AM
Shenton JapanFund

The Scheme is suitable for investors who:
• seek medium to long-term capital appreciation;• seek exposure to the Japanese equity market; and• are willing and able to accept that their principal will be at risk.

25

Name of Scheme

Product Suitability

Nikko AM
Shenton Thrift
Fund

The Scheme is suitable for investors who:
• seek medium to long-term capital appreciation;• seek exposure to Singapore equities; and• are willing and able to accept that their principal will be at risk.

Fixed Income Schemes
Bond Global
Nikko AM Global
Green Bond FundThe Scheme is suitable for investors who:• are seeking capital growth over the long term whilst retaining income
within the Scheme;• seek exposure to bonds denominated in different currencies; and• are willing and able to accept that their principal will be at risk.

Nikko AM
Shenton ShortTerm Bond Funds- Nikko AM
Shenton ShortTerm Bond Fund(S$)

The Scheme is suitable for investors who:
• seek an investment that seek to preserve their investment and provides
a potentially higher income yield compared to the SORA;• seek exposure to short-term bonds and money market instruments; and• are willing and able to accept that their principal will be at risk.

Bond Regional
Nikko AM Asia
Investment Funds- Nikko AM
Shenton Asia
Bond FundThe Scheme is suitable for investors who:
• seek medium to long-term capital appreciation;

Nikko AM
Shenton Income
Fund

The Scheme is suitable for investors who:
• seek regular income distributions and returns in excess of 4% perannum over the medium to long term;• seek regular income distributions during the investment period;• seek exposure to bonds issued by Asia-Pacific issuers; and• are willing and able to accept that their principal will be at risk.

• seek exposure to fixed income instruments primarily issued bygovernments and corporations within the Asia-Pacific region; and• are willing and able to accept that their principal will be at risk.
6.3

Investment restrictions in respect of the Nikko AM Shenton Income FundIn the exercise of their investment powers in relation to the Scheme, the Managers shallensure that, in addition to observing the investment restrictions set out in the Authorised Funds

26

Investment Guidelines (as defined in the Deed), the following restrictions relating to investment
in Authorised Investments (as defined in the Deed) shall be observed:-

6.4

(i)

securities or other investments shall not be purchased on margin except inaccordance with the Code; short sales of securities or other instruments may not be
made; short positions may not be maintained;(ii)

shares or stocks may not be invested in, except for the short term conversion of
convertible bonds;(iii)

gold or other precious metals may not be invested in;(iv)

investments in unit trusts, mutual funds and other investment funds in excess of 30%of the total NAV of the Deposited Property at the time of such investment shall not bemade and Provided That investments in unit trusts, mutual funds and other investment
funds outside of Singapore in excess of 10% of the total NAV of the Deposited
Property at the time of such investment shall not be made without the prior approvalof the relevant authorities;(v)

the Scheme shall not make investments in commodities and infrastructure projects;
and

(vi)

investments in unlisted securities in excess of 10% of the total NAV of the Deposited
Property shall not be made.

Investment restrictions in respect of the Nikko AM Shenton Short Term Bond Funds Nikko AM Shenton Short Term Bond Fund (S$)
Please note that Units of the Scheme are Excluded Investment Products and prescribed
capital markets products. Accordingly, in addition to the relevant investment guidelines set out
in the Code and the CPF Investment Guidelines and notwithstanding anything in thisProspectus, the Scheme will not invest in any product or engage in any transaction which may
cause the Units of the Scheme not to be regarded as Excluded Investment Products andprescribed capital markets products.

7.

RISKS

7.1

General risks of investing in the Schemes
Investment in a collective investment scheme is meant to produce returns over the long term
and is not suitable for short term speculation. The prices of units in a collective investment
scheme, and the income from them, may go up as well as down, and past performance of thecollective investment scheme is not necessarily a guide to the future performance of thecollective investment scheme. A possible loss of the principal invested cannot be ruled out.
While the Managers believe that the Schemes offer potential for capital appreciation, no
assurance can be given that this objective will be achieved. You should read this Prospectus
and discuss all the risks with your financial and legal advisors before making an investment
decision.
The risks of investments made by a collective investment scheme include economic, political,
foreign exchange, liquidity, regulatory, interest rate, defaults and repatriation risks.

27

7.2

Risks specific to the Schemes(a)Market risk in the region in which the Scheme invests
The price of the securities comprised in the portfolio of a Scheme and the Units, andthe income from them, may be influenced by political and economic conditions,changes in interest rates, the earnings of the corporations whose securities arecomprised in the portfolio, and the market’s perception of the securities.

(b)

Liquidity risk
The extent of market liquidity is dependent on the size and state of the markets andtherefore affects a Scheme’s ability to acquire or dispose of assets at the price andtime it so desires. Securities listed on the smaller emerging markets are generally lessliquid in comparison to those listed on more developed markets and may therefore
affect a Scheme’s ability to acquire or dispose of securities at the price and timedesired. There may also be state regulations governing the outward remittance byforeign investors of their share of net profits and dividends and the repatriation of theirinvestments in a foreign currency.
In addition, the Schemes are not listed on any stock exchange and there is no readysecondary market for the Units. Holders can only redeem their Units by completing arealisation request and forwarding the same to the Managers through their approved
distributors. If there is a surge in realisations at any particular time, the Managers may
impose a gate on realisations. If that happens, realisation of Units and/or the paymentof realisation proceeds may be delayed. In addition, holders may not realise their Units
during any period when realisation is suspended.

(c)Currency risk
As investments of a Scheme may be denominated in foreign currencies other than thebase currency of the Scheme or the Class Currency of the relevant Class within the
Scheme, fluctuations in the exchange rates of these foreign currencies may have an
impact on the value of the Units of the relevant Scheme.
A Scheme may also invest in securities that are denominated in a wide range ofcurrencies, some of which may not be freely convertible. The net asset value of a
Scheme as expressed in its base currency or the net asset value of a Class as
expressed in its Class Currency will fluctuate in accordance with the changes in theforeign exchange rates between the base currency of such Scheme or the Class
Currency of such Class (as the case may be) and the currency in which the relevant
Scheme's investments are denominated. The relevant Scheme may therefore be
exposed to foreign exchange/currency risks.
The Managers reserve the discretion to hedge, whether fully, partially or not at all, theforeign currency exposure of a Scheme, and if partial or no hedging is made, the valueof the Units may be affected. If currency exposure is hedged, a passive hedging policy
is usually adopted.
In respect of the Nikko AM Asia Investment Funds - Nikko AM Shenton Global
Property Securities Fund (which are each denominated in USD) and the Nikko AM

28

Shenton Japan Fund (which is denominated in JPY), foreign currency exchange rate
movements may affect the returns to investors in Singapore, and investors in
Singapore may be exposed to exchange rate risks.
(d)Currency hedged Class risk
If the Class Currency of a Class within a Scheme is different from the base currencyof the Scheme, fluctuations in exchange rates may affect the NAV of the Classirrespective of performance and therefore substantially impact the performance ofsuch Class expressed in its Class Currency. For Schemes that offer currency hedged
Classes (each referred to in this sub-paragraph as a “Hedged Class” and collectively
the “Hedged Classes”), the Managers may seek to reduce such exchange rate
fluctuations by engaging in currency hedging transactions between the Class
Currency of the relevant Hedged Class and the base currency of the relevant Scheme.
However there is no assurance that the hedging objective can be achieved. In thecase of a net flow to or from such Hedged Classes, the hedging may not be adjusted
and reflected in the NAV of the relevant Hedged Class until the following or asubsequent Business Day following the valuation day on which the instruction was
accepted. To the extent these hedging transactions are imperfect or only placed overa portion of the foreign exchange exposure, the resulting gains/losses will be reflectedin the NAV of such Hedged Classes. The cost of using FDIs such as currency forwards
to implement these hedging strategies with respect to the Hedged Classes may also
be reflected in the NAV of such Hedged Classes. You should note that in extreme
cases, there is a risk that currency hedging transactions that are attributed to specific
Hedged Classes may adversely affect the NAV of other Classes within the relevant
Scheme due to a lack of segregated liabilities between Classes of the Scheme.

(e)Interest rate and credit risk
Investments in 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 an unanticipatedrise in interest rates, which may impair the issuer’s ability to make payments of interest
and principal, resulting in a possible default by the issuer. Where a Scheme, basedon its investment objective and/or investment strategy, is permitted to invest in debt
securities that are non-investment grade, such Scheme will be subject to increased
credit risk.

(f)Equity risk
A Scheme may invest in stocks and other equity securities, which are subject tomarket risks and are in general more volatile than investment-grade fixed income
securities. Units may therefore be subject to greater price volatility.

(g)

Emerging markets risk
Certain Schemes may invest in emerging markets securities which are in generalmore volatile than those of developed countries, with the result that Units may besubject to greater price volatility.

29

Some emerging markets do not have well-developed or consolidated bodies of
securities laws and regulatory frameworks. There may be less public information oncompanies listed on such markets as compared to other stock markets. The auditing
and financial reporting methods used in some emerging markets may differ frominternationally recognised standards, and information on the accounts of somecompanies listed on such markets may not be an accurate reflection of their financial
strength.
You would also have to take into account that trading volume in emerging markets
may be substantially less than in the world's leading stock markets and may have to
be conducted at unfavourable prices. Securities of companies domiciled in emerging
markets are less liquid and more volatile than those domiciled in more developed
stock markets and this may result in fluctuations in the price of the Units. Emerging
markets may not have fully developed custodian and settlement services andtherefore investments in such markets are subject to a greater degree of risk.
There may also be state regulations governing the outward remittance by foreign
investors of their share of net profits and dividends and the repatriation of theirinvestments in a foreign currency.
(h)Foreign securities risks
The investments of certain Schemes may be affected by political instability as well as
exchange controls, changes in taxation, foreign investment policies and otherrestrictions and controls which may be imposed by the relevant authorities in the othercountries.
The legal infrastructure and accounting, auditing and reporting standards in certain
countries in which an investment may be made may not provide the same degree ofinvestor protection or information to investors as would generally apply in major
securities markets. Foreign ownership restrictions in some markets may mean that
corporate action entitlements in relation to any collective investment schemes or otherinvestments the relevant Scheme is invested in, may not always be secured or may
be restricted.

(i)Country specific risk
Certain Schemes may invest in securities of a limited number of countries. Where the
Scheme invests in a few, select countries, it will be exposed to fluctuations in theeconomies of these countries, and the market, currency, political, social environmentand other risks related specifically to these countries, which may affect the market
price of its investments in these countries. Exposure to a limited number of countries
also increases the potential volatility of the relevant Scheme due to the increased
concentration risk as they are less diversified compared to exposure to specificregional or global markets.

(j)

Sector risk
Certain Schemes may invest in specific industry sectors, which may result in greaterthan usual risks and prices may also be subject to above-average volatility. You30should be aware that there can be no assurance that the relevant Scheme’s
investments will be successful or that the investment objectives of the relevant
Scheme will be attained.
(k)

Smaller companies risk
Certain Schemes may invest in smaller companies. Although smaller companies
present more potential for growth, investing in smaller companies may involve greaterrisks in comparison to investing in larger and more established companies. Securities
in smaller companies may be less liquid and more volatile than the securities of larger
companies due to inadequate trading volume or restrictions on trading, resulting influctuations in the price of the Units.

(l)Income distribution
You should note that income of certain Schemes (if any) may be distributed to Holders
at the absolute discretion of the Managers. Sources of income for distribution include
dividend and/or interest income and/or capital gains derived from the investments of
the relavant Scheme. Such dividend and/or interest income may be adversely affectedby events such as but are not limited to companies suffering unexpected losses,
having lower than expected dividends and adverse exchange rate fluctuations. In
addition to distributions to Holders out of distributable income and/or capital gains, theManagers may make capital distributions to Holders at such time as they deem fit
where permitted and in accordance with the provisions of the relevant Deed. Where
distributions are paid out of the capital of the relevant Scheme or Class, the capitaland the NAV of the relevant Scheme or Class will be reduced and this will be reflectedin the Realisation Price of the Units of the relevant Scheme or Class. Holders
redeeming their Units of the relevant Scheme or Class may therefore receive anamount less than their initial investment. Such distributions may also result in reduced
future returns to Holders of the relevant Scheme or Class.

(m)

Risks of investing in Underlying Fund(s)In respect of a Scheme which invests partially or wholly in an Underlying Fund, theperformance of such Scheme will be subject to the performance of the relevant
Underlying Fund(s) which it invests in and also to the proportion of its assets allocatedto the relevant Underlying Fund(s). Holders should be aware that the Managers have
limited discretion to vary a Scheme’s allocation(s) to its Underlying Fund(s) which willin turn limit the Managers’ ability to react to changes in market conditions.

(n)Sustainability risk
Certain Schemes may invest in Underlying Fund(s) which are exposed tosustainability risk. Sustainability risk is the risk arising from any environmental, social
or governance events or conditions that, were they to occur, could cause material
negative impact on the value of the relevant Underlying Fund’s investments.
Specific sustainability risk can vary for each product and asset class, and include but
are not limited to:(i)Transition risk

31

The risk posed by the exposure to issuers that may potentially be negatively affectedby the transition to a low carbon economy due to their involvement in exploration,
production, processing, trading and sale of fossil fuels, or their dependency upon
carbon intensive materials, processes, products and services. Transition risk may
result to several factors, including rising costs and/or limitation of greenhouse gas
emissions, energy-efficiency requirements, reduction in fossil fuel demand or shift toalternative energy sources, due to policy, regulatory, technological and market
demand changes. Transition risk may negatively affect the value of the relevant
Underlying Fund’s investments by impairing assets or by increasing liabilities, capital
expenditures, operating and financing costs.
(ii)

Physical risk

The risk posed by the exposure to issuers that may potentially be negatively affectedby the physical impacts of climate change. Physical risk includes acute risks arisingfrom extreme weather events such as storms, floods, droughts, fires or heatwaves,and chronic risks arising from gradual changes in the climate, such as changing
rainfall patterns, rising sea levels, ocean acidification, and biodiversity loss. Physicalrisk may negatively affect the value of the relevant Underlying Fund’s investments by
impairing assets, productivity or revenues or by increasing liabilities, capital
expenditures, operating and financing costs.
(iii)

Social risk

The risk posed by the exposure to issuers that may potentially be negatively affectedby social factors such as poor labour standards, human rights violations, damage to
public health, data privacy breaches, or increased inequalities. Social risk may
negatively affect the value of the relevant Underlying Fund’s investments by impairing
assets, productivity or revenues or by increasing liabilities, capital expenditures,operating and financing costs.
(iv)

Governance risk

The risk posed by the exposure to issuers that may potentially be negatively affectedby weak governance structures. For companies, governance risk may result from
malfunctioning boards, inadequate remuneration structures, abuses of minority
shareholders or bondholders rights, deficient controls, aggressive tax planning andaccounting practices, or lack of business ethics. For countries, governance risk may
include governmental instability, bribery and corruption, privacy breaches and lack of
judicial independence. Governance risk may negatively affect the value of the relevant
Underlying Fund’s investments due to poor strategic decisions, conflict of interest,
reputational damages, increased liabilities or loss of investor confidence.
7.3

Financial derivatives risk(i)

In respect of each Scheme, the Managers may in their absolute discretion, invest in
FDIs, including, but not limited to, options on securities, forward contracts, over-thecounter options, interest rate swaps and swaptions, credit default swaps andswaptions, index futures and options, futures or options of any kind of financial

32

instrument or structured notes such as credit-linked notes, equity-linked notes andindex-linked notes for the purposes of (in the case of each Scheme except for the
Nikko AM Asia Investment Funds – Nikko AM Shenton Global Property Securities
Fund and the Nikko AM Shenton Short Term Bond Funds – Nikko AM Shenton ShortTerm Bond Fund (S$), Nikko AM Shenton Japan Fund and Nikko AM Shenton Thrift
Fund) optimising returns, hedging and/or efficient portfolio management and (in thecase of the Nikko AM Asia Investment Funds – Nikko AM Shenton Global Property
Securities Fund and the Nikko AM Shenton Short Term Bond Funds – Nikko AM
Shenton Short Term Bond Fund (S$)), Nikko AM Shenton Japan Fund and Nikko AM
Shenton Thrift Fund) hedging and efficient portfolio management. Where a Scheme
invests in financial derivatives on commodities, such transactions shall be settled in
cash at all times.
As at the date of registration of this Prospectus, in respect of each Scheme, theManagers only use FDIs for purposes of hedging and/or efficient portfolio
management.
The Managers may make use of FDIs as allowed in the Code.
(ii)

Where FDIs are used, the global exposure of a Scheme to FDIs or embedded financial
derivatives instruments should not exceed 100% of the NAV of the relevant Scheme
at all times. The Schemes will use the commitment approach, as described in andcalculated in accordance with the provisions of the Code, to determine their exposure
to FDIs.

(iii)

The Managers employ a risk management process in the investment of FDIs. The
risks related to each FDI the Managers invest in are duly measured, monitored andmanaged on an ongoing basis.

(iv)

All open positions/exposure in FDIs may be marked to market at a frequency at least
equal to the frequency of the calculation of the net asset value of a Scheme.

(v)

The Managers have a dedicated team which is responsible for oversight of, amongst
other things, the monitoring of the Schemes for compliance with the relevant
investment guidelines. This team will be responsible for setting up and maintaining thechecks on the investment guidelines and restrictions on both the automated andmanual compliance systems, which cover pre-trade and on-going review of the
Schemes.

(vi)

The Managers also have an established procedure to report breaches of theinvestment guidelines, if any.

(vii)

The Managers will ensure that the risk management and compliance procedures
adopted in paragraphs 7.3(iii) to 7.3(vi) are adequate and have been or will be
implemented and that they have the necessary expertise to control and manage therisks relating to the use of financial derivatives.

(viii)

While the prudent and judicious use of derivatives by investment professionals can bebeneficial, derivatives involve risks different from, and in some cases, greater than,
the risks presented by more traditional investments. Some of the risks associated with33

derivatives are market risk, management risk, credit risk, liquidity risk, moratorium risk,
capital control risk, tax risk and leverage risk. The Managers have the necessary
expertise and controls for investments in derivatives and have in place systems tomonitor the derivative positions for the Schemes, if any.
The viability of exercising derivative instruments depends on the market price of theinvestments to which they relate, and accordingly, the Managers may from time totime decide that it is not viable to exercise certain derivatives held by a Scheme within
the prescribed period, in which case, any costs incurred in obtaining the derivatives
will not be recoverable. Additionally, the market price of the relevant investment may
not exceed the exercise price attached to the derivative instrument at any time during
the exercise period or at the time at which the warrants or options are exercised andif this happens, there may be an immediate loss to the relevant Scheme.
The Schemes may invest into underlying funds which use or invest in FDIs, and
it is possible that the relevant Scheme’s NAV may be subject to volatility due tothe relevant Scheme’s or the relevant underlying fund’s usage or investment in
FDIs.
7.4

Specific risks particular to certain Schemes are set out below.

(1)

Risks Specific to the Nikko AM Asia Investment Funds - Nikko AM Shenton Global
Property Securities FundThe following risks apply to the Scheme:

(2)

a.

You should note that Real Estate Companies are particularly vulnerable to the local
and international economic climate and real estate market conditions (such as
oversupply of, or reduced demand for, commercial and residential space, changes inmarket rental rates, operating expenses, increases in property taxes, changes inzoning laws, environmental risks, increases in interest rates, depreciation of buildings
over time etc.);b.

the Scheme invests in a portfolio of REITs which invest primarily in real estate andthis may involve a higher level of risk as compared to a diversified securities fund.
Real estate investments are relatively illiquid and may affect the ability of a REIT tovary its investment portfolio or liquidate part of its assets in response to changes in
economic, real estate market or other conditions; andc.

movements in domestic and international securities markets, economic conditions,foreign exchange rates and interest rates may affect the market price of, and demandfor, units in REITs. An increase in market interest rates may have an adverse impact
on the market price of units in REITs if their annual yields give investors a lower return
as compared to other investments.

Risks Specific to the Nikko AM Shenton Asia Pacific Fund
Please refer to Appendix 2 to this Prospectus for the risks specific to investing into theUnderlying Fund (i.e. NGUF – Nikko AM Asia ex-Japan Fund).

34

(3)

Risks Specific to the Nikko AM Asia Investment Funds - Nikko AM Shenton Asia Dividend
Equity Fund
Please refer to section (b) of Appendix 4 to this Prospectus for the risks specific to investingin China A-Shares through Stock Connect.

(4)

Risks Specific to the Nikko AM Global Green Bond Fund
Please refer to Appendix 2 to this Prospectus for the risks specific to investing into theUnderlying Fund (i.e. NGUF - Nikko AM Global Green Bond Fund).

(5)

Risks Specific to Schemes investing into the mainland China onshore market
The Nikko AM Asia Investment Funds – Nikko AM Shenton Asia Bond Fund and the Nikko
AM Shenton Income Fund may invest in the mainland China interbank bond markets (“China
Interbank Bond Market”) via Bond Connect (as defined and described in section (a) of
Appendix 3 to this Prospectus) and will be subject to the additional risks set out in section (b)of Appendix 3 to this Prospectus.
The above is not an exhaustive list of the risks which you should consider before
investing in a Scheme. You should be aware that an investment in the Scheme may be
exposed to other risks of an exceptional nature from time to time.

8.

SUBSCRIPTION OF UNITS

8.1

How to purchase Units(a)Cash subscriptions
You may apply to subscribe for Units in a Scheme by submitting a completed
application form, together with such other documents as may be required by, and thesubscription monies in full to, the Managers through their approved distributors.

(b)

Subscriptions through use of SRS monies
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 your SRS
monies, you will have to give a written authorisation to the relevant SRS operator formonies to be withdrawn from your SRS account to pay for the subscription of Units.

(c)

Subscriptions through use of CPF monies
CPFIS – Ordinary Account (“OA”)
For Schemes included under the CPFIS – OA, you will have to instruct the relevant
Approved Bank / Relevant Participating Bank to request for monies to be withdrawn
from your CPF Investment Account to pay for the subscription of Units.
CPFIS - Special Account (“SA”)
For Schemes included under the CPFIS – SA, you will have to instruct the CPF Board
to withdraw monies from your CPF special account to pay for the subscription of Units.

35

(d)

Institutional investors
In respect of institutional investors, an application form may also be obtained directlyfrom the Managers and, once duly completed, forwarded to the Managers together
with such other documents as may be required by the Managers and the subscription
monies in respect of the application for Units.

(e)Applications through an Automated Teller Machine (“ATM”)
When you apply for Units through an ATM of the Relevant Participating Bank, themaking of the application shall be treated as:(i)your confirmation that you have read a copy and understood the contents of thisProspectus; and(ii)

your permission to the Relevant Participating Bank to disclose relevant
particulars of your account to the Relevant Parties.

Neither the Managers nor the Trustee shall be liable to you for the consequences ofany such disclosure of information.
During any period when the issue of Units is suspended, the application for Units
through the ATM will also be suspended. Any charges to be imposed by the Relevant
Participating Bank in connection with any application for Units through the ATM will
be borne by you and such charges shall not be taken out of the Deposited Property
or form part of the Initial Sales Charge. The Managers will provide you with hardcopies of this Prospectus, the relevant Deed(s) and any supplemental deed(s) for thetime being in force upon your request. However, the Managers may levy a charge forproviding you with a copy of the Deed(s) and any such supplemental deed.
(f)Applications through the internet
The Managers may offer Units through the internet subject to applicable laws,
regulations, practice directions and other requirements by the relevant authorities. By
making an electronic online application for the subscription of Units on or through theweb-site of the approved distributor, or by an application form printed from such a website, you confirm:(i) you have read a copy and understand the contents of this Prospectus;(ii) you are making the application for the subscription of Units while being present in
Singapore; and(iii) your permission to the approved distributor to disclose relevant particulars of youraccount to the Relevant Parties.
Neither the Managers nor the Trustee shall be liable to you for the consequences of any
such disclosure of information.
During any period when the issue or realisation of Units is suspended, the application
for subscription or realisation of Units through the internet will either be suspended or
not entertained. Any charges to be imposed by the Managers or the approved
distributor in connection with any application for the subscription or realisation of Units

36

through the internet will be borne by you and such charges shall not be taken out of
the Deposited Property or form part of the Initial Sales Charge or Realisation Charge(if any). The Managers will provide you with hard copies of this Prospectus, therelevant Deed(s) and any supplemental deed(s) for the time being in force upon yourrequest. However, the Managers may levy a charge for providing you with a copy of
the Deed(s) and any such supplemental deed(s).
8.2Minimum Initial Investment and Minimum Subsequent Investment

The Minimum Initial Investment and Minimum Subsequent Investment amounts for Units ineach Scheme are set out in the table below.
Name of Scheme

Class

Minimum Initial
Investment*

Minimum
Subsequent
Investment*

S$1,000

S$100

SGD Class B

S$100,000

S$10,000

SGD Class S^

S$10,000,000

S$100,000

US$1,000

US$100USD Class B

US$100,000

US$10,000

RMB Class

RMB 5,000

RMB 500

AUD Hedged Class

A$ 5,000

A$ 500SGD Class

S$500

S$100

USD Class

US$500

US$500SGD Class
SGD Hedged ClassSGD Class A

All Schemes except for
the Schemes undertheheading“Exceptions” below

USD Class
USD Hedged ClassUSD Class A

Exceptions
Nikko AM
Thrift Fund

Shenton37

RMB ClassRMB 500

RMB 500

SGD Class B

S$1,000,000

S$100,000

Nikko
AM
Asia
Investment Funds Nikko AM
ShentonGlobalProperty
Securities FundSGD Class B

S$1,000,000

S$100,000

US$1,000,000

US$100,000

Nikko AM Shenton
Short Term Bond
Funds - Nikko AM
Shenton Short Term
Bond Fund (S$)

SGD Class B^

S$1,000,000

S$100,000

USD Hedged Class
B^

US$1,000,000

US$100,000

USD Class B* or such other amount as the Managers may determine from time to time upon giving priornotice to the Trustee or may determine with the prior approval of the Trustee, in accordancewith the Deed of the relevant Scheme.
^ Subscriptions for (a) the SGD Class S of the Nikko AM Asia Investment Funds - Nikko AM
Shenton Global Property Securities Fund and (b) the SGD Class B and USD Hedged Class
B of the Nikko AM Shenton Short Term Bond Funds - Nikko AM Shenton Short Term Bond
Fund (S$) are accepted at the Managers’ discretion.
8.3A

Initial Offer Periods and Initial Issue Prices
Please refer to paragraph 1.1 of this Prospectus for the relevant Class(es) of the Schemesthat have not been launched (the “Unlaunched Classes”). The initial offer period for each of
the Unlaunched Classes will be for such period and at such time as the Managers may decidefrom time to time upon prior notification to the Trustee and as at the date of registration of thisProspectus, such initial offer period is expected to be within the next 6 to 12 months.
The initial issue prices for the Unlaunched Classes are categorised according to their Class
Currency and are as set out in the table below.
Class Currency of the Unlaunched Class

Initial Issue Price per Unit

SGD

S$1.000

USD

US$1.000

RMB

RMB5.000

AUD

A$1.000

38

8.3B

Minimum Class Size
The Managers reserve the right not to proceed with the launch of any of the UnlaunchedClasses within a Scheme if:(a)where applicable, the capital raised for the relevant Unlaunched Class as at the closeof its initial offer period is less than the minimum Class size for the relevant Schemeas set out in the table below; or(b)

the Managers are of the view that it is not in the interest of the relevant investors or it
is not commercially viable to proceed with the relevant Unlaunched Class(es).

In such event, the Managers may at their discretion declare the relevant Unlaunched Class(es)to be deemed not to have commenced, and shall notify the relevant investors of the same andreturn the subscription monies received (without interest) to the relevant investors no later
than 30 Business Days after the close of the initial offer period for the relevant UnlaunchedClass(es).
Name of Scheme*

Minimum Class Size

Nikko AM Shenton Japan Fund

S$5,000,000 or its equivalent* Please note that there is no minimum Class size for the Unlaunched Classes of Schemesthat are not stated in the table above.
8.4

Pricing and Dealing Deadline
As Units are issued on a forward pricing basis, the Issue Price of Units of each Class (following
the close of its initial offer period) will not be available at the time of application. If yourapplication for subscription is received and accepted by the Managers through their approved
distributor(s) by 5.00 p.m. Singapore time on a Dealing Day, the application will be taken tohave been received and accepted on that Dealing Day and you will buy Units at that Dealing
Day’s Issue Price. If the application is received and accepted by the Managers through theirapproved distributor(s) after 5.00 p.m. Singapore time on a Dealing Day or on a day which is
not a Dealing Day, the application will be taken to have been received and accepted on thenext Dealing Day and you will buy Units at the next Dealing Day’s Issue Price.

8.5

Calculation of Issue Price
The Issue Price is quoted on a single pricing basis.
The Issue Price applicable to any Dealing Day shall be determined by:(a)calculating the value per Unit as at the Valuation Point in relation to that Dealing Day;(b)adding the appropriate Duties and Charges or Transactions Adjustments (as definedin the relevant Deed, where applicable); and

39

(c)

rounding the resultant total to the nearest 3 decimal places (and in the case of Nikko
AM Shenton Short Term Bond Funds - Nikko AM Shenton Short Term Bond
Fund (S$) to the nearest 5 decimal places) (or such other number of decimal placesor such other method of rounding as the Managers may from time to time determine
after consulting with the Trustee). Rounding differences (if any) will be retained by therelevant Scheme.

The Initial Sales Charge shall be deducted from the subscription amount (i.e. the Gross
Investment Sum) in order to arrive at the net investment sum.
8.6

How the number of Units is allotted
The following is an illustration of the number of Units that you will receive based on ahypothetical investment amount of $1,000*, a notional Issue Price of $1.000** and an Initial
Sales Charge of 5.00%***:$ 1,000- $ 50Gross
Investment
Sum=

InitialSales Charge(5.00%)$ 950
Net InvestmentSum÷$ 1.000
Notional Issue
Price(i.e. NAV per Unit)=

950.00
Numberof Units* This sum is used for the purposes of illustration only, and the actual investment sum fora Class may be of a different amount and/or denomination, depending on the particularClass.
** The actual Issue Price of a Class will fluctuate according to the NAV of the relevant
Class and may be affected by Swing Pricing as described in paragraph 22.13. The Issue
Price of a Class is currently rounded to the nearest 3 decimal places (except for the Issue
Price of a Class of Nikko AM Shenton Short Term Bond Funds - Nikko AM Shenton ShortTerm Bond Fund (S$) which is currently rounded to the nearest 5 decimal places).
*** The Initial Sales Charge may vary depending on the particular Scheme or Class.
Please refer to paragraph 13 of this Prospectus for the applicable Initial Sales Charge ofeach Scheme or the relevant Class.
N.B.: All numerical figures used for the purpose of this illustration are hypothetical.

8.7

Confirmation of purchase
A trade confirmation will be sent to you within 7 Business Days of the Managers’ receipt ofyour application.

8.8

Issue of Units(a)

The Managers have the exclusive right to effect the creation and issue of Units in
respect of the Schemes and the acceptance or non-acceptance of applications forpurchase of Units are at the absolute discretion of the Managers acting in consultation
with the Trustee and in the best interest of the relevant Scheme. If any application isrejected by the Managers, the subscription monies will be refunded (without interest)to the applicant, the relevant Approved Bank / Relevant Participating Bank (as defined40

in the relevant Deed), the CPF Board or the SRS Operator (as the case may be) withina reasonable period of time in such manner as the Managers may determine.
(b)
8.9

No certificates will be issued by the Managers in respect of Units issued.

Cancellation of subscriptions by new subscribers(a)

A new subscriber (as defined in paragraph 8.9(b) below) may cancel his subscriptionof Units by sending by post or by hand, a cancellation request to the Managers
through the approved distributor from whom he purchased his Units within 7 calendar
days from the date of his subscription or purchase of the Units or such other longer
period as may be agreed between the Managers and the Trustee or as the Authority
may prescribe (the “Cancellation Period”). A cancellation request form is included
with the application form for the subscription of Units, or may be obtained from theManagers or their approved distributors.

(b)

A “new subscriber” is an investor who:(i)is an individual;(ii)

is not an existing Holder who is purporting to cancel a subsequent
subscription made after the Cancellation Period applicable to his firstsubscription;(iii)

is not an existing Holder participating in a Regular Savings Plan of a Schemeand effecting a second or any subsequent payment towards the Regular
Savings Plan;(iv)(where the relevant Scheme is not a Sub-Fund), has not previously switched,
converted or exchanged his units in any other fund managed by the Managers
to Units in the relevant Scheme during the cancellation period applicable tothe first-mentioned fund; and(v)(where the relevant Scheme is a Sub-Fund), has not previously converted hisUnits in any other Sub-Fund (“original Sub-Fund”) or exchanged his units inany other fund managed by the Managers (“original fund”) to Units in therelevant Scheme during the cancellation period applicable to the original SubFund or original fund.

(c)During the initial offer period of any Scheme or Class, a cancellation request (to cancel
subscriptions for Units of that Scheme or Class) received by the Managers throughtheir approved distributors on or before the close of business on a Business Day will
be deemed to have been received on that Business Day. A cancellation request
received by the Managers through their approved distributors after the close ofbusiness on a Business Day, or on a day which is not a Business Day, will be deemed
to have been received on the next Business Day.

(d)

After the initial offer period of any Scheme or Class, a cancellation request received
by the Managers through their approved distributors on or before 5.00 p.m. Singapore
time on a Dealing Day will be deemed to have been received on that Dealing Day. A
cancellation request received by the Managers through their approved distributors

41

after 5.00 p.m. Singapore time on a Dealing Day, or on a day which is not a Dealing
Day, will be deemed to have been received on the next Dealing Day.
(e)

Where the last day of the Cancellation Period falls on a Sunday or a public holiday,
the Cancellation Period is deemed to be extended to the next calendar day, not beinga Sunday or public holiday. The relevant day for determining whether a cancellation
has been exercised within the Cancellation Period is the date on which thecancellation request was delivered by hand or was posted as determined by its
postmark.

(f)

The Managers or their approved distributors will pay the proceeds arising from thecancellation of a subscription of Units under this paragraph 8.9 (the “cancellation
proceeds”) within 7 Business Days (or such other period as the relevant authorities
may require from time to time) after the relevant Dealing Day on which the cancellation
request is received, unless the determination of the amount of such proceeds has
been suspended in accordance with the provisions of the respective Deeds. If thishappens, the payment of cancellation proceeds will be deferred until after the end of
the suspension.

(g)

The cancellation proceeds payable for the cancellation of a subscription of Units under
this paragraph 8.9 will be determined as the lower of:(i)the Market Value (as defined below); or(ii)

the Original Subscription Amount (as defined below).

Any excess in the Market Value over the Original Subscription Amount, or in theOriginal Subscription Amount over the Market Value (as the case may be), will be
retained by the relevant Scheme. The Managers are also entitled to deduct from thecancellation proceeds any administrative expenses incurred in cancelling thesubscription so long as such expenses are reasonably related to the original purchaseand subsequent cancellation of the new subscriber’s Units.
“Market Value” in relation to Units the subscription of which is being cancelled by a
new subscriber means the value of such Units on the relevant Dealing Day calculated
as the aggregate of (a) the total value of such Units based on the Realisation Priceon such Dealing Day but without deducting the Realisation Charge (if any), and (b)the total Initial Sales Charge paid for such Units.
“Original Subscription Amount” in relation to Units the subscription of which is being
cancelled by a new subscriber means the total amount (including the total Initial Sales
Charge) paid by the new subscriber for the subscription of those Units.
A new subscriber is only entitled to receive his cancellation proceeds arising from thecancellation of his subscription of Units in the same currency as that in which such
Units are denominated.

42

(h)

The cancellation proceeds payable for the cancellation of a subscription of Units in a
Scheme or in any Class of a Scheme (where the subscription is cancelled during theinitial offer period of such Scheme or Class) will be the Original Subscription Amount(as defined in paragraph 8.9(g) above) due to the non-existence of a Market Value(as defined in paragraph 8.9(g) above).

(i)

The Initial Sales Charge, if any, paid by the new subscriber who cancelled his
subscription of Units will be refunded to him, however, the new subscriber takes therisk for any price changes in the NAV of the relevant Scheme or Class which hesubscribes for. The Realisation Charge, if any, will not be imposed on new subscribers
who exercise the right to cancel their subscriptions within the Cancellation Period.

(j)

In the case where a new subscriber has more than one subscription and chooses tocancel one or more (but not all) of his subscriptions which he has a right to cancel,
the cancellation of the new subscriber’s subscription or subscriptions must not resultin the new subscriber holding fewer Units than the Minimum Holding.

(k)

Any distributions declared during the Cancellation Period but not paid to the new
subscriber who has cancelled his subscription of Units will be paid to the new
subscriber in accordance with the provisions of the respective Deeds (whether or not
an election for such distributions to be reinvested has been made by the new
subscriber).

(l)During the Cancellation Period, a new subscriber may choose to realise his Units
instead of exercising his right to cancel his subscription of Units, in which case theprocedures for realisation of Units stated in this Prospectus will apply. Investors
should further note that:(i)a new subscriber will not be able to enjoy the benefits of a cancellation under
this paragraph 8.9 if that he chooses to realise his Units (i.e. no refund of theInitial Sales Charge will be given for the realisation and levy of Realisation
Charge is allowed) and the realisation proceeds may be lower than thecancellation proceeds if the appreciation in the value of the Units is less thanthe Initial Sales Charge; and(ii)

the published prices of the Units are indicative in nature and can change
during the period between the submission and processing of the realisation
request.

43

(m)During the Cancellation Period and where investors may exchange their Units in a
Scheme for units in any Group Trust pursuant to paragraph 12 of this Prospectus, a
new subscriber may choose to exchange his Units instead of exercising his right tocancel his subscription. Where a new subscriber chooses to exchange his Units forunits in such other Group Trust, the exchange provisions as set out in paragraph 12of this Prospectus shall apply.

(n)

A new subscriber who chooses to exchange his Units instead of cancelling his
subscription should also take note of the following:-

(o)

(i)

he will not receive any refund of the Initial Sales Charge in relation to thesubscription;(ii)

it is not certain whether he would be in a better or worse position if heexchanges his Units from a Scheme to units in another Group Trust; and(iii)

he will not be entitled to cancel his subscription of units in the Group Trust.

Further information on the terms and conditions applicable to the Cancellation Period
including information relating to the method of calculating repayment amounts,
restrictions on realisation and exchange during this period (if any), and the steps
which a new subscriber must take to effect such a cancellation are contained in theapplication form for the subscription of Units. New subscribers should read thisinformation carefully before subscribing for Units in the relevant Scheme(s).

9.

REGULAR SAVINGS PLAN

9.1

The approved distributors of the Managers may make available a Regular Savings Plan(“RSP”) for certain Class(es) of the relevant Schemes. Details of the Classes, the current
minimum monthly contributions for the RSP, the date these contributions will be deductedfrom your bank account, CPF account (if applicable) or SRS Account (as the case may be)
and the dates Units will normally be allotted (such dates may be exceeded where Units arebought through the Managers’ approved distributors or when Units are purchased using SRSor CPF monies) are set out below.
Name of Scheme

Class(es)MinimumMonthly
Contribution

Deduction
Date

Allotment of Units

9th of eachmonth***Normally within 2
Business Days after
the date on which themonthly contribution is
deducted

Equity Schemes
Equity Global
Nikko AM Asia Investment
Funds - Nikko AM Shenton
Global Property Securities
Fund

SGD
Class

44

Name of Scheme

Class(es)MinimumMonthly
Contribution

Deduction
Date

Allotment of Units

Equity Regional
13th of each ** Normally 1 Dealing
month*
Day after the date on
which the monthly
22nd ofcontribution iseachdeductedmonth*

Nikko AM Shenton Asia
Pacific Fund

SGD
Class

Nikko AM Asia Investment
Funds - Nikko AM Shenton
Asia Dividend Equity Fund

SGD
Class

Nikko AM Shenton
Emerging Enterprise
Discovery Fund

SGD
Class

19th of eachmonth*

SGD
Class /
SGD
HedgedClass

8th
Business
Day of eachmonth*

S$100

Equity Single Country
Nikko AM Shenton Japan
Fund

Nikko AM Shenton Thrift
Fund

S$100

** Normally 1 Dealing
Day after the date on
which the monthly
contribution is
deducted

SGD
Class

16th of eachmonth*

Nikko AM Global Green
Bond Fund

SGD
Class

Nikko AM Shenton ShortTerm Bond Funds - Nikko
AM Shenton Short Term
Bond Fund (S$)

SGD
Class

20th of each ** Normally 1 Dealing
month*
Day after the date on
which the monthly
8th of each contribution ismonth*
deducted

Fixed Income Schemes
Bond Global

S$100

Bond Regional
Nikko AM Asia Investment
Funds - Nikko AM Shenton
Asia Bond Fund

SGD
Class A

9th of eachmonth*
S$100**Normally within 2
Business Days after
the date on which themonthly contribution is
deducted

45

Name of Scheme

Nikko AM Shenton Income
FundClass(es)MinimumMonthly
Contribution

SGD
Class

Deduction
Date

Allotment of Units

9th of eachmonth*** Normally 1 Dealing
Day after the date on
which the monthly
contribution is
deducted* or the next Business Day if that day/date is not a Business Day.
** This may be exceeded in the case of Units purchased through the Managers’ approved
distributors or when Units are purchased using SRS or CPF monies (where applicable).
Currently, no RSP is available for the subscription of Units in Class(es) of each Scheme thatare not mentioned in the table above.
9.2

You may apply for Units of a Class listed in the table in paragraph 9.1 above through a RSP
upon satisfying the Minimum Initial Investment amount applicable to that Class.

9.3

If the deduction of the monthly contributions is unsuccessful, no investment will be made forthat month. No notification relating to the unsuccessful deduction will be sent to you. After 2
consecutive unsuccessful deductions, the RSP will be terminated and no notification of suchtermination will be sent to you.

9.4

You may terminate your participation in the RSP without penalty upon giving not less than 30
days’ notice in writing to the approved distributor from whom you purchased your Units. The
Managers reserve the right to terminate the RSP at any time in its absolute discretion by giving
at least one month’s notice to you.

9.5

The Managers shall not assume any liability for any losses arising from your payment for the
RSP via direct debit transactions.

9.6

You should contact the approved distributors of the Managers for further details of how toparticipate in a RSP.

10.

SCHEMES INCLUDED UNDER THE CENTRAL PROVIDENT FUND INVESTMENTSCHEME AND SUPPLEMENTARY RETIREMENT SCHEME

10.1

Central Provident Fund Investment Scheme
Some of the Schemes are included under the Central Provident Fund (“CPF”) Investment
Scheme (the “CPFIS”). As at the date of registration of this Prospectus, the Schemes included

46

under the CPFIS for subscription using CPF monies and their respective CPFIS risk
classifications are set out in the table below:

10.2

Name of Scheme

Class of
Units

CPFIS - OA /CPFIS - SA

CPFIS Risk
Classification

Nikko AM Shenton Japan FundSGD Class

CPFIS - OA

Higher Risk – Narrowly
Focused – Country –Japan

Nikko AM Shenton Thrift FundSGD Class

CPFIS - OA

Higher Risk - Narrowly
Focused – Country Singapore

Nikko AM Shenton Short Term
Bond Funds - Nikko AM Shenton
Short Term Bond Fund (S$)

SGD Class

CPFIS - OA
and CPFIS –SA

Low to Medium Risk –Broadly Diversified

The CPF interest rate for the CPF Ordinary Account is based on the 3-month average of the
major local banks’ interest rates. Under the Central Provident Fund Act 1953, the CPF Board
pays a minimum interest of 2.5% per annum when this interest formula yields a lower rate.
Savings in the Special Account and Medisave Account (“SMA”) are invested in Special
Singapore Government Securities (SSGS) which earn an interest rate pegged to either the
12-month average yield of 10-year Singapore Government Securities (10YSGS) plus 1%, or
4% whichever is the higher, adjusted quarterly.
New Retirement Account (“RA”) savings are invested in SSGS which earn a fixed coupon rateequal to either the 12-month average yield of the 10YSGS plus 1% computed for the year, or
4%, whichever is the higher. The interest credited to the RA is based on the weighted averageinterest rate of the entire portfolio of these SSGS invested using new and existing RA savings
and is adjusted quarterly.
As announced by the CPF Board, the Singapore government will maintain the 4% p.a.
minimum rate for interest earned on all SMA and RA monies until 31 December 2024.
Thereafter, interest rates on all CPF account monies will be subject to a minimum rate of 2.5%
p.a. (unless the Singapore government extends the 4% floor rate for interest earned on all
SMA and RA monies).
The first $60,000 of a CPF member’s combined CPF accounts earns an extra 1% interest(capped at $20,000 for CPF Ordinary Account). To enable members to earn extra interest,
only monies in excess of $20,000 in a member’s CPF Ordinary Account and $40,000 in theSpecial Account can be invested.
For members aged 55 and above, the CPF Board pays an extra 2% interest on the first
S$30,000 of their combined balances (capped at S$20,000 for the CPF Ordinary Account),
and an extra 1% interest on the next S$30,000. This means that they will earn up to 6% interest
per annum on their retirement balances.
You should note that the applicable interest rates for each of the CPF accounts may bevaried by the CPF Board from time to time.

47

10.3

Supplementary Retirement Scheme
As at the date of registration of this Prospectus, the following Classes of the Schemes areavailable for purchase using supplementary retirement scheme (“SRS”) monies:
Name of Scheme

Class of Units

Nikko AM Asia Investment Funds - Nikko AM Shenton Global
Property Securities FundSGD ClassEquity Schemes
Equity Global
SGD Class B

Equity Regional
Nikko AM Shenton Asia Pacific FundSGD Class

Nikko AM Asia Investment Funds – Nikko AM Shenton Asia
Dividend Equity FundSGD Class

Nikko AM Shenton Emerging Enterprise Discovery FundSGD ClassEquity Single Country
Nikko AM Shenton Japan FundSGD Class
SGD Hedged Class

Nikko AM Shenton Thrift FundSGD Class
SGD Class B

Fixed Income Schemes
Bond Global
Nikko AM Global Green Bond FundSGD Class

Nikko AM Shenton Short Term Bond Funds - Nikko AM Shenton
Short Term Bond Fund (S$)

SGD Class
AUD Hedged Class

Bond Regional
Nikko AM Asia Investment Funds – Nikko AM Shenton Asia BondFund

SGD Class A

Nikko AM Shenton Income FundSGD Class

11.

REALISATION OF UNITS

11.1

How to sell Units
Holders may realise their Units by submitting a written realisation request in such form andtogether with such other documents as may be required to the Managers through the approved
distributor(s) from whom they purchased their Units. Institutional investors who had purchased48

their Units directly from the Managers may realise their Units by completing the realisation
request and forwarding the same to the Managers.
The Managers may refuse any realisation requests where all relevant documentation has notbeen submitted or if such realisation would result in non-compliance with the Minimum Holding
and/or the Minimum Realisation requirement relating to the relevant Scheme or Class or in
any other circumstances agreed with the Trustee and notified to the Holders.
Holders may make an electronic online application for the realisation of Units on or throughthe website of the approved distributor, or on an application form printed from such website.
With a view to protecting the interests of Holders, the Managers may with the approval of theTrustee, in certain instances stipulated in the relevant Deed(s), limit the total number of Units
in a Scheme or in any Class of a Scheme which Holders may realise on any Dealing Day toseven point five per cent (7.5%) of the total number of Units in the relevant Scheme or Class
then in issue for the Nikko AM Shenton Japan Fund and Nikko AM Shenton Income Fundand ten per cent (10%) of the total number of Units in the relevant Scheme or Class then inissue for all other Schemes. If so, requests for realisation of Units in the relevant Scheme orClass on such Dealing Day will be reduced rateably and be treated as if made in respect ofeach subsequent Dealing Day until all Units in that Scheme or Class to which the original
request related have been realised.
Where, pursuant to paragraph 8.9, new subscribers have exercised their rights to cancel theirsubscription of Units, such Units shall be included in the computation of the seven point five
per cent or ten per cent limit (as the case may be).
11.2

Minimum Holding and Minimum Realisation
A Holder may not realise only part of his holding of Units without the approval of the Managers
and the Trustee if such realisation is less than the Minimum Realisation or if due to suchrealisation, his holding would be reduced to less than the Minimum Holding.
The Minimum Holding and Minimum Realisation for each Class of a Scheme are set out in thetable below.
Name of Scheme
All Schemes except for the
Schemes under the heading“Exceptions” below

Class

Minimum
Holding*

Minimum
Realisation*

All Classes

500 Units

500 Units

100,000 Units

10,000 Units

100 Units

100 Units

Exceptions
Nikko AM Asia Investment Funds Nikko AM Shenton Global
Property Securities FundSGD Class B

Nikko AM Shenton Thrift FundSGD Class

SGD Class S
USD Class B

USD Class

49

RMB ClassSGD Class B

100,000 Units

10,000 Units

Nikko AM Shenton Short Term
Bond Funds - Nikko AM Shenton
Short Term Bond Fund (S$)

All Classes

500 Units

There is no
minimum
realisation amount.

Nikko AM Asia Investment Funds Nikko AM Shenton Asia Bond FundSGD Class A
500 Units

500 Units

10,000 Units

1,000 Units

Nikko AM Global Green Bond FundUSD Class A
RMB Class
SGD Class B
USD Class B* or such other number of Units as the Managers may determine from time to time by priornotice to the Trustee, with the approval of the Trustee or at their discretion, in accordance with
the Deed of the relevant Scheme.
11.3

Pricing and Dealing Deadline
As Units are priced on a forward pricing basis, the Realisation Price of Units will not be
available at the time of submission of the realisation request. If a Holder’s realisation request
is received and accepted by the Managers through their approved distributor(s) by 5.00 p.m.
Singapore time on a Dealing Day, the realisation request will be taken to have been received
and accepted on that Dealing Day and the Holder will receive his realisation proceeds basedon that Dealing Day’s Realisation Price. If the realisation request is received and accepted by
the Managers through their approved distributor(s) after 5.00 p.m. Singapore time on a Dealing
Day or on a day which is not a Dealing Day, the realisation request will be taken to have been
received and accepted on the next Dealing Day and the Holder will receive his realisation
proceeds based on the next Dealing Day’s Realisation Price.

11.4

Calculation of Realisation Price
The Realisation Price is quoted on a single pricing basis.
The Realisation Price applicable to any Dealing Day shall be determined by:(a)calculating the value per Unit as at the Valuation Point in relation to that Dealing Day;(b)deducting therefrom the Duties and Charges or Transactions Adjustments (as definedin the relevant Deed, where applicable); and(c)rounding the resultant total to the nearest 3 decimal places (and in the case of Nikko
AM Shenton Short Term Bond Funds - Nikko AM Shenton Short Term Bond
Fund (S$) to the nearest 5 decimal places or such other number of decimal places orsuch other method of rounding as the Managers may from time to time determine after
consulting with the Trustee). Rounding differences (if any) will be retained by the
Scheme.

50

The Realisation Charge (if any) will be deducted from the Gross Realisation Proceeds upon
the realisation of Units.
11.5

How realisation proceeds are calculated
The following is an illustration of the realisation proceeds that a Holder will receive based ona holding of 1,000 Units and a notional Realisation Price of $1.050*.
1,000

x

Units to berealised$1.050= $1,050.00

Realisation
Price*

Gross
Realisation
Proceeds-

Nil
Realisation
Charge**=$1,050.00
Net Realisation
Proceeds
Payable**** The actual Realisation Price of a Class will fluctuate according to the NAV of the relevant
Class and may be affected by Swing Pricing as described in paragraph 22.13 and may bedenominated in a different currency depending on the particular Class. The Realisation Priceof a Class is currently rounded to the nearest 3 decimal places (except for the Realisation
Price of a Class of Nikko AM Shenton Short Term Bond Funds - Nikko AM Shenton ShortTerm Bond Fund (S$) which is currently rounded to the nearest 5 decimal places).
** There is currently no Realisation Charge imposed for any Class.
*** The realisation proceeds may be payable in a different currency depending on the currencyof denomination of the particular Class.
N.B.: All numerical figures used for the purpose of this illustration are hypothetical.

11.6

Payment of realisation proceeds(a)The realisation proceeds will be paid to Holders within 7 Business Days after the
relevant Dealing Day on which the realisation request is received or within such othertime as may be permitted by the Authority, unless realisation of Units has beensuspended in accordance with the provisions of the relevant Deed.

(b)

In the case of a Holder who has purchased Units with cash, any monies payable tohim under the provisions of the relevant Deed in respect of such Units will be paid bycheque sent through the post to his address appearing on the Register or bytelegraphic transfer to a nominated bank account.

(c)

In the case of a Holder who has purchased Units with monies from his CPF Investment
Account, any monies payable to such Holder under the provisions of the relevant Deedin respect of such Units shall be paid by transferring the monies to the relevant
Approved Bank / Relevant Participating Bank (as defined in the relevant Deed) for
credit of the relevant CPF Investment Account. Where such CPF Investment Accounthas been closed, the monies will be paid to the Holder in accordance with paragraph11.6(b) above or otherwise in accordance with any applicable laws, regulations or
guidelines.

51

(d)

Where applicable, in the case of a Holder who has purchased Units with monies fromhis CPF special account, any monies payable to such Holder under the provisions of
the relevant Deed in respect of such Units shall be paid by transferring the monies to
the CPF Board for credit of the relevant CPF special account. Where such CPF special
account has been closed, the monies will be paid to the Holder in accordance with theparagraph 11.6(b) above or otherwise in accordance with any applicable laws,
regulations or guidelines.

(e)

In the case of a Holder who has purchased Units with SRS monies, any monies
payable to him under the provisions of the relevant Deed in respect of such Units will
be paid by transferring the monies to the relevant bank for credit of the Holder’s SRS
Account or otherwise in accordance with the provisions of any applicable laws,
regulations or guidelines. Where the Holder’s SRS Account has been closed, themonies will be paid to him in accordance with paragraph 11.6(b) above or otherwisein accordance with any applicable laws, regulations or guidelines.

(f)Payment of realisation proceeds made in accordance with the provisions of paragraph11.6 will be a satisfaction of the monies payable and shall be a good discharge to theManagers or the Trustee (as the case may be).

12.

EXCHANGE OR CONVERSION OF UNITS

12.1

Exchange of units between Group Trusts
The Managers may, at their discretion and on such terms and conditions as they may impose(including the levying of fees or charges), on the application of a Holder, effect the exchangeof Units for units of any other Group Trust (referred to as “units”) and on notification by the
managers of a Group Trust of an application by the holder of units in that Group Trust,exchange such units for Units.
The following provisions will apply to such an exchange:(a)the exchange of Units for units is exercised by a Holder giving to the Managers
through the approved distributor(s) from whom he purchased the Units a notice insuch form as the relevant approved distributor may from time to time require andaccompanied by a duly completed and executed application form for the subscriptionof units in the relevant Group Trust. Institutional investors who had purchased theirUnits directly from the Managers may exchange their Units by submitting a notice insuch form as the Managers may from time to time require and accompanied by a duly
completed and executed application form for the subscription of units in the relevantGroup Trust;(b)

the exchange of Units for units specified in the relevant notice (the “Exchange
Notice”) will be made on the Common Exchange Dealing Day on which the Exchange
Notice is received by the Managers through their approved distributor(s) up to 5.00
p.m. Singapore time on such Common Exchange Dealing Day. If an Exchange Notice
is received by the Managers through their approved distributor(s) after 5.00 p.m.
Singapore time on a Common Exchange Dealing Day or on a day that is not a
Common Exchange Dealing Day, the Exchange Notice will be treated as having been
received before 5.00 p.m. Singapore time on the next Common Exchange Dealing52Day. For this purpose, “Common Exchange Dealing Day” is a day which is both a
Dealing Day in relation to Units and a dealing day (as defined in the relevant trust deed)in relation to units of the Group Trust;(c)no Units will be exchanged during any period when the right of Holders to require therealisation of Units is suspended pursuant to the suspension provisions set out inparagraph 15 of this Prospectus or when the issue of units in the Group Trust issuspended pursuant to the suspension provisions set out in the trust deed of therelevant Group Trust;(d)a Holder is not entitled, without the consent of the Managers, to withdraw an
Exchange Notice;(e)

any exchange of Units for units will be effected subject to any requirements or
restrictions applicable to the realisation of Units, the issue of units, any applicable
Minimum Holding requirements, any applicable Minimum Initial Investment sum or
Minimum Subsequent Investment sum;(f)each Unit to be exchanged shall be valued at not less than the Realisation Price per
Unit and each Unit to be issued shall be valued at not more than the Issue Price per
Unit;

(g)

an exchange of Units for units will be effected by the Holder realising his Units. The
net proceeds of this realisation will then be utilised to subscribe for units of the relevantGroup Trust at the prevailing issue price of the units of the relevant Group Trust;(h)an exchange of units for Units will be effected by the managers of that Group Trust
realising the units of that Group Trust and paying the net proceeds of the realised
units to the Managers. The Managers will then issue Units at the prevailing Issue
Price;(i)where the Initial Sales Charge paid for the Units being exchanged (the “First Initial
Sales Charge”) is less than the initial sales charge payable for the units being
acquired (the “Second Initial Sales Charge”), the Managers shall be entitled tocharge for the difference, but where the Second Initial Sales Charge is less than theFirst Initial Sales Charge, the Managers shall be entitled to retain the difference, as
set out in paragraph 13.1.2 of this Prospectus;(j)

the Trustee shall have no responsibility or liability to ensure that the provisions of thetrust deed constituting the Group Trust relating to issue, realisation or exchange ofunits are complied with;(k)

the Managers may, at their discretion, reject any Exchange Notice;(l)unless permitted otherwise by the Managers at their absolute discretion in respect of
the Nikko AM Shenton Emerging Enterprise Discovery Fund, the Nikko AM Shenton
Income Fund, the Nikko AM Global Green Bond Fund, the Nikko AM Shenton Asia
Pacific Fund, the Nikko AM Shenton Thrift Fund and each Sub-Fund of the Nikko AM
Asia Investment Funds, the Units and the units of the Group Trust being exchanged
must be denominated in the same currency.

53

You should note that Units may not be exchanged for units of the ABF Singapore Bond Index
Fund, the Nikko AM Singapore STI ETF, the Nikko AM SGD Investment Grade Corporate
Bond ETF, the NikkoAM-StraitsTrading Asia ex Japan REIT ETF and such other Group Trustas the Managers may from time to time determine. The list of Group Trusts which a Holder
may exchange his Units for may vary from time to time and is available from the Managers
upon request.
12.2

Conversion of Units between Sub-Funds
Subject to such restrictions as may be stipulated in this Prospectus or the relevant Deed,
where Units of more than one Sub-Fund within an umbrella structure are in issue, a Holder ofUnits of any Sub-Fund (the “Original Sub-Fund”) shall have the right from time to time toconvert all or any of the Units of the Original Sub-Fund held by him into Units of another SubFund (the “New Sub-Fund”) subject to the following:(a)the right of conversion is exercisable by such Holder giving to the Managers throughthe approved distributor(s) from whom he purchased the Units a conversion notice.
Institutional investors who had purchased their Units of the Original Sub-Fund directlyfrom the Managers may exercise the right of conversion by giving to the Managers aconversion notice;(b)

no conversion of Units may be made which would result in such Holder holding lessthan the Minimum Holding of either the Original Sub-Fund or the New Sub-Fund;(c)no conversion is permitted between Units denominated in different currencies(Example: Conversion of Units in the Nikko AM Asia Investment Funds - Nikko AM
Shenton Asia Bond Fund SGD Class A to Units in the Nikko AM Asia Investment
Funds - Nikko AM Shenton Global Property Securities Fund USD Class is not
permitted.);(d)the conversion of Units of the Original Sub-Fund shall be made on the Common Dealing
Date on which the conversion notice is received by the Managers through theirapproved distributor(s) or (if not received on a Common Dealing Date) on the next
following Common Dealing Date. For this purpose, a “Common Dealing Date” is a day
which is both a Dealing Day in relation to Units of the Original Sub-Fund and a Dealing
Day in relation to Units of the New Sub-Fund;(e)no Units shall be converted during any period when the right of Holders to require therealisation of Units is suspended pursuant to the relevant Deed or on any Common
Dealing Date on which the number of Units of the Original Sub-Fund that can be realisedby any Holder is limited pursuant to the relevant Deed; and(f)the Managers are entitled to impose a Conversion Fee, being a percentage of therealisable value of Units in the Original Sub-Fund (or such other amount as may be
determined by the Managers in consultation with the Trustee from time to time) and as
set out in paragraph 13.1.3 of this Prospectus.

54

13.

FEES AND CHARGES

13.1

Fees and charges payable by you
13.1.1 Initial Sales Charge and Realisation Charge
Name of Scheme

Initial Sales Charge

Realisation Charge(Subject to the terms andconditions applicable to Group
Trust exchange)
Equity Schemes
Equity Global
Nikko AM Asia Investment
Funds - Nikko AM Shenton
Global Property Securities
Fund

Current: Up to 5.00%

Current: 0%

Maximum: 5.00%

Maximum: 1%

Equity Regional
Nikko AM Shenton Asia Pacific
Fund
Nikko AM Asia Investment
Funds - Nikko AM Shenton
Asia Dividend Equity Fund

Current: Nil
Current: Up to 5.00%
Maximum: 5.00%

Current: 0%
Maximum: 1%

Nikko AM Shenton Emerging
Enterprise Discovery Fund
Equity Single Country
Nikko AM Shenton Japan Fund

Current: Up to 5.00%

Current: Nil

Maximum 5.00%
For CPF subscriptions only
Nil
Nikko AM Shenton Thrift Fund

Current: Up to 5.00%
Maximum: 5.00%
For CPF subscriptions only
Nil

Fixed Income Schemes
Bond Global
Nikko AM Global Green Bond
Fund

Current: Up to 5.00%

Current: 0%

Maximum: 5.00%

Maximum: 1%

55

Name of Scheme

Initial Sales Charge

Realisation Charge(Subject to the terms andconditions applicable to Group
Trust exchange)
Nikko AM Shenton Short Term
Bond Funds - Nikko AM
Shenton Short Term Bond
Fund (S$)

Current: Up to 1.00%
Maximum: 1.00%
For CPF subscriptions only
Nil

Bond Regional
Nikko AM Asia Investment
Funds - Nikko AM Shenton
Asia Bond Fund
Nikko AM Shenton Income
Fund

Current: 0%
Current: Up to 5.00%
Maximum: 5.00%

Maximum: 1%
Current: Nil

13.1.2 Exchange Fee
For the exchange of Units for units of any other Group Trust:Name of Scheme

Exchange Fee

For all Schemes

Where the Initial Sales Charge paid for the
Units being exchanged (the "First Initial
Sales Charge") is less than the initial sales
charge payable for the units being acquired(the "Second Initial Sales Charge"), theManagers shall be entitled to charge for thedifference, but where the Second Initial Sales
Charge is less than the First Initial Sales
Charge, the Managers shall be entitled toretain the difference.

13.1.3 Conversion Fee
For conversion of Units between Sub-Funds within Nikko AM Asia Investment Funds only
Name of Scheme

Conversion Fee

Nikko AM Asia Investment Funds - Nikko AM
Shenton Asia Dividend Equity Fund

Current: 0%

Nikko AM Asia Investment Funds - Nikko AM
Shenton Asia Bond Fund
Nikko AM Asia Investment Funds - Nikko AM
Shenton Global Property Securities Fund

Maximum: 1%
An amount not exceeding 1% of the value
converted

56

13.2

Fees and charges payable by the Schemes
Name of Scheme

AnnualTrustee’s Fee

Other Substantial
Fees/Charges*

Maximum: 2%
p.a.

Current: lessthan 0.06% p.a.

As at 30 June 2023
(audited):

Current:

Maximum: 0.2%
p.a.

SGD Class, USD Classand SGD Class S
Transfer agent fees:
0.16%

Current:
p.a.

As at 31 December 2022
(audited):

AnnualManagement
Fee(a) Retained by
Managers(b) Paid by
Managers
tofinancialadviser (trailer
fee)

Equity Schemes
Equity Global
Nikko AM Asia Investment
Funds - Nikko AM
Shenton Global Property
Securities FundSGD Class /USD Class /RMB Class:
1.5% p.a.
SGD Class B /USD Class B:
0.75% p.a.
(a) 40% to 100%of AnnualManagementFee(b) 0% to 60%1
of AnnualManagementFee
SGD Class S:
Nil.
(a) N.A.
(b) N.A.

Equity Regional
Nikko AM Shenton Asia
Pacific Fund

1

Current: 1.5%
p.a.

0.1%

Your financial adviser is required to disclose to you the amount of trailer fee it receives from the Managers.

57

Name of Scheme

AnnualTrustee’s Fee

Other Substantial
Fees/Charges*

The
AnnualTrustee’s Fee ispayable out of
the Management
Fee
and
is
therefore bornebytheManagers.

SGD ClassCurrent: 1.5%
p.a.

Current: lessthan 0.06% p.a.

As at 30 June 2023
(audited):

Maximum: 2%
p.a.

Maximum: 0.2%
p.a.

SGD Class

AnnualManagement
Fee(a) Retained by
Managers(b) Paid by
Managers
tofinancialadviser (trailer
fee)Maximum: 1.5%
p.a.
(a) 40% to 100%of AnnualManagementFee(b) 0% to 60%1
of AnnualManagement
Fee

Nikko AM Asia Investment
Funds - Nikko AM
Shenton Asia Dividend
Equity Fund(a) 40% to 100%of AnnualManagement
Fee

Valuation fees: 0.15%
Audit fees: 0.12%
Professional/ Legal
fees: 0.17%
Transfer agent fees:
0.14%(b) 0% to 60%1
of AnnualManagement
Fee
Nikko
AM
ShentonEmerging
Enterprise
Discovery Fund

Nil

Transaction cost: 0.63%

Current: 1.5%
p.a.

Current:
p.a.

0.1%

Maximum: 2%
p.a.

Maximum: 0.1%
p.a.

(a) 40% to 100%of AnnualManagement
Fee

Always subject
to minimum of
S$15,000 p.a..

As at 31 December 2022
(audited):
SGD ClassProfessional/ Legal
fees: 0.12%
Transaction cost: 0.76%(b) 0% to 60%1
of Annual58

Name of Scheme

AnnualManagement
Fee

AnnualTrustee’s Fee

Other Substantial
Fees/Charges*

Current:
p.a.

As at 31 December 2022
(audited):(a) Retained by
Managers(b) Paid by
Managers
tofinancialadviser (trailer
fee)Management
Fee
Equity Single Country
Nikko AM Shenton Japan
Fund

Current: 1% p.a.
Maximum: 1.5%
p.a.

The
AnnualTrustee’s Fee ispayable out of
the Management
Fee
and
is
therefore bornebytheManagers.

SGD ClassMaximum:
0.75% p.a.

Current:
p.a.

As at 31 December 2022
(audited):

Current:

The
AnnualTrustee’s Fee ispayable out of
the Management
Fee
and
is
therefore bornebytheManagers.

(a) 40% to 100%of AnnualManagementFee(b) 0% to 60%1
of AnnualManagement
Fee, Median =50% of Annual
Management
Fee as at 31
December
2023**
Nikko AM Shenton Thrift
Fund

0.1%

SGD Class /USD Class /RMB Class:
0.75% p.a.
SGD Class B:
0.375% p.a.
(a) 40% to 100%of AnnualManagement
Fee

0.1%

Transaction cost: 0.11%

SGD Class
Transaction cost: 0.24%

59Name of Scheme

AnnualManagement
Fee

AnnualTrustee’s Fee

Other Substantial
Fees/Charges*

Current: 0.125%
p.a.

As at 31 December 2022
(audited):

Maximum:
0.125% p.a.

SGD Class(a) Retained by
Managers(b) Paid by
Managers
tofinancialadviser (trailerfee)(b) 0% to 60%1
of AnnualManagement
Fee, Median =50% of Annual
Management
Fee as at 31
December
2023**
Fixed Income Schemes
Bond Global
Nikko AM Global Green
Bond Fund

Current: 1% p.a.
Maximum: 2%
p.a.
(a) 40% to 100%of AnnualManagement
Fee

Always subject
to minimum of
S$20,000 p.a.

(b) 0% to 60%1
of AnnualManagement
Fee
Nikko AM Shenton ShortTerm Bond Funds - Nikko
AM Shenton Short Term
Bond Fund (S$)

Professional/ Legal fees:
0.14%
Audit fees: 0.15%
Valuation fee: 0.14%
Transfer
0.27%

agent

fees:

Maximum: 1%
p.aCurrent: below
0.05% p.a.

As at 30 June 2023
(audited):

Current:

Maximum: 0.1%
p.a.

SGD
Class,
USD
Hedged Class and AUD
Hedged ClassSGD Class /USD Class /USD Hedged
Class / RMBClass: 0.3% p.a.

Nil

60

Name of Scheme

AnnualManagement
Fee

AnnualTrustee’s Fee

Other Substantial
Fees/Charges*

Current: lessthan 0.06% p.a.

As at 30 June 2023
(audited):

Maximum: 0.2%
p.a.

SGD Class A, USD
Class A, SGD Class B
and USD Class B(a) Retained by
Managers(b) Paid by
Managers
tofinancialadviser (trailerfee)
AUD Hedged
Class: 0.5% p.a.
SGD Class B /USD Hedged
Class B: 0.15%
p.a.
(a) 40% to 100%of AnnualManagementFee(b) 0% to 60%1
of AnnualManagement
Fee, Median =50% of Annual
Management
Fee as at 31
December
2023**
Bond Regional
Nikko AM Asia Investment
Funds - Nikko AM
Shenton Asia Bond FundSGD Class
A/USD Class
A/RMB Class
Current: 1.0%
p.a.; Maximum :2.0% p.a.
SGD Class
B/USD Class B

Collateral management
fees: 0.15%

Current: 0.8%
p.a.; Maximum :2.0% p.a.

61

Name of Scheme

AnnualManagement
Fee

AnnualTrustee’s Fee

Other Substantial
Fees/Charges*

Current: up to
0.075% p.a.

As at 31 December 2022
(audited):

The Annual
Trustee’s Fee ispayable out oftheManagement
Fee and istherefore borneby theManagers.

SGD Class and USDClass(a) Retained by
Managers(b) Paid by
Managers
tofinancialadviser (trailerfee)(a) 40% to 100%of AnnualManagementFee(b) 0% to 60%1
of AnnualManagement
Fee
Nikko
AM
Income Fund

ShentonCurrent: 1% p.a.
Maximum: 1%
p.a.
(a) 40% to 100%of AnnualManagementFee(b) 0% to 60%1
of AnnualManagement
Fee

Nil

62

*Other substantial fees/charges are shown as of the latest financial year end and in respectof the relevant Class(es) within each Scheme that have been incepted as at the latest
financial year end. Please refer to paragraph 20.1 of this Prospectus for details of thefinancial year end of each Scheme.
** Institutional monies (including insurers with respect to institutional monies) are excluded
from the derivation of both the trailer fee range and median. No trailer fee for (a) the SGD
Class B of Nikko AM Shenton Thrift Fund and (b) the SGD Class B and USD Hedged Class
B of Nikko AM Shenton Short Term Bond Funds - Nikko AM Shenton Short Term Bond Fund
(S$).
Note:
Subject to agreement with the relevant parties, other fees and charges, including inter alia
custodian fee and registrar fees may each amount to or exceed 0.10% per annum, dependingon the proportion that each fee or charge bears to the NAV of the relevant Scheme.
The exact custodian fee payable for any prospective period is currently not ascertainable as
the fee is transaction based and depends on the number of transactions the relevant Scheme
has during the said period as well as the asset value of the relevant Scheme at the time.
You should note that the fees and charges applicable to each Scheme (including fees basedon the NAV of the Scheme) will be based on the NAV before Swing Pricing adjustment (if any)
is applied. Please refer to paragraph 22.13 of this Prospectus for further details.
13.3

Fees and charges charged by the Underlying Funds

13.3.1 Nikko AM Shenton Asia Pacific Fund and its Underlying Fund
Name of Scheme

Underlying Fund

Nikko AM Shenton Asia Pacific FundNGUF – Nikko AM Asia ex-Japan FundFees and charges charged by the Underlying Fund of Nikko AM Shenton Asia Pacific Fund:Management fee

Current: Nil.

Administration fees

Up to 0.05% out of the assets of the Underlying Fund, subject tothe minimum of EUR 33,900 per annum.

Custodian fee

The Underlying Fund will pay custody fees comprising of assetbased fees and transaction based fees (the rates of which varydepending on the markets in which the Underlying Fundinvests).

Sales charge

Current: Nil; Maximum: 5%
The sales charge in respect of the Scheme’s investment into theUnderlying Fund is currently waived.

63

Other Substantial
Fees/Charges

There may be other fees and charges such as transaction &safekeeping fees and auditors’ fees which may each amount toor exceed 0.1% p.a. of the NAV of the Underlying Fund,depending on the proportion that each fee or charge bears to
the NAV of the Underlying Fund.

13.3.2 Nikko AM Global Green Bond Fund and its Underlying Fund
Name of Scheme

Underlying Fund

Nikko AM Global Green Bond FundNGUF - Nikko AM Global Green Bond FundFees and charges charged by the Underlying Fund of Nikko AM Global Green Bond Fund:Management fee

Current: 0.45% p.a. of the NAV of the Underlying Fund.

Custodian andadministration fees

Up to 0.05% out of the assets of the Underlying Fund, subject tothe minimum of EUR 33,900 per annum.

Sales charge

Current: Up to 5%.

The management fee of the Underlying Fund will be rebatedback to the Scheme in relation to the Scheme’s investment into
the Underlying Fund.

The sales charge in respect of the Scheme’s investment into theUnderlying Fund is currently waived.
Other Substantial
Fees/Charges

There may be other fees and charges such as transaction &safekeeping fees and auditors’ fees which may each amount toexceed 0.1% p.a. of the NAV of the Underlying Fund, dependingon the proportion that each fee or charge bears to the NAV of
the Underlying Fund.

13.4

The fees of the Sub-Managers will be paid by the Managers and not out of the Deposited
Property of the relevant Schemes.

13.5

The Initial Sales Charge, the Realisation Charge, the Conversion Fee and the Exchange Fee,
where applicable, will be retained by or paid to the approved distributors of the Managers
and/or the Managers for their own benefit or will be shared between the approved distributors
and the Managers. Any rounding differences due to the adjustment in the calculation of theIssue Price and Realisation Price will be retained by the relevant Scheme. Any commission,
remuneration or other sum payable to the approved distributors in respect of the issue or saleof any Units shall not be added to the price of such Units but will be paid by the Managers.
The approved distributors may also charge additional fees not listed above. You should
therefore check with the approved distributors before subscribing for Units.

64

13.6

The Managers may at any time differentiate between investors as to the amount of the Initial
Sales Charge, the Realisation Charge, the Conversion Fee and the Exchange Fee, whereapplicable, (subject to the maximum permitted) or allow discounts on such basis or on such
scale as the Managers may think fit.

14.

OBTAINING PRICES OF UNITSThe Issue Price and Realisation Price of Units will be available on the Business Day following
each Dealing Day.
You may check such prices on the Managers’ website at www.nikkoam.com.sg.

15.

SUSPENSION OF DEALINGS
The circumstances in which the Managers or the Trustee may suspend dealings of Units ineach Scheme are set out below.

15.1

Nikko AM Shenton Asia Pacific Fund
Subject to the provisions of the Code, the Managers or the Trustee may at any time, with theapproval of the other, suspend the calculation of the Value of the Deposited Property, theissue of Units of the Scheme or any Class and the right of Holders to require realisation ofUnits of the Scheme or any Class:(a)during any period when any Market (as defined in the Deed) for any material
proportion of the Investments (as defined in the Deed) for the time being constituting
the Deposited Property is closed otherwise than for ordinary holidays;(b)during any period when dealings on any such Market are restricted or suspended;(c)during the existence of any state of affairs which, in the opinion of the Managers might
seriously prejudice the interests of the Holders of the Scheme or the relevant Class asa whole;(d)during any period when, in the opinion of the Managers and the Trustee, there exists
any state of affairs as a result of which withdrawal of deposits held for the account of
the Scheme or the realisation of any material proportion of the Investments for thetime being constituting the Deposited Property cannot be effected normally or without
seriously prejudicing the interests of Holders of the Scheme or the relevant Class asa whole;(e)during any period during which there is, in the opinion of the Managers and theTrustee, any breakdown in the means of communication normally employed indetermining the Value of any of the Investments or the amount of any cash for thetime being comprised in the Deposited Property or the amount of any liability of theTrustee for account of the Scheme or when for any other reason the Value of any
such Investment or the amount of any such cash or liability cannot be promptly andaccurately ascertained including any period when the fair value of a material portionof the Investments for the time being constituting the Deposited Property cannot be
determined and for the purposes of this paragraph, “fair value” of an investment is the65price that the Deposited Property would reasonably expect to receive upon the current
sale of the investment;(f)during any period when, in the opinion of the Managers and the Trustee, the transfer
of funds which will or may be involved in the realisation of any material proportion of
the Investments for the time being constituting the Deposited Property cannot beeffected promptly at normal rates of the exchange;(g)for 48 hours (or such longer period as the Managers and the Trustee may agree) prior
to the date of any meeting (or adjourned meeting) of Holders of the Scheme or the
relevant Class convened in accordance with the Schedule on Meetings of Holders in
the Deed;(h)for any period pursuant to an order or direction of the Authority;(i)during any period when the Managers or the Trustee, in relation to the operation of
the Scheme, is unable to conduct its business activities or its ability to conduct its
business activities is substantially impaired, as a direct or indirect result of local orforeign government restrictions, the imposition of emergency procedures, civil
disorder, acts or threatened acts of terrorism, war, strikes, pestilence, natural disasteror other acts of God; or(j)as may be required under the provisions of the Code.

Such suspension shall take effect forthwith upon the declaration in writing of the suspension
by the Managers to the Trustee (or, as the case may be, by the Trustee to the Managers) andsubject to the provisions of the Code, shall terminate on the day following the first Business
Day on which the condition giving rise to such suspension shall have ceased to exist and noother conditions under which suspension is authorised under this paragraph shall exist upon
the declaration in writing of the termination by the Managers (or, as the case may be, by theTrustee).
Payment for any Units of the Scheme or the relevant Class realised before thecommencement of any such suspension but for which payment has not been made before thecommencement of such suspension may, if the Managers and the Trustee so agree, bedeferred until immediately after the end of such suspension.
If the number of Units of the Scheme or any Class in issue or deemed to be in issue would beless than such proportion (not exceeding 90 per cent) as may be determined by the Managersof the number of Units of the Scheme or Class in issue or deemed to be in issue on a relevantday, the Managers may elect that the Realisation Price per Unit of the Scheme or Class inrelation to all of the Units of the Scheme or Class falling to be realised by reference to that
relevant day shall be the price per Unit of the Scheme or Class which reflects a fairer value
for the Deposited Property, and by giving notice to the affected Holders within two Business
Days after the relevant day, and subject to the provisions of the Code, the Managers may
suspend the realisation of those Units of the Scheme or Class for such reasonable period as
may be necessary to effect an orderly realisation of investments.

66

15.2

Nikko AM Shenton Emerging Enterprise Discovery Fund
Subject to the provisions of the Code, the Managers or the Trustee may at any time, with theapproval of the other, suspend the calculation of the Value of the Deposited Property, theissue of Units of the Scheme or any Class and the right of Holders to require the realisationof Units of the Scheme or any Class pursuant to the provisions of the Deed which include thefollowing circumstances:(i)during any period when any market for any material proportion of the investments forthe time being constituting the Deposited Property is closed otherwise than forordinary holidays;(ii)

during any period when dealings on any such market are restricted or suspended;(iii)

during any period when, in the opinion of the Managers and the Trustee, there exists
any state of affairs as a result of which withdrawal of deposits held for the account of
the Scheme or the realisation of any material proportion of the investments for thetime being constituting the Deposited Property cannot be effected normally or without
seriously prejudicing the interests of Holders of the Scheme or the relevant Class asa whole;(iv)

during any period during which there is, in the opinion of the Managers and theTrustee, any breakdown in the means of communication normally employed indetermining the value of any of the investments or the amount of any cash for the time
being comprised in the Deposited Property or the amount of any liability of the Trustee
for account of the Scheme or when for any other reason the value of any suchinvestments or the amount of any such cash or liability cannot be promptly andaccurately ascertained including any period when the fair value of a material portionof the investments for the time being constituting the Deposited Property cannot be
determined and for the purposes of this paragraph, “fair value” of an investment is theprice that the Deposited Property would reasonably expect to receive upon the saleof such investment;(v)

during any period when, in the opinion of the Managers and the Trustee, the transfer
of funds which will or may be involved in the realisation of any material proportion of
the investments for the time being constituting the Deposited Property cannot beeffected promptly at normal rates of exchange, and payment for any Units realised
before the commencement of any such suspension but for which payment has notbeen made before the commencement thereof may, if the Managers and the Trustee
so agree, be deferred until immediately after the end of such suspension. Suchsuspension shall take effect forthwith upon the notice in writing thereof of theManagers to the Trustee and shall terminate on the first Business Day following the
day on which the Managers have by notice in writing to the Trustee confirmed that theconditions giving rise to the suspension have ceased to exist;(vi)

during any 48 hour period (or such longer period as the Managers or the Trustee may
agree) prior to the date of any meeting of Holders of the Scheme or the relevant Class(or any adjourned meeting) convened in accordance with the Schedule on Meetingsof Holders in the Deed;67

(vii)

during any period pursuant to an order or direction of the Authority;(viii)

during any period when the Managers or the Trustee, in relation to the operation of
the Trust, is unable to conduct its business activities or its ability to conduct its
business activities is substantially impaired, as a direct or indirect result of local orforeign government restrictions, the imposition of emergency procedures, civil
disorder, acts or threatened acts of terrorism, war, strikes, pestilence, natural disasteror other acts of God;(ix)

during the existence of any state of affairs which in the opinion of the Managers andthe Trustee might seriously prejudice the interests of the Holders of the Scheme or
the relevant Class as a whole; or(x)

as may be required under the provisions of the Code.

Such suspension shall take effect immediately upon the written declaration to the Trustee ofsuspension by the Managers (or the Trustee to the Managers, as the case may be) andsubject to the provisions of the Code, shall terminate on the day following the first Business
Day on which the Managers or the Trustee (as the case may be) have declared in writing to
the Trustee or the Managers (as the case may be) that the condition(s) giving rise to suchsuspension has/have ceased to exist and no other conditions under which the suspension is
authorised under this paragraph shall exist.
If the number of Units of the Scheme or any Class in issue or deemed to be in issue would beless than such proportion (not exceeding 90 per cent), as may be determined by theManagers, of the number of Units of the Scheme or Class in issue or deemed to be in issue
on a relevant day, the Managers may elect that the Realisation Price per Unit of the Schemeor Class in relation to all of the Units of the Scheme or Class falling to be realised by reference
to that relevant day shall be the price per Unit of the Scheme or Class which reflects a fairer
value for the Deposited Property; and by giving notice to the affected Holders within two
Business Days after the relevant day, subject to the provisions of the Code, the Managers
may suspend the realisation of those Units for such reasonable period as may be necessary
to effect an orderly realisation of investments.
The “fairer value” for the Deposited Property shall be determined by the Managers in
consultation with an approved broker and upon notification to the Trustee; and “material
proportion” of the investments means such proportion of the investments which when sold willcause the reduction of the Net Asset Value of the Deposited Property.
15.3

Nikko AM Shenton Japan Fund
Subject to the provisions of the Code, the Managers or the Trustee may, with the prior written
approval of the other, suspend calculation of the Value of the Deposited Property, thecalculation of the issue price, the issue of Units of the Scheme or any Class and the right ofHolders to realise Units of the Scheme or any Class:(a)during any period when any stock exchange on which any Investment (as defined in
the Deed) forming part of the Deposited Property for the time being are listed or dealt
in is closed (otherwise than for ordinary holidays) or during which dealings are
restricted or suspended;

68

(b)

during the existence of any state of affairs which, in the opinion of the Managers might
seriously prejudice the interest of the Holders of the Scheme or the relevant Class asa whole or of the Deposited Property;(c)during any breakdown in the means of communication normally employed indetermining the price of any of such Investments or the current price on any stock
exchange or when for any reason the prices of any of such Investments cannot bepromptly and accurately ascertained;(d)during any period when remittance of monies which will or may be involved in therealisation of such Investments or in the payment for such Investments cannot, in theopinion of the Managers, be carried out at normal rates of exchange;(e)for 48 hours (or such longer period as the Managers and the Trustee may agree) prior
to the date of any meeting (or adjourned meeting) of Holders of the Scheme or the
relevant Class convened in accordance with the Schedule on Meeting of Holders in
the Deed;(f)for any period pursuant to an order or direction of the Authority;(g)during any period when the Managers or the Trustee, in relation to the operation of
the Scheme, is unable to conduct its business activities or its ability to conduct its
business activities is substantially impaired, as a direct or indirect result of local orforeign government restrictions, the imposition of emergency procedures, civil
disorder, acts or threatened acts of terrorism, war, strikes, pestilence, natural disasteror other acts of God;(h)during any period when the fair value of a material portion of the Authorised
Investments (as defined in the Deed) for the time being constituting the Deposited
Property cannot be determined and for the purposes of this paragraph, “fair value” ofan Authorised Investment is the price that the Deposited Property would reasonably
expect to receive upon the current sale of the authorised investment; or(i)

as may be required under the provisions of the Code.

Such suspension shall take effect forthwith upon the declaration in writing thereof by theManagers and subject to the provisions of the Code, shall terminate on the day following thefirst Business Day on which the condition giving rise to such suspension shall have ceased toexist and no other conditions under which suspension is authorised under the Deed shall exist
upon the declaration in writing thereof by the Manager (or, as the case may be, by theTrustee). The Managers may at any time, with the approval of the Trustee, delay the paymentof monies in respect of the realisation of Units of any Class during any period when therealisation of Units of such Class is suspended under this paragraph 15.3.
15.4

Nikko AM Shenton Thrift Fund
Subject to the provisions of the Code, the Managers or the Trustee may, with the prior written
approval of the other, suspend the calculation of the Issue Price, the Value of the Deposited
Property, the issue of Units of the Scheme or any Class and the right of Holders to realise
Units of the Scheme or any Class:

69

(a)

during any period when any market for a material proportion of the Investments (asdefined in the Deed) for the time being constituting the Deposited Property is closed(otherwise than for ordinary holidays) or during which dealings on any such Market
are restricted or suspended;(b)during any period when dealings on any such market are restricted or suspended;(c)during any period when, in the opinion of the Managers and the Trustee, there exists
any state of affairs which as a result of which withdrawal of deposits held for theaccount of the Scheme or the realisation of any material proportion of the Investments
for the time being constituting the Deposited Property cannot be affected normally or
without seriously prejudicing the interests of the Holders of the Scheme or the relevant
Class as a whole;(d)during any period which there is, in the opinion of the Managers and the Trustee, any
breakdown in the means of communication normally employed in determining theValue or price of any of the Investments or the amount of any cash for the time being
comprised in the Deposited Property or the amount of any liability of the Trustee foraccount of the Scheme or when for any reason the price or Value of any such
Investments or the amount of any such cash or liability cannot be promptly andaccurately ascertained;(e)during any period when, in the opinion of the Managers and the Trustee, the transfer
of monies which will or may be involved in the realisation of any material proportionof the Investments for the time being constituting the Deposited Property cannot beeffected promptly at normal rates of exchange;(f)for 48 hours (or such longer period as the Managers and the Trustee may agree) prior
to the date of any meeting (or adjourned meeting) of Holders of the Scheme or the
relevant Class convened in accordance with the Schedule on Meeting of Holders in
the Deed;(g)any period pursuant to an order or direction of the Authority;(h)during any period when the Managers or the Trustee, in relation to the operation of
the Scheme, is unable to conduct its business activities or its ability to conduct its
business activities is substantially impaired, as a direct or indirect result of local orforeign government restrictions, the imposition of emergency procedures, civil
disorder, acts or threatened acts of terrorism, war, strikes, pestilence, natural disasteror other acts of God;(i)

during any period when the fair value of a material portion of the Authorised
Investments (as defined in the Deed) for the time being constituting the Deposited
Property cannot be determined and for the purposes of this paragraph, “fair value” ofan Authorised Investment is the price that the Deposited Property would reasonably
expect to receive upon the current sale of the Authorised Investment; or(j)as may be required under the provisions of the Code.

Such suspension shall take effect forthwith upon the declaration in writing thereof to theTrustee by the Managers (or, as the case may be, to the Managers by the Trustee) and subject

70

to the provisions of the Code, shall terminate on the day following the first Business Day on
which the condition giving rise to the suspension shall have ceased to exist and no otherconditions under which suspension is authorised under the Deed shall exist upon the
declaration in writing thereof by the Managers (or, as the case may be, by the Trustee).
Payment for any Units of the Scheme or the relevant Class realised before thecommencement of any such suspension but for which payment has not been made before thecommencement thereof may, if the Managers and the Trustee so agree, be deferred until
immediately after the end of such suspension.
If the number of Units of the Scheme or any Class in issue or deemed to be in issue would beless than such proportion (not exceeding 90 per cent) as may be determined by the Managersof the number of Units of the Scheme or Class in issue or deemed to be in issue on a relevantday, the Managers may elect that the Realisation Price per Unit of the Scheme or Class inrelation to all of the Units of the Scheme or Class falling to be realised by reference to that
relevant day shall be the price per Unit of the Scheme or Class which reflects a fairer value
for the Deposited Property, and by giving notice to the affected Holders within two Business
Days after the relevant day the Managers may suspend, subject to the provisions of the Code,the realisation of those Units of the Scheme or Class for such reasonable period as may benecessary to effect an orderly realisation of Investments.
The “fairer value” for the Deposited Property shall be determined by the Managers in
consultation with an approved broker and upon notification to the Trustee; and “material
proportion” of the investments means such proportion of the investments which when sold willcause the reduction of the net asset value of the Deposited Property.
15.5

Nikko AM Global Green Bond Fund
Subject to the provisions of the Code, the Managers or the Trustee may, with the prior written
approval of the other, suspend the calculation of the Value of the Deposited Property, theissue of Units of the Scheme or any Class and the right of Holders to require the realisationof Units of the Scheme or any Class:(a)during any period when any market for any material proportion of the investments forthe time being constituting the Deposited Property for the time being are listed or dealt
in is closed (otherwise than for public holidays) or during which dealings are restricted
or suspended;(b)during any period when, in the opinion of the Managers, the interests of the Holdersof the Scheme or the relevant Class might be seriously prejudiced;(c)during any period which there is, in the opinion of the Managers and the Trustee, any
breakdown in the means of communication normally employed in determining theValue or price of any of the investments or the amount of any cash for the time being
comprised in the Deposited Property or the amount of any liability of the Trustee foraccount of the Scheme or when for any other reason the Value or price of any suchinvestments or the amount of any such cash or liability cannot be promptly andaccurately ascertained including any period when the fair value of a material portionof the investments for the time being constituting the Deposited Property cannot be
determined and for the purposes of this paragraph, “fair value” of an investment is the71price that the Deposited Property would reasonably expect to receive upon the saleof the investment;(d)during any period when in the opinion of the Managers and the Trustee, there exists
any state of affairs as a result of which withdrawal of deposits held for the account of
the Scheme or the realisation of any material proportion of the investments for thetime being constituting the Deposited Property cannot be effected normally or without
seriously prejudicing the interests of Holders of the Scheme or the relevant Class asa whole;(e)during any period when, in the opinion of the Managers and the Trustee, theremittance of moneys for the realisation of any material proportion of the investments
for the time being constituting the Deposited Property or in the payment forinvestments cannot be effected promptly at normal rates of exchange;(f)for 48 hours (or such longer period as the Managers and the Trustee may agree) prior
to the date of any meeting of Holders of the Scheme or the relevant Class (oradjourned meeting) convened in accordance with the Schedule on Meetings ofHolders in the Deed;(g)during any period when the Managers or the Trustee, in relation to the operation of
the Scheme, is unable to conduct its business activities or its ability to conduct its
business activities is substantially impaired, as a direct or indirect result of local orforeign government restrictions, the imposition of emergency procedures, civil
disorder, acts or threatened acts of terrorism, war, strikes, pestilence, natural disasteror other acts of God;(h)any period pursuant to an order or direction of the Authority;(i)during any period when dealings in the units or shares of the Underlying Fund are
restricted or suspended; or(j)as may be required under the provisions of the Code.

Such suspension shall take effect immediately upon the written declaration to the Trustee ofsuspension by the Managers (or the Trustee to the Managers, as the case may be) andsubject to the provisions of the Code, shall terminate on the first Business Day following the
day on which the Managers or the Trustee (as the case may be) have declared in writing to
the Trustee or the Managers (as the case may be) that the condition(s) giving rise to suchsuspension has/have ceased to exist.
Payment for any Units of the Trust or the relevant Class realised before the commencementof any such suspension but for which payment has not been made before the commencementof the suspension may, if the Managers and the Trustee so agree, be deferred until
immediately after the end of such suspension.
If the number of Units of the Scheme or any Class in issue or deemed to be in issue would beless than such proportion (not exceeding 90 per cent), as may be determined by theManagers, of the number of Units of the Scheme or Class in issue or deemed to be in issue
on a relevant day, the Managers may elect that the Realisation Price per Unit of the Schemeor Class in relation to all of the Units of the Scheme or Class falling to be realised by reference72

to that relevant day shall be the price per Unit of the Scheme or Class which reflects a fairer
value for the Deposited Property; and by giving notice to the affected Holders within two
Business Days after the relevant day, and subject to the provisions of the Code, the Managers
may suspend the realisation of those Units for such reasonable period as may be necessary
to effect an orderly realisation of investments.
The “fairer value” for the Deposited Property shall be determined by the Managers in
consultation with an approved broker and upon notification to the Trustee; and “material
proportion” of the investments means such proportion of the investments which when sold willcause the reduction of the Net Asset Value of the Deposited Property.
15.6

Nikko AM Shenton Income Fund
Subject to the provisions of the Code, the Managers or the Trustee may, with the prior written
approval of the other, suspend the calculation of the NAV of the Deposited Property, thecalculation of the issue price, the issue of Units of the Scheme or any Class or the right ofHolders to require the realisation of Units of the Scheme or any Class:(a)during any period when any stock exchange on which any Investment (as defined in
the Deed) forming part of Deposited Property for the time being are listed or dealt in
is closed (otherwise than for ordinary holidays) or during which dealings are restricted
or suspended;(b)during the existence of any state of affairs which, in the opinion of the Managers might
seriously prejudice the interest of the Holders of the Scheme or the relevant Class asa whole or of the Deposited Property;(c)during any breakdown in the means of communication normally employed indetermining the price of any of such Investments or the current price on any stock
exchange or when for any reason the prices of any of such Investments cannot bepromptly and accurately ascertained;(d)during any period when remittance of moneys which will or may be involved in therealisation of such Investments or in the payment for such Investments cannot in theopinion of the Managers, be carried out at normal rates of exchange;(e)for 48 hours (or such longer period as the Managers and the Trustee may agree) prior
to the date of any meeting (or adjourned meeting) of Holders of the Scheme or the
relevant Class convened in accordance with the Schedule on Meeting of Holders in
the Deed;(f)where the Authority so directs;(g)during any period when the Managers or the Trustee, in relation to the operation of
the Scheme, is unable to conduct its business activities or its ability to conduct its
business activities is substantially impaired, as a direct or indirect result of local orforeign government restrictions, the imposition of emergency procedures, civil
disorder, acts or threatened acts of terrorism, war, strikes, pestilence, natural disasteror other acts of God;

73

(h)

during any period when the fair value of a material portion of the Authorised
Investments (as defined in the Deed) for the time being constituting the Deposited
Property cannot be determined and for the purposes of this paragraph, “fair value” ofan Authorised Investment is the price that the Deposited Property would reasonably
expect to receive upon the current sale of the Authorised Investment; or(i)

as may be required under the provisions of the Code.

Such suspension shall take effect forthwith upon the declaration in writing thereof by theManagers to the Trustee (or as the case may be, to the Managers by the Trustee) and subject
to the provisions of the Code, shall terminate on the day following the first Business Day on
which the condition giving rise to the suspension shall have ceased to exist and no othercondition under which suspension is authorised under the Deed shall exist upon the
declaration in writing thereof by the Managers (or as the case may be, by the Trustee).
15.7

Nikko AM Shenton Short Term Bond Funds - Nikko AM Shenton Short Term Bond Fund(S$)
Subject to the provisions of the Code, the Managers or the Trustee may at any time, with theprior written approval of the other, suspend the issue of Units of the Scheme or any Class andthe right of Holders to require the realisation of Units of the Scheme or any Class:(i)during any period when any market for any material proportion of the Investments (asdefined in the Deed) for the time being constituting the Deposited Property is closed
otherwise than for ordinary holidays;(ii)

during any period when dealings on any such markets are restricted or suspended;(iii)

during any period when, in the opinion of the Managers and the Trustee, there exists
any state of affairs as a result of which withdrawal of deposits held for the account of
the Scheme or that Class or the realisation of any material proportion of theInvestments for the time being constituting the Deposited Property cannot be effected
normally or without seriously prejudicing the interests of Holders of the Scheme orthat Class as a whole;(iv)

during any period during which there is, in the opinion of the Managers and theTrustee, any breakdown in the means of communication normally employed indetermining the Value of any of the Investments or the amount of any cash for thetime being comprised in the Deposited Property or the amount of any liability of theTrustee for account of the Scheme or that Class or the Trust or when for any otherreason the Value of any such Investment or the amount of any such cash or liability
cannot be promptly and accurately ascertained including any period when the fairvalue of a material portion of the Investments for the time being constituting the
Deposited Property cannot be determined and for the purposes of this paragraph, “fairvalue” of an Investment is the price that the Deposited Property would reasonably
expect to receive upon the sale of the Investment;(v)

during any period when, in the opinion of the Managers and the Trustee, the transfer
of funds which will or may be involved in the realisation of any material proportion of74

the Investments for the time being constituting the Deposited Property cannot beeffected promptly at normal rates of the exchange;(vi)

for 48 hours (or such longer period as the Managers and the Trustee may agree) prior
to the date of any meeting of Holders (or any adjourned meeting thereof) convenedin accordance with the Deed;(vii)

any period pursuant to an order or direction of the Authority;(viii)

during any period when the Managers or the Trustee, in relation to the operation of
the Scheme or the Trust, is unable to conduct its business activities or its ability to
conduct its business activities is substantially impaired, as a direct or indirect result of
local or foreign government restrictions, the imposition of emergency procedures, civil
disorder, acts or threatened acts of terrorism, war, strikes, pestilence, natural disasteror other acts of God; or(ix)

as may be required under the provisions of the Code.

Such suspension shall take effect forthwith upon the declaration in writing thereof to theTrustee and the Authority by the Managers (or, as the case may be, to the Managers and the
Authority by the Trustee) and, subject to the provisions of the Code, shall terminate as soon
as practicable when the condition giving rise to the suspension shall have ceased to exist (andsuch cessation having been confirmed by the Managers), and in any event, within 21 days ofthe commencement of the suspension. The period of suspension may be extended if theManagers satisfy the Trustee that it is in the best interest of the Holders for the dealing in Units
to remain suspended. Such extension is subject to weekly review by the Trustee. Payment for
any Units of the Scheme or that Class realised before the commencement of any suchsuspension but for which payment has not been made before the commencement thereofmay, if the Managers and the Trustee so agree, be deferred until immediately after the end ofsuch suspension.
If the number of Units of the Scheme in issue or deemed to be in issue would be less thansuch proportion (not exceeding 90 per cent) as may be determined by the Managers of thenumber of Units of the Scheme in issue or deemed to be in issue on a relevant day, theManagers may with the approval of the Trustee elect that the Realisation Price per Unit of the
Scheme in relation to all of the Units of the Scheme falling to be realised by reference to that
relevant day shall be the price per Unit of the Scheme which reflects a fairer value for the
Deposited Property, and by giving notice to the affected Holders within two Business Days
after the relevant day the Managers may suspend the realisation of those Units of the Scheme
for such reasonable period as may be necessary to effect an orderly realisation of
Investments.
The “fairer value” for the Deposited Property shall be determined by the Managers in
consultation with an approved broker and upon notification to the Trustee.
The “material proportion” of the Investments means such proportion of the Investments which
when sold would in the opinion of the Managers in consultation with the Trustee cause theValue of the Deposited Property to be significantly reduced.
15.8

All Sub-Funds of Nikko AM Asia Investment Funds

75

Subject to the provisions of the Code, the Managers or the Trustee may at any time, with theprior written approval of the other, suspend the calculation of the value of the Deposited
Property, the issue of Units of the relevant Scheme or any Class and the right of Holders of therelevant Scheme or Class to require the realisation of Units of the relevant Scheme or Class:(a)during any period when any market for any Material Proportion of the Investments (asdefined in the Deed) for the time being constituting the Deposited Property is closed
otherwise than for ordinary holidays;(b)during any period when dealings on any such market are restricted or suspended;(c)during any period when the fair value of a material portion of the Investments for thetime being constituting the Deposited Property cannot be determined and for the
purposes of this paragraph, “fair value” of an Investment is the price that the Deposited
Property would reasonably expect to receive upon the sale of the Investment;(d)during any period when, in the opinion of the Managers and the Trustee, there exists
any state of affairs as a result of which withdrawal of deposits held for the account of
the Scheme or the realisation of any Material Proportion of the Investments for the time
being constituting the Deposited Property cannot be effected normally or without
seriously prejudicing the interests of Holders of that Scheme or Class as a whole;(e)during any period during which there is, in the opinion of the Managers and the Trustee,
any breakdown in the means of communication normally employed in determining theValue of any of the Investments or the amount of any cash for the time being comprisedin the Deposited Property or the amount of any liability of the Trustee for account of the
Scheme or the Trust or when for any other reason the Value of any such Investment or
the amount of any such cash or liability cannot be promptly and accurately ascertained;(f)during any period when, in the opinion of the Managers and the Trustee, the transfer offunds which will or may be involved in the realisation of any Material Proportion of theInvestments for the time being constituting the Deposited Property cannot be effected
promptly at normal rates of exchange;(g)

any period when the underlying assets in which the Deposited Property is invested
faces a suspension in trading on a Recognised Market or in dealing through primary
unit redemption;(h)during any 48 hour period (or such longer period as the Managers or the Trustee may
agree) prior to the date of any meeting of Holders of the Trust or the relevant Schemeor Class (or any adjourned meeting);(i)during any period pursuant to an order or direction of the Authority;(j)during any period when the Managers or the Trustee, is unable to conduct its businessactivities or its ability to conduct its business activities is substantially impaired, as adirect or indirect result of local or foreign government restrictions, the imposition of
emergency procedures, civil disorder, acts or threatened acts of terrorism, war, strikes,
pestilence, natural disaster or other acts of God; or(l)

as may be required under the provisions of the Code.

76

Payment for any Units of the relevant Scheme or Class realised before the commencement of
any such suspension but for which payment has not been made before the commencement
thereof may, if the Managers and the Trustee so agree, be deferred until immediately after theend of such suspension. Such suspension shall take effect forthwith upon the declaration inwriting thereof to the Trustee by the Managers and subject to the provisions of the Code, shallterminate on the day following the first Business Day on which the condition giving rise to thesuspension shall have ceased to exist (and such cessation having been confirmed by theManagers).
If the number of Units of the relevant Scheme or any Class in issue or deemed to be in issue
would be less than such proportion (not exceeding 90 per cent) as may be determined by theManagers of the number of Units of that Scheme or Class in issue or deemed to be in issue ona relevant day, the Managers may with the approval of the Trustee elect that the Realisation
Price per Unit of that Scheme or Class in relation to all of the Units of that Scheme or Class
falling to be realised by reference to that relevant day shall be the price per Unit of that Schemeor Class which reflects a fairer value for the Deposited Property, and by giving notice to theaffected Holders within two Business Days after the relevant day, subject to the provisions of
the Code, the Managers may suspend the realisation of those Units of that Scheme or Class forsuch reasonable period as may be necessary to effect an orderly realisation of Investments.
The “fairer value” for the Deposited Property shall be determined by the Managers in
consultation with an approved broker and with the approval of the Trustee.
The “material proportion” of the Investments means such proportion of the Investments which
when sold would in the opinion of the Managers in consultation with the Trustee cause the Valueof the Deposited Property to be significantly reduced.
16.

PERFORMANCE OF THE SCHEMES AND BENCHMARKS

Past performance of the Schemes and benchmarks (as at 31 January 2024)
Performance figures are calculated on a NAV-NAV basis, based on the assumption that all
dividends and distributions are reinvested, if any, and taking into account the maximum Initial
Sales Charge and the Realisation Charge where applicable.
The Scheme’s or a Class’s performance will be calculated based on the NAV of the Schemeor the Class after Swing Pricing adjustment (if any) has been applied and therefore the returnsof the Scheme or the Class may be influenced by the level of subscription and/or realisation
activity. Please refer to paragraph 22.13 of this Prospectus for further details.
Please note that the performances figures set out in the tables below are in respect of Classes
that have been incepted as at the date of registration of this Prospectus and which have a
track record of at least one year.

77Equity Schemes

Currency%change1 Yr

Annual Average Compounded Return
3 Yr

5 Yr

10 Yr

Since
Inception

Equity Global
Nikko AM Asia Investment Funds - Nikko AM Shenton Global Property Securities Funds
Benchmark: N.A. Note 1
SGD Class
Inception date: 11 April 2005
SGD Class S
Inception date: 7 January 2021
USD Class
Inception date: 11 April 2005

SGD

-2.63%-3.22%-1.96%

2.29%

1.66%

SGD

-0.90%-1.66%

N/A

N/A-1.15%

USD-4.16%-3.49%-1.85%

1.82%

2.80%

Equity Regional
Nikko AM Shenton Asia Pacific Fund Note 2
Benchmark: MSCI AC Asia Pacific ex Japan Index (Net Total Return) Notes 3 and 16
SGD Class
Inception date: 31 August 1992 Note2

SGD

Benchmark-22.72%-15.55%-0.93%

1.99%

3.68%Note 2-4.32%-7.29%

2.06%

4.44%

3.84%Note 3

Nikko AM Asia Investment Funds - Nikko AM Shenton Asia Dividend Equity Fund Note 4
Benchmark: N.A. Note 5
SGD Class
Inception date: 28 April 2000

SGD

-16.10%-9.45%

1.19%

2.31%

2.53%

Nikko AM Shenton Emerging Enterprise Discovery Fund Note 6
Benchmark: MSCI Asia ex Japan Small Cap Index Notes 7 and 16
SGD Class
Inception date: 13 March 1998

SGD

Benchmark5.37%-1.66%

12.73%

7.17%

5.67%

13.08%

4.41%

8.07%

4.83%

4.43%

12.86%

4.22%

6.31%

5.89%

2.41%

19.32%

2.66%

5.95%

5.69%

0.05%

Equity Single Country
Nikko AM Shenton Japan FundBenchmark: TOPIX Index Note 8
SGD Class
Inception date: 31 December 1986
BenchmarkSGD

78

Equity Schemes

Currency%changeAnnual Average Compounded Return

1 Yr

3 Yr

5 Yr

10 Yr

Since
Inception-4.58%

2.70%

2.94%

3.69%

5.47%

-1.54%

7.10%

3.93%

3.12%

2.90%

Nikko AM Shenton Thrift FundBenchmark: Straits Times Index (STI) Note 15
SGD Class
Inception date: 31 August 1987

SGD

BenchmarkFixed Income Schemes

Currency%changeAnnual Average Compounded Return

1 Yr

3 Yr

5 Yr

10 Yr

Since
Inception-2.92%-6.32%-3.67%-3.09%-0.46%

Bond Global
Nikko AM Global Green Bond Fund Note 9
Benchmark: N.A. Note 10
SGD Class
Inception date: 4 April 1997

SGD

Nikko AM Shenton Short Term Bond Funds - Nikko AM Shenton Short Term Bond Fund (S$)
Benchmark: 3-Months SIBOR Note 11
SGD Class
Inception date: 29 September
2000

SGD

Benchmark

3.16%

0.95%

1.77%

1.82%

2.14%

4.10%

2.25%

1.87%

1.44%

1.33%

2.93%

0.44%

1.34%

2.16%

2.70%

4.10%

2.25%

1.87%

1.44%

1.23%

4.64%

1.30%

2.02%

N/A

1.79%

4.10%

2.25%

1.87%

N/A

1.67%

AUD Hedged Class
Inception date: 23 September
2011

AUD

BenchmarkUSD Hedged Class
Inception date: 15 September
2016
BenchmarkUSD

79

Fixed Income Schemes

Currency%change1 Yr

Annual Average Compounded Return
3 Yr

5 Yr

10 Yr

Since
Inception

Bond Regional
Nikko AM Asia Investment Funds - Nikko AM Shenton Asia Bond FundBenchmark: Markit iBoxx ALBI Index Note 12
SGD Class A
Inception date: 1 August 2005

SGD

-5.41%-4.88%-0.94%

0.71%

0.88%

-5.12%-4.67%-0.69%

1.01%

1.17%

1.02%

-1.91%

1.63%

2.94%

N/A

-7.09%-5.12%-0.82%

0.24%

2.08%

-6.77%-4.89%-0.59%

0.54%

2.38%

-0.64%-2.14%

1.75%

2.49%

N/A

SGD

-1.30%-3.05%

0.48%

1.46%

3.69%

USD

-2.92%-3.28%

0.61%

0.99%

3.20%

SGD Class B
Inception date: 1 August 2005

SGD

BenchmarkUSD Class A
Inception date: 1 August 2005
USD Class B

USD

Inception date: 1 August 2005
BenchmarkNikko AM Shenton Income Fund Note 13
Benchmark: N.A. Note14
SGD Class
Inception date: 31 January 1989
USD Class
Inception date: 2 August 2004

Source: Nikko Asset Management Asia Limited, JPX Note 8, FTSE Note15, MSCI Note 16, and SPDJI
Note 12Notes
1. In order to be consistent with the investment methodology adopted since the inception of the
Scheme, the benchmark of the Scheme was changed from the "UBS Global Real Estate
Investors Total Return Index" to the "yield component of the UBS Global Real Estate Investors
Total Return Index" with effect from 1 April 2006. This allows the benchmark to be moreconsistent with the investment objective of the Scheme, which aims to achieve relative
outperformance against the yield component of the UBS Global Real Estate Investors Total
Return Index. With effect from 1 March 2010, the benchmark was changed to the UBS Global
Real Estate Investors Total Return Index without reference to the yield component, as theManagers believe that the revised benchmark is a better benchmark for measurement of therelative performance of the Scheme in line with the Scheme’s objective of providing investors

80with capital appreciation as well as regular income distributions. With effect from 1 April 2015,
the benchmark of the Scheme was changed from the “UBS Global Real Estate Investors Total
Return Index” to the “S&P Global REIT Net Total Return Index” (the “Benchmark”) as thecalculation and publication of the UBS Global Real Estate Investors Total Return Index ceased
with effect from 1 April 2015 and the Managers had identified the Benchmark as an
appropriate replacement benchmark for the Scheme. With effect from 1 December 2017, theBenchmark has been removed and there is no longer any benchmark for the Scheme. This isbecause in the Managers’ view, the Benchmark imposes unnecessary costs on the Scheme,
and the Benchmark is not necessary in order for the Managers to achieve the Scheme’s statedinvestment objective.
2.

Investors should note that the investment approach of the Scheme was changed witheffect from 30 September 2011. As such the performance returns for the past 10 years
and since inception include a period prior to the change of investment approach of the
Scheme. Investors should also note that the investment focus and approach of the
Scheme has been changed with effect from 31 March 2020 in respect of the Underlying
Fund which the Scheme invests into.
The Scheme was set-up as Shenton Emerging Capital Fund on 11 May 1990. The Scheme
was renamed Nikko AM Shenton Asia Pacific Fund on 31 August 1992 and the investment
objective was changed to allow the Scheme to invest in the Asia-Pacific region. The return
since inception is calculated from 31 August 1992.

3.

There was a change in benchmark from the MSCI Far East Free ex Japan Index to the MSCIAC Daily TR Net Asia ex Japan Index which took effect from 1 February 2009. As the MSCIAC Daily TR Net Asia ex Japan Index comprises of equities from a wider diversity ofcompanies and industries than the MSCI Far East Free ex Japan Index, the Managers are of
the view that it would more accurately reflect the investment objective of the Scheme. With
effect from 30 September 2011, the benchmark against which the Scheme’s performance ismeasured was changed from the MSCI AC Daily TR Net Asia ex Japan Index to the MSCI AC
Asia Pacific ex Japan Index (Net Total Return) because the Managers are of the view that thelatter index is more consistent with the new investment approach of the Scheme (which also
took effect on 30 September 2011) as compared to the MSCI AC Daily TR Net Asia ex Japan
Index. The return since inception is calculated from 31 August 1992 to be consistent with thebasis of calculation of the performance returns of the Nikko AM Shenton Asia Pacific Fund.

4.

You should note that the investment objective, focus and approach of the Scheme werechanged with effect from 17 December 2012 and that the performance returns for the
past 10 years and since inception include a period prior to the change of investment
objective, focus and approach of the Scheme.

5.

The benchmark of the Scheme was changed from MSCI AC Far East Free ex Japan Index to
MSCI AC Asia ex Japan Index (Net Total Return) (the “Benchmark”) with effect from 17
December 2012 in order to align the Scheme’s benchmark with that of its Underlying Fund i.e.
NGUT – Asia High Dividend Equity Fund. With effect from 1 June 2017, the Benchmark has
been removed and there is no longer any benchmark for the Scheme. This is because
pursuant to the investment objective of the Scheme, the Scheme is managed on a total returnbasis and as such, it does not seek to outperform any benchmark.

81

6.

You should note that the investment focus and approach of the Scheme was changed
with effect from 1 October 2012 and that the performance returns for the past 10 years
and since inception include a period prior to the change of investment focus andapproach of the Scheme.

7.

With effect from 1 October 2012, the benchmark was changed from MSCI World Small Cap
Index to MSCI AC Asia ex Japan Small Cap Index in order to better reflect the new investment
focus and approach of the Scheme that also took effect on 1 October 2012.
Prior to 1 May 2017, the performance returns of the benchmark of the Nikko AM Shenton
Emerging Enterprise Discovery Fund are calculated using the price index methodology. With
effect from 1 May 2017, the performance returns of the benchmark are calculated using the
net total return index methodology. The net total return index methodology incorporates into
its returns calculation the reinvestment of a constituent company’s dividend distributions netof tax credits or charges.

8.

There was a change in benchmark from the Nikkei 225 Stock Average to the Tokyo Stock
Price Index or TOPIX Index on 1 June 2004 as the TOPIX Index, which comprises equities
from a greater diversity of companies and industries than the Nikkei 225 Stock Average, would
more accurately reflect the investment objective of the Scheme.
Prior to 1 May 2017, the performance returns of the benchmark of the Nikko AM Shenton
Japan Fund are calculated using the price index methodology. With effect from 1 May 2017,
the performance returns of the benchmark are calculated using the net total return index
methodology. The net total return index methodology incorporates into its returns calculation
the reinvestment of a constituent company’s dividend distributions net of tax credits or
charges.
The TOPIX Net Total Return Index Value and the TOPIX Net Total Return Index Marks are
subject to the proprietary rights owned by JPX Market Innovation & Research, Inc. or affiliatesof JPX Market Innovation & Research, Inc. (hereinafter collectively referred to as "JPX") and
JPX owns all rights and know-how relating to TOPIX Net Total Return Index such as
calculation, publication and use of the TOPIX Net Total Return Index Value and relating to the
TOPIX Net Total Return Marks. JPX shall not be liable for the miscalculation, incorrect
publication, delayed or interrupted publication of the TOPIX Net Total Return Index Value.

9.

You should note that the investment objective, focus and approach of the Scheme waschanged with effect from 3 December 2012 and that the performance returns for the
past 10 years and since inception include a period prior to the change of investment
objective, focus and approach of the Scheme.

10.

There was a change in benchmark from the CITI G5 Government Bond Index to the Citi World
Government Bond Index on 23 August 2006 as the Citi World Government Bond Index would
better reflect the broader investment perspective of the Scheme in connection with theremoval of the Scheme from the CPFIS. With effect from 2 January 2013, the benchmark waschanged from Citi World Government Bond Index to a composite benchmark comprising of
50% Citi World Government Bond Index and 50% JP Morgan Government Bond Index Emerging Markets (the “New Benchmark”) in order to align the Scheme’s benchmark with82

that of its Underlying Fund i.e. NGUF - Nikko AM Global Green Bond Fund. A composite
benchmark is used to measure the performance of the Scheme as the composite benchmark
reflects the blend of developed markets and emerging markets that the Underlying Fund may
be invested in. With effect from 1 April 2017, the existing benchmark for the Scheme has been
removed because the Manager is of the view that it is not representative of the Scheme's
strategy. The performance of the Scheme is therefore not measured against any benchmark
on and after 1 April 2017.
11.

Investors of the hedged Classes of the Scheme should note that the performance figures ofthe benchmark as reflected in the table above are in the respective Class Currency of therespective hedged Classes.
Prior to 1 April 2024, the benchmark against which the Scheme’s performance is measured isthe 3-month SIBOR. With effect from 1 April 2024, the benchmark against which the Scheme’s
performance is measured is the 3-month SORA. The reason for the change is that the 3month SIBOR will be discontinued after 31 December 2024 and will transition to the 3-month
SORA.

12.

Prior to 1 October 2011, there was no benchmark used to measure the performance of the
Scheme, as the portfolio of the Scheme was managed on a total returns basis. With effectfrom 1 October 2011, the Scheme’s performance is measured against the HSBC Asian Local
Bond Index. This is to reflect the increased importance and potential of the Asian local
currency bonds post the 1997 Asian Financial Crisis and the Scheme’s increased investmentsin these Asian local currency bonds. With effect from 20 April 2016, the Scheme’s
performance is measured against the Markit iBoxx Asian Local Bond Index (ALBI) as thecalculation and publication of the HSBC Asian Local Bond Index ceased with effect from 20
April 2016 and the Managers had identified the Markit iBoxx ALBI Index as an appropriate
replacement benchmark.
The Markit iBoxx ALBI Index is a product of S&P Dow Jones Indices LLC or its affiliates(“SPDJI”) and has been licensed for use by Nikko Asset Management Asia Limited. S&P®,
S&P®, S&P 500®, US 500, The 500, iBoxx®, iTraxx® and CDX® are trademarks of S&P
Global, Inc. or its affiliates (“S&P”); Dow Jones® is a registered trademark of Dow Jones
Trademark Holdings LLC (“Dow Jones”); and these trademarks have been licensed for use
by SPDJI and sublicensed for certain purposes by Nikko Asset Management Asia Limited. It
is not possible to invest directly in an index. Nikko AM Asia Investment Funds - Nikko AM
Shenton Asia Bond Fund are not sponsored, endorsed, sold or promoted by SPDJI, Dow
Jones, S&P, any of their respective affiliates or their third party licensors (if any) (collectively,“S&P Dow Jones Indices”). S&P Dow Jones Indices makes no representation or warranty,
express or implied, to the owners of the Nikko AM Asia Investment Funds - Nikko AM Shenton
Asia Bond Fund or any member of the public regarding the advisability of investing insecurities generally or in Nikko AM Asia Investment Funds - Nikko AM Shenton Asia Bond
Fund particularly or the ability of the Markit iBoxx ALBI Index to track general market
performance. Past performance of an index is not an indication or guarantee of future results.
S&P Dow Jones Indices’ only relationship to Nikko Asset Management Asia Limited withrespect to the Markit iBoxx ALBI Index is the licensing of the Index and certain trademarks,
service marks and/or trade names of S&P Dow Jones Indices and/or its licensors. The Markit
iBoxx ALBI Index is determined, composed and calculated by S&P Dow Jones Indices without
regard to Nikko Asset Management Asia Limited or the Nikko AM Asia Investment Funds -83

Nikko AM Shenton Asia Bond Fund. S&P Dow Jones Indices has no obligation to take theneeds of Nikko Asset Management Asia Limited or the owners of Nikko AM Asia Investment
Funds - Nikko AM Shenton Asia Bond Fund into consideration in determining, composing or
calculating the Markit iBoxx ALBI Index. S&P Dow Jones Indices has no obligation or liability
in connection with the administration, marketing or trading of Nikko AM Asia Investment Funds- Nikko AM Shenton Asia Bond Fund. There is no assurance that investment products basedon the Markit iBoxx ALBI Index will accurately track index performance or provide positive
investment returns. S&P Dow Jones Indices LLC is not an investment adviser, commodity
trading advisory, commodity pool operator, broker dealer, fiduciary, “promoter” (as defined in
the Investment Company Act of 1940, as amended), “expert” as enumerated within 15 U.S.C.
§ 77k(a) or tax advisor. Inclusion of a security, commodity, crypto currency or other asset
within an index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold suchsecurity, commodity, crypto currency or other asset, nor is it considered to be investment
advice or commodity trading advice.
S&P DOW JONES INDICES DOES NOT GUARANTEE THE ADEQUACY, ACCURACY,TIMELINESS AND/OR THE COMPLETENESS OF THE MARKIT IBOXX ALBI INDEX OR
ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT
LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONICCOMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES INDICES SHALLNOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS,OR DELAYS THEREIN. S&P DOW JONES INDICES MAKES NO EXPRESS OR IMPLIEDWARRANTIES,AND
EXPRESSLYDISCLAIMSALL
WARRANTIES,OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO
RESULTS TO BE OBTAINED BY NIKKO ASSET MANAGEMENT ASIA LIMITED, OWNERS
OF THE NIKKO AM ASIA INVESTMENT FUNDS - NIKKO AM SHENTON ASIA BOND FUND,
OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE MARKIT IBOXX ALBIINDEX OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITINGANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONESINDICES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR
CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS,
TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISEDOF THE POSSIBLITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICTLIABILITY, OR OTHERWISE. S&P DOW JONES INDICES HAS NOT REVIEWED,PREPARED AND/OR CERTIFIED ANY PORTION OF, NOR DOES S&P DOW JONESINDICES HAVE ANY CONTROL OVER, THE LICENSEE PRODUCT REGISTRATIONSTATEMENT, PROSPECTUS OR OTHER OFFERING MATERIALS. THERE ARE NO
THIRD-PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS
BETWEEN S&P DOW JONES INDICES AND NIKKO ASSET MANAGEMENT ASIA
LIMITED, OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES.
13.

You should note that the investment objective of the Scheme was changed with effectfrom 2 January 2013 and that the performance returns for the past 10 years and since
inception include a period prior to the change of investment objective of the Scheme.

14.

Prior to 2 January 2013, the benchmark of the Scheme was the 12-month Singapore Dollar
fixed deposit rate. However, with effect from 2 January 2013, there is no benchmark against
which the Scheme’s performance is measured as the Scheme is managed on an absolute84return basis pursuant to the new investment objective of the Scheme that also took effect on
2 January 2013.
15.

Prior to 1 May 2017, the performance returns of the benchmark of the Nikko AM Shenton Thrift
Fund are calculated using the price index methodology. With effect from 1 May 2017, theperformance returns of the benchmark are calculated using the net total return index
methodology. The net total return index methodology incorporates into its returns calculation
the reinvestment of a constituent company’s dividend distributions net of tax credits or
charges.
The Nikko AM Shenton Thrift Fund (the “Securities”) are not in any way sponsored, endorsed,
sold or promoted by FTSE International Limited ("FTSE"), the London Stock Exchange Group
companies, SPH Data Services Pte Ltd or Singapore Press Holdings Ltd (together, "SPH”) or
Singapore Exchange Securities Trading Limited (“SGX”) (collectively hereinafter referred toas the "Index Sponsor"). The Index Sponsor makes no warranty or representation
whatsoever, either expressly or impliedly, either as to the results to be obtained from theStraits Times Index (the "Index") and / or the figure at which the Index stands at any particulartime on any particular day or otherwise. The Index Sponsor further does not warrant nor
represent nor guarantee to any broker or holder of any Securities sold or marketed by Nikko
Asset Management Asia Limited or any member of the public as to the accuracy orcompleteness of the Index and its computation or any information related thereto. No warranty
or representation or guarantee of any kind whatsoever relating to the Index or the Securities
is given by the Index Sponsor. The Securities are not issued, endorsed, sold or promoted by
the Index Sponsor and the Index Sponsor bears no liability in connection with theadministration, marketing or trading of the Securities.
The Index is calculated by FTSE. The Index Sponsor accepts no liability (whether innegligence or otherwise) towards any person for any error in the Index and shall not be under
any obligation to advise any person of any error therein. The compilation or composition of
the Index or the constituent stocks and factors may be altered or changed by the Index
Sponsor without notice.
The Index Sponsor is entitled to all relevant intellectual property rights in the Index.
Certain constituents, such as but not limited to DBS Group Holdings, have consistently been
dominant within the Index, occasionally exceeding 20% of the total index composition. This
dominance may or is currently expected to persist as the Index, the reference benchmark for
the Nikko AM Shenton Thrift Fund, reflects the current Singapore equity market, and such
constituents are typically dominant constituent securities of indices which track the
performance of Singapore-listed equity securities. For the avoidance of doubt, the maximum
exposure of the Nikko AM Shenton Thrift Fund to each constituent of the Index remains at
20%+2%.

16.

Neither MSCI nor any other party involved in or related to compiling, computing or creating
the MSCI data makes any express or implied warranties or representations with respect tosuch data (or the results to be obtained by the use thereof), and all such parties hereby
expressly disclaim all warranties of originality, accuracy, completeness, merchantability or
fitness for a particular purpose with respect to any of such data. Without limiting any of the85foregoing, in no event shall MSCI, any of its affiliates or any third party involved in or related
to compiling, computing or creating the data have any liability for any direct, indirect, special,punitive, consequential or any other damages (including lost profits) even if notified of thepossibility of such damages. No further distribution or dissemination of the MSCI data ispermitted without MSCI's express written consent.
As at 31 January 2024, the Unlaunched Classes have each not been incepted yet. Accordingly, a
track record of at least one year is not available for any of these Classes as at 31 January 2024.
You should note that the past performance of the Schemes and their Classes is not necessarily
indicative of their future performance.

86

17.

EXPENSE RATIOS AND TURNOVER RATIOS

17.1

The expense ratios* and turnover ratios** of the Classes of each Scheme, are set out in thetable below.
Name of Scheme

Class

Expense Ratio

SGD Class

1.94%

Turnover Ratio

Financial
Year-End

Equity Schemes
Equity Global
Nikko AM Asia
Investment Funds Nikko AM Shenton
Global Property
Securities FundUSD Class

1.94%

RMB Class#

-

SGD
B#

Class

-

USD
B#

Class

-

SGD Class S

0.32%

SGD Class1.57%

36.32%

30 June
2023

7.99%

31
December
2022

Equity Regional
Nikko AM Shenton
Asia Pacific Fund

Nikko AM Asia
Investment Funds Nikko AM Shenton
Asia Dividend
Equity Fund
Nikko AM Shenton
Emerging
Enterprise
Discovery FundUSD Class#-

RMB Class#-

SGD Class

2.26%

USD Class#-

RMB Class-

SGD Class

1.88%

USD Class#-

RMB Class#-#53.20%

52.23%

30 June2023

31
December2022

87Equity Single Country
Nikko AM Shenton
Japan Fund

1.13%

SGD Class-

SGD
HedgedClass#-USD Class#-

USD Hedged
Class#-

32.39%

31
December
2022

RMB Class#

Nikko AM Shenton
Thrift Fund

0.84%

SGD Class#-

RMB Class-

SGD ClassB#-

USD Class#47.58%

31
December2022

Fixed Income Schemes
Bond Global
Nikko AM Global
Green Bond Fund

Nikko AM Shenton
Short Term Bond
Funds - Nikko AM
Shenton ShortTerm Bond Fund(S$)

SGD Class

2.19%

USD Class#-

RMB Class#-

SGD Class

0.41%

SGD
B#

Class

3.88%

31
December
2022-

AUD Hedged
Class

0.63%

USD Class#-

USD Hedged
Class

0.41%

USD Hedged
Class B#-RMB Class#-

SGD Class A

1.44%

35.97%

30 June2023

277.52%30 June2023

Bond Regional
Nikko AM Asia
Investment Funds Nikko AM Shenton
Asia Bond FundSGD Class B

1.23%

USD Class A

1.44%

USD Class B

1.23%

RMB Class#-88

Nikko AM Shenton
Income FundSGD Class

1.23%

USD Class

1.23%

RMB Class#-165.27%31
December
2022* The expense ratios are calculated in accordance with the Investment Management
Association of Singapore’s guidelines on the disclosure of expense ratios and are based on
figures in the relevant Scheme’s latest audited accounts for the financial year-end stated in
the table above. The following expenses (where applicable) are excluded from the calculationof the expense ratios:(a)interest expense;(b)brokerage and other transaction costs associated with the purchase and sales ofinvestments (such as registrar charges and remittance fees);(c)foreign exchange gains and losses of the Scheme, whether realised or unrealised;(d)front end loads, back-end loads and other costs arising on the purchase or sale of aforeign unit trust or mutual fund;(e)tax deducted at source or arising on income received including withholding tax; and(f)dividends and other distributions paid to Holders.

** The turnover ratios are calculated based on the lesser of purchases or sales of underlying
investments of the relevant Scheme expressed as a percentage of daily average NAV of therelevant Scheme for the financial year stated in the table above.
The expense ratios of these Classes are not available as at the date of registration of thisProspectus as each of these Classes have not been incepted as at the financial year-end of
the relevant Scheme.

#

17.2

The turnover ratios of the Underlying Funds (calculated based on the lesser of purchases orsales of underlying investments of the relevant Underlying Fund expressed as a percentage
of daily average NAV of the Underlying Fund) are set out in the table below.
Name of Underlying Fund

Turnover Ratio

Financial Year-End

NGUF – Nikko AM Asia ex-Japan Fund62.83%

31 December 2023

NGUF – Nikko AM Global Green Bond Fund59.20%

31 December 2023

Nikko AM Asia Investment Funds - Nikko AM
Shenton Asia Bond Fund

277.52%30 June 2023

18.

SOFT DOLLAR COMMISSIONS/ARRANGEMENTS

18.1

In their management of the respective Schemes and Underlying Funds, the Managers
currently do not receive or enter into any soft dollar commissions or arrangements.

89

18.2

The Sub-Managers of the Nikko AM Shenton Japan Fund do not receive or intend to receive
soft dollar commissions, or enter into soft dollar arrangements, in respect of the Nikko AM
Shenton Japan Fund.

18.3

NAM Luxembourg currently does not receive any soft-dollar commission from, or enter into
any soft dollar arrangements with, stockbrokers who execute trades on behalf of the NGUF Nikko AM Asia ex-Japan Fund and the NGUF – Nikko AM Global Green Bond Fund.

19.

CONFLICTS OF INTEREST

19.1

The Managers are part of a financial group, and the Managers and their affiliates provide thefull suite of financial services to clients, and act simultaneously for a number and range ofclients with various interests, requirements and positions.

19.2

Other than the Schemes comprised in this Prospectus, the Managers are also the managersof other collective investment schemes including but not limited to:(a)Nikko AM Shenton Horizon Investment Funds(b)

Nikko AM Asia Umbrella Funds (formerly known as the “Nikko AM Shenton Eight
Portfolios”)(c)

ABF Singapore Bond Index Fund(d)

Nikko AM Singapore STI ETF(e)Nikko AM Japan Dividend Equity Fund(f)

Nikko AM Asia High Yield Bond Fund(g)

MSIG Asian Bond Fund(h)

Nikko AM Global Multi Asset Conservative Fund(i)

Nikko AM Asia Healthcare Fund(j)

Nikko AM China Onshore Fund Series(k)Nikko AM All China Equity Fund(l)

Nikko AM ASEAN Equity Fund(m)

NikkoAM-StraitsTrading Asia ex Japan REIT ETF(n)Nikko AM Asia Limited Investment Fund Series(o)Nikko AM SGD Investment Grade Corporate Bond ETF(p)NikkoAM-ICBCSG China Bond ETF(q)Nikko AM Dynamic Bond Fund(r)

Nikko AM Asia Fund Series(s)

Nikko AM Asia Limited VCC

90

19.3

The Managers may from time to time have to deal with competing or conflicting interests
arising from such other funds managed by the Managers. For example, the Managers may
make a purchase or sale decision on behalf of some or all of the other funds managed by theManagers without making the same decision on behalf of all or any of the Schemes, as adecision whether or not to make the same investment or sale for any Scheme depends on
factors such as the cash availability and portfolio balance of that Scheme. However, theManagers will use their reasonable endeavours at all times to act fairly and in the interests of
the relevant Scheme. In particular, after taking into account the availability of cash and therelevant investment guidelines of the other funds managed by the Managers and the relevant
Scheme, the Managers will endeavour to ensure that securities bought and sold will beallocated proportionately as far as possible among the other funds managed by the Managers
and the relevant Scheme. The Managers may also transact on each Scheme’s behalf with
their affiliates. The Managers intend to deal with any conflicts of interests in a mannerconsistent with any applicable guidelines which may be issued from time to time by theInvestment Management Association of Singapore.
The Managers are of the view that they are not in a position of conflict in managing their otherfunds as these funds and the Schemes have different investment universes and investment
restrictions. To the extent that there are overlapping investment objectives, the Managers will,
as far as practicable, endeavour to have the same securities holdings for such overlapping
areas with such securities allocated on a pro-rata basis among the relevant funds. The
Managers will conduct all transactions with or for the Schemes at arm’s length. Subject to therelevant investment guidelines of the Schemes, the Schemes may also invest in other funds
managed by the Managers and/or its affiliates.
In respect of voting rights where the Managers may face a conflict between its own interestand that of the Holders of the relevant Scheme, the Managers shall cause such voting rights
to be exercised in consultation with the Trustee.

19.4

The Managers or their affiliates (together the “Parties”) are or may be involved in otherfinancial, 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 a Scheme.
Notwithstanding paragraph 19.3 above, the Parties will be free, in their absolute discretion, tomake recommendations 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 Scheme, and to do so priorto, at the same time as, or after effecting such transactions. The Parties shall not be obliged
to purchase, retain or sell for the Scheme any security which the Parties may purchase, retainor sell on behalf of themselves or for others, or which the Parties may recommend to others
to purchase, retain or sell. Furthermore, the Parties shall be free to purchase, sell, deal in orcompete for the same financial instruments as the Scheme or to take positions opposite to thepositions of the Scheme, on behalf of themselves or for others, or to recommend others totake positions opposite to the position of the Scheme. Each of the Parties will ensure that theperformance of their respective duties will not be impaired by any such involvement. If a
conflict of interest does arise, the Parties will endeavour to ensure that it is resolved fairly andin the interest of the Holders.

91

19.5

Associates of the Trustee (the “Trustee’s Associates”) may be engaged to provide financial,banking and brokerage services to the Schemes. Such services where provided, will be on anarm's length basis and the Trustee’s Associates shall not be liable to account to any person
for any profits or benefits made or derived by them in connection with any such services. If
there is a conflict of interest, the Trustee will endeavour to resolve such conflict quickly and in
the interest of the Holders in an equitable manner.

19.6

The Managers or the Trustee may acquire, own, hold, dispose or otherwise deal with Units asthough they were not a party to the relevant Deed. If any conflict of interest arises as a resultof such dealing, the Managers and the Trustee, following consultation with the other, will
resolve such conflict in a just and equitable manner as they shall deem fit. Such dealings,
where entered into will be on an arm’s length basis.

19.7

The Trustee is presently also offering registrar services to the Schemes while the Custodian(which is a party related to the Trustee) is presently also providing fund administration, transfer
agency and valuation services to the Schemes. These services are provided on an arm’s
length basis and the fees for these services are permitted to be paid out of the relevant
Deposited Property of the relevant Scheme under the provisions of the relevant Deed. Each
Deed also provides that the Trustee and the Managers shall conduct all transactions with orfor the relevant Scheme on an arm’s length basis. The Managers may also transact on therelevant Scheme’s behalf with its affiliates.

19.8

The Sub-Managers of the Nikko AM Shenton Japan Fund may also have to deal withcompeting or conflicting interests in respect of the relevant Scheme with other collective
investment schemes or discretionary funds they manage. The Sub-Managers of the Nikko AM
Shenton Japan Fund will use reasonable endeavours at all times to act fairly and in theinterests of Nikko AM Shenton Japan Fund as required under the legal regulations applicableto them.

19.9

The Sub-Managers of the Nikko AM Shenton Japan Fund are the ultimate parent company of
the Managers. The Managers are a wholly owned subsidiary of Nikko Asset Management
International Limited (“Nikko AM International”) and the Sub-Managers of the Nikko AM
Shenton Japan Fund are the sole shareholder of Nikko AM International.

19.10

The Investment Adviser and its affiliates for the Nikko AM Asia Investment Funds – Nikko AM
Shenton Global Property Securities Fund will not deal with the Scheme as beneficial owneron the sale or purchase of investments to or from the Scheme or otherwise deal with the
Scheme as principal except in accordance with normal market practice, provided that:a)

The Investment Adviser and its affiliates may buy, hold and deal in any investments
upon their individual account notwithstanding that similar investments may be held by
the Scheme;b)

The Investment Adviser and its affiliates may become owners of Units of the Scheme
and may hold, dispose of or otherwise deal with the same as they think fit; andc)Nothing herein contained shall prevent the Investment Adviser or any of its affiliatesfrom contracting or entering into any financial or other transaction with any beneficiaryof the Scheme or any company or any body of whose investments are held by or for92

the account of the Scheme or from being interested in any such contract ortransaction.
19.11

The duties of the Investment Adviser and its affiliates for the Nikko AM Asia Investment Funds- Nikko AM Shenton Global Property Securities Fund shall not preclude the Investment Adviser
and its affiliates from providing services of a like nature to any other person, firm or corporation,(provided the Investment Adviser and its affiliates takes all reasonable steps to maintain theconfidentiality of its dealings on behalf of the Scheme and the Investment Adviser's (and its
affiliates’) provision of such services to any third party are not prejudicial to the Scheme) andthe Investment Adviser and its affiliates shall not be liable to account for any profit earned fromany such transaction.

19.12

The Investment Adviser and its affiliates for the Nikko AM Asia Investment Funds – Nikko AM
Shenton Global Property Securities Fund may also have to deal with competing or conflicting
interests in respect of the Scheme with other collective investment schemes.
The Investment Adviser and its affiliates for the Nikko AM Asia Investment Funds – Nikko AM
Shenton Global Property Securities Fund will use reasonable endeavours at all times to act
fairly and in the interests of the Scheme as required under the legal regulations applicable to
them.

20.

REPORTS

20.1

Financial Year-End
Scheme•Financial Year-End

Nikko AM Shenton Short Term Bond Funds- Nikko AM Shenton Short Term Bond Fund(S$)•

Nikko AM Asia Investment Funds- Nikko AM Shenton Global Property
Securities Fund

30 June- Nikko AM Shenton Asia Dividend Equity
Fund- Nikko AM Shenton Asia Bond Fund•

Nikko AM Shenton Asia Pacific Fund•

Nikko AM Shenton
Discovery Fund•

Nikko AM Shenton Japan Fund•

Nikko AM Shenton Thrift Fund•

Nikko AM Global Green Bond Fund•

Nikko AM Shenton Income Fund

Emerging

Enterprise
31 December

93

20.2

Reports

20.2.1 Holders may obtain electronic copies of the annual accounts of each Scheme, reports of theauditors on the annual accounts of the Scheme and the annual reports of the Scheme for the
relevant financial year (collectively, the “Reports”) from the Managers’ website atwww.nikkoam.com.sg. The Reports will be made available on the Managers’ website within
three (3) months of the financial year-end of the relevant Scheme and will remain on theManagers’ website for at least 12 months from the date of posting on the Managers’ website.
Printed copies of the Reports are not sent to Holders. However, Holders who would like toreceive printed copies of the Reports may submit the relevant request to the Managers or the
relevant distributor.
20.2.2 Holders may obtain electronic copies of the semi-annual report and semi-annual accounts ofeach Scheme (collectively, the “Semi-Annual Reports”) from the Managers’ website atwww.nikkoam.com.sg. The Semi-Annual Reports will be made available on the Managers’
website within two (2) months of the end of the period covered by the relevant report andaccounts and will remain on the Managers’ website for at least 12 months from the date of
posting on the Managers’ website. 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 of the relevant Scheme(s) may submit the relevant request to the Managers or the
relevant distributor.
21.

QUERIES AND COMPLAINTS
You should contact the distributor from whom you purchased your Units if you have any
queries regarding your investment in the relevant Scheme(s). You may also contact theManagers at 1800 535 8025 or visit the Managers’ website at (www.nikkoam.com.sg).

22.

OTHER MATERIAL INFORMATION

22.1

You should read the relevant Deed for further details relating to each Scheme. Each Deed isa legal document which sets out the rights, responsibilities and obligations of the Managers,
Trustee and Holders for that Scheme. The provisions of the Deed are binding on each Holderof the relevant Scheme as if he is a party to that Deed.

22.2

You may inspect a copy of the relevant Deed at the Managers’ business address at 12 Marina
View, #18-02, Asia Square Tower 2, Singapore 018961. If you have any doubt regarding thecontents of this Prospectus, you should contact the Managers at 1800 535 8025 or consult
your solicitor, financial adviser or other professional adviser.

22.3

Each Deed includes (among others) provisions relating to the following matters:
The rights of Holders. These include the right to remove the Trustee, the Managers and the
Auditors, to terminate the Scheme, to conduct meetings of Holders and to transfer Units heldby them.
Meetings of Holders. Such meetings can be convened and conducted in accordance withthe provisions contained in the Deed.

94

Transfer of Units. A Holder may transfer Units in the manner stated in the Deed but Units
purchased with CPF or SRS monies are not transferable except where the Holder’s CPF
Investment Account, CPF ordinary account, CPF special account or SRS account (as the casemay be) has been closed.
Valuation policy. The Managers’ method of valuing Investments and Units are described in
the Deed and in paragraphs 22.4, 22.5, 22.10 and 22.13 below.
Distribution policy. The Managers have the absolute discretion to determine whether a
distribution is to be made to Holders and if they decide that a distribution is to be made, it will
be made in accordance with the provisions of the Deed. Specific distribution policies relating
to a Scheme, if any, are stated in paragraph 22.8 below. You should note that any distributions
made in respect of a Scheme will reduce the NAV of the Scheme.
Termination of the Scheme. The Schemes may be terminated by the Trustee or theManagers in the circumstances stipulated in the relevant Deed and in paragraph 22.11 below.
Investment Restrictions. Investments by the Schemes are subject to the investment andborrowing restrictions stated in the relevant Deed, including the investment restrictions for
authorised collective investment schemes issued by the Authority under the Code and theCPF Investment Guidelines issued by the CPF Board (where a particular Scheme is a CPFIS
Included Scheme). The Nikko AM Shenton Short Term Bond Funds - Nikko AM Shenton ShortTerm Bond Fund (S$) shall additionally comply with the MAS Notice SFA 04-N12: Notice on
the Sale of Investment Products, the MAS Notice FAA-N16: Notice on Recommendations on
Investment Products and the Securities and Futures (Capital Markets Products) Regulations
2018 for the purpose of classifying Units of the Scheme as Excluded Investment Products andprescribed capital markets products.
22.4

Valuation policy and performance measurement standards of the Managers
Valuations shall be done on every Dealing Day. There will not be a suspension of valuation
by reason of an exchange holiday. In such cases, the last available security prices shallcontinue to be applied for valuation purposes.
Notwithstanding the foregoing, the Managers’ pricing committee will subject to the provisionsof the Code and the conditions set out in paragraph 15 of this Prospectus retain the discretion
to suspend valuation if deemed necessary. The Managers’ pricing committee is responsible
for considering and arriving at a consensus decision to address any pricing disputes orvaluation methodology that requires ad hoc decision due to market situation. Subject to theprovisions of the Code, the Managers may request for approval to suspend the valuation anddealing of any Scheme if the fair value of a material portion of the Scheme’s assets cannot be
determined.
The Managers collate and maintain portfolio and series data in the performance systems on
a periodic basis and generate performance results to meet reporting requirements. Timeweighted rate of return (TWRR) methodology is adopted for portfolio returns calculation.

95

22.5

Hard-to-value or illiquid assets
If the most recent available price for a security invested into by any Scheme exceeds one
month for reasons of non-availability of prices from regular market sources and/or
counterparties, an appropriate liquidity reserve shall be applied on the last available price inaccordance with the Managers’ pricing and valuation policy. The adjusted price shall beapproved by the Managers’ pricing committee prior to application.

22.6

Liquidity risk management
The Managers have established liquidity risk management policies which enable theManagers to identify, monitor, and manage the liquidity risks of each Scheme. Such policies,
combined with the liquidity management tools available, seek to achieve fair treatment of theHolders of each Scheme, and safeguard the interests of remaining Holders in the relevant
Scheme against the redemption behaviour of other investors in that Scheme and mitigate
against systemic risk.
The Managers’ liquidity risk management policies take into account the liquidity terms, asset
class, liquidity tools and regulatory requirements of each Scheme.
The liquidity risk management tools available to manage liquidity risk include the following:(a)subject to the provisions of the Deed of the relevant Scheme, the Trustee may or shall(as the case may be) at any time at the request of the Managers, make and vary or
concur with the Managers in making and/or varying (as the case may be)arrangements for the borrowing for the account of the relevant Scheme in accordancewith the Deed of the relevant Scheme;(b)subject to the provisions of the Code, the Managers may, in accordance with the Deedof the relevant Scheme, suspend the realisation of Units of the relevant Scheme or
any Class within the relevant Scheme. During any such suspension period for the
relevant Scheme or Class (as the case may be), Holders of the relevant Scheme orClass (as the case may be) may not be able to realise their Units or (where applicable)
payment for any Units of the relevant Scheme or the relevant Class (as the case maybe) realised before the commencement of any such suspension but for which payment
has not been made before the commencement of the suspension may, if theManagers and the Trustee so agree, be deferred until immediately after the end ofsuch suspension; and(c)the Managers may, with the approval of the Trustee (where applicable) and inaccordance with the Deed of the relevant Scheme, limit the total number of Units of
the relevant Scheme or any Class within the relevant Scheme (as applicable) which
Holders may realise on any Dealing Day of the relevant Scheme to 7.5% of the total
number of Units in the relevant Scheme or Class then in issue for the Nikko AM
Shenton Japan Fund and Nikko AM Shenton Income Fund and 10% of the total
number of Units in the relevant Scheme or Class (as the case may be) then in issue
for all other Schemes, such limitation to be applied proportionately to all Holders of
the relevant Scheme or Class (as the case may be) who have validly requested
realisations in relation to their Units of the relevant Scheme or Class (as the case maybe) on such Dealing Day. In such circumstances, the realisation of your Units may be

96

delayed or the amount of the realisation proceeds that Holders will receive for theirUnits (upon application of Swing Pricing as described in paragraph 22.13 of thisProspectus) may be affected.
22.7

Use of ratings issued by credit rating agencies
In their management of the relevant Fixed Income Schemes, the Managers may rely on ratings
issued by credit rating agencies. The Managers have established a set of internal credit
assessment standards and have put in place a credit assessment process to ensure that theinvestments of the relevant Fixed Income Schemes are in line with these standards.
Information on the Managers’ credit assessment process will be made available to you uponrequest.

22.7A Securities Lending and Repurchase Transactions
Each Scheme currently does not intend to carry out securities lending or repurchasetransactions but may in the future do so, in accordance with the applicable provisions of theCode and the CPF Investment Guidelines and additionally, in respect of the Nikko AM Shenton
Short Term Bond Funds – Nikko AM Shenton Short Term Bond Fund (S$), the applicableprovisions of the Securities and Futures (Capital Markets Products) Regulations 2018.
22.8

Distributions
In respect of Schemes which make distributions, investors should seek professional
advice from their tax consultants to determine the possible tax consequences of aninvestment in the relevant Scheme. Specifically, any distributions may be reduced if
any tax, duty or levy fee or any other cost is payable by the Scheme as a result of any
action taken by the relevant taxing authority or court of competent jurisdiction. No
representation or warranty is made, or should be implied, by the Managers or the
Trustee as to the availability of taxation deductions or any other taxation implications
in relation to the Scheme or in respect of the receipt by the Holders of the distributions.
The distribution policies of the relevant Schemes are described below.

22.8.1 Nikko AM Asia Investment Funds - Nikko AM Shenton Global Property Securities Fund
The Managers may at their sole discretion, make monthly distributions of between 5% to 7% perannum of the NAV per Unit of the relevant Class to the Holders of the relevant Class provided
that there is distributable income and/or capital gains for that period. Sources of income for
distribution include dividend and/or interest income and/or capital gains derived from theinvestments of the Scheme. If income and/or net capital gains derived from the investments of
the Scheme are insufficient to fund a distribution for the Scheme or any Class, the Managers
may in their discretion, after consulting the Auditors and with the approval of the Trustee,
determine that such distributions should be paid from the capital of the Scheme or the relevant
Class.
The Managers currently do not intend to make any distributions to Holders of the SGD Class S
but may in the future do so, as determined by the Managers at their sole discretion.

97

Distribution Reinvestment Mandate
A Holder may at the time of an initial application for Units make a request in writing (referred toin this sub-paragraph as a “Distribution Reinvestment Mandate”) to elect for the automatic
reinvestment of all but not part of the net amount of distributions to be received by him in thepurchase of further Units of the same Class of Units held by him (including fractions of Units, ifany). A Distribution Reinvestment Mandate once made shall apply to all of the Units in therelevant Class then held by the same Holder at any particular time and such Distribution
Reinvestment Mandate may only be withdrawn by the Holder giving the Managers not less than
30 days’ notice in writing prior to the date of any particular distribution.
22.8.2 Nikko AM Asia Investment Funds - Nikko AM Shenton Asia Dividend Equity Fund
Currently, the Managers intend to make monthly distributions of between 4% to 8% per annumof the NAV per Unit of the Scheme to Holders. Any such distribution will be made inaccordance with the relevant provisions of the Deed. You should note that the intention of theManagers to make monthly distributions is not guaranteed and that the Managers may review
the distribution policy in the future depending on prevailing market conditions.
The Managers will decide whether a distribution is to be made based on various factors,
including dividend and/or interest income and/or capital gains derived from the underlying
investments of the Scheme. If income and net capital gains are insufficient to fund a
distribution for the Scheme or any Class, the Managers may in their discretion, after consulting
the Auditors and with the approval of the Trustee, determine that such distributions should be
paid from the capital of the Scheme or the relevant Class.
You should note that the Managers may also fund distribution payments for the Scheme or
any Class by realising sufficient units in the Underlying Fund to raise the total amount required
for the distribution payments. The Managers will manage the realisation of units in the
Underlying Fund together with any dividends received from the Underlying Fund so that the
distribution payments to the Holders are, to the extent possible, sourced from the dividends
received and any capital gains realised for account of the Scheme or Class. Any deficit will besourced from the relevant Deposited Property (by realising sufficient units in the UnderlyingFund). The Managers also intend to inform the Holders of the proportion of the distribution
which has been made out of the capital of the Scheme or Class in their communication with
the Holders in respect of each distribution payment.
Distribution Reinvestment Mandate
A Holder may at the time of an initial application for Units make a request in writing (referred
to in this sub-paragraph as a “Distribution Reinvestment Mandate”) to elect for the
automatic reinvestment of all but not part of the net amount of distributions to be received byhim in the purchase of further Units of the same Class of Units held by him (including fractionsof Units, if any). A Distribution Reinvestment Mandate once made shall apply to all of the Unitsin the relevant Class then held by the same Holder at any particular time and such Distribution
Reinvestment Mandate may only be withdrawn by the Holder giving the Managers not lessthan 30 days’ notice in writing prior to the date of any particular distribution.

9822.8.3 Nikko AM Global Green Bond Fund
The Managers have the absolute discretion to determine whether any distributions should bemade to Holders of Units in the Scheme or any Class. Should the Managers decide to proceedwith a distribution exercise, the quantum that is available for distribution will be calculated inaccordance with the provisions of the Deed.
You should note that the Managers may fund distribution payments for the Scheme or any
Class by realising sufficient shares in the Underlying Fund (i.e. NGUF - Nikko AM Global
Green Bond Fund) to raise the total amount required for the distribution payments. The
Managers will manage the realisation of shares in the Underlying Fund together with any
dividends received from the Underlying Fund so that the distribution payments to the Holders
are, to the extent possible, sourced from the dividends received and any capital gains realised
for account of the Scheme or Class. Any deficit will be sourced from the Deposited Property(by realising sufficient shares in the Underlying Fund). The Managers also intend to inform theHolders of the proportion of the distribution which has been made out of the capital of the
Scheme or Class in their communication with the Holders in respect of each distribution
payment.
Distribution Reinvestment Mandate
A Holder may at any time by a request in writing to the Managers in a form and manner
determined by the Managers (referred to in this sub-paragraph as a “Distribution
Reinvestment Mandate”) elect for the automatic reinvestment of all but not part of the net
amount of distributions to be received by him in the purchase of further Units of the same
Class held by him (including fractions of Units, if any) subject to the discretion of Managers to
pay out such distributions in cash in any particular case. A Distribution Reinvestment Mandate
once made, may only be withdrawn by the Holder giving the Managers not less than 30 days’
previous notice in writing. If a Holder has withdrawn the Distribution Reinvestment Mandate,the distribution to be made by such Holder shall be the relevant amount in cash available for
distribution in respect of such Holder’s holding of Units.
22.8.4 Nikko AM Asia Investment Funds - Nikko AM Shenton Asia Bond Fund
The Managers, at their sole discretion, may make semi-annual distributions to Holders provided
that there is distributable income and/or capital gains for that period. Any such distribution will
be made in accordance with the relevant provisions of the Deed. The Managers will decide
whether a distribution is to be made based on various factors, including dividend and/or interest
income and/or capital gains derived from the underlying investments of the Scheme. In the eventthat income and net capital gains are insufficient to fund a distribution for the Scheme or any
Class, the Managers may in their discretion, after consulting the Auditors and with the approvalof the Trustee, determine that such distributions should be paid from the capital of the Schemeor the relevant Class. Investors should note that the intention of the Managers to make semiannual distributions is not guaranteed and that the Managers may review the distribution policy
in future depending on prevailing market conditions.

99

Distribution Reinvestment Mandate
A Holder may at the time of an initial application for Units make a request in writing (referred
to in this sub-paragraph as a “Distribution Reinvestment Mandate”) to elect for the
automatic reinvestment of all but not part of the net amount of distributions to be received byhim in the purchase of further Units of the same Class of Units held by him (including fractionsof Units, if any). A Distribution Reinvestment Mandate once made shall apply to all of the Unitsin the relevant Class then held by the same Holder at any particular time and such Distribution
Reinvestment Mandate may only be withdrawn by the Holder giving the Managers not lessthan 30 days’ notice in writing prior to the date of any particular distribution.
22.8.5 Nikko AM Shenton Income Fund
The Managers have the absolute discretion to determine whether any distributions should bemade to Holders of Units in the Scheme or any Class. Should the Managers decide to proceedwith a distribution exercise, the quantum that is available for distribution will be calculated inaccordance with the provisions of the Deed.
Currently, the Managers intend to declare monthly distributions of between 4% to 6% perannum of the NAV per Unit of the Scheme. However, you should note that these distributions
are not guaranteed and that the Managers have the discretion to review the Scheme’s
distribution policy in the future. The Managers will decide whether a distribution is to be madebased on various factors, including dividend and/or interest income and/or capital gains
derived from the underlying investments of the Scheme. If income and net capital gains are
insufficient to fund a distribution for the Scheme, the Managers may in their discretion, withthe prior approval of the Trustee and after consulting the Auditors, determine that such
distributions should be paid from the capital of the Scheme or the relevant Class.
Distribution Reinvestment Mandate
A Holder may at the time of an initial application for Units make a request in writing (referred
to in this sub-paragraph as a “Distribution Reinvestment Mandate”) to elect for the
automatic reinvestment of all but not part of the net amount of distributions to be received byhim in the purchase of further Units of the same Class of Units held by him (including fractionsof Units, if any). A Distribution Reinvestment Mandate once made shall apply to all of the Unitsin the relevant Class then held by the same Holder at any particular time and such Distribution
Reinvestment Mandate may only be withdrawn by the Holder giving the Managers not lessthan 30 days’ notice in writing prior to the date of any particular distribution.
22.9

Exemptions and Indemnities
You should take note of the exemptions and indemnities in favour of the Managers and/or the
Trustee as stated in the relevant Deed and in particular, those provided at the following
Clauses of the relevant Deed:100

Nikko AM Shenton Asia Pacific Fund
Clauses 27.4 to 27.6, 28.4, 28.6, 28.7 to 28.8, 28.10 to 28.12, 30.1 to 30.6 and 31.1 to 31.3 ofthe Deed.
Nikko AM Shenton Emerging Enterprise Discovery Fund
Clauses 25.4, 25.5, 25.6, 25.8, 26.4 to 26.5, 26.7 to 26.9, 26.11, 28.1 to 28.6 and 29.1 to 29.3of the Deed.
Nikko AM Shenton Japan Fund
Clauses 27(A) to 27(D), 27(G), 29(B), 29(C), 29(D), 29(E), 29(F), 29(G), 29(J), 29(K), 30(B),
30(C) and 30(P) of the Deed.
Nikko AM Shenton Thrift Fund
Clauses 23.4 to 23.6, 24.4, 24.6, 24.7, 24.8, 24.10, 24.11, 26.1 to 26.6 and 27.1 to 27.3 of the
Deed.
Nikko AM Global Green Bond Fund
Clauses 25.4 to 25.6, 25.8, 26.5 to 26.9, 26.11, 28.1 to 28.6 and 29.1 to 29.3 of the Deed.
Nikko AM Shenton Income Fund
Clauses 27(A) to 27(D), 27(G), 29(B), 29(C), 29(D), 29(E), 29(F), 29(G), 29(J), 29(K), 30(B),
30(C) and 30(F) of the Deed.
Nikko AM Shenton Short Term Bond Funds - Nikko AM Shenton Short Term Bond Fund(S$)
Clauses 27.4, 27.5, 28.6, 28.8, 28.12, 30.1, 30.2, 30.3, 30.4, 30.5 and 30.6 of the Deed.
All Sub-Funds of Nikko AM Asia Investment Funds
Clauses 27.4, 28.5, 28.6, 30.1 to 30.5 and 31.2 of the Deed.
22.10

Valuation
The valuation provisions for each Scheme are set out below.

22.10.1 Nikko AM Shenton Asia Pacific Fund
Save as otherwise expressly provided in the Deed and subject always to the provisions of theCode, for the purpose of determining the value of the Deposited Property or any part thereofor any Investment comprised or to be comprised therein:(a)the value shall be determined as at the Valuation Point in respect of each relevant
Dealing Day;(b)

the value of any Quoted Investment (as defined in the Deed) shall be calculated, as
the case may be, by reference to the price appearing to the Managers to be the official
closing price or the last known transacted price or if there is no such official closing
price or last known transacted price and if bid and offer quotations are made or if theManagers consider it more appropriate, the mean of the last offer or bid price quoted

101

by any approved broker for that Investment, or other appropriate closing prices
determined by the Managers in consultation with the Trustee in relation to that
Investment;(c)the Value of any Unquoted Investment (as defined in the Deed) shall be calculated,as the case may be, by reference to the initial value thereof being the amount
expended in the acquisition thereof, or the price of the relevant Investment as quoted
by a person, firm or institution making a market in that Investment, if any (and if there
shall be more than one such market maker, then such market maker as the Managers
may designate);(d)cash, deposits and similar property shall be valued at their face value (together with
accrued interest) unless in the opinion of the Managers with the approval of theTrustee, any adjustment should be made by an approved valuer;(e)units in any unit trust or shares or participations in open-ended mutual funds shall bevalued at the latest available NAV per unit or share or participation as valued by theissuer thereof or any approved valuer or the latest available realisation price; and(f)any other property forming part of the Authorised Investments shall be valued by anapproved valuer at such time or times as the Managers and the Trustee shall fromtime to time agree and where applicable.

Provided That if the quotations referred to in sub-paragraphs (b) to (f) above, in the opinion of
the Managers do not represent a fair value of the Investment, then the value of such
Investment shall be any reasonable value as the Managers may determine with due care, ingood faith and with the consent of the Trustee and in determining such reasonable value, theManagers may rely on quotation for the Investment on any Recognised Market (as defined in
the Deed) or in an over-the-counter or telephone market or any certified valuation by amarket-maker or stockbroker of any Recognised Market.
The method of calculation of the Value of any Investment may be changed to the extent
permitted by the Authority and with the Trustee’s prior approval and in the event of any change
in the said method of calculation, notice of such change shall be given to the Holders by theManagers if so required by the Trustee.
Subject to the provisions of the Code, the Managers shall not incur any liability by reason of
the fact that a price reasonably believed by them to be the last sale price or other appropriate
closing price may be found not to be such.
In calculating the value of the Deposited Property or any part thereof or any Investment
comprised or to be comprised therein:(a)subject to Clause 9.5 of the Deed, every Unit agreed to be issued by the Managers
before the relevant Valuation Point shall be deemed to be in issue and the Deposited
Property shall be deemed to include not only property in the possession of the Trustee
but also the value of any cash or other property to be received by the Trustee inrespect of Units so agreed to be issued after deducting therefrom or providing thereout
the Initial Sales Charge and the amount of any adjustment and (in the case of Units102

issued against the transfer of Authorised Investments) any amounts payable pursuant
to Clause 9.4 of the Deed;(b)where Investments have been agreed to be sold or purchased but such sale orpurchase has not been completed, such Investments shall be excluded or included
and the net sale or gross purchase consideration included or excluded (as the casemay require) as if such sale or purchase had been duly completed;(c)where in consequence of any notice or request in writing given pursuant to Clause 16
or 17 of the Deed a reduction of the Scheme by the cancellation of Units is to beeffected but such reduction has not been completed those Units shall be deemed not
to be in issue and any amount payable in cash and the value of any Investments tobe transferred out of the Deposited Property pursuant to such reduction shall be
deducted from the value of the Deposited Property;(d)there shall be deducted any amounts not provided for above which are payable out of
the Deposited Property including the aggregate amount for the time being outstandingof any borrowings effected pursuant to Clause 21.1 of the Deed together with theamount of any interest and expenses thereon accrued pursuant to Clause 21.6 of theDeed remaining unpaid and the amount of any Management Fee (which shall be
deducted in accordance with Clause 8.5 of the Deed if the Management Fee differs
between the Classes) accrued pursuant to Clause 35 of the Deed or any fees payable
to the Trustee accrued pursuant to Clause 36 of the Deed, in each case remaining
unpaid;(e)there shall be deducted such amount as the Managers estimate will become payableor reclaimed in respect of taxation related to Income up to the Valuation Point;(f)where the current price of an Investment is quoted “ex” dividend (including stock
dividend) or interest or other rights to which the Scheme is entitled to but such
dividend, interest or property or cash to which such rights relate has not been received
and is not taken into account under any other provision of this paragraph the amountof such dividend or interest shall be included;(g)subject to Clause 21.3 of the Deed, any value (whether of an Investment or cash)
otherwise than in SGD and any amounts to be deducted otherwise than in SGD shallbe converted into SGD at the rate (whether official or otherwise) which the Managers,
after consulting the Trustee or in accordance with a method approved by the Trustee,deems appropriate in all the circumstances having regard, inter alia, to any premiumor discount where may be relevant and to the costs of exchange;(h)the amount in respect of tax, if any, on net capital gains attributable to the Trust
realised during a current Accounting Period (as defined in the Deed) prior to thevaluation being made as in the estimate of the Managers will become payable; and(i)there shall be added the amount of any tax, on capital gains attributable to the Trustestimated to be recoverable but not received.

If on any Dealing Day, in the opinion of the Managers, the value of the Deposited Property asat that Dealing Day is not materially different from the value of the Deposited Property as at103the last Valuation Point prior to that Dealing Day, the value of the Deposited Property as atthat Dealing Day may, at the absolute discretion of the Managers, be determined on the basisof the value of the Deposited Property as at that Valuation Point.
22.10.2 Nikko AM Shenton Emerging Enterprise Discovery Fund
Save as otherwise expressly provided in the Deed and subject always to the provisions of theCode, for the purpose of determining the Value of the Deposited Property or any part thereofor any investment comprised or to be comprised therein by the Managers:(a)the Value of any Unquoted Investment (as defined in the Deed) shall be the initialvalue thereof ascertained as hereinafter provided or the value thereof as assessedon the latest revaluation thereof made in accordance with the following provisions:(i)the initial value of an Unquoted Investment shall be the amount expended outof the Deposited Property in the acquisition thereof (including in each case,the amount of the Duties and Charges (as defined in the Deed) and otherexpenses incurred in connection with the acquisition thereof and the vesting
thereof in the Trustee for the purposes of the Scheme); or the price of therelevant investment as quoted by a person, firm or institution making a market
in that investment, if any (and if there shall be more than one such market
maker then such market maker as the Managers may designate); and(ii)

the Managers may at any time with the approval of the Trustee and shall atsuch times or at such intervals as the Trustee may request in writing, causea revaluation to be made of any Unquoted Investment by an approved valuer
approved by the Trustee as qualified to value such Unquoted Investment;(b)

the Value of any Quoted Investment (as defined in the Deed) shall be calculated, as
the case may be, by reference to the price appearing to the Managers to be the official
closing price or last known transacted price or, if there is no such official closing priceor last known transacted price and if bid and offer quotations are made or if theManagers consider it more appropriate, the mean of the last offer or bid price quoted
by any approved broker for that Quoted Investment, or other appropriate closing
prices determined by the Managers in consultation with the Trustee in relation to that
Quoted Investment;(c)any price notified to the Managers by an approved broker as representing the lasttransacted price of any investment at the close of business on the day in question
shall be conclusive.

(d)cash, deposits and similar assets shall be valued at their face value (together with
accrued interest) unless, in the opinion of the Managers (after consultation with theTrustee), any adjustment should be made by an approved valuer to reflect the value
thereof;(e)a unit or share in a unit trust or mutual fund or collective investment scheme shall bevalued at the latest published or available NAV per unit or share, or if no NAV per unitor share is published or available, then at their latest available realisation price; and

104

(f)

an investment other than as described above, shall be valued by an approved valuer
at such time as the Managers with the prior approval of the Trustee shall from time totime determine.

Provided That if the quotations referred to in (a), (b) or (e) above are not available, or if thevalue of the Authorised Investment (as defined in the Deed) determined in the manner
described in (a), (b), (c), (d), (e) or (f) above, in the opinion of the Managers, do not represent
a fair value of such Authorised Investment, then the value shall be such value as the Managers
may consider with due care and in good faith to be fair in the circumstances with the consent
of the Trustee. For the purposes of this proviso, the “fair value” shall be determined by theManagers in consultation with a stockbroker or an approved valuer and with the approval of
the Trustee.
The method of calculation of the value of any investment may be changed to the extent
permitted by the Authority and with the Trustee's prior approval and in the event of any change
in the said method of calculation, notice of such change shall be given by the Managers to theHolders if required by the Trustee.
The Managers shall not, subject to the provisions of the Code, incur any liability by reason of
the fact that a price reasonably believed by them to be the most recent offer or bid price orother appropriate fair value may be found not to be such Provided That such liability shall nothave arisen out of the negligence or wilful acts or omissions of the Managers.
In calculating the NAV of the Deposited Property or any part thereof or any investment
comprised or to be comprised therein:(a)subject to Clause 9.5 of the Deed, every Unit agreed to be issued by the Managers
shall be deemed to be in issue and the Deposited Property shall be deemed to include
not only cash and property in the possession of the Trustee but also the value of any
cash or other property to be received by the Trustee in respect of Units issued and(subject as aforesaid) agreed to be issued after deducting therefrom (in the case of
Units agreed to be issued for cash) the Initial Sales Charge and the amount of any
adjustment pursuant to Clause 11.2(c) of the Deed or providing thereout (in the caseof Units issued against the transfer of Authorised Investments) any amounts payablepursuant to Clause 9.4 of the Deed Provided That the Deposited Property shall notinclude the issue price of Units to be issued on the date as at which the valuation is
made;

(b)

where investments have been agreed to be sold or purchased but such sale orpurchase has not been completed, such investments shall be excluded or included(as the case may require) and the net sale proceeds or gross purchase consideration
included or excluded (as the case may require) as if such sale or purchase had been
duly completed;(c)where in consequence of any notice or request in writing given pursuant to Clauses
14 or 15 of the Deed a reduction of the Scheme by the cancellation or realisation ofUnits is to be effected but such reduction or realisation has not been completed, those
Units shall be deemed not to be in issue and any amount payable in cash and theValue of any investments to be transferred out of the Deposited Property pursuant to105such reduction or realisation shall be deducted from the NAV of the Deposited
Property;(d)there shall be deducted any amounts not provided for above but which are payable
out of the Deposited Property pursuant to the provisions of the Deed, including without
limitation, the aggregate amount for the time being outstanding of any borrowings
effected pursuant to Clause 19.1 of the Deed together with the amount of any interest
and expenses thereon accrued pursuant to Clause 19.6 of the Deed remaining
unpaid, the amount of any Management Fee (which shall be deducted in accordancewith Clause 8.4 of the Deed if the Management Fee differs between the Classes)
accrued pursuant to Clause 34 of the Deed and any fees payable to the Trustee
accrued pursuant to Clause 35 of the Deed in each case remaining unpaid;(e)there shall be taken into account such amount as the Managers estimate will become
payable or recovered in respect of taxation down to the relevant date;(f)where the current price of an investment is quoted “ex” any dividend (including stock
dividend), interest or other rights to which the Scheme is entitled but such dividend,interest or property or cash to which such rights relates has not been received and is
not otherwise taken into account, the amount of such dividend, interest, property or
cash shall be included;(f)an amount, equal to the expenses incurred by the Managers and the Trustee inestablishing the Scheme and/or any Class and referred to in Clause 5.3(t) of the Deedless the amount thereof which has previously been or is then to be written off, shallbe included; and(h)subject to Clause 19.3 of the Deed, any Value (whether of an investment or cash)
otherwise than in SGD and any amounts to be deducted or included otherwise thanin SGD shall be translated into SGD at the rate (whether official or otherwise) which
the Managers, after consulting the Trustee or in accordance with a method approvedby the Trustee, deem appropriate in all the circumstances having regard, inter alia, toany premium or discount which may be relevant and to the costs of exchange.

22.10.3 Nikko AM Shenton Japan Fund
“Value” except where otherwise expressly stated and subject always to the provisions of theCode means:(a)with reference to any Quoted Investment (as defined in the Deed), the Value
calculated, as the case may be, by reference to the price appearing to the Managers
to be the official closing price or last known transacted price as at the Valuation Point
in respect of the relevant Dealing Day or if there is no such official closing price or last
known transacted price and if bid and offer quotations are made or if the Managers
consider it more appropriate, the mean of the last offer or bid price quoted by any
approved broker for that Investment, or other appropriate closing prices determinedby the Managers in consultation with the Trustee in relation to that Investment;(b)with reference to any Unquoted Investment (as defined in the Deed), the initial value
thereof ascertained as hereinafter provided or the value thereof as assessed on the106latest revaluation thereof made in accordance with the provisions hereinafter
contained. For this purpose the initial value of an Unquoted Investment shall be theamount expended out of the Deposited Property in the acquisition thereof (including
in each case the amount of the stamp duties, commissions and other expenses
incurred in the acquisition thereof and the vesting thereof in the Trustee for the
purposes of the Scheme) or the price of the relevant investment as quoted by aperson, firm or institution making a market in that Unquoted Investment, if any (and if
there shall be more than one such market maker then such market maker as theManagers may designate). The Managers may at any time with the approval of theTrustee and shall at such time or at such intervals as the Trustee may request causea revaluation to be made of any Unquoted Investment by a Stockbroker (as definedin the Deed), approved valuer or other professional person approved by the Trustee
as qualified to value such Unquoted Investment;(c)cash, deposits and similar property shall be valued at their face value (together with
accrued interest) unless in the opinion of the Managers with the approval of theTrustee, any adjustment should be made by an approved valuer;(d)units in any unit trust or shares or participations in open-ended mutual funds shall bevalued at the latest available NAV per unit or share or participation as valued by theissuer thereof or an approved valuer or the latest available realisation price; and(e)an Investment other than as described above, shall be valued in such manner and atsuch time as the Managers after consultation with the Trustee shall from time to time
determine.

The method of calculation of the Value of any Investment may be changed to the extent
permitted by the Authority and with the Trustee’s prior approval and in the event of any change
in the said method of calculation, notice of such change may be given to the Holders by theManagers if required by the Trustee.
PROVIDED THAT, if the quotations referred to in (a), (b), or (d) above are not available, or if
the value of the investment determined in the manner described in (a), (b) or (d) above, in theopinion of the Managers, is not representative of the value of such investment, then the value
shall be such value as the Managers may with due care and in good faith consider in thecircumstances to be fair value. For the purposes of this proviso, the "fair value" shall be
determined by the Managers in consultation with the Trustee.
In calculating the Value of the Deposited Property or any portion thereof:(i)every Unit agreed to be issued by the Managers shall be deemed to be in issue andthe Deposited Property shall be deemed to include not only property in the hands of
the Trustee but also the value of any cash or other property to be received in respectof Units agreed to be issued after deducting therefrom or providing thereout the Initial
Sales Charge and (in the case of Units issued against the vesting of Authorised
Investments) any monies payable out of the Deposited Property pursuant to the termsof sub-clause (A) of Clause 13 of the Deed;(ii)

where in consequence of any notice or request in writing given pursuant to Clause 14
or Clause 15 of the Deed a reduction of the Scheme by the cancellation of Units is to107be effected but such reduction has not been completed the Units in question shall bedeemed not to be in issue and any amount payable in cash and the value of any
Authorised Investments to be transferred out of the Deposited Property in pursuanceof such reduction shall be deducted;(iii)

where Authorised Investments have been agreed to be purchased or otherwise
acquired or sold but such purchase, acquisition or sale has not been completed, such
Authorised Investments shall be included or excluded and the gross acquisition or net
sale consideration excluded or included as the case may require as if such acquisitionor sale had been duly completed;(iv)

there shall be deducted any amount of Management Fee accrued but remaining
unpaid;(v)

there shall be taken into account such sum as in the estimate of the Managers will fall
to be paid or reclaimed in respect of taxation down to the relevant date;(vi)

there shall be deducted the aggregate amount for the time being outstanding of any
borrowing effected under Clause 19(D) of the Deed and the amount of any interest
and expenses accrued pursuant to paragraph (v) of Clause 19(D) of the Deed but notdischarged;(vii)

any value (whether of a liability or an Authorised Investment or cash) otherwise thanin Japanese Yen and any non-Japanese Yen borrowing shall be converted into
Japanese Yen at the rate (whether official or otherwise) which the Managers after
consulting with the Trustee, or in accordance with a method approved by the Trustee,
shall deem appropriate in the circumstances having regard to any premium or discountwhich may be relevant and to costs of exchange;(viii)

where the current price of a Quoted Investment is quoted “ex” dividend (including
stock dividend) or interest but such dividend or interest has not been received theamount of such dividend or interest shall be taken into account;(ix)

if and whenever the quoted price of a Quoted Investment for which no sale price isavailable is a single price the dealing commission (if any) payable shall be taken into
account to arrive at the lowest market dealing offered price or the highest market
dealing bid price as the case may be.

22.10.4 Nikko AM Shenton Thrift Fund(a)

Save as otherwise expressly provided in the Deed and subject always to theprovisions of the Code, for the purpose of determining the value of the Deposited
Property or any part thereof or any Investment comprised or to be comprised therein
the value shall be determined as at each Valuation Point and shall be calculated, as
the case may be, by reference to the price appearing to the Managers to be the official
closing price or the last known transacted price or if there is no such official closing
price or last known transacted price and if bid and offer quotations are made or if theManagers consider it more appropriate, the mean of the last offer or bid price quoted
by any approved broker for that Investment, or other appropriate closing prices
determined by the Managers in consultation with the Trustee in relation to that108

Investment. Provided That if the quotations referred to above are not available or ifsuch quotations, in the opinion of the Managers, do not represent a fair value of theInvestment then the value of such Investment shall be any reasonable value as may
be determined by the Managers with due care, in good faith and with the consent of
the Trustee and, in determining such reasonable value, the Managers may rely on
quotations for the Investment on another Recognised Stock Exchange (as defined in
the Deed) or in an over-the-counter or telephone market or any certified valuation bya member of any Recognised Stock Exchange or by an approved valuer. No change
to the method of calculating the value of any Investment shall be made without theprior approval of the Trustee, who shall determine whether Holders should be
informed of the change;(b)cash, deposits and similar property shall be valued at their face value (together with
accrued interest) unless in the opinion of the Managers with the approval of theTrustee, any adjustment should be made by an approved valuer;(c)units in any unit trust or shares or participations in open ended mutual funds shall bevalued at the latest available NAV per unit or share or participation as valued by theissuer thereof or an approved valuer or the latest available realisation price;(d)an Investment not listed, quoted or dealt on any Recognised Stock Exchange, shallbe calculated by reference to the initial value thereof being the amount expended in
the acquisition thereof (including in each case the amount of the stamp duties,
commissions and other expenses in the acquisition thereof and the vesting thereof in
the Managers) or the price of the relevant Investment as quoted by a person, firm or
institution making a market in that Investment, if any (and if there shall be more than
one such market maker then such market maker as the Managers may designate);
and

(e)

an Investment other than as described above, shall be valued in such manner and atsuch time as the Managers after consultation with the Trustee shall from time to time
determine.

PROVIDED THAT, if the quotations referred to in (a), (b), or (d) above are not available, or if
the value of the Investment determined in the manner described in (a), (b) or (d) above, in theopinion of the Managers, is not representative of the value of such Investment, then the value
shall be such value as the Managers may with due care and in good faith consider in thecircumstances to be fair value. For the purposes of this proviso, the "fair value" shall be
determined by the Managers in consultation with the Trustee.
Subject to the provisions of the Code, the Managers shall not incur any liability by reason of
the fact that a price reasonably believed by them to be the last sale price or other appropriate
closing price may be found not to be such.
In calculating the value of the Deposited Property or any part thereof or any Investment
comprised or to be comprised therein:(a)subject to Clause 9.5 of the Deed, every Unit agreed to be issued by the Managers
before the relevant Valuation Point shall be deemed to be in issue and the Deposited
Property shall be deemed to include not only property in the possession of the Trustee

109but also the value of any cash or other property to be received by the Trustee inrespect of Units so agreed to be issued after deducting therefrom or providing thereout
the Initial Sales Charge and the amount of any adjustment and (in the case of Units
issued against the transfer of Authorised Investments) any amounts payable pursuant
to Clause 9.4 of the Deed;(b)where Investments have been agreed to be sold or purchased but such sale orpurchase has not been completed, such Investments shall be excluded or included
and the net sale or gross purchase consideration included or excluded (as the casemay require) as if such sale or purchase had been duly completed;(c)where in consequence of any notice or request in writing given pursuant to Clause 12
or 13 of the Deed a reduction of the Scheme by the cancellation of Units is to beeffected but such reduction has not been completed those Units shall be deemed not
to be in issue and any amount payable in cash and the value of any Investments tobe transferred out of the Deposited Property pursuant to such reduction shall be or
deducted from the value of the Deposited Property;(d)there shall be deducted any amounts not provided for above which are payable out of
the Deposited Property including the aggregate amount for the time being outstandingof any borrowings effected pursuant to Clause 17.1 of the Deed together with theamount of any interest and expenses thereon accrued pursuant to Clause 17.6 of theDeed remaining unpaid and the amount of any Management Fee (which shall be
deducted in accordance with Clause 8.5 of the Deed if the Management Fee differs
between the Classes) accrued pursuant to Clause 31 of the Deed or any fees payable
to the Trustee accrued pursuant to Clause 32 of the Deed, in each case remaining
unpaid;(e)there shall be deducted such amount as the Managers estimate will become payableor reclaimed in respect of taxation related to Income up to the Valuation Point;(f)where the current price of an Investment is quoted “ex” dividend or interest but such
dividend or interest has not been received and is not taken into account under any
other provision of this Clause the amount of such dividend or interest shall be
included; and(g)subject to Clause 17.3 of the Deed, any value (whether of an Investment or cash)
otherwise than in dollars and any amounts to be deducted otherwise than in SGD
shall be converted into SGD at the rate (whether official or otherwise) which theManagers, after consulting the Trustee or in accordance with a method approved by
the Trustee, deem appropriate In all the circumstances having regard, inter alia, toany premium or discount which may be relevant and to the costs of exchange.

If on any Dealing Day, in the opinion of the Managers, the value of the Deposited Property asat that Dealing Day is not materially different from the value of the Deposited Property as at
the last Valuation Point prior to that Dealing Day, the value of the Deposited Property as atthat Dealing Day may, with the prior consent of the Trustee, be determined by the Managers
on the basis of the value of the Deposited Property as at that Valuation Point.

11022.10.5 Nikko AM Global Green Bond Fund
(1)

(2)

The NAV per Unit of the Scheme or any Class shall be expressed in the base currency of the
Scheme or the relevant Class Currency respectively and shall be determined by the Managers
at the Valuation Point on each Dealing Day by dividing:(a)the NAV of the Deposited Property or the proportion of the Deposited Property
attributable to the relevant Class meaning the Value of all of the securities and allother assets comprised in the Deposited Property or the proportion of the Deposited
Property attributable to the relevant Class determined by the Managers on a basis
which is, subject to the provisions of sub-paragraph (2) below and Clause 8.2A of theDeed, fair and reasonable and in accordance with any valuation guidelines as may
be agreed in writing with the Trustee, less all debts, obligations and liabilities of the
Scheme or the relevant Class (which debts, obligations and liabilities shall include,
without limitation, any and all debts, obligations, liabilities, limitations, any and all
debts, obligations, liabilities, charges or claims of any and every kind and nature,
fixed, accrued, unmatured or contingent, including without limitation, the estimatedaccrued expenses of management and any reserves or charges for any or all of theforegoing, whether for taxes, expenses, contingencies or otherwise); by(b)

the total number of Units of the Scheme or the relevant Class then outstanding.

Subject always to the provisions of the Code, in calculating the Value of the Deposited
Property or any portions thereof:(a)securities denominated in a currency other than SGD will be converted into SGD using
the latest prevailing exchange rate on the date of conversion;(b)

the value of any Quoted Investment (as defined in the Deed) shall be calculated, as
the case may be, by reference to the price appearing to the Managers to be the official
closing price or the last known transacted price or if there is no such official closing
price or last known transacted price and if bid and offer quotations are made or if theManagers consider it more appropriate, the mean of the last offer or bid price quoted
by any approved broker for that investment (as defined in the Deed), or otherappropriate closing prices determined by the Managers in consultation with theTrustee in relation to that investment (as defined in the Deed);(c)the securities and Unquoted Investments (as defined in the Deed) comprised in the
Deposited Property shall be valued by reference to their most recent bid price, yield
equivalent or the price of the relevant Investment as quoted by a person, firm or
institution making a market in that investment, if any (and if there shall be more than
one such market maker then such market maker as the Managers may designate).
The bid prices of such securities shall be obtainable from reputable dealers that makemarkets in such securities or from a Recognised Market (as defined in the Deed).
Assets for which market quotation is not readily available shall be valued at a fairvalue to be determined by the Managers with due care, in good faith and with theconsent of the Trustee;

111

(d)

in the event of it being impossible or incorrect to carry out valuation in accordancewith this paragraph owing to particular circumstances, such as hidden credit risks, theManagers shall be entitled, with due care and in good faith, to use the bid prices
quoted and certified by any reputable dealer in order to reach a proper valuation of
the Deposited Property;(e)cash, deposits and similar property shall be valued at their face value (together with
accrued interest) unless in the opinion of the Managers with the approval of theTrustee, any adjustment should be made by an approved valuer;(f)units in any unit trust or shares or participation in open-ended mutual funds shall bevalued at the latest available NAV per unit or share or participation as valued by theissuer thereof or an approved valuer or the latest available realisation price; and(g)an investment other than as described above, shall be valued in such manner and atsuch time as the Managers after consultation with the Trustee shall from time to time
determine.

PROVIDED THAT, if the quotations referred to in (b), (c), or (f) above are not available, or if
the value of the investment determined in the manner described in (b), (c) or (f) above, in theopinion of the Managers, is not representative of the value of such investment, then the value
shall be such value as the Managers may with due care and in good faith consider in thecircumstances to be fair value. For the purposes of this proviso, the "fair value" shall be
determined by the Managers in consultation with the Trustee.
The method of calculation of the Value of any Authorised Investment may be changed to theextent permitted by the Authority and with the Trustee’s prior approval and in the event of any
change in the said method of calculation, notice of such change shall be given by theManagers to the Holders if required by the Trustee.
(3)

Subject to the provisions of the Code, the Managers shall not incur any liability by reason of
the fact that a price reasonably believed by them to be the most recent offer or bid price orother appropriate fair value may be found not to be such Provided That such liability shall nothave arisen out of the negligence or wilful acts or omissions of the Managers.

22.10.6 Nikko AM Shenton Income Fund
The NAV per Unit of the Scheme shall be expressed in the base currency of the Scheme andshall be determined by the Managers on each Business Day by dividing:(i)the total NAV of the Deposited Property meaning the value of all of the securities andall other assets comprised in the Deposited Property determined by the Managers on
the Business Day less, to the extent determined by the Managers on a basis which isfair and reasonable, all debts, obligations and liabilities of the Scheme (which debts,
obligations and liabilities shall include, without limitation any and all debts, obligations,liabilities, charges or claims of any and every kind and nature, fixed, accrued,
unmatured or contingent, including without limitation, the estimated accrued expenses
of management and any reserves or charges for any or all of the foregoing, whether
for taxes, expenses, contingencies or otherwise); by(ii)

the total number of Units of the Scheme then outstanding.

112

In calculating the NAV of the Deposited Property or any portions thereof and subject always
to the provisions of the Code:(a)securities denominated in a currency other than SGD will be converted into SGD using
the latest prevailing rate on the date of conversion or any other rate agreed between
the Managers and the Trustee;(b)

the value of any Quoted Investment (as defined in the Deed) shall be calculated, as
the case may be, by reference to the price appearing to the Managers to be the official
closing price or the last known transacted price or if there is no such official closing
price or last known transacted price and if bid and offer quotations are made or if theManagers consider it more appropriate, the mean of the last offer or bid price quoted
by any approved broker for that Quoted Investment, or other appropriate closing
prices determined by the Managers in consultation with the Trustee in relation to that
Quoted Investment;(c)the securities and Unquoted Investments comprised in the Deposited Property shallbe valued by reference to their most recent bid or mid price, yield equivalent or the
price of the relevant Investment as quoted by a person, firm or institution making amarket in that Investment, if any (and if there shall be more than one such market
maker then such market maker as the Managers may designate). The yield prices ofsuch securities shall be obtainable from reputable dealers that make market in suchsecurities or from a Recognised Stock Exchange. Assets for which market quotation
is not readily available shall be valued at a fair value to be determined by theManagers with due care, in good faith and with the consent of the Trustee;(d)in the event of it being impossible or incorrect to carry out a valuation in accordancewith this Clause owing to particular circumstances, such as hidden credit risks, theManagers shall be entitled, with due care and in good faith, to use the bid prices
quoted and certified by any reputable dealer in order to reach a proper calculation of
the NAV of the Deposited Property;(e)cash, deposits and similar property shall be valued at their face value (together with
accrued interest) unless in the opinion of the Managers (after consultation with theTrustee) any adjustment should be made by an approved valuer to reflect the value
thereof; and(f)a unit or sub-unit in a unit trust scheme or participation in a mutual fund or otherinvestment fund shall be valued at the latest published or available NAV per unit orshare, or if no NAV per unit or share is published or available, then at their latest
available realisation price.

Provided That if the quotations referred to in (f) above is not available, or if the value of the
Authorised Investment determined in the manner described in (a), (b), (c), (d) or (e) above, inthe opinion of the Managers, do not represent a fair value of such Authorised Investment, thenthe value shall be such value as the Managers may consider with due care and in good faith
to be fair in the circumstances with the consent of the Trustee. For the purposes of this proviso,
the “fair value” is the price that the Scheme would reasonably expect to receive upon the saleof the relevant Investment and shall be determined by the Managers in consultation with a113

stockbroker or an approved valuer and with the approval of the Trustee. The method of
calculation of the value of any Authorised Investment or the NAV of the Deposited Property
may be changed with the Trustee’s prior approval and in the event of any change in the said
method of calculation, notice of such change shall be given to the Holders by the Managers if
required by the Trustee.
22.10.7 Nikko AM Shenton Short Term Bond Funds - Nikko AM Shenton Short Term Bond Fund(S$)
Save as otherwise expressly provided in the Deed and subject always to the provisions of theCode, for the purpose of determining the Value of the Deposited Property or any part thereofor any Investment comprised or to be comprised therein by the Managers or other agents onbehalf of the Managers:(a)the Value shall be determined as at each Valuation Point in respect of the relevant
Dealing Day;(b)the Value of any Unquoted Investment shall be the initial value thereof ascertained ashereinafter provided or the value thereof as assessed on the latest revaluation thereof
made in accordance with the following provisions:(i)the initial value of such Unquoted Investment shall be the amount expendedout of the Deposited Property in the acquisition thereof (including in each casethe amount of the stamp duties, commissions and other expenses incurred in
the acquisition thereof and the vesting thereof in the Trustee for the purposesof the Trust); and(ii)

the Managers may at any time with the approval of the Trustee and shall atsuch times or at such intervals as the Trustee may request cause arevaluation to be made of any Unquoted Investment (as defined in the Deed)by an approved valuer approved by the Trustee as qualified to value such
Unquoted Investment;(c)the Value of any Quoted Investment (as defined in the Deed) shall be calculated, as
the case may be, by reference to the price appearing to the Managers to be the official
closing price or the last known transacted price or if there is no such official closing
price or last known transacted price and if bid and offer quotations are made or if theManagers consider it more appropriate, the mean of the last offer or bid price quoted
by any approved broker for that Investment, or other appropriate closing prices
determined by the Managers in consultation with the Trustee in relation to that
Investment;(d)cash, deposits and similar property shall be valued at their face value (together with
accrued interest) unless in the opinion of the Managers, any adjustment should bemade by an approved valuer;(e)units in any unit trust or shares or participations in open-ended mutual funds shall bevalued at the latest available NAV per unit or share or participation as valued by theissuer thereof or if bid and offer prices are published, the latest published bid price;
and

114

(f)

any other property forming part of the Authorised Investments shall be valued by anapproved valuer at such time or times as the Managers and the Trustee shall fromtime to time agree.

PROVIDED THAT if the quotations referred to in sub-paragraph (c) and (e) above, in theopinion of the Managers do not represent a fair value of the Investment, then the Value ofsuch Investment shall be any reasonable value as the Managers may determine with due
care, in good faith and with the consent of the Trustee and in determining such reasonablevalue, the Managers may rely on quotations for the Investment on any Recognised Market (asdefined in the Deed) or telephone market or any certified valuation by an approved broker oran approved valuer. The method of calculation of the Value of any Investment may be changed
to the extent permitted by the Authority and with the Trustee’s prior approval and the Managers
shall notify the Holders of such change if required by the Trustee.
The Managers shall not incur any liability by reason of the fact that a price reasonably believedby them to be the last sale price or other appropriate closing price may be found not to besuch PROVIDED THAT such liability shall not have arisen out of the negligence or wilful acts
or omissions of the Managers, and the Trustee shall not assume any liability in accepting theopinion of the Managers in any case.
In calculating the Value of the Deposited Property or any part thereof or any Investment
comprised or to be comprised therein:(a)subject to Clause 9.5 of the Deed, every Unit agreed to be issued by the Managers
before the relevant Valuation Point shall be deemed to be in issue and the Deposited
Property shall be deemed to include not only property in the possession of the Trustee
but also the value of any cash or other property to be received by the Trustee inrespect of Units of the Scheme so agreed to be issued after deducting therefrom orproviding thereout the Initial Sales Charge (or as the case may be, the ConversionFee) and the amount of any adjustments authorised by the Deed and (in the case of
Units issued against the transfer of Authorised Investments) any amounts payablepursuant to Clause 10 of the Deed PROVIDED THAT the Deposited Property shallnot include the issue price of Units to be issued on the date as at which the valuation
is made;(b)

where Investments have been agreed to be sold or purchased but such sale orpurchase has not been completed, such Investments shall be excluded or included
and the net sale or gross purchase consideration included or excluded (as the casemay require) as if such sale or purchase had been duly completed;(c)where in consequence of any notice or request in writing given pursuant to Clauses
15, 15A or 16 of the Deed a reduction of the Trust by the cancellation of Units is to beeffected but such reduction has not been completed those Units shall be deemed not
to be in issue and any amount payable in cash and the Value of any Investments tobe transferred out of the Deposited Property pursuant to such reduction shall be
deducted from the Value of the Deposited Property;

115

(d)

there shall be deducted any amounts not provided for above which are payable out of
the Deposited Property pursuant to Clause 5 of the Deed, including but not limited to,the aggregate amount for the time being outstanding of any borrowings effectedpursuant to Clause 21.1 of the Deed together with the amount of any interest andexpenses thereon accrued pursuant to Clause 21.6 of the Deed remaining unpaid andthe amount of any Management Fee accrued pursuant to Clause 35 of the Deed(which shall be deducted in accordance with Clause 8.3A of the Deed if theManagement Fee differs between the Classes within the Scheme), any fees payable
to the Trustee accrued pursuant to Clause 36, of the Deed the Realisation Charge,
the registrar’s agent’s fees, the securities transactions fee and any other expenses
accrued but remaining unpaid attributable to the Deposited Property;(e)there shall be adjusted such amount as the Managers estimate will become payableor recoverable in respect of taxation related to Income up to the Valuation Point;(f)where the current price of an Investment is quoted “ex” any dividend (including stock
dividend), interest or other rights to which the Trust is entitled but such dividend,interest or property or cash to which such rights relates has not been received and is
not otherwise taken into account, the amount of such dividend, interest, property or
cash shall be included;(g)an amount equal to the expenses incurred by the Managers and the Trustee inestablishing and terminating the Trust and/or the Scheme and referred to in Clause
5.5(r) and 5.5(s) of the Deed less the amount thereof which has previously been or isthen to be written off shall be included;(h)subject to Clause 21.3 of the Deed, any Value (whether of an Investment or cash)
otherwise than in SGD and any amounts to be deducted otherwise than in SGD shallbe translated into SGD, at the rate (whether official or otherwise) which the Managers,
after consulting the Trustee or in accordance with a method approved by the Trustee,deems appropriate in all the circumstances having regard, inter alia, to any premiumor discount which may be relevant and to the costs of exchange;(i)the amount in respect of tax, if any, on net capital gains realised during a current
Accounting Period prior to the valuation being made as in the estimate of theManagers will become payable attributable to the Scheme; and(j)there shall be added the amount of any tax, if any, on capital gains estimated to be
recoverable and not received attributable to the Scheme.

22.10.8 All Sub-Funds of Nikko AM Asia Investment Funds(1)

Save as otherwise expressly provided in the Deed and subject always to the provisions of theCode, for the purpose of determining the Value of the Deposited Property or any part thereofor any Investment comprised or to be comprised therein by the Managers or other agents onbehalf of the Managers:(a)the Value shall be determined as at each Valuation Point;

116

(b)

the Value of any Unquoted Investment (as defined in the Deed) shall be the fair valueof the Unquoted Investment determined with due care and in good faith by anapproved valuer approved by the Trustee as qualified to value such Unquoted
Investment. The Managers shall document the basis for determining the price of theUnquoted Investment. The fair value should be the price that the Scheme would
expect to receive upon the current sale of the Unquoted Investment;(c)the Value of any Quoted Investment (as defined in the Deed) shall be calculated, as
the case may be, by reference to the price appearing to the Managers to be the official
closing price or last known transacted price or if there is no such official closing priceor last known transacted price and if bid and offer quotations are made or if theManagers consider it more appropriate, the mean of the last offer or bid price quoted
by any approved broker for that Investment, or other appropriate closing prices
determined by the Managers in consultation with, and approved by, the Trustee in
relation to that Investment;(d)cash, deposits and similar property shall be valued at their face value (together with
accrued interest) unless in the opinion of the Managers, any adjustment should bemade by an approved valuer;(e)units in any unit trust or shares or participations in open-ended mutual funds shall bevalued at the latest available NAV per unit or share or participation as valued by theissuer thereof or if bid and offer prices are published, the latest published bid price;
and

(f)

any other property forming part of the Authorised Investments (as defined in the Deed)shall be valued by an approved valuer at such time or times as the Managers and theTrustee shall from time to time agree.

PROVIDED THAT if the quotations referred to in sub-paragraphs (c) and (e) above, in theopinion of the Managers do not represent a fair value of the Investment, then the Value ofsuch Investment shall be such fair value as the Managers may determine with due care, ingood faith and with the consent of the Trustee and in determining such fair value, theManagers may rely on quotations for the Investment on any Recognised Market (as definedin the Deed) or telephone market or any certified valuation by an approved broker or an
approved valuer. The method of calculation of the Value of any Investment may be changed
to the extent permitted by the Authority and with the Trustee’s prior approval and the Managers
shall notify the Holders of such change if required by the Trustee. For the purpose of this subparagraph (1), the fair value of an Investment shall be the price that the Trust or Scheme
would reasonably expect to receive on the current sale of the Investment.
(2)

Subject to the provisions of the Code, the Managers shall not incur any liability by reason of
the fact that a price reasonably believed by them to be the last sale price or other appropriate
closing price may be found not to be such PROVIDED THAT such liability shall not have arisenout of the negligence or wilful acts or omissions of the Managers, and the Trustee shall notassume any liability in accepting the opinion of the Managers in any case.

117

(3)

In calculating the NAV of the Deposited Property or any part thereof(a)subject to Clause 9.4 of the Deed, every Unit agreed to be issued by the Managers
before the relevant Valuation Point shall be deemed to be in issue and the Deposited
Property shall be deemed to include not only property in the possession of the Trustee
but also the value of any cash or other property to be received by the Trustee inrespect of Units of the Scheme so agreed to be issued after deducting therefrom orproviding thereout the Initial Sales Charge (or as the case may be, the ConversionFee) and the Anti-Dilution Levy (if any) and the amount of any adjustments authorisedby the Deed and (in the case of Units issued against the transfer of Authorised
Investments) any amounts payable pursuant to Clause 10 of the Deed PROVIDED
THAT the Deposited Property shall not include the issue price of Units to be issued
on the date as at which the valuation is made;(b)where Investments have been agreed to be sold or purchased but such sale orpurchase has not been completed, such Investments shall be excluded or included
and the net sale or gross purchase consideration included or excluded (as the casemay require) as if such sale or purchase had been duly completed;(c)where in consequence of any notice or request in writing given pursuant to Clauses
15 or 16 of the Deed a reduction of the Trust by the cancellation of Units is to beeffected but such reduction has not been completed those Units shall be deemed not
to be in issue and any amount payable in cash and the Value of any Investments tobe transferred out of the Deposited Property pursuant to such reduction shall be
deducted from the Value of the Deposited Property;(d)there shall be deducted any amounts not provided for above which are payable out of
the Deposited Property pursuant to Clause 5 of the Deed, including but not limited to,the aggregate amount for the time being outstanding of any borrowings effectedpursuant to Clause 21.1 of the Deed together with the amount of any interest andexpenses thereon accrued pursuant to Clause 21.6 of the Deed remaining unpaid andthe amount of any Management Fee (which shall be deducted in accordance with
Clause 8.3(k) of the Deed if the Management Fee differs between the Classes within
the same Sub-Fund); accrued pursuant to Clause 35 of the Deed, any fees payable
to the Trustee accrued pursuant to Clause 36 of the Deed, the Realisation Charge,
the registrar’s agent’s fees, the securities transactions fee, the inception fee of theTrustee and any other expenses accrued but remaining unpaid attributable to the
Deposited Property;(e)there shall be adjusted such amount as the Managers estimate will become payableor recoverable in respect of taxation related to Income up to the Valuation Point;(f)where the current price of an Investment is quoted “ex” any dividend (including stock
dividend), interest or other rights to which the Trust is entitled but such dividend,interest or property or cash to which such rights relates has not been received and is
not otherwise taken into account, the amount of such dividend, interest, property or
cash shall be included;118

22.11(g)

an amount equal to the expenses incurred by the Managers and the Trustee inestablishing and terminating the Trust and/or the Scheme and referred to in Clause
5.5(s) of the Deed less the amount thereof which has previously been or is then to be
written off shall be included;(h)any Value (whether of an Investment or cash) otherwise than in the base currency of
the relevant Sub-Fund and any amounts to be deducted otherwise than in the basecurrency of the relevant Sub-Fund shall be translated into the base currency of therelevant Sub-Fund at the rate (whether official or otherwise) which the Managers, after
consulting the Trustee or in accordance with a method approved by the Trustee, deem
appropriate in all the circumstances having regard, inter alia, to any premium or
discount which may be relevant and to the costs of exchange;(i)the amount in respect of tax, if any, on net capital gains realised during a current
Accounting Period prior to the valuation being made as in the estimate of the Managers
will become payable attributable to the Scheme; and(j)there shall be added the amount of any tax, if any, on capital gains estimated to be
recoverable and not received attributable to the Scheme.

Termination

22.11.1 Nikko AM Shenton Emerging Enterprise Discovery Fund, Nikko AM Shenton Japan
Fund, Nikko AM Shenton Thrift Fund, Nikko AM Shenton Income Fund
Each Scheme may be terminated by the Trustee or the Managers in the circumstances
stipulated in the relevant Deed, including where the value of the Deposited Property falls below
S$10 million.
22.11.2 Nikko AM Shenton Short Term Bond Funds - Nikko AM Shenton Short Term Bond Fund(S$)
Each Scheme may be terminated by the Trustee or the Managers in the circumstances
stipulated in the relevant Deed, including where the value of the Deposited Property falls below/ is less than S$5 million.
22.11.3 Nikko AM Shenton Asia Pacific FundThe Scheme may be terminated by the Trustee or the Managers in the circumstances
stipulated in the Deed, including where the value of the Deposited Property falls below S$4
million.
22.11.4 Nikko AM Global Green Bond FundThe Scheme may be terminated by the Trustee or the Managers in the circumstances
stipulated in the Deed, including where the value of the Deposited Property falls below S$10
million.
The Managers may in their discretion from time to time subject to the prior approval from therelevant authorities (if required) and the Trustee and upon giving not less than one month’s(or such other period as may be agreed between the Managers and the Trustee) prior written
notice to the Holders, change the investment policy of the Scheme from investing as a feeder

119fund in the existing Underlying Fund to investing all or substantially all of the Deposited
Property in such other underlying fund or underlying funds as the Managers may determine
having substantially the same investment objective as the Scheme. The Managers may also
in their discretion (with the prior written approval of the Trustee and upon giving not less than
one month’s (or such other period as may be agreed between the between the Managers andthe Trustee) prior written notice to the Holders) change the investment policy of the Schemefrom investing as a feeder fund investing in the existing Underlying Fund to investing directly
in investments so long as the investment objective of the Scheme remains substantially thesame.
22.11.5 All Sub-Funds of Nikko AM Asia Investment Funds
Upon Nikko AM Asia Investment Funds or a Sub-Fund or Class being terminated, and unlessa Holder of Units in Nikko AM Asia Investment Funds or the relevant Sub-Fund or Class (asthe case may be) redeems or converts/exchanges his/her Units in accordance with theprovisions of the Deed prior to the effective date of the termination of the Nikko AM Asia
Investment Funds or the relevant Sub-Fund or Class (or such other date as the Managers andthe Trustee may deem appropriate), such Holder’s Units in the Trust or the relevant Sub-Fundor Class (as the case may be) may at the discretion of the Managers (in consultation with theTrustee) be automatically converted/exchanged to units of such other scheme managed by
the Managers or any other Scheme or any other Class of the same Scheme. The Holders
shall not be liable for any Initial Sales Charge, Conversion Fee, Realisation Charge, AntiDilution Levy (if any) or other fees, charges or expenses (whether incurred by the Managers
or otherwise) pursuant to such automatic conversion/exchange. Please refer to the Deed formore information.
Please also note that each Scheme may be terminated by the Trustee or the Managers inother circumstances stipulated in the Deed including where the Value of the Deposited
Property of the relevant Scheme is less than S$5 million.
22.12

Compulsory Realisation of Units

22.12.1 The Managers have the right (in consultation with the Trustee) to compulsorily realise any
holdings of Units in any Scheme held by:
(a)

(b)

any Holder of the relevant Scheme:(i)whose subscription for or holding of Units in the relevant Scheme, in theopinion of the Managers, is or may be in breach of any applicable law or
regulation in any jurisdiction; or(ii)where such realisation is, in the opinion of the Managers, necessary or
desirable for the compliance by the Managers or the relevant Scheme withany applicable law or regulation in any jurisdiction (including any regulatory
exemption conditions); or

any Holder of the relevant Scheme whose holdings of Units in the relevant Scheme,in the opinion of the Managers:(i)

may cause the relevant Scheme to lose its authorised or registered status
with any regulatory authority in any jurisdiction; or

120

(ii)

(c)

may cause the offer of the Units of the relevant Scheme, the relevant
Scheme, this Prospectus, the Deed of the relevant Scheme, the Managers or
the Trustee to become subject to any authorisation, recognition, approval orregistration requirements under any law or regulation in any other jurisdiction;or

any Holder of the relevant Scheme whose holdings of Units in the relevant Scheme,in the opinion of the Managers:(i)

may cause a detrimental effect on the tax status of the relevant Scheme inany jurisdiction or on the tax status of the Holders of the relevant Scheme; or(ii)

may result in the relevant Scheme or other Holders of the relevant Scheme
suffering any other legal or pecuniary or administrative disadvantage which
the relevant Scheme or the Holders might otherwise not have incurred or
suffered; or(d)any Holder of the relevant Scheme who fails any anti-money laundering, anti-terrorist
financing or know-your-client checks, or where any information and/or documentary
evidence requested by the Managers and/or the Trustee for the purposes of any antimoney laundering, anti-terrorist financing or know-your-client checks cannot be
obtained from such Holder, or such Holder has failed to provide the same, in a timely
manner; or(e)any Holder of the relevant Scheme, where information (including but not limited to
information regarding tax status, identity or residency), self-certifications or
documents as may be requested by the Managers and/or the Trustee pursuant to any
laws, regulations, guidelines, directives or contractual obligations with otherjurisdictions' authorities (including, without limitation, the FATCA (as defined in the
Important Information section of this Prospectus) and/or any Singapore laws,
regulations, guidelines and directives 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 such Holder, or such Holder has failed to provide
the same, in a timely manner; or(f)any Holder of the relevant Scheme who does not consent, or withdraws his consent,
for the Managers or the Trustee to collect, use and/or disclose information or data
relating to such Holder, where such information or data is necessary for, or reasonably
required by, the Managers, the Trustee, their respective related corporations and/or
other service providers to perform their respective services and/or duties to or in
respect of (i) the relevant Scheme and/or (ii) such Holder in relation to his holdings ofUnits in the relevant Scheme.

22.12.2 If the Managers 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 in the relevant Scheme held by a Holder of the relevant
Scheme, the Managers (in consultation with the Trustee) shall be entitled to compulsorily
realise such number of Units in the relevant Scheme held by that Holder as may be necessary
to discharge the liability arising. The Managers and/or the Trustee (as the case may be) shall121be entitled to apply the proceeds of such realisation in payment, reimbursement and/or setoff against the liability.
22.12.3 Any compulsory realisation under paragraphs 22.12.1 or 22.12.2 may be carried out by theManagers on any Dealing Day of the relevant Scheme after giving prior written notice to therelevant Holder, and shall be carried out in accordance with, and at the Realisation Pricedetermined under, the relevant provisions of the Deed of the relevant Scheme.
22.12.4 The Managers, the Trustee and their respective delegates, agents or Associates (as definedin the Deed of the relevant Scheme) shall not be liable for any loss (whether direct orconsequential and including, without limitation, loss of profit or interest) or damage sufferedby any Holder of any Scheme or any party arising out of or caused in whole or in part by any
actions which are taken by the Managers, the Trustee and/or any of their respective delegates,
agents or Associates under paragraphs 22.12.1, 22.12.2 or 22.12.3.

22.13

Swing Pricing
The Schemes are single priced and the NAV of a Scheme may fall as a result of, amongst
others, the transaction costs (such as broker commissions, custody transaction costs, stamp
duties or sales taxes) incurred in the purchase and/or sale of its Authorised Investments (asdefined in the Deed of the relevant Scheme) caused by subscriptions, realisations, switches
and/or exchanges of Units in the Scheme and the spread between the buying and selling
prices of such Authorised Investments. This effect is known as “dilution”.
To protect the interest of Holders, the Managers shall, in consultation with the Trustee, havethe discretion to apply a technique known as “dilution adjustment” or “swing pricing” (“Swing
Pricing”) in certain circumstances which the Managers deem appropriate. Swing Pricing
involves making upwards or downwards adjustments in the calculation of the NAV per Unit of
the relevant Scheme or Class on a particular Dealing Day so that such transaction costs anddealing spreads in respect of the Authorised Investments are, as far as practicable, passed
on to the investors who are subscribing, realising, switching and/or exchanging Units on that
Dealing Day.
Typically, the NAV is adjusted if the net subscription or realisation (including switches and/or
exchanges) on a particular Dealing Day reaches or exceeds a certain percentage (the “Swing
Threshold”) of the size of the relevant Scheme as of such relevant Dealing Day. The NAV
will swing upwards for a net subscription and downwards for a net realisation. In relation to
the application of Swing Pricing to Classes of Units in the relevant Scheme, the NAV of eachClass will be calculated separately but any adjustment will, in percentage terms, affect theNAV of each Class in an equal manner.
The need to apply Swing Pricing will depend upon various factors, including but not limited to(i) the amount of subscriptions and/or realisations (including switches and/or exchanges) of
Units on that Dealing Day, (ii) the impact of any transaction costs incurred in the purchase
and/or sale of Authorised Investments of the relevant Scheme, (iii) the spread between thebuying and selling prices of Authorised Investments of the relevant Scheme and (iv) market
conditions such as situations of financial turmoil provided that, any adjustments made by the122Managers shall be on a fair and equitable basis and with a view to protecting the interests ofHolders.
Please note that applying Swing Pricing when the Swing Threshold is reached or exceeded,
aims to mitigate the effect of dilution but may not eliminate it entirely. Where the net
subscription or realisation is below the Swing Threshold, no Swing Pricing will be applied anddilution will not be reduced.
The swing pricing policy for each Scheme will be subject to regular review and may change
from time to time. Accordingly, you should note that our decision to apply Swing Pricing andthe level of adjustment made to the NAV per unit of each Scheme in particular circumstances
may not result in the same decision in similar circumstances arising in the future.
Holders and potential investors into a Scheme should also take note of the following:(a)the Scheme’s performance will be calculated based on the NAV of the Scheme after
the Swing Pricing adjustment has been applied and therefore the returns of the
Scheme may be influenced by the level of subscription and/or realisation activity;(b)

Swing Pricing could increase the variability of the returns of the Scheme since thereturns are calculated based on the adjusted NAV per Unit; and(c)the fees and charges applicable to the Scheme (including fees based on the NAV of
the Scheme) will be based on the NAV before the Swing Pricing adjustment is applied.

In the usual course of business, to minimise the impact to the variability of the return of therelevant Scheme, the application of Swing Pricing will be triggered mechanically and on aconsistent basis and applied only when the net transaction reaches or exceeds the Swing
Threshold.
The Swing Threshold will be set with the objective of protecting the Holders’ interest while
minimising impact to the variability of the relevant Scheme’s return by ensuring that the NAV
per Unit is not adjusted where the dilution impact on the relevant Scheme is, in the opinion of
the Managers, not significant, and may be varied by the Managers in their discretion.
The amount of adjustment at any future point in time may vary depending on inter alia market
conditions, but will under normal circumstances not exceed 2% of the NAV per Unit of therelevant Scheme or Class on the relevant Dealing Day (the “Maximum Adjustment”). The
Managers reserve the right to apply an adjustment of an amount not exceeding the Maximum
Adjustment on the relevant Dealing Day where they deem appropriate and have the discretion
to vary the amount of adjustment up to the Maximum Adjustment, in consultation with theTrustee, from time to time without giving notice to the relevant Holders.

123Subject to the Deed of the relevant Scheme and the applicable laws and regulations, theManagers may, in exceptional circumstances (including but not limited to volatile market
conditions, market turmoil and illiquidity in the market, extraordinary market circumstances orsignificant unexpected changes in general market conditions) and in consultation with theTrustee temporarily apply an adjustment beyond the Maximum Adjustment on the relevant
Dealing Day if, in their opinion, it is in the best interest of investors to do so. In such cases, if
so required by the Authority and/or the Trustee, the Managers shall give notice to the relevant
investors as soon as practicable in such manner as the Managers and Trustee may agree.
22.14

Taxation
The Nikko AM Shenton Income Fund and Nikko AM Asia Investment Funds – Nikko AM
Shenton Asia Bond Fund were granted approval for the Enhanced-Tier Fund Tax Incentive
Scheme (hereinafter referred to as an “Enhanced-Tier Fund”) pursuant to Section 13U of the
Income Tax Act 1947.
As an Enhanced-Tier Fund, the relevant Scheme 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 defined in the Regulations).
It should be noted that the changes announced during the Singapore Budget 2019 and 2022
on 18 February 2019 and 18 February 2022 respectively, further details of which werereleased in the MAS circulars dated 7 June 2019 and 19 September 2022, have yet to belegislated. The MAS circular dated 19 September 2022 includes the updated “specified
income” and “designated investments” list which apply to income derived by qualifying funds
on or after 19 February 2022.
Distributions made by the Enhanced-Tier Fund out of tax-exempt income should also be
exempt from Singapore income tax in the hands of Holders.
The Managers will endeavour to conduct the affairs of the relevant Scheme in such a way that
it will satisfy the qualifying conditions for the Enhanced-Tier Fund. Notwithstanding theforegoing, there is no assurance that the Managers will, on an on-going basis, be able toensure that the relevant Scheme will always meet all the qualifying conditions for the
Enhanced-Tier Fund. Upon any such disqualification, the relevant Scheme will be exposed toSingapore tax on its income and gains, wholly or partially as the case may be, at the prevailing
corporate tax rate. Should the relevant Scheme fail to comply with any conditions imposed by
the Authority, the Managers will make provision for any income tax payable by the Schemeout of the property of the Scheme. The Scheme can however, enjoy the tax exemption under
the Enhanced-Tier Fund in any subsequent period if it is able to satisfy the specified conditionsin that subsequent period.

124

Appendix 1
List of Deeds(a)

Nikko AM Shenton Asia Pacific Fund

Trust Deed dated 15 March 1990, as amended by a First Supplemental Deed dated 19 September
1990, a Second Supplemental Deed dated 29 November 1991, a Third Supplemental Deed dated 14
August 1992, a Fourth Supplemental Deed dated 25 July 1994, a Fifth Supplemental Deed dated 29
January 1999, a Sixth Supplemental Deed dated 26 January 2000, a Seventh Supplemental Deed
dated 17 January 2001, an Eighth Supplemental Deed dated 16 January 2002, an Amended andRestated Deed dated 24 January 2003, a Second Amended and Restated Deed dated 17 December
2003, a Third Amended and Restated Deed dated 1 July 2004, a Supplemental Deed dated 16
September 2004, a Fourth Amended and Restated Deed dated 17 December 2004, a Fifth Amended
and Restated Deed dated 15 December 2006, a Sixth Amended and Restated Deed dated 14
December 2007, a Seventh Amended and Restated Deed dated 11 December 2009, an Eighth
Amended and Restated Deed dated 26 September 2011, a First Supplemental Deed dated 17 October
2011, a Supplemental Deed of Retirement and Appointment of Trustee dated 21 March 2013, a Ninth
Amended and Restated Deed dated 26 April 2016, a First Supplemental Deed dated 25 April 2017, aSecond Supplemental Deed dated 31 March 2020 and a Third Supplemental Deed dated 22 March
2021.
(b)

Nikko AM Shenton Emerging Enterprise Discovery Fund

Trust Deed dated 20 October 1997, as amended by a 1st Supplemental Deed dated 22 October 1998,
a 2nd Supplemental Deed dated 16 April 1999, a 3rd Supplemental Deed dated 14 April 2000, a 4th
Supplemental Deed dated 12 April 2001, a 5th Supplemental Deed dated 15 April 2002, an Amended
and Restated Deed dated 15 April 2003, a Second Amended and Restated Deed dated 2 January
2004, a Third Amended and Restated Deed dated 15 April 2004, a Fourth Amended and Restated
Deed dated 1 July 2004, a Supplemental Deed dated 1 September 2004, a Fifth Amended andRestated Deed dated 28 December 2004, a Sixth Amended and Restated Deed dated 15 December
2006, a Seventh Amended and Restated Deed dated 14 December 2007, an Eighth Amended andRestated Deed dated 10 December 2010, a Ninth Amended and Restated Deed dated 26 September
2011, a First Supplemental Deed dated 17 October 2011, a Tenth Amended and Restated Deed dated
1 October 2012, a Supplemental Deed of Retirement and Appointment of Trustee dated 21 March
2013, an Eleventh Amended and Restated Deed dated 26 April 2016, a First Supplemental Deed
dated 25 April 2017 and a Second Supplemental Deed dated 22 March 2021.
(c)

Nikko AM Shenton Japan Fund

Trust Deed dated 3 December 1985, as amended by a 1st Supplemental Deed dated 24 August 1987,
a 2nd Supplemental Deed dated 30 November 1989, a 3rd Supplemental Deed dated 29 May 1991, a
4th Supplemental Deed dated 25 July 1994, a 5th Supplemental Deed dated 11 November 1998, a 6th
Supplemental Deed dated 5 May 1999, a 7th Supplemental Deed dated 4 May 2000, a 8th
Supplemental Deed dated 30 May 2001, a 9th Supplemental Deed dated 26 April 2002, an Amended
and Restated Trust Deed dated 29 April 2003, a Second Amended and Restated Deed dated 29 April
2004, a Third Amended and Restated Deed dated 1 July 2004, a Supplemental Deed dated 16
September 2004, a Fourth Amended and Restated Deed dated 28 December 2004, a Fifth Amended
and Restated Deed dated 15 December 2006, a Sixth Amended and Restated Deed dated 14

125

December 2007, a Seventh Amended and Restated Deed dated 26 September 2011, a First
Supplemental Deed dated 17 October 2011, a Second Supplemental Deed dated 28 February 2013,a Supplemental Deed of Retirement and Appointment of Trustee dated 21 March 2013, an Eighth
Amended and Restated Deed dated 7 July 2014, a First Supplemental Deed dated 25 April 2017 anda Second Supplemental Deed dated 22 March 2021.
(d)

Nikko AM Shenton Thrift Fund

Trust Deed dated 12 June 1987, a First Supplemental Deed dated 29 May 1991, a Second
Supplemental Deed dated 7 April 1994, a Third Supplemental Deed dated 28 July 1995, a Fourth
Supplemental Deed dated 11 November 1998, a Fifth Supplemental Deed dated 5 May 1999, a Sixth
Supplemental Deed dated 4 May 2000, a Seventh Supplemental Deed dated 30 May 2001, an Eighth
Supplemental Deed dated 26 April 2002, an Amended and Restated Deed dated 29 April 2003, aSecond Amended and Restated Deed dated 29 April 2004, a Third Amended and Restated Deed
dated 1 July 2004, a Supplemental Deed dated 1 September 2004, a Fourth Amended and Restated
Deed dated 28 December 2004, a Fifth Amended and Restated Deed dated 15 December 2006, a
Sixth Amended and Restated Deed dated 14 December 2007, a Seventh Amended and Restated
Deed dated 26 September 2011, a First Supplemental Deed dated 17 October 2011, a Supplemental
Deed of Retirement and Appointment of Trustee dated 21 March 2013, a Third Supplemental Deed
dated 28 April 2014, an Eighth Amended and Restated Deed dated 26 April 2016, a Fourth
Supplemental Deed dated 6 January 2017, a Fifth Supplemental Deed dated 22 March 2021 and a
Ninth Amended and Restated Deed dated 18 May 2021.
(e)

Nikko AM Global Green Bond Fund

Trust Deed dated 27 December 1996, as amended by a First Supplemental Deed dated 14 September
1998, a Second Supplemental Deed dated 11 March 1999, a Third Supplemental Deed dated 7 March
2000, a Fourth Supplemental Deed dated 7 March 2001, a Fifth Supplemental Deed dated 5 March
2002, a Sixth Supplemental Deed dated 23 December 2002, an Amended and Restated Trust Deed
dated 7 March 2003, a Second Amended and Restated Deed dated 22 December 2003, a Third
Amended and Restated Deed dated 28 February 2004, a Fourth Amended and Restated Deed dated
1 July 2004, a Supplemental Deed dated 16 September 2004, a Fifth Amended and Restated Deed
dated 28 December 2004, a Sixth Amended and Restated Deed dated 15 December 2006, a Seventh
Amended and Restated Deed dated 14 December 2007, an Eighth Amended and Restated Deed
dated 11 December 2009, a Ninth Amended and Restated Deed dated 26 September 2011, a First
Supplemental Deed dated 17 October 2011, a Tenth Amended and Restated Deed dated 2 January
2013, a Supplemental Deed of Retirement and Appointment of Trustee dated 21 March 2013, an
Eleventh Amended and Restated Deed dated 26 April 2016, a First Supplemental Deed dated 25 April
2017 and a Second Supplemental Deed dated 22 March 2021.
(f)

Nikko AM Shenton Income Fund

Trust Deed dated 30 December 1988, as amended by a 1st Supplemental Deed dated 14 November
1990, a 2nd Supplemental Deed dated 29 May 1991, a 3rd Supplemental Deed dated 8 October 1992,
a 4th Supplemental Deed dated 25 July 1994, a 5th Supplemental Deed dated 11 November 1998, a
6th Supplemental Deed dated 5 May 1999, a 7th Supplemental Deed dated 4 May 2000, an 8th
Supplemental Deed dated 30 April 2001, a 9th Supplemental Deed dated 26 April 2002, an Amended
and Restated Trust Deed dated 29 April 2003, a Second Amended and Restated Deed dated 29 April
2004, a Third Amended and Restated Deed dated 1 July 2004, a Supplemental Deed dated 16

126

September 2004, a Fourth Amended and Restated Deed dated 28 December 2004, a Fifth Amended
and Restated Deed dated 15 December 2006, a Sixth Amended and Restated Deed dated 14
December 2007, a Seventh Amended and Restated Deed dated 11 December 2009, an Eighth
Amended and Restated Deed dated 26 September 2011, a First Supplemental Deed dated 17 October
2011, a Second Supplemental Deed dated 2 January 2013, a Third Supplemental Deed dated 28
February 2013, a Supplemental Deed of Retirement and Appointment of Trustee dated 21 March
2013, a Fifth Supplemental Deed dated 18 July 2013, a Sixth Supplemental Deed dated 28 April 2014,a Ninth Amended and Restated Deed dated 26 April 2016, a Seventh Supplemental Deed dated 25
April 2017, a Eighth Supplemental Deed dated 22 March 2021 and a Ninth Supplemental Deed dated
1 April 2024.
(g)

Nikko AM Shenton Short Term Bond Funds

Trust Deed dated 26 June 2000, a 1st Supplemental Deed dated 26 June 2001, a 2nd Supplemental
Deed dated 4 October 2001, an Amended and Restated Deed dated 1 October 2002, a Second
Amended and Restated Deed dated 2 October 2003, a Third Amended and Restated Deed dated 1
July 2004, a Fourth Amended and Restated Deed dated 27 December 2004, a Fifth Amended andRestated Deed dated 30 September 2005, a Sixth Amended and Restated Deed dated 15 December
2006, a Seventh Amended and Restated Deed dated 14 December 2007, an Eighth Amended andRestated Deed dated 23 August 2011, a Ninth Amended and Restated Deed dated 26 September
2011, a First Supplemental Deed dated 17 October 2011, a Supplemental Deed of Retirement andAppointment of Trustee dated 4 April 2013, a Third Supplemental Deed dated 6 January 2017, a TenthAmended and Restated Deed dated 22 April 2020, a First Supplemental Deed dated 22 March 2021
and an Eleventh Amended and Restated Deed dated 1 April 2024.
(h)Nikko AM Asia Investment Funds

Trust Deed dated 8 March 2000, a First Supplemental Deed dated 5 March 2002, a Second
Supplemental Deed dated 6 September 2002, an Amended and Restated Deed dated 29 April 2004,a Second Amended and Restated Deed dated 1 July 2004, a Third Amended and Restated Deed
dated 27 December 2004, a Fourth Amended and Restated Deed dated 18 February 2005, a Fifth
Amended and Restated Deed dated 17 June 2005, a Sixth Amended and Restated Deed dated 13
October 2006, a Seventh Amended and Restated Deed dated 15 December 2006, an Eighth Amended
and Restated Deed dated 14 December 2007, a Ninth Amended and Restated Deed dated 22 July
2009, a Tenth Amended and Restated Deed dated 4 December 2009, an Eleventh Amended andRestated Deed dated 23 September 2011, a First Supplemental Deed dated 17 October 2011, a
Twelfth Amended and Restated Deed dated 8 May 2012, a Thirteenth Amended and Restated Deed
dated 31 October 2012, a Fourteenth Amended and Restated Deed dated 17 December 2012, a
Supplemental Deed of Retirement and Appointment of Trustee dated 4 April 2013, a First
Supplemental Deed dated 6 April 2015, a Second Supplemental Deed dated 24 August 2015, a
Fifteenth Amended and Restated Deed dated 28 October 2015, a Sixteenth Amended and Restated
Deed dated 26 April 2016, a First Supplemental Deed dated 25 April 2017, a Second Supplemental
Deed dated 23 April 2019, a Third Supplemental Deed dated 22 March 2021 and a Seventeenth
Amended and Restated Deed dated 6 May 2022.

127Appendix 2
Risks of the Underlying Funds of Nikko AM Shenton Asia Pacific Fund, and Nikko AM Global
Green Bond Fund
1.

Risks specific to investing in the NGUF - Nikko AM Asia ex-Japan Fund (i.e. Underlying
Fund of Nikko AM Shenton Asia Pacific Fund) and the NGUF - Nikko AM Global Green
Bond Fund (i.e. Underlying Fund of Nikko AM Global Green Bond Fund)
Each Scheme (i.e. each of Nikko AM Shenton Asia Pacific Fund and Nikko AM Global Green
Bond Fund) invests in the relevant Underlying Fund to achieve its investment objective. You
should be aware that by investing in the relevant Scheme, you are also exposed to the following
risks of the relevant Underlying Fund:The performance of the shares in the relevant Underlying Fund (referred to in this paragraph
1 as the “Shares”) depends on the performance of the underlying investments. If the value ofthe investments of the relevant Underlying Fund fluctuates, this will lead to fluctuations in thevalue of the Shares of that Underlying Fund as well. Due to the uncertainty of the future
performance of the investments of each Underlying Fund, as well as of the Shares in each
Underlying Fund, no guarantee can be given for the success of the investment in any
Underlying Fund and it cannot be guaranteed that an investor will receive back the amount of
the capital invested by him when redeeming Shares of the relevant Underlying Fund. The latter
will only be the case if the Shares of the relevant Underlying Fund achieve an increase in value
which is at least equal to the costs and fees incurred by the investor – particularly the sales
charge – and offsets the transaction costs incurred in connection with the purchase and saleof the investments of such Underlying Fund.
Investors should also note that the price of securities comprised in the portfolio of each
Underlying Fund and the Shares of each Underlying Fund, and the income from them, may be
influenced by political and economic conditions, changes in interest rates, the earnings of thecorporations whose securities are comprised in the portfolio, and the market’s perception of
the securities.
Specific attention is drawn to the following risks:(a)Price risk
The Shares of each Underlying Fund, as well as the securities acquired by each
Underlying Fund, are subject – as are any securities – to price risk. The risk of adecrease in the value of Shares of each Underlying Fund, as well as the potential for
an increase in their value, is usually greater in the case of an equity fund than in thecase of a bond fund.

(b)

Equity risk
Companies issue common shares and other kinds of equity-related securities to help
pay for their operations and financial necessity. Equity securities can go down in pricefor many reasons. They are affected by general economic and market conditions,interest rates, political developments, confidence of investors and changes within thecompanies that issue the securities.

128

(c)

Fixed income securities risk
Bonds and other fixed income securities are subject to the following risks:(d)-Interest rate risk – which is the chance that bond prices overall will decline
because of rising interest rates;-

Income risk – which is the chance that the relevant Underlying Fund’s income will
decline because of falling interest rates;-

Credit risk – which is the chance that a bond issuer will fail to pay interest andprincipal in a timely manner, or that negative perceptions of the issuer’s ability tomake such payments will cause the price of that bond to decline; and-Call risk – which is the chance that during periods of falling interest rates, issuersof callable bonds may call (repay) securities with higher coupons or interest rates
before their maturity dates. The relevant Underlying Fund would then lose any
price appreciation above the bond’s call price and would be forced to reinvest theunanticipated proceeds at lower interest rates, resulting in a decline in the
Underlying Fund’s income. In addition, investments in fixed interest securities
which are below investment grade may result in the relevant Underlying Fund ora collective investment scheme in which the Underlying Fund invests having agreater risk of loss of principal and/or interest than an investment in debt
securities which are deemed to be investment grade or higher.

Interest rate risk
When interest rate rises, fixed-income securities or bonds tend to go down in price. On
the other hand, they tend to go up in price when interest rates are falling. Long-term
fixed-income securities are generally more sensitive to changes in interest rates thanshort-term bonds.

(e)Country risk
The value of an Underlying Fund’s assets may be affected by uncertainties such aschanges in a country’s government policies, taxation, restrictions on foreign
investment, currency decisions, applicable laws and regulations, together with any
natural disasters or political upheaval, which could weaken a country’s securities
markets.

(f)

Liquidity risk
Most of the securities owned by each Underlying Fund can be usually sold promptly
at a fair price. But, each Underlying Fund may invest in securities that can be relatively
illiquid and which may not be sold quickly, easily or at an advantageous price. Somesecurities are illiquid because of legal restrictions, the nature of the securities, or lackof buyers, therefore, the relevant Underlying Fund may lose money or incur extra costs
when selling those securities, however, each Underlying Fund will only enter into OverThe-Counter ("OTC") derivative transactions if it is allowed to liquidate suchtransactions at any time at a fair value.

129

(g)

Small company risk
Securities issued by small companies may be riskier, more volatile or less liquid thanthose of large companies. They are often new companies with shorter track records,
less extensive financial resources, and less established markets. They may not haveas many tradable shares compared with large companies, therefore, they tend to beless liquid.

(h)Risk resulting from the use of options or other financial derivatives
The price risk may be further increased by the fact that each Underlying Fund isallowed to make use of options or other financial derivatives, since these are futurerelated transactions, the economic benefit of which, as well as their risks, depend on
future price and market trends. The risks are relatively low where such transactions
are used to protect existing investments against a loss in value. There are, however,considerable risks where such transactions are used for speculative purposes with theaim to profit from future appreciation of the underlying securities. In this respect,special attention must be drawn to the risk, and the opportunity, inherent in so-calledleverage; leverage is to be understood as being the possibility provided by financial
derivatives to achieve greater profits in percentage terms with the same amount of
capital invested – but also suffer higher losses – than by investing in the securities
underlying the financial derivatives. Each Underlying Fund is authorised to invest in
financial derivatives for the purpose of efficient management of their investments andmay, as a consequence thereof, invest to a limited extent for a speculative purposes.

(i)

General Risk associated with OTC Transactions
Instruments traded in OTC markets may trade in smaller volumes, and their prices
may be more volatile than instruments principally traded on exchanges. Such
instruments may be less liquid than more widely traded instruments. In addition, theprices of such instruments may include an undisclosed dealer mark-up which an
Underlying Fund may pay as part of the purchase price.
In general, there is less government regulation and supervision of transactions in OTC
markets than of transactions entered into on organised exchanges. OTC derivatives
are executed directly with the counterparty rather than through a recognised exchange
and clearing house. Counterparties to OTC derivatives are not afforded the same
protections as may apply to those trading on recognised exchanges, such as theperformance guarantee of a clearing house.
The principal risk when engaging in OTC derivatives (such as non-exchange tradedoptions, forwards, swaps, Total Return Swaps or contracts for difference) is the risk ofdefault by a counterparty who has become insolvent or is otherwise unable or refuses
to honour its obligations as required by the terms of the instrument. OTC derivatives
may expose an Underlying Fund to the risk that the counterparty will not settle atransaction in accordance with its terms, or will delay the settlement of the transaction,
because of a dispute over the terms of the contract (whether or not bona fide) or
because of the insolvency, bankruptcy or other credit or liquidity problems of the130counterparty. Counterparty risk is generally mitigated by the transfer or pledge ofcollateral in favour of the Underlying Fund. The value of the collateral may fluctuate,
however, and it may be difficult to sell, so there are no assurances that the value ofcollateral held will be sufficient to cover the amount owed to the Underlying Fund.
An Underlying Fund may enter into OTC derivatives cleared through a clearinghousethat serves as a central counterparty. Central clearing is designed to reducecounterparty risk and increase liquidity compared to bilaterally-cleared OTC
derivatives, but it does not eliminate those risks completely. The central counterparty
will require margin from the clearing broker which will in turn require margin from theUnderlying Fund. There is a risk of loss by an Underlying Fund of its initial andvariation margin deposits in the event of default of the clearing broker with which theUnderlying Fund has an open position or if margin is not identified and correctly
reported to the particular Underlying Fund, in particular where margin is held in an
omnibus account maintained by the clearing broker with the central counterparty. In
the event that the clearing broker becomes insolvent, the Underlying Fund may not beable to transfer or "port" its positions to another clearing broker.
Investments in OTC derivatives may be subject to the risk of differing valuations
arising out of different permitted valuation methods. Although the Company has
implemented appropriate valuation procedures to determine and verify the value of
OTC derivatives, certain transactions are complex and valuation may only be provided
by a limited number of market participants who may also be acting as the counterparty
to the transactions. Inaccurate valuation can result in inaccurate recognition of gains
or losses and counterparty exposure.
Unlike exchange-traded derivatives, which are standardised with respect to their terms
and conditions, OTC derivatives are generally established through negotiation withthe other party to the instrument. While this type of arrangement allows greater
flexibility to tailor the instrument to the needs of the parties, OTC derivatives may
involve greater legal risk than exchange-traded instruments, as there may be a risk ofloss if the agreement is deemed not to be legally enforceable or not documented
correctly. There also may be a legal or documentation risk that the parties may
disagree as to the proper interpretation of the terms of the agreement. However, theserisks are generally mitigated, to a certain extent, by the use of industry-standard
agreements such as those published by the International Swaps and Derivatives
Association (ISDA).
(j)

Securities Lending risk
Securities Lending involves counterparty risk, including the risk that the loaned
securities may not be returned or returned in a timely manner in the event of a default,
bankruptcy or insolvency of the borrower, and that rights to the collateral may be lost
if the lending agent defaults. Should the borrower of securities fail to return securities
lent by an Underlying Fund, there is a risk that the collateral received may be realised
at a value lower than the value of the securities lent out, whether due to inaccurate131pricing of the collateral, adverse market movements in the value of the collateral, adeterioration in the credit rating of the issuer of the collateral, or the illiquidity of themarket in which the collateral is traded. As an Underlying Fund may reinvest the cash
collateral received from borrowers, there is a risk that the value on return of thereinvested cash collateral may decline below the amount owed to those borrowers.
Delays in the return of securities on loan may restrict the ability of the Underlying Fundto meet delivery obligations under security sales or payment obligations arising fromredemption requests.
(k)Repurchase and Reverse Repurchase Transactions risk
The entering by the Underlying Fund into repurchase and reverse repurchasetransactions involves certain risks and there can be no assurance that the objectivesought to be obtained from such use will be achieved.
Investors must notably be aware that (1) in the event of the failure of the counterparty
with which cash of an Underlying Fund has been placed there is the risk that collateral
received may yield less than the cash placed out, whether because of inaccurate
pricing of the collateral, adverse market movements, a deterioration in the credit ratingof issuers of the collateral, or the illiquidity of the market in which the collateral istraded; that (2) (i) locking cash in transactions of excessive size or duration, (ii) delays
in recovering cash placed out, or (iii) difficulties in realising collateral, may restrict theability of the Underlying Fund to meet payment obligations arising from sale requests,
security purchases or, more generally, reinvestment; and that (3) repurchase andreverse repurchase transactions will, as the case may be, further expose an
Underlying Fund to risks similar to those associated with optional or forward derivative
financial instruments, which risks are further described above.

(l)

Collateral risk
Although collateral may be taken to mitigate the risk of a counterparty default, there isa risk that the collateral taken, especially where it is in the form of securities, whenrealised will not raise sufficient cash to settle the counterparty's liability. This may be
due to factors including inaccurate pricing of collateral, failures in valuing the collateralon a regular basis, adverse market movements in the value of collateral, a deteriorationin the credit rating of the issuer of the collateral, or the illiquidity of the market in which
the collateral is traded.
Where an Underlying Fund is in turn required to post collateral with a counterparty,
there is a risk that the value of the collateral the Underlying Fund places with thecounterparty is higher than the cash or investments received by the Underlying Fund.
In either case, where there are delays or difficulties in recovering assets or cash,
collateral posted with counterparties, or realising collateral received fromcounterparties, the Underlying Fund may encounter difficulties in meeting redemption
or purchase requests or in meeting delivery or purchase obligations under othercontracts.

132

As an Underlying Fund may reinvest cash collateral it receives, there is a risk that thevalue on return of the reinvested cash collateral may not be sufficient to cover theamount required to be repaid to the counterparty. In this circumstance, the Underlying
Fund would be required to cover the shortfall. In case of cash collateral reinvestment,
all risks associated with a normal investment will apply.
As collateral will take the form of cash or certain financial instruments, the market risk
is relevant. Collateral received by an Underlying Fund may be held either by thedepositary or by a third party custodian. In either case, there may be a risk of loss
where such assets are held in custody, resulting from events such as the insolvency
or negligence of a custodian or sub-custodian.
(m)Counterparty risk
In entering into transactions which involve counterparties, there is a risk that acounterparty will wholly or partially fail to honour its contractual obligations. In the eventof a default, bankruptcy or insolvency of a counterparty, the relevant Underlying Fund
could experience delays in liquidating the position and significant losses, including
declines in the value of the investment during the period in which the relevant
Underlying Fund seeks to enforce its rights, an inability to realise any gains on its
investment during such period and fees and expenses incurred in enforcing its rights.
The relevant Underlying Fund may only be able to achieve limited or possibly norecovery in such circumstances.
In order to mitigate the risk of counterparty default, the counterparties to transactions
may be required to provide collateral to cover their obligations to the relevant
Underlying Fund. In the event of default by the counterparty, it would forfeit its collateralon the transaction. However, the taking of collateral does not always cover the
exposure to the counterparty. If a transaction with a counterparty is not fully
collateralised, then the relevant Underlying Fund’s credit exposure to the counterparty
in such circumstance will be higher than if that transaction had been fully collateralised.

(n)Legal risk – OTC Derivatives, Repurchase and Reverse RepurchaseTransactions, Securities Lending and Re-used Collateral
There is a risk that agreements and derivatives techniques are terminated due, forinstance, to bankruptcy, supervening illegality or change in tax or accounting laws. In
such circumstances, an Underlying Fund may be required to cover any losses incurred.
Furthermore, certain transactions are entered into on the basis of complex legal
documents. Such documents may be difficult to enforce or may be the subject of adispute as to interpretation in certain circumstances. Whilst the rights and obligationsof the parties to a legal document may for example be governed by English or
Luxembourg law, in certain circumstances (for example insolvency proceedings) otherlegal systems may take priority which may affect the enforceability of existingtransactions.

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(o)

Investment risks
Another risk to which the shareholders of each Underlying Fund are subject is theinsolvency risk of the issuers of the securities and other assets in which the relevant
Underlying Fund invests. If this materialises, the securities affected may become
entirely worthless. The risk of loss associated with the bankruptcy of a company isconsiderably lower for investors in investment funds than for direct investors in sharesor bonds since a fund invests not in the securities of one issuer only but in the securities
of a large number of different issuers for the purpose of risk reduction.

(p)

Exchange rate risks
Furthermore, attention must be drawn to exchange rate risk. The shareholders of each
Underlying Fund are subject to this risk due to the different currencies which may be
involved, that is the currency with which shareholders of the relevant Underlying Fundhave purchased the Shares in that Underlying Fund, the reference currency of that
Underlying Fund or class concerned and the currency of the securities in which that
Underlying Fund invests. Investors’ attention is drawn to the fact that there are
currently no fixed exchange rates and that the value of currencies therefore constantly
changes, depending on the market situation. If the rate of exchange of the currency of
subscription for the relevant reference currency of investments increases, anexchange loss may be incurred by such shareholders of the relevant Underlying Fundin the case of a redemption of Shares. On the other hand, a fall in the value of thecurrency of subscription may increase the redemption proceeds.

(q)

Developing countries risks
Investing in the securities markets of some developing countries carries a higher
degree of risk than that normally associated with investment in other more developed
markets. In particular, before investing, potential investors should be aware of thefollowing risk factors of each of the Underlying Funds which, under their respective
investment policy, invest in emerging markets:-

The value of the assets of the relevant Underlying Fund invested in suchsecurities markets may be affected by changes in government policies
including changes in economic policy and taxation, restrictions on foreign
investment and on foreign currency repatriation.

-

The securities markets may be volatile and relatively illiquid and/or subject togovernment interventions which may affect market prices.

-

The assets of the relevant Underlying Fund invested in local securities
markets may be denominated in a variety of local currencies. The risks
described under “Exchange rate risks” described above may be increased dueto the increased volatility of the currencies of such developing countries.

-

Companies in some of the countries in which the relevant Underlying Fundmay invest may not be subject to accounting, auditing and financial reporting
standards, practices and disclosure requirements comparable to those
applicable in industrialised countries.

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(r)

Taxation risks
No tax is payable in Luxembourg on realised or unrealised capital appreciation of theassets of each Underlying Fund. Although each Underlying Fund’s realised capitalgains, whether short or long-term, are not expected to become taxable in anothercountry, investors should be aware and recognise that such a possibility, though quite
remote, is not totally excluded. The regular income of each Underlying Fund from someof its securities as well as interest earned on cash deposits in certain countries may
be liable to withholding taxes at varying rates, which normally cannot be recovered.

(s)

Foreign Account Tax Compliance Act (“FATCA”)
The Hiring Incentives to Restore Employment Act (the "Hire Act") was signed into US
law in March 2010. It includes provisions generally known as FATCA. The intention ofthese is that details of US investors holding assets outside the US will be reported byfinancial institutions to the US Internal Revenue Service, as a safeguard against US
tax evasion. As a result of the Hire Act and to discourage non-US financial institutions
from staying outside this regime, all US securities held by a financial institution that
does not enter and comply with the regime will be subject to a US tax withholding of
30% on gross sales proceeds as well as income unless various reporting requirements
are met. In particular, if NGUF and each Underlying Fund are not otherwise deemedcompliant, these reporting requirements may be met if, among other things, NGUF andthe applicable Underlying Fund enters into a withholding agreement with the IRS,NGUF and such Underlying Fund obtains certain information from each of its
shareholders and NGUF and such Underlying Fund discloses certain of thisinformation to the IRS. Shareholders that fail to provide the required information would
likely be subject to this withholding tax in respect of all or a portion of any redemption
or distribution payments made by NGUF or the applicable Underlying Fund after 31
December 2016. No assurance can be provided that NGUF and each Underlying Fund
will not be subject to this withholding tax, as among other reasons, it is possible thatthe disclosure obligation described above could be changed (e.g. by subsequentguidance). Shareholders should consult their own tax advisors regarding the potential
implications of this withholding tax.

(t)Foreign taxes risks
NGUF may be liable to taxes (including withholding taxes) in countries other than
Luxembourg on income earned and capital gains arising on its investments in thosecountries. NGUF may not be able to benefit from a reduction in the rate of such foreign
tax by virtue of the double taxation treaties between Luxembourg and other countries.
NGUF may not, therefore, be able to reclaim any foreign withholding tax suffered by itin particular countries. If this position changes and NGUF obtains a repayment offoreign tax, the net asset value of the relevant Underlying Fund will not be restated
and the benefit will be allocated to the then-existing shareholders rateably at the timeof repayment.

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(u)

No investment guarantee equivalent to deposit protection
An investment in the Underlying Fund is not of the nature of a deposit in a bank accountand is not protected by any government, government agency or other guarantee
scheme that may be available to protect the holder of a bank deposit account.

(v)

Past performance
Past performance does not necessarily indicate future performance. It can in no way
provide a guarantee of future returns. For those Underlying Funds, or share classes
which are newly established or have yet to launch, no historical performance iscurrently available.

(w)

Political and/or regulatory risk
The value of the assets of an Underlying Fund may be affected by uncertainties suchas international political developments, changes in government policies, taxation,
restrictions on foreign investment and currency repatriation, currency fluctuations andother developments in applicable laws and regulations.

(x)Portfolio transaction charges
The difference at any one time between the subscription and redemption price ofshares (taking into account any portfolio transaction charges payable) in any
Underlying Fund means that an investor should view his or her investment as for the
medium to long term.

(y)Impact on the performance of the Underlying FundAn Underlying Fund may use derivatives and this may involve risks which are different
from and possibly greater than the risks associated with investing directly in securities
and traditional instruments. Derivatives are subject to liquidity risk, interest rate risk,
market risk and default risk. They also involve the risk of improper valuation and therisk that the changes in the value of the derivative may not correlate perfectly with theunderlying asset, rate or index. As a consequence, the Underlying Fund wheninvesting in derivative transactions, may lose more than the principal amount invested,resulting in a further loss to the Underlying Fund.

(z)

Potential conflicts of interest
The investment manager may effect transactions in which it has, directly or indirectly,
an interest which may involve a potential conflict with its duty to NGUF. The investment
manager shall not be liable to account to NGUF for any profit, commission or
remuneration made or received from or by reason of such transactions or any
connected transactions nor will the investment manager's fees, unless otherwise
provided, be abated.
The investment manager will ensure that such transactions are effected on terms
which are not less favourable to NGUF than if the potential conflict had not existed.

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(aa)

Sustainability risks
The risk arising from any environmental, social or governance events or conditions
that, were they to occur, could cause material negative impact on the value of theinvestment.
Transition Risk
The risk posed by the exposure to issuers that may potentially be negatively affectedby the transition to a low carbon economy due to their involvement in exploration,
production, processing, trading and sale of fossil fuels, or their dependency upon
carbon intensive materials, processes, products and services. Transition risk may
result to several factors, including rising costs and/or limitation of greenhouse gas
emissions, energy-efficiency requirements, reduction in fossil fuel demand or shift toalternative energy sources, due to policy, regulatory, technological and market
demand changes. Transition risk may negatively affect the value of investments by
impairing assets or by increasing liabilities, capital expenditures, operating andfinancing costs.
Physical Risk
The risk posed by the exposure to issuers that may potentially be negatively affectedby the physical impacts of climate change. Physical risk includes acute risks arisingfrom extreme weather events such as storms, floods, droughts, fires or heatwaves,and chronic risks arising from gradual changes in the climate, such as changing rainfall
patterns, rising sea levels, ocean acidification, and biodiversity loss. Physical risk may
negatively affect the value of investments by impairing assets, productivity or revenues
or by increasing liabilities, capital expenditures, operating and financing costs.
Social Risk
The risk posed by the exposure to issuers that may potentially be negatively affectedby social factors such as poor labour standards, human rights violations, damage to
public health, data privacy breaches, or increased inequalities. Social risk may
negatively affect the value of investments by impairing assets, productivity or revenues
or by increasing liabilities, capital expenditures, operating and financing costs.
Governance Risk
The risk posed by the exposure to issuers that may potentially be negatively affectedby weak governance structures. For companies, governance risk may result from
malfunctioning boards, inadequate remuneration structures, abuses of minority
shareholders or bondholders rights, deficient controls, aggressive tax planning andaccounting practices, or lack of business ethics. For countries, governance risk may
include governmental instability, bribery and corruption, privacy breaches and lack of
judicial independence. Governance risk may negatively affect the value of investments
due to poor strategic decisions, conflict of interest, reputational damages, increased
liabilities or loss of investor confidence.

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Derivatives
Each Underlying Fund may invest in FDIs.
(a)

(b)

Each Underlying Fund may invest in FDIs, including equivalent cash-settled
instruments, dealt in on a Regulated Market and/or FDIs dealt in over-the-counter(“OTC derivatives”), provided that:

the underlying consists of instruments covered in sub-paragraph (b) below,
financial indices, interest rates, foreign exchange rates or currencies, in which
the relevant Underlying Fund may invest according to its investment
objective;the counterparties to OTC derivative transactions are institutions subject toprudential supervision, and belonging to the categories approved by the
CSSF ; andthe OTC derivatives are subject to reliable and verifiable valuation on a daily
basis and can be sold, liquidated or closed by an offsetting transaction at any
time at their fair value at the relevant Underlying Fund’s initiative.

The underlying instruments mentioned in sub-paragraph (a) above include:(i)Transferable Securities and Money Market Instruments admitted to or dealt
in on a Regulated Market. Transferable Securities for the purpose of this“Derivatives” section means (i) shares and other securities equivalent toshares; (ii) bonds and other debt instruments; and (iii) any other negotiablesecurities which carry the right to acquire any such Transferable Securities
by subscription or exchange, but shall exclude techniques and instruments
relating to Transferable Securities and Money Market Instruments. Money
Market Instruments for the purpose of this “Derivatives” section means
instruments normally dealt in on the money market which are liquid, and havea value which can be accurately determined at any time. Regulated Market
for the purpose of this “Derivatives” section means a market within themeaning of Article 4.14 of Directive 2004/39/EC and any other market whichis regulated, operates regularly and is recognised and open to the public.

(ii)

Recently issued Transferable Securities and Money Market Instruments,
provided that the terms of issue include an undertaking that application will
be made for admission to official listing on a Regulated Market and such
admission is secured within one year of issue;(iii)

Units/shares of an Undertaking for Collective Investment in Transferable
Securities authorised pursuant to Directive 2009/65/EC, as amended(“UCITS”) and/or other Undertakings for Collective Investment within themeaning of the first and second indents of Article 1(2) of Directive
2009/65/EC, as amended (“UCIs”), whether situated in an EU member state
or not, provided that:

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

such other UCIs have been authorised under the laws which statethat they are subject to supervision considered by the CSSF as
equivalent to that laid down in Community law and that co-operation
between authorities is sufficiently ensured;the level of protection for unitholders/shareholders in such other UCIs
is equivalent to that provided for unitholders/shareholders in a
UCITS, and in particular that the rules on assets segregation,
borrowing, lending, and uncovered sales of Transferable Securities
and Money Market Instruments are equivalent to the requirements of
Directive 2009/65/EC, as amended;the business of such other UCIs is reported in half-yearly and annual
reports to enable an assessment of the assets and liabilities, income
and operations over the reporting period;no more than 10% of the assets of the UCITS or of the other UCIs,
whose acquisition is contemplated, can, according to theirconstitutional documents, in aggregate be invested in units/shares ofother UCITS or other UCIs.

(iv)

Deposits with credit institutions which are repayable on demand or have theright to be withdrawn, and maturing in no more than 12 months, provided thatthe credit institution has its registered office in a Member State or, if theregistered office of the credit institution is situated in a third country, provided
that it is subject to prudential rules considered by the CSSF as equivalent tothose laid down in Community law;(v)

FDIs as described in sub-paragraph (a) above; and/or(vi)

Money Market Instruments other than those dealt in on a Regulated Market,
if the issue or the issuer of such instruments are themselves regulated for the
purpose of protecting investors and savings, and provided that such
instruments are:


issued or guaranteed by a central, regional or local authority or by acentral bank of an EU member state, the European Central Bank, theEU or the European Investment Bank, a non-EU member state or, incase of a federal state, by one of the members making up thefederation, or by a public international body to which one or more EU
member states belong, orissued by an undertaking any securities of which are dealt in on
Regulated Markets; orissued or guaranteed by an establishment subject to prudential
supervision, in accordance with criteria defined in Community
legislation, or by an establishment which is subject to and complies
with prudential rules considered by the CSSF to be at least as
stringent as those laid down in the Community legislation; or

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

(c)

issued by other bodies belonging to the categories approved by the
CSSF provided that investments in such instruments are subject toinvestor protection equivalent to that laid down in the first, the secondor the third indent and provided that the issuer is a company whose
capital and reserves amount to at least ten million euro and which
presents and publishes its annual accounts in accordance with thefourth Directive 78/660/EEC, is an entity which, within a group ofcompanies which includes one or several listed companies, isdedicated to the financing of the group or is an entity which isdedicated to the financing of securitisation vehicles which benefit
from a banking liquidity line.

Each Underlying Fund shall ensure that the global exposure relating to FDIs does notexceed the net assets of such Underlying Fund.
The exposure is calculated taking into account the current value of the underlying
assets, the counterparty risk, foreseeable market movements and the time available
to liquidate the positions.
If any Underlying Fund invests in FDIs, the exposure to the underlying assets may notexceed in aggregate the investment limits laid down in sub-paragraph (d) below.
When any Underlying Fund invests in index-based FDIs, these investments do nothave to be combined to the limits laid down in sub-paragraph (d) below.
When a Transferable Security or Money Market Instrument embeds a derivative, thelatter must be taken into account when complying with the requirements set out in thissub-paragraph (c).

(d)

Investment limits of each of the Underlying Funds include the following:
(i)

(ii)

(aa)

no more than 10% of the net assets of the relevant Underlying Fundin Transferable Securities or Money Market Instruments issued by
the same issuing body;(bb)

not more than 20% of the net assets of the relevant Underlying Fundin deposits made with the same body;(cc)

the risk exposure of the relevant Underlying Fund to a counterparty
in an OTC derivative transaction may not exceed 10% of its net
assets when the counterparty is a credit institution referred to subparagraph (b)(iv) above or 5% of its net assets in other cases.

Moreover, when any Underlying Fund holds investment in Transferable
Securities and Money Market Instruments of issuing bodies which individually
exceed 5% of the net assets of such Underlying Fund, the total of all suchinvestments must not account for more than 40% of the total net assets ofsuch Underlying Fund.
This limitation does not apply to deposits and OTC derivative transactions
made with financial institutions subject to prudential supervision.

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Notwithstanding the individual limits laid down in sub-paragraph (d)(i) above,
each Underlying Fund may not combine:-

investments in Transferable Securities or Money Market Instruments
issued by a single body;-

deposits made with the same body and/or;-

exposure arising from OTC derivative transactions undertaken withthe same bodyin excess of 20% of its net assets.
(iii)

The limit of 10% laid down in sub-paragraph (d)(i)(aa) above is increased toa maximum of 35% in respect of Transferable Securities or Money Market
Instruments which are issued or guaranteed by an EU member state, its local
authorities, or by another Eligible State or by public international bodies ofwhich one or more EU member states are members.

(iv)

The limit of 10% laid down in sub-paragraph (d)(i)(aa) above is increased to
25% for certain bonds when they are issued by a credit institution which has
its registered office in a member state of the EU and is subject by law, to
special public supervision designed to protect bondholders. In particular,sums deriving from the issue of these bonds must be invested in conformity
with the law in assets which, during the whole period of validity of the bonds,
are capable of covering claims attaching to the bonds and which, in case ofbankruptcy of the issuer, would be used on a priority basis for the repaymentof principal and payment of the accrued interest.
If any Underlying Fund invests more than 5% of its net assets in the bonds
referred to in this sub-paragraph and issued by one issuer, the total value ofsuch investments may not exceed 80% of the net assets of such Underlying
Fund.

(v)

The Transferable Securities and Money Market Instruments referred to in
sub-paragraphs (d)(iii) and (d)(iv) above shall not be included in thecalculation of the limit of 40% in sub-paragraph (d)(ii).
The limits set out in sub-paragraphs (d)(i) to (d)(iv) may not be aggregatedand, accordingly, investments in Transferable Securities or Money Market
Instruments issued by the same issuing body, in deposits or in derivative
instruments effected with the same issuing body may not, in any event,exceed a total of 35% of the relevant Underlying Fund’s net assets.
Companies which are part of the same group for the purposes of theestablishment of consolidated accounts, as defined in accordance with
Directive 83/349/EEC or in accordance with recognised international
accounting rules, are regarded as a single body for the purpose of calculating
the limits contained in this sub-paragraph (d).

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Each Underlying Fund may cumulatively invest up to 20% of its net assets inTransferable Securities and Money Market Instruments within the samegroup.
(vi)

Notwithstanding the above provisions, each Underlying Fund is authorised toinvest up to 100% of its net assets in accordance with the principle of risk
spreading, in Transferable Securities and Money Market Instruments issued
or guaranteed by a Member State of the EU, by its local authorities oragencies, or by a state accepted by the CSSF (being at the date of thisProspectus OECD Member States, Singapore or any member state of theGroup of Twenty)or by public international bodies of which one or more
Member States of the EU are members, provided that the relevant Underlying
Fund must hold securities from at least six different issues and securities from
one issue do not account for more than 30% of the net assets of the relevant
Underlying Fund.

Investment techniques and instruments in relation to FDIs employed by each
Underlying Fund
Within the limits set out below, each Underlying Fund may employ techniques and instruments
for the purpose of hedging and efficient portfolio management under the conditions and within
the limits laid down by law, regulation and administrative practice and as described below:(a)With respect to options on securities:
(i)

(b)

each Underlying Fund may not invest in put or call options on securities
unless:

such options are quoted on a stock exchange or traded on a RegulatedMarket; andthe acquisition price of such options does not exceed, in terms ofpremium, 15% of the total net assets of the relevant Underlying Fund;(ii)

each Underlying Fund may not write call options on securities that it does not
own unless the aggregate of the exercise prices of such call options does notexceed 25% of the NAV of the relevant Underlying Fund; and(iii)

each Underlying Fund may not write put options on securities unless therelevant Underlying Fund holds sufficient liquid assets to cover the aggregateof the exercise prices of such options written.

Each Underlying Fund may, for the purpose of hedging currency risks, enter into
forward currency contracts or write call options or purchase put options on currencies
provided however that the transactions made in one currency in respect of therelevant Underlying Fund may in principle not exceed the valuation of the aggregate
assets of that Underlying Fund denominated in that currency (or currencies which are
likely to fluctuate in the same manner) nor exceed the period during which such assets
are held.

142

Each Underlying Fund may only enter into forward currency contracts if they constituteprivate agreements with highly rated financial institutions specialised in this type oftransaction and may only write call options and purchase put options on currencies ifthey are traded on a Regulated Market operating regularly, being recognised and open
to the public.
(c)

(d)

Each Underlying Fund may not deal in financial futures, except that:(i)for the purpose of hedging the risk of the fluctuation of the value of its portfolio
securities, the relevant Underlying Fund may sell stock index futures provided
that there exists sufficient correlation between the composition of the index
used and the corresponding portfolio of such Underlying Fund; and(ii)

for the purpose of efficient portfolio management, each Underlying Fund maypurchase and sell futures contracts on any kind of financial instruments
provided that the aggregate commitments in connection with such purchaseand sale transactions together with the amount of the commitments relating
to the writing of call and put options on Transferable Securities (referred tounder sub-paragraphs (a)(ii) and (iii) above and (d) below) does not exceed
at any time the value of the net assets of the relevant Underlying Fund.

Each Underlying Fund may not deal in index options except that:(i)for the purpose of hedging the risk of the fluctuation of the value of its portfolio
securities, the Underlying Fund may sell call options on indices or purchaseput options on indices provided there exists a sufficient correlation between
the composition of the index used and the corresponding portfolio of such
Underlying Fund. The value of the underlying securities included in therelevant index option shall not exceed, together with outstanding
commitments in financial futures contracts entered into for the same purpose,
the aggregate value of the portion of the securities portfolio to be hedged; and(ii)

for the purpose of efficient portfolio management each Underlying Fund maypurchase and sell options on any kind of financial instruments provided thatthe aggregate commitments in connection with such purchase and saletransactions together with the amount of the commitments relating to thewriting of call and put options on Transferable Securities (referred to under
sub-paragraphs (a)(ii) and (iii) above) and the purchase and sale of futurescontracts or financial instruments (referred to under sub-paragraph (c)(ii)
above) does not exceed at any time the value of the net assets of the relevant
Underlying Fund;

provided however that the aggregate acquisition cost (in terms ofpremiums paid) of options on securities, index options, interest rate
options and options on any kind of financial instruments purchasedby the relevant Underlying Fund shall not exceed 15% of the total net
assets of the Underlying Fund; and

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

2.

provided that the relevant Underlying Fund may only enter into thetransactions referred to in sub-paragraphs (c) and (d) above, if thesetransactions concern contracts which are traded on a RegulatedMarket operating regularly, being recognisd and open to the public.

(e)

Each Underlying Fund may sell interest rate futures contracts for the purpose ofhedging against interest rate fluctuations. It may also for the same purpose write call
options or purchase put options on interest rates or enter into interest rate swaps by
private agreement with highly rated financial institutions specialised in this type ofoperation. In principle, the aggregate of the commitments of each Underlying Fundrelating to futures contracts, options and swap transactions on interest rates may notexceed the aggregate estimated market value of the assets to be hedged and held by
the Underlying Fund in the currency corresponding to those contracts.

(f)With respect to options referred to under (a), (b), (d) and (e) above, each Underlying
Fund may enter into OTC option transactions with first class institutions which areeither credit institutions or investment firms, which are subject to prudential
supervision considered by the CSSF as equivalent to those prescribed by Community
law. You may obtain supplementary information relating to the risk management
methods employed by each Underlying Fund, including the quantitative limits that are
applied and any recent developments in the risk and yield characteristics of the maincategories of investments of the relevant Underlying Fund, by making a request to theManagers.

Other risks specific to the NGUF - Nikko AM Asia ex-Japan Fund (i.e. Underlying Fundof Nikko AM Shenton Asia Pacific Fund)The relevant Scheme’s investment in the Underlying Fund will be subject to the greater risks
associated with investing in Asian ex-Japan securities, particularly securities which are listed
securities, as many Asian ex-Japan markets are less developed than those of the OECD
countries. The risks include currency, economic and political risks, potential price volatility,
lower liquidity and lower credit quality associated with securities traded in emerging markets.
The Underlying Fund intends to gain exposure to the equity securities of the People's Republicof China ("PRC") without directly investing in the PRC (excluding Hong Kong). Investments in
PRC will be sensitive to any political, social and diplomatic developments which may take placein or in relation to PRC. Investors should note that any change in the policies of PRC may
adversely impact on the securities markets in PRC as well as the performance of theUnderlying Fund.
The economy of PRC differs from the economies of most developed countries in many
respects, including with respect to government involvement in its economy, level ofdevelopment, growth rate and control of foreign exchange. The regulatory and legal framework
for capital markets and companies in PRC is not well developed when compared with those ofdeveloped countries.

144

The economy in PRC has experienced rapid growth in recent years. However, such growth
may or may not continue, and may not apply evenly across different sectors of Chinese
economy. All these may have an adverse impact on the performance of the Underlying Fund.
The legal system of PRC is based on written laws and regulations. However, many of theselaws and regulations are still untested and the enforceability of such laws and regulations
remains unclear. In particular, Chinese regulations which govern currency exchange in PRC
are relatively new and their application is uncertain. Such regulations also empower the China
Securities Regulatory Commission and the State Administration of Foreign Exchange toexercise discretion in their respective interpretation of the regulations, which may result inincreased uncertainties in their application.
Renminbi ("RMB") is currently not a freely convertible currency as it is subject to foreignexchange control and fiscal policies of and repatriation restrictions imposed by the Chinese
government. There are currently no repatriation limits that affect the Underlying Fund. If suchpolicies change in future, the Underlying Fund's or the shareholders' position may be adversely
affected. There is no assurance that RMB will not be subject to devaluation, in which case thevalue of their investments will be adversely affected. If investors wish or intend to convert theredemption proceeds or dividends paid by the Underlying Fund or sale proceeds into a different
currency, they are subject to the relevant foreign exchange risk and may suffer losses fromsuch conversion as well as associated fees and charges.
The Shanghai-Hong Kong Stock Connect is a securities trading and clearing linked program
developed by The Stock Exchange of Hong Kong Limited, Shanghai Stock Exchange (“SSE”),
the Hong Kong Securities Clearing Company Limited (“HKSCC”) and China Securities
Depository and Clearing Corporation Limited (“ChinaClear”), with an aim to achieve mutual
stock market access between the PRC (excluding Hong Kong, Macau and Taiwan) and HongKong. The Shenzhen-Hong Kong Stock Connect is a similar cross-boundary investment
channel, however it connects the Shenzhen Stock Exchange with the Hong Kong Exchanges
and Clearing Limited.
The Underlying Fund seeking to invest in the domestic securities markets of the PRC may use
both the Shanghai-Hong Kong Stock Connect and the Shenzhen-Hong Kong Stock Connect
programmes, in addition to the qualified foreign investor(s) (“QFI”) scheme (including, if
applicable, qualified foreign institutional investors (“QFII”) and Renminbi qualified foreign
institutional investors (“RQFII”)) and, thus, are subject to the following additional risks:
General Risk: The relevant regulations are subject to change. There is no certainty as to how
they will be applied which could adversely affect the Underlying Fund. The programmes require
use of new information technology systems which may be subject to operational risk due totheir cross-border nature. If the relevant systems fail to function properly, trading in Hong Kong,
Shanghai and Shenzhen markets through the programmes could be disrupted.
Clearing and Settlement Risk: The HKSCC and ChinaClear have established the clearing links
and each will become a participant of each other to facilitate clearing and settlement of crossboundary trades. For cross-boundary trades initiated in a market, the clearing house of thatmarket will on one hand clear and settle with its own clearing participants, and on the other
hand undertake to fulfil the clearing and settlement obligations of its clearing participants withthe counterparty clearing house.

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Legal/Beneficial Ownership: Where securities are held in custody on a cross-border basis,
there are specific legal/beneficial ownership risks linked to compulsory requirements of thelocal Central Securities Depositaries, HKSCC and ChinaClear.
As in other emerging and less developed markets, the legislative framework in the PRC is only
beginning to develop the concept of legal/formal ownership and of beneficial ownership orinterest in securities. In addition, HKSCC, as nominee holder, does not guarantee the title to
Shanghai-Hong Kong Stock Connect or Shenzhen-Hong Kong Stock Connect securities held
through it and is under no obligation to enforce title or other rights associated with ownershipon behalf of beneficial owners. Consequently, the courts may consider that any nominee orcustodian as registered holder of Shanghai-Hong Kong Stock Connect or Shenzhen-Hong
Kong Stock Connect securities would have full ownership thereof, and that those ShanghaiHong Kong Stock Connect or Shenzhen-Hong Kong Stock Connect securities would form partof the pool of assets of such entity available for distribution to creditors of such entities and/orthat a beneficial owner may have no rights whatsoever in respect thereof. Consequently the
Underlying Fund and the depositary of the NGUF cannot ensure that the Underlying Fund’sownership of these securities or title thereto is assured.
To the extent that HKSCC is deemed to be performing safekeeping functions with respect toassets held through it, it should be noted that the depositary of the NGUF and the Underlying
Fund will have no legal relationship with HKSCC and no direct legal recourse against HKSCC
in the event that the Underlying Fund suffers losses resulting from the performance or
insolvency of HKSCC.
In the event ChinaClear defaults, HKSCC's liabilities under its market contracts with clearing
participants will be limited to assisting clearing participants with claims. HKSCC will act in goodfaith to seek recovery of the outstanding stocks and monies from ChinaClear through available
legal channels or the liquidation of ChinaClear. In this event, the Underlying Fund may not fully
recover its losses or its Shanghai-Hong Kong Stock Connect or Shenzhen-Hong Kong Stock
Connect securities and the process of recovery could also be delayed.
Operational Risk: The HKSCC provides clearing, settlement, nominee functions and otherrelated services of the trades executed by Hong Kong market participants. PRC regulations
which include certain restrictions on selling and buying will apply to all market participants.
Quota Limitations: The program is subject to quota limitations which may restrict the Underlying
Fund's ability to invest in China A-shares through the program on a timely basis.
Investor Compensation: Hong Kong’s Investor Compensation Fund is established to pay
compensation to investors of any nationality who suffer pecuniary losses as a result of default
of a licensed intermediary or authorised financial institution in relation to exchange-tradedproducts in Hong Kong. For defaults occurring on or after 1 January 2020, the Investor
Compensation Fund also covers investors’ losses in relation to securities traded on a stock
market operated by the SSE or the SZSE and in respect of which an order for sale or purchaseis permitted to be routed through the Northbound link of a Stock Connect arrangement. The
objective of Hong Kong’s Investor Compensation Fund is to provide protection to retailinvestors, whether such protection can extend to a collective investment scheme, such as theUnderlying Fund, is yet to be tested. On the other hand, since the Underlying Fund is carrying
out northbound trading through securities brokers in Hong Kong but not brokers in the PRC,

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they will not be protected by the China Securities Investor Protection Fund (中國證券投資者保護基金) in the PRC.
Differences in Trading Day Risk: Shanghai-Hong Kong Stock Connect and Shenzhen-Hong
Kong Stock Connect will only operate on days when both the PRC and Hong Kong markets
are open for trading. There may be occasions when it is a normal trading day for the PRC
market but the Underlying Fund cannot carry out any China A-shares trading. The Underlying
Fund may be subject to risks of price fluctuations in China A-shares during the time when
Shanghai-Hong Kong Stock Connect or Shenzhen-Hong Kong Stock Connect are not trading
as a result.
3.

Other risks specific to the NGUF - Nikko AM Global Green Bond Fund (i.e. Underlying
Fund of Nikko AM Global Green Bond Fund)
The Underlying Fund may invest in debt securities whose issuers are non-investment grade.
The term "non-investment grade" defines debt securities which are unrated or rated, at thetime of acquisition, BB+/B by Standard and Poor’s or equivalent rating or lower by at least one
recognised rating agency, or in the opinion of the investment manager, are of comparable
quality. Non-investment grade debt securities are considered speculative by traditional
investment standards and may have poor prospects for reaching investment grade standing.
Non-investment grade debt securities are subject to the increased risk of an issuer’s inability
to meet principal and interest obligations. These debt securities may be subject to greater
price volatility due to such factors as specific corporate developments, interest rate sensitivity,
negative perceptions or publicity (whether or not based on fundamental analysis) of themarkets generally and less secondary market liquidity.
The market value of non-investment grade debt securities tends to reflect an individual
country’s developments to a greater extent than that of investment grade debt securities which
react primarily to fluctuations in the general level of interest rates. As a result, the ability of theUnderlying Fund that invests in non-investment grade debt securities to achieve its investment
objectives may depend to a great extent on the investment manager’s judgement concerning
the creditworthiness of the issuers of such debt securities. Issuers of non-investment grade
debt securities may not be able to make use of more traditional methods of financing and theirability to service debt obligations may be more adversely affected than issuers of investment
grade debt securities by economic downturns in the issuing country or its inability to meet
specific projected economic forecasts.
The secondary market for non-investment grade debt securities is concentrated in relatively
few market makers and is dominated by institutional investors. Accordingly, the secondary
market for such securities is not as liquid as, and is more volatile than, the secondary market
for higher-rated debt securities. In addition, market trading volume for such debt securities isgenerally lower and the secondary market for such debt securities could contract underadverse market or economic conditions, independent of any specific adverse changes in thecondition of a particular issuer. These factors may have an adverse effect on the market priceand the Underlying Fund’s ability to dispose of particular portfolio investments. A less liquid
secondary market also may make it more difficult for the Underlying Fund to obtain precise
valuations of the high yield securities in its portfolio.

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The Underlying Fund is subject to market fluctuations and investors may not get back the initialamounts they invested.
In respect of the Underlying Fund’s usage or investment in FDIs, you should note that FDIs
involve risks different from, and in some cases, greater than, the risks presented by more
traditional investments. Some of the risks associated with FDIs are market risk, management
risk, credit risk, liquidity risk, moratorium risk, capital control risk, tax risk and leverage risk.

4.
Swing Pricing Adjustment by the Underlying Funds of Nikko AM Shenton Asia PacificFund, and Nikko AM Global Green Bond Fund
The Underlying Fund may suffer a reduction in value, known as "dilution" when trading the underlying
investments as a result of net inflows or net outflows of the respective Underlying Fund. This is due totransaction charges and other costs that may be incurred by liquidating and purchasing the underlying
assets and the spreads between the buying and selling prices.
In order to counter this effect and to protect shareholders' interests, NGUF may adopt a swing pricing
mechanism as part of its valuation policy. This means that in certain circumstances NGUF may makeadjustments to the net asset value per share to counter the impact of dealing and other costs on
occasions when these are deemed to be significant. This power has been delegated to the
management company, Nikko Asset Management Luxembourg S.A..
If on any Valuation Day (as defined in the NGUF prospectus), the aggregate net investor(s)transactions in the relevant Underlying Fund exceed a pre-determined threshold, the net asset value
per share may be adjusted upwards or downwards to reflect the costs attributable. Typically, suchadjustments will increase the net asset value per share when there are net subscriptions into theUnderlying Fund and decrease the net asset value per share when there are net redemptions out of
the Underlying Fund. NGUF is responsible for setting the threshold, which will be a percentage of the
net assets of the relevant Underlying Fund. The threshold is based on objective criteria such as thesize of the Underlying Fund and the dealing costs for the Underlying Fund, and may be revised fromtime to time.
The percentage by which the net asset value per share is adjusted will be set by NGUF andsubsequently reviewed on a periodic basis to reflect an approximation of current dealing and othercosts. The extent of the adjustment may vary due to different transaction costs in certain jurisdictions
on the sell and the buy side. The maximum swing factor will not exceed 3% of the original net asset
value per share in normal market circumstances.
In exceptional market circumstances, such as high market volatility, disruption of markets or slowdownof the economy caused by terrorist attack or war (or other hostilities), a serious pandemic or a natural
disaster (such as a hurricane or a super typhoon), this maximum level may be increased up to 5% on
a temporary basis to protect the interests of shareholders of NGUF.
The net asset value per share of each share class in the relevant Underlying Fund will be calculated
separately but any adjustment will be made on Underlying Fund level and in percentage terms, equallyaffecting the net asset value per share of each share class. If swing pricing is applied to the Underlying
Fund on a particular Valuation Day (as defined in the NGUF prospectus), the net asset value
adjustment will be applicable to all transactions placed on that day.

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Investors are advised that as a consequence of the application of swing pricing, the volatility of theUnderlying Fund's net asset value may be higher than the volatility of the Underlying Fund's underlying
portfolio.

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Appendix 3
Risks Specific to Schemes investing into the mainland China onshore market(a)Overview of Investment in the China Interbank Bond Market via Northbound Trading
Link under Bond Connect

Bond Connect is an initiative launched in July 2017 for mutual bond market access between Hong
Kong and mainland China (“Bond Connect”) established by China Foreign Exchange Trade System& National Interbank Funding Centre (“CFETS”), China Central Depository & Clearing Co., Ltd,
Shanghai Clearing House, Hong Kong Exchanges and Clearing Limited and Central Moneymarkets
Unit.
Under the prevailing regulations in mainland China, eligible foreign investors (such as the Managers)
will be allowed to invest in the bonds circulated in the China Interbank Bond Market through thenorthbound trading of Bond Connect (“Northbound Trading Link”). There will be no investment quota
for the Northbound Trading Link.
Under the Northbound Trading Link, eligible foreign investors are required to appoint the CFETS orother institutions recognised by the People’s Bank of China (“PBOC”) as registration agents to apply
for registration with the PBOC.
Pursuant to the prevailing regulations in mainland China, an offshore custody agent recognised by theHong Kong Monetary Authority (currently, the Central Moneymarkets Unit) shall open omnibus
nominee accounts with an onshore custody agent recognised by the PBOC (currently, the China
Central Depository & Clearing Co., Ltd and Shanghai Clearing House). All bonds traded by eligible
foreign investors will be registered in the name of Central Moneymarkets Unit, which will hold suchbonds as a nominee owner.
(b)

Risks associated with the China Interbank Bond Market via Bond Connect

In addition to the risks associated with the Chinese market and risks related to investments in RMB,
investments via Bond Connect are subject to additional risks.
Market volatility and liquidity 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 Schemes investing in such market are therefore subject to volatility andliquidity risks. The bid and offer spreads of the prices of such securities may be large, and the Schemes
may therefore incur significant trading and realisation costs and may even suffer losses when sellingsuch investments.
Settlement, clearing and custody risk
To the extent that the Schemes transact in the China Interbank Bond Market, the Schemes may also
be exposed to risks associated with settlement procedures and default of counterparties. A
counterparty which has entered into a transaction with a Scheme may default in its obligation to settle
the transaction.

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Operational risk
For investments via Bond Connect, the relevant filings, registration with the PBOC and accountopening have to be carried out via an onshore settlement agent, offshore custody agent, registration
agent or other third parties (as the case may be). As such, the Schemes are subject to the risks ofdefault or errors on the part of such third parties.
Regulatory risk
Investing in the China Interbank Bond Market via Bond Connect is also subject to regulatory risks. The
relevant rules and regulations on these regimes are subject to change which may have potential
retrospective effect. If the relevant mainland Chinese authorities suspend account opening or tradingon the China Interbank Bond Market, the Schemes’ ability to invest in the China Interbank Bond Market
will be adversely affected. In such event, the Schemes’ ability to achieve their respective investment
objectives will be negatively affected.
Mainland tax considerations
There is not a complete set of specific written guidance by the mainland China tax authorities on thetreatment of income tax and other types of tax payable in respect of trading in the China Interbank
Bond Market by eligible foreign institutional investors via Bond Connect. Hence the Schemes’ tax
liabilities as a result of trading in the China Interbank Bond Market via Bond Connect are uncertain.

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Appendix 4
Risks Specific to Schemes investing in China A-Shares through Shanghai-Hong Kong Stock
Connect and through Shenzhen-Hong Kong Stock Connect (collectively, the “Stock
Connect”)(a)Overview of Investment in China A-Shares through Stock Connect

The Stock Connect is a securities trading and clearing linked program developed by Hong Kong
Exchanges and Clearing Limited (“HKEx”), Shanghai Stock Exchange (“SSE”) / Shenzhen Stock
Exchange (“SZSE”) and China Securities Depository and Clearing Corporation Limited(“ChinaClear”), with an aim to achieve mutual stock market access between mainland China andHong Kong.
The Stock Connect comprises a Northbound Trading Link (as defined below) by which the Scheme
may be able to place orders to trade eligible securities listed on SSE / SZSE (as the case may be).
Under the Stock Connect, overseas investors (including the Scheme) may be allowed, subject to rules
and regulations issued/amended from time to time, to trade certain China A-Shares and eligible
exchange traded funds (“ETFs”) listed on the SSE (the “SSE Securities”) / SZSE (the “SZSE
Securities”) (as the case may be) through the Northbound Trading Link.
The SSE Securities include (i) the constituent stocks of the SSE A Share Index which fulfil all of therelevant criteria at any half-yearly review, monthly review or DVR Stock (means a stock withDifferentiated Voting Rights) review, as the case may be, and (ii) the SSE-listed A-Shares that are notaccepted for Northbound trading by virtue of (i) but which have corresponding H-Shares accepted forlisting and trading on the Stock Exchange of Hong Kong Limited, provided that:•they are not traded on SSE in currencies other than RMB; and•they are not under risk alert.
The SZSE Securities include (i) SZSE-listed A-Shares that are constituent stocks of the SZSE
Composite Index which fulfil all of the relevant criteria at any half-yearly review, monthly review or
DVR Stock review, as the case may be, and (ii) SZSE-listed A-Shares that are not accepted forNorthbound trading by virtue of (i) but which have corresponding H-Shares accepted for listing andtrading on SEHK, provided that:•they are not traded on SZSE in currencies other than RMB; and•they are not under risk alert or under delisting arrangement.
In addition, Hong Kong and overseas investors are able to trade eligible SSE-listed and SZSE-listed
ETFs that satisfy the relevant criteria at a regular review and are accepted as eligible ETFs forNorthbound trading in Stock Connect. Regular reviews will be performed to determine the eligible
ETFs for Northbound trading every six months. The list of eligible securities may be changed subject
to the review and approval by the relevant mainland China regulators from time to time.
(b)

Risks associated with Stock Connect

In addition to the risks associated with the Chinese market and risks related to investments in
Renminbi, investments through the Stock Connect are subject to additional risks.

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Quota limitations
The Stock Connect is subject to quota limitations on investments, which may restrict the Scheme’sability to invest in the eligible securities through the Stock Connect on a timely basis, and the Scheme
may not be able to effectively pursue its investment policy.
Suspension risk
The SEHK and SSE / SZSE (as the case may be) reserve the right to suspend trading if necessaryfor ensuring an orderly and fair market and managing risks prudently. Consent from the relevant
regulator would be sought before a suspension is triggered. Where a suspension in the NorthboundTrading Link is effected, the Scheme’s ability to access the mainland China market (and hence its
ability to pursue its investment strategy) will be adversely affected.
Differences in trading day
The Stock Connect only operates on days when both the mainland China and Hong Kong markets areopen for trading. So it is possible that there are occasions when it is a normal trading day for the
mainland China market but Hong Kong investors (such as the Scheme) cannot carry out any trading
via the Stock Connect. The Scheme may be subject to a risk of price fluctuations in the relevant
securities during the time when the Stock Connect is not trading as a result.
Restrictions on selling imposed by front-end monitoring
Mainland China regulations require that before an investor sells any share, there should be sufficient
shares in the account; otherwise SSE / SZSE (as the case may be) will reject the sell order concerned.
SEHK will carry out pre-trade checking on SSE Securities and SZSE Securities sell orders of its
participants (i.e. the stock brokers) to ensure there is no over-selling.
If the Scheme desires to sell certain China A-Shares it holds, it must transfer those SSE Securities
and/or SZSE Securities (as the case may be) to the respective accounts of its brokers before themarket opens on the day of selling (“trading day”). If it fails to meet this deadline, it will not be able tosell those SSE Securities and/or SZSE Securities (as the case may be) on the trading day. Becauseof this requirement, the Scheme may not be able to dispose of holdings of SSE Securities and SZSE
Securities in a timely manner.
However, the Scheme may request a custodian to open a special segregated account (“SPSA”) in
Central Clearing and Settlement System (“CCASS”) to maintain its holdings in SSE Securities and/or
SZSE Securities under the enhanced pre-trade checking model. Each SPSA will be assigned a unique“Investor ID” by CCASS for the purpose of facilitating the verification of the holdings of an investor
such as the Scheme. Provided that there is sufficient holding in the SPSA when a broker inputs the
Scheme’s sell order, the Scheme will be able to dispose of its holdings of SSE Securities and/or SZSE
Securities (as opposed to the practice of transferring SSE Securities or SZSE Securities to the broker’s
account under the current pre-trade checking model for non-SPSA accounts). Opening of the SPSA
accounts for the Scheme will enable it to dispose of its holdings of SSE Securities and/or SZSE
Securities in a timely manner.
To the extent the Scheme is unable to utilize the SPSA model, it would have to deliver SSE Securities
and/or SZSE Securities to its brokers before the market opens on the trading day. Accordingly, if there
are insufficient SSE Securities and/or SZSE Securities in the Scheme’s account before the market
opens on the trading day, the sell order will be rejected, which may adversely impact its performance.

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Recalling of eligible securities
When a security is recalled from the scope of eligible securities for trading via Stock Connect, thesecurity can only be sold but restricted from being bought. This may affect the investment portfolio or
strategies of the Scheme, for example, when the Managers wish to purchase a security which isrecalled from the scope of eligible securities.
Clearing settlement and custody risks
The Hong Kong Securities Clearing Company Limited, a wholly-owned subsidiary of HKEx ("HKSCC")
and ChinaClear establish the clearing links and each is a participant of each other to facilitate clearing
and settlement of cross-boundary trades. As the national central counterparty of the mainland China’s
securities market, ChinaClear operates a comprehensive network of clearing, settlement and stock
holding infrastructure. ChinaClear has established a risk management framework and measures thatare approved and supervised by the CSRC. The chances of ChinaClear default are considered to be
remote.
Should the remote event of ChinaClear default occur and ChinaClear be declared as a defaulter,
HKSCC’s liabilities in Northbound trades under its market contracts with clearing participants will belimited to assisting clearing participants in pursuing their claims against ChinaClear. HKSCC will ingood faith, seek recovery of the outstanding securities and monies from ChinaClear through available
legal channels or through ChinaClear’s liquidation. In that event, the Scheme may suffer delay in therecovery process or may not be able to fully recover its losses from ChinaClear.
The SSE Securities and SZSE Securities traded through Stock Connect are issued in scripless form,
so investors, such as the Scheme, will not hold any physical shares. Hong Kong and overseas
investors, such as the Scheme, who have acquired SSE Securities / SZSE Securities (as the casemay be) through Northbound trading should maintain the SSE Securities / SZSE Securities (as thecase may be) with their brokers’ or custodians’ stock accounts with the CCASS operated by HKSCC
for the clearing securities listed or traded on SEHK.
Operational risk
The Stock Connect provides a channel for investors from Hong Kong and overseas, such as the
Scheme, to access the mainland China stock market directly. The Stock Connect is premised on thefunctioning of the operational systems of the relevant market participants. Market participants are able
to participate in this program subject to meeting certain information technology capability, risk
management and other requirements as may be specified by the relevant exchange and/or clearing
house.
It should be appreciated that the securities regimes and legal systems of the two markets differ
significantly and in order for the trial program to operate, market participants may need to address
issues arising from the differences on an on-going basis.
Further, the “connectivity” in the Stock Connect program requires routing of orders across the border.
SEHK and SSE/SZSE established mutual order-routing connectivity and related technicalinfrastructure to enable investors of their respective market to trade shares listed on the other’s market.
There is no assurance that the systems of the SEHK and market participants will function properly or
will continue to be adapted to changes and developments in both markets. In the event that the154relevant systems failed to function properly, trading in both markets through the program could be
disrupted. The Scheme’s ability to access the mainland China market (and hence to pursue theirinvestment strategy) will be adversely affected.
Nominee arrangements in holding SSE Securities/SZSE Securities
HKSCC is the “nominee holder” of the SSE Securities / SZSE Securities (as the case may be) acquiredby overseas investors (including the Scheme) through the Stock Connect. The CSRC Stock Connect
rules expressly provide that investors such as the Scheme enjoy the rights and benefits of the SSE
Securities / SZSE Securities (as the case may be) acquired through the Stock Connect in accordancewith applicable laws. The CSRC has clarified in the Frequently Asked Questions published on 15 May
2015 that (i) the concept of nominee shareholding is recognised in mainland China, (ii) overseas
investors shall hold SSE Securities / SZSE Securities (as the case may be) through HKSCC and areentitled to proprietary interests in such securities as shareholders, (iii) mainland China law does not
expressly provide for a beneficial owner under the nominee holding structure to bring legal
proceedings, nor does it prohibit a beneficial owner from doing so, (iv) as long as certification issued
by HKSCC is treated as lawful proof of a beneficial owner’s holding of SSE Securities / SZSE
Securities (as the case may be) under the Hong Kong Special Administrative Region law, it would befully respected by CSRC and (v) as long as an overseas investor can provide evidential proof of directinterest as a beneficial owner, the investor may take legal actions in its own name in mainland China
courts.
Under the rules of the CCASS operated by HKSCC for the clearing of securities listed or traded on
SEHK, HKSCC as nominee holder shall have no obligation to take any legal action or court proceeding
to enforce any rights on behalf of the investors in respect of the SSE Securities / SZSE Securities (asthe case may be) in the mainland China or elsewhere. Therefore, although the Scheme’s ownershipmay be ultimately recognised, the Scheme may suffer difficulties or delays in enforcing their rights in
the relevant securities. Moreover, whether China courts will accept the legal action independently
initiated by the overseas investor with the certification of holding in SSE Securities / SZSE Securities(as the case may be) issued by HKSCC has yet to be tested.
Participation in corporate actions and shareholders’ meetings
HKSCC will keep CCASS participants informed of corporate actions of SSE Securities and SZSE
Securities. Where the articles of association of a listed company do not prohibit the appointment of
proxy/multiple proxies by its shareholder, HKSCC will make arrangements to appoint one or moreinvestors as its proxies or representatives to attend shareholders’ meetings when instructed. Further,investors (with holdings reaching the thresholds required under the mainland China regulations andthe articles of associations of listed companies) may, through their CCASS participants, pass on
proposed resolutions to listed companies via HKSCC under the CCASS rules. HKSCC will pass onsuch resolutions to the companies as shareholder on record if so permitted under the relevant
regulations and requirements.
Hong Kong and overseas investors (including the Scheme) will need to comply with the arrangementand deadline specified by their respective brokers or custodians (i.e. CCASS participants). The time
for them to take actions for some types of corporate actions of SSE Securities and SZSE Securities
may be very short. Therefore, the Scheme may not be able to participate in some corporate actions ina timely manner.

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Investor compensation
Hong Kong’s Investor Compensation Fund is established to pay compensation to investors of any
nationality who suffer pecuniary losses as a result of default of a licensed intermediary or authorised
financial institution in relation to exchange-traded products in Hong Kong. For defaults occurring on orafter 1 January 2020, the Investor Compensation Fund also covers investors’ losses in relation tosecurities traded on a stock market operated by the SSE or the SZSE and in respect of which an orderfor sale or purchase is permitted to be routed through the Northbound link of a Stock Connect
arrangement. The objective of Hong Kong’s Investor Compensation Fund is to provide protection toretail investors, whether such protection can extend to a collective investment scheme, such as the
Scheme, is yet to be tested.
On the other hand, since the Scheme is carrying out Northbound trading through securities brokers inHong Kong but not mainland China brokers, therefore it is not protected by the China Securities
Investor Protection Fund in the mainland China.
Trading costs
In addition to paying trading fees and stamp duties in connection with the trading of SSE Securities
and/or SZSE Securities, the Scheme may be subject to other fees and taxes concerned with income
arising from stock transfers of stocks or ETFs which are determined by the relevant authorities. Further
information about the trading fees and levies is available online at the website:
https://www.hkex.com.hk/mutual-market/stock-connect?sc_lang=en.
Mainland China tax consideration
The Managers reserve the right to provide for tax on gains of the Scheme that invests in mainland
China securities thus impacting the valuation of the Scheme. With the uncertainty of whether and how
certain gains on mainland China securities are to be taxed, the possibility of the laws, regulations andpractice in the mainland China changing, and the possibility of taxes being applied retrospectively, any
provision for taxation made by the Managers may be excessive or inadequate to meet final mainland
China tax liabilities on gains derived from the disposal of mainland China securities. Consequently,
investors may be advantaged or disadvantaged depending upon the final outcome of how such gains
will be taxed, the level of provision and when they purchased and/or sold their shares in/from the
Scheme.
(a) Capital gains
Corporate income tax (“CIT”) and value-added tax (“VAT”) implications
On 14 November 2014, the PRC Ministry of Finance (“MOF”), State Taxation Administration (“STA”)
and China Securities Regulatory Commission (“CSRC”) jointly issued Circular Cai Shui [2014] No.81(“Circular 81”) in relation to the taxation rule on the Shanghai-Hong Kong Stock Connect. Under
Circular 81, corporate income tax, individual income tax and business tax will be temporarily exemptedon gains derived by Hong Kong and overseas investors (such as the Scheme) on the trading of China
A-Shares through the Shanghai-Hong Kong Stock Connect with effect from 17 November 2014.
On 24 March 2016, the MOF and the STA jointly released Circular Cai Shui [2016] No. 36, which
provided that capital gain realised by Hong Kong market investors (such as the Scheme) from thetrading of China A-Shares through the Shanghai-Hong Kong Stock Connect are exempt from VAT
after the business tax to VAT reform with effect from 1 May 2016.

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On 1 December 2016, the MOF, the STA and the CSRC also jointly issued Circular Cai Shui [2016]
No.127 (“Circular 127”) in relation to the taxation rule on the Shenzhen-Hong Kong Stock Connect.
Under Circular 127, corporate income tax, individual income tax and value-added tax will betemporarily exempted on gains derived by Hong Kong market investors (such as the Scheme) on the
trading of China A-Shares through the Shenzhen-Hong Kong Stock Connect with effect from 1
December 2016.
(b) Dividends
VAT implication
Dividend does not fall within the taxable scope of VAT, therefore is not subject to PRC VAT.
CIT implication
Dividends derived by Hong Kong and overseas investors of Shanghai-Hong Kong Stock Connect andShenzhen-Hong Kong Stock Connect from the investment in China A-shares are PRC-sourced
income and should be subject to 10% PRC withholding tax (“WHT”), subject to reduction by applicabledouble tax treaty. Such WHT is withheld by A-share issuers.
Stamp duty
According to the PRC Stamp Duty (“SD”) Law which takes effect on July 1, 2022, SD is imposed on
the sale of securities (including PRC-listed shares or China depository receipts (“CDRs”) with
underlying listed shares) at a tax rate of 0.1% of the sales price. Such SD is only imposed on thetransferor of securities. The clearing house for Stock Exchanges (China Securities Depository andClearing Corporation Limited, “CSDCC”) is responsible for withholding SD on A-shares from the sales
proceeds.
According to Public Notice [2023] No.39 jointly issued by MOF and STA, SD on securities transactions
was reduced by 50% starting from August 28, 2023, i.e. the effective SD rate is 0.05%.
Regulatory risk
The CSRC Stock Connect rules are departmental regulations having legal effect in the mainland
China. However, the application of such rules is untested, and there is no assurance that mainland
China courts will recognise such rules, e.g. in liquidation proceedings of mainland China companies.
The Stock Connect is subject to regulations promulgated by regulatory authorities and implementation
rules made by the stock exchanges in the mainland China and Hong Kong. Further, new regulations
may be promulgated from time to time by the regulators in connection with operations and crossborder legal enforcement in connection with cross-border trades under the Stock Connect.
The regulations are untested so far and there is no certainty as to how they will be applied. Moreover,the current regulations are subject to change which may be retrospective. There can be no assurance
that the Stock Connect will not be abolished. The Scheme which may invest in the mainland China
markets through Stock Connect may be adversely affected as a result of such changes.

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Risks associated with ChiNext market and/or Science and Technology Innovation Board (STAR
Board):
Higher fluctuation on stock prices and liquidity risk
Listed companies on ChiNext market and/or STAR Board are usually of emerging nature with smaller
operating scale. Listed companies on ChiNext market and STAR Board are subject to wider pricefluctuation limits, and due to higher entry thresholds for investors may have limited liquidity, comparedto other boards. Hence, companies listed on these boards are subject to higher fluctuation in stock
prices and liquidity risks and have higher risks and turnover ratios than companies listed on the mainboard.
Over-valuation risk
Stocks listed on ChiNext and/or STAR Board may be overvalued and such exceptionally high valuation
may not be sustainable. Stock price may be more susceptible to manipulation due to fewer circulating
shares.
Differences in regulation
The rules and regulations regarding companies listed on the ChiNext market and STAR Board areless stringent in terms of profitability and share capital than those in the main boards.
Delisting risk
It may be more common and faster for companies listed on ChiNext market and/or STAR Board todelist. ChiNext market and STAR Board have stricter criteria for companies to remain listed comparedto the main boards. This may have an adverse impact on the relevant Scheme if the companies thatit invests in are delisted.
Concentration risk (Applicable to STAR Board)STAR Board is a newly established board and may have a limited number of listed companies during
the initial stage. Investments in STAR Board may be concentrated in a small number of stocks andsubject the fund to higher concentration risk.
Investments in the ChiNext market and/or STAR Board may result in significant losses for the relevant
Scheme and its investor.

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Appendix 5A
PRE-CONTRACTUAL DISCLOSURE TEMPLATE FOR NGUF - NIKKO AM GLOBAL GREEN BOND FUND
Sustainable
investment means
an investment in an
economic activity
that contributes toan environmental orsocial objective,
provided that theinvestment does not
significantly harm
any environmental orsocial objective andthat the investee
companies follow
good governancepractices.

The EU Taxonomy isa classification
system laid down inRegulation (EU)2020/852,
establishing a list ofenvironmentally
sustainableeconomic activities.
That Regulation
does not include alist of sociallysustainableeconomic activities.
Sustainable
investments with anenvironmental
objective might bealigned with theTaxonomy or not.

Template pre-contractual disclosure for the financial products referred to in Article 9, paragraphs 1
to 4a, of Regulation (EU) 2019/2088 and Article 5, first paragraph, of Regulation (EU) 2020/852
Product name: NGUF -Nikko AM Global Green Bond Fund (the “Sub-Fund”)
Legal entity identifier: 549300H7PTHSDK1FMI20

Sustainable investment objective
Does this financial product have a sustainable investment objective?
Yes
It will make a minimum ofsustainable investments with anenvironmental objective: 90%
in economic activities that
qualify as environmentally
sustainable under the EU
Taxonomyin economic activities that do
not qualify as environmentally
sustainable under the EU
TaxonomyNo
It promotes Environmental/Social (E/S)
characteristics and while it does not have as
its objective a sustainable investment, it will
have a minimum proportion of ___% ofsustainable investmentswith an environmental objective in economic
activities that qualify as environmentally
sustainable under the EU Taxonomy
with an environmental objective ineconomic activities that do not qualify asenvironmentally sustainable under the EU
Taxonomywith a social objective

It will make a minimum ofsustainable investments with asocial objective:

It promotes E/S characteristics, but will notmake any sustainable investments

What is the sustainable investment objective of this financial product?
The Sub-Fund seeks to achieve this investment objective by primarily investing in bonds
issued in multiple currencies by Sovereign, Supranational organisations and Agencies(“SSA”) and corporate issuers with its main focus on green bonds issued forenvironmental purposes.

159

Sustainability
indicators measure
how the sustainableobjectives of thisfinancial product are
attained.

The Sub-Fund may also invest in bonds issued for social and sustainability purposes, suchas social bonds, sustainability bonds and sustainability-linked bonds and bonds issued bycompanies that focus on sustainable activities.
The Sub-Fund will invest primarily in the following bonds that are outlined by the ICMA
Bond Principles, namely green bonds, social bonds, sustainability bonds andsustainability-linked bonds.
This framework was reviewed by the Investment Manager and assessed to provide
sufficient comfort and transparency to ensure that bond proceeds will be allocated tosustainable activities and will not generate significant environmental or social harm.
Bonds that do not fall in any of these ICMA categories will be limited to bonds that are
subject to similar internationally recognised standards for sustainable finance disclosures(such as the Green Bond Standard).
The Sub-Fund may also invest in bonds from issuers that derive most or all of theirrevenues from sustainable activities or allocate most of their capital expenditure oroperational expenses to sustainable activities and do not generate significant
environmental or social harm.
The bonds in which the Sub-Fund may invest and which are not issued for any
environmental purpose, will have strong sustainable credentials and are selected basedon sustainable-oriented goal mission statements such as:
•
•
•
•
•

The promotion of equitable and sustainable growth;
The reduction of poverty and inequality in a sustainable, climate friendly way;
The economic and social development of emerging market economies;
The improvement of inclusion and the living conditions of the most vulnerable
populations across Europe;
The promotion of environmentally sound and sustainable development.

The sustainability risks of bond issuers are also monitored by the Investment Manager’s
proprietary ESG scoring methodology which identifies material ESG risk areas of eachbond issuer that requires review.
For more information on the concept of sustainable investment, please refer to thefollowing website: https://emea.nikkoam.com/ucits/nguf

What sustainability indicators are used to measure the attainment of thesustainable investment objective of this financial product?
Sustainable Finance Disclosure Regulation (“SFDR”) sustainability
indicators:

Adverse impact sustainability indicators are reviewed to ensure
investments are performing in line with the depicted proceed uses. A
specific focus is performed on the following indicators:• Scope 1, Scope 2 and total greenhouse gas (“GHG”) emissions• Carbon Footprint160

• GHG Intensity• Amount of non-renewable energy consumption and non-renewable energy
production• Violations of the UN Global Compact principles or the OECD Guidelines forMultinational Enterprises• Absence of policies to monitor compliance with the UN Global Compact
principles or the OECD Guidelines for Multinational Enterprises• Investments not certified as green• Bonds not certified as green

Other sustainability indicators:• Adhering to the International Capital Market Association (“ICMA”) Green Bond
Principles, the ICMA Social Bond Principles, the ICMA Sustainability Bond
Guidelines, the ICMA Sustainability-Linked Bond Principles, the EU Green Bond
Standard, or such other internationally recognised standards for sustainablefinance disclosures that may be applicable.
• Sector of activity from which revenues are generated/to which expenses are
dedicated.
• All indicators published within the independent third-party verification reports.
• Environmental, social and governance (“ESG”) related indicators andcontroversies that have been reported through third party data vendors orcollected by the Investment Manager.
How do sustainable investments not cause significant harm to any
environmental or social sustainable investment objective?
Where the Sub-Fund invests in bonds that adhere to the above defined ICMA
Green Bond Principles, ICMA Social Bond Principles and/or ICMA Sustainability
Bond Guidelines or similar, standards which encourages issuers to have a process
in place to identify mitigants to known material risks of negative social and/or
environmental impacts from the relevant project(s), the Nikko Asset Management
Europe Ltd (defined herein as the “Investment Manager”) will have reviewed theapplicable principles and standards and expect bond issuers to manage material
risks in order to avoid causing undue harm on other environmental or social
objectives.
Where the Sub-Fund invests in bonds that adhere to the above defined ICMA
Sustainability-Linked Bond Principles or similar standards, the Investment Manager
will review whether the ESG key performance indicator targets defined by theissuer are sufficient to ensure that the issuer will not cause undue harm on otherenvironmental or social objectives.
Principal adverse
impacts are themost significant
negative impacts ofinvestment decisions
on sustainability
factors relating toenvironmental,social and employee
matters, respect forhuman rights, anti‐
corruption and anti‐
bribery matters.

Bonds that do not fall in any of these categories will be limited to bonds fromissuers that derive most or all of their revenue from sustainable activities and/or
allocate most or all of their capital expenditure or operational expenses tosustainable activities. Such issuers will have business activities that are exclusively
focused on sustainable activities and are not expected to cause undue harm onother environmental or social objectives.
To ensure its expectations were met, the Investment Manager will also review
third-party verification reports and sustainability indicators to ensure that no
significant harm materialised.

161

How have the indicators for adverse impacts on sustainability factors been taken
into account?
The Investment Manager monitors the below adverse impact indicators to assess
whether investments are performing in line with the Sub-Fund’s sustainable
investment objectives or in the context of the investment process binding limits:
SFDR sustainability indicators
Scope 1 GHG emissions
Scope 2 GHG emissions
Total GHG emissions
Carbon footprint
GHG intensity
Share of non-renewable energy
consumption and non-renewableenergy production
Share of energy from non-renewablesources
Share of investments not certified as
green
Share of bonds not certified as green
Violations of the UN Global Compact
principles or the OECD Guidelines forMultinational Enterprises

How they are taken into accountReviewing whether the investments are
performing in line with depicted proceeds
use.
Reviewing whether the investments are
performing in line with depicted proceeds
use.
Reviewing whether the investments are
performing in line with depicted proceeds
use.
Reviewing whether the investments are
performing in line with depicted proceeds
use.
Reviewing whether the investments are
performing in line with depicted proceeds
use.
Reviewing whether the investments are
performing in line with depicted proceeds
use.
Reviewing whether the investments are
performing in line with depicted proceeds
use.
Binding limit
Binding limit
Binding limit

All other adverse impact indicators are also scrutinized in third party verification or
issuers sustainability reports to ensure that investments do not cause significant
harm to any environmental or social sustainable investment objectives.
How are the sustainable investments aligned with the OECD Guidelines forMultinational Enterprises and the UN Guiding Principles on Business and Human
Rights?
The Investment Manager monitors whether violations of the UN Global Compact
principles or the OECD Guidelines for Multinational Enterprises have beenreported and review them to assess if they caused significant harm to an
environmental or social sustainable investment objective:

162

SFDR sustainability indicators
How they are taken into account
Violations of the UN Global Compact
principles or the OECD Guidelines for
Binding limit
Multinational Enterprises
Absence of policies to monitor
compliance with the UN Global
WarningCompact principles or the OECD
Guidelines for Multinational Enterprises
Does this financial product consider principal adverse impacts on sustainability factors?
Yes
Principle adverse impacts on sustainability factors ("PAIs") are considered at multiple
stages.
For each investment the Investment Manager:•

Ensures that targeted PAIs indicators are available through third party vendors or engages
with the bond issuer in order to collect targeted PAIs indicators (including for example,
Scope 1 and 2 GHG emissions, non-renewable energy consumption or production levels,
share of energy from non-renewable sources);•

Collects certain PAIs indicators (such as the share of investments & bonds not certified as
green);•

Reviews where available independent third-party verification reports and issuer reports
in order to review all other PAIs indicators that are published and may be considered tohave a material impact as further detailed below.

Those PAIs are taken into account in two ways:•

The PAIs indicators are reviewed to assess whether they are coherent with the sustainable
investment objective of the relevant bond issue (ensuring for example for a specific bondthat the share of renewable energy production has increased over time/as proceeds were
invested);•

The PAIs indicators are also reviewed to assess whether they are not harming othersustainability factors in a way that is significant with regards to the benefits achieved andthe mitigating measures that could have been taken.

The information on these principal adverse impacts on sustainability factors will be disclosed
in the audited annual report of Nikko AM Global Umbrella Fund.

No
What investment strategy does this financial product follow?
The Sub-Fund primarily invests in bonds issued by SSAs and corporate issuers with its
main focus on green bonds issued for environmental purposes. The Sub-Fund may also
invest in bonds issued for social and sustainability purposes, such as social bonds,

163

The investment
strategy guides
investment
decisions based on
factors such as
investment
objectives and risk
tolerance.

sustainability bonds, sustainability-linked bonds and bonds issued by companies that
focus on sustainable activities.
The investment strategy used to attain the sustainable investment objective focuses on
the following elements:•

Investing in bonds whose proceeds are tied to environmental projects (and inlimited cases social sustainable investment objectives).

•

Requiring that those bonds adhere to stringent internationally recognised standards
in terms of foreseen proceeds allocation, transparency of investment process,reporting and independent verification requirements. In case a bond issuance does
not rely on such standards, requiring that the bond issuer’s focus is on sustainable
activities.

•

Controlling that the sustainable investment goals are achieved by engaging with theissuers directly, reviewing issuers sustainability reports and independent
verification agency reports, analyzing indicators provided by third party data
providers.

Any other bonds or bonds whose proceeds are invested in violation of the UN Global
Compact principles or the OECD Guidelines for Multinational Enterprises will be
excluded from the investment universe.
What are the binding elements of the investment strategy used to select the investments
to attain the sustainable investment objective?
Green bonds, social bonds and sustainability bonds selected will have to be issued underthe ICMA Green Bond Principles, ICMA Social Bond Principles, ICMA Sustainability Bond
Guidelines or similar internationally recognised standards for sustainable financedisclosures (such as the EU Green Bond Standard) which:•provide a clear description of the projects to be financed (including goals, projected
impacts, sustainable development principles);•demonstrate competent project selection as well as a fully transparent process ofthe management of proceeds;•

provide frequent public reporting including project description, allocation of funds
and environmental impacts (quantified where feasible);•be subject to a verification of the project selection and use of funds performed byan independent third party.

Social bonds will have to fulfil sustainable-oriented goals such as:•

the promotion of equitable and sustainable growth;•

the reduction of poverty and inequality in a sustainable, climate friendly way;•the economic and social development of emerging market economies;•

the improvement of inclusion and the living conditions of the most vulnerable
populations across Europe;•

the promotion of environmentally sound and sustainable development.

Sustainability-linked bonds will have to be issued under the ICMA Sustainability-Linked
Bond Principles or similar internationally recognised standards for sustainable financedisclosures and will have to:

164

•

Select Key Performance Indicators (KPIs) that will allow the Investment Manager tomonitor the bond issuer’s sustainability performance;•

Define Sustainability Performance Targets (SPT) that are meant to be reached by theselected KPIs;•

Not reaching the SPT shall trigger a financial or structural impact (that shall act as
an incentive for the issuer to reach its SPT);•

The issuer shall report regularly on its KPI level and performance against the SPT;•The above process shall be subject to third party verification and the issuance of
publicly available reports;•

The defined KPI and SPT shall allow the financed activities to be considered assustainable and contribute to one of the Sub-Fund’s sustainable investment
objectives.

What is the policy to assess good governance practices of the investee companies?
Good governancepractices include
sound management
structures,
employee relations,
remuneration ofstaff and tax
compliance.

The focus of the Sub-Fund’s strategy is to purchase bonds where the proceeds promotecertain environmental or social characteristics. However, the ability of an issuer to repay its
debt over the long term is a key component of issuers screening and the Investment
Manager intends to avoid purchasing bonds that have the potential to default. Defaults
most often occur when the bond issuer has run out of cash to pay its bondholders, which
may be a result of poor governance.
Consequently, good governance is an important aspect of the analysis of bond issuers by
the Investment Manager, who assesses the good governance of investee companies andissuers by monitoring controversies that may be related to management structures,
employee relations, remuneration of staff and tax compliance, in order to ensure that their
behaviour remains coherent with good governance practices.
While the Investment Manager recognises that Sovereign, Supranational and Agencies
issuers are generally subject to the highest standards when it comes to good governance,
the team also conducts issuer due diligence by utilising third-party reports (such as
independent verification agency reports) and producing internal reports (summarising the
research results). The Investment Manager considers that good governance of these issuers
is an important consideration prior to making any investments, as it wishes to be assured
that these issuers are appropriately capitalised to the extent of callable capital.
From a corporate credit perspective, governance analysis may also affect credit quality.
Investment decisions are therefore supported by company visits from the Investment
Manager. The management's integrity, particularly its reputation, is assessed to identify any
potential significant risks it may cause to the capacity of a company to repay its debt andmaintain its credit quality. The Investment Manager analyses the company's business andany potential expansion strategy and assesses the following: (i) history of rapid growththrough acquisitions; (ii) history of significant premium payment for acquisitions; (iii)
history of businesses expansion outside of core competency; and (iv) history of
restructuring and defaults.

165

What is the asset allocation and the minimum share of sustainable investments?

Asset allocation
describes the shareof investments inspecific assets.

Taxonomy-aligned
activities are
expressed as a shareof:- turnoverreflecting theshare of revenue
from green
activities ofinvesteecompanies- capital
expenditure(CapEx) showing
the green
investments madeby investee
companies, e.g. fora transition to agreen economy.
- operational
expenditure(OpEx) reflecting
green operational
activities ofinvesteecompanies.

#1Sustainable
90%
Investments

Environmental
90 %

Other
90%

#2 Notsustainable
0 - 10%#1 Sustainable
covers sustainable
investments withenvironmental orsocial objectives.
#2 Not sustainable
includesinvestments which
do not qualify assustainable
investments.

Ancillary liquid assets (bank deposits at sight, such as cash held in current accounts with a bankaccessible at any time) and financial derivative instruments including foreign exchange forwards,
swaps & non-deliverable forwards for hedging the Sub-Fund's currency exposure or for efficient
portfolio management are not included in the % of assets out in the table above. These holdings
fluctuate depending on investment flows and are ancillary to the investment policy with minimal orno impact on investment operations.
The asset allocation indicated above is expected under normal market conditions, but investments
included under #2 may be increased temporarily under the conditions as outlined in theinvestment policy of the Sub-Fund.
The Sub-Fund will only invest in bonds that have been assessed to constitute sustainable
investments (#1) and in Money Market Instruments, bank deposits and other eligible liquid assets
as defined in the Sub-Fund’s investment policy for investment and treasury purposes without
being part of the core investment policy (#2).
The Investment Manager expects to invest at least 90% of the Sub-Fund assets in bonds whose useof proceeds include an environmental objective.
The minimum share of investments made for environmental purposes and required to be alignedwith the EU Taxonomy is 0%.
All bonds held by the Sub-Fund will however have to be aligned with the above defined ICMA
categories or bonds that are subject to similar internationally recognised standards for sustainablefinance disclosures (such as the EU Green Bond Standard) or bonds from issuers that are focusedon sustainable activities as defined above and will be subject to due-diligence monitoring to ensurethat they constitute sustainable investments.
How does the use of derivatives attain the sustainable investment objective?
Not applicable.

166

To what minimum extent are sustainable investments with an environmental objective alignedwith the EU Taxonomy?

To comply with
the EU Taxonomy,
the criteria forfossil gas include
limitations onemissions andswitching to fully
renewable power
or low-carbon
fuels by the end of2035. For nuclear
energy, thecriteria include
comprehensive
safety and waste
management
rules.
Enabling activities
directly enable
other activities tomake a substantial
contribution to an
environmental
objective.
Transitional
activities areactivities for which
low-carbon
alternatives are not
yet available ad
among others havegreenhouse gas
emission levels
corresponding to
the best
performance.

The minimum percentage of sustainable investments that the Sub-Fund commits havealigned with the EU Taxonomy is 0%.
Does the financial product invest in fossil gas and/or nuclear energy related activities thatcomply with the EU Taxonomy2?
Yes:
In fossil gas In
X

nuclear energy

No

The two graphs below show in green the minimum percentage of investments that are aligned with
the EU Taxonomy. As there is no appropriate methodology to determine the taxonomy-alignment ofsovereign bonds*, the first graph shows the Taxonomy alignment in relation to all the investments ofthe financial product including sovereign bonds, while the second graph shows the Taxonomy
alignment only in relation to the investments of the financial product other than sovereign bonds.
1. Taxonomy-alignment of investments
including sovereign bonds*

2. Taxonomy-alignment of investments
excluding sovereign bonds*x%x%
Taxonomy-aligned (no fossil,gas & nuclear)

Taxonomy-aligned (no fossil,gas & nuclear)

Non Taxonomy-aligned

100%

Non Taxonomy-aligned

100%This graph represents 80% of the total investments.

*For the purpose of these graphs, ‘sovereign bonds’ consist of all sovereign exposures

What is the minimum share of investments in transitional and enabling activities?

Fossil gas and/or nuclear related activities will only comply with the EU Taxonomy where they contributeto limiting climate change (“climate change mitigation”) and do not significantly harm any EU Taxonomy
objectives – see explanatory note in the left hand margin. The full criteria for fossil gas and nuclear energy
economic activities that comply with the EU Taxonomy are laid down in Commission Delegated Regulation(EU) 2022/1214.
2

167

are
sustainable
investments with anenvironmental
objective that do
not take into
account the criteria
for environmentally
sustainableeconomic activities
under the EU
Taxonomy.

The green bonds in which the Sub-Fund invests are committing to a wide range ofenvironmentally sustainable objectives. There is therefore no specific minimum share ofinvestments in transitional and enabling activities that may be identified.
What is the minimum share of sustainable investments with an environmental objectivethat are not aligned with the EU Taxonomy?
The minimum share of sustainable investments with an environmental objective that are
not aligned with the EU Taxonomy is 90%.
What is the minimum share of sustainable investments with a social objective?
There is no minimum share of sustainable investments with a social objective.
What investments are included under “#2 Not sustainable”, what is their purpose andare there any minimum environmental or social safeguards?
Investments included under “#2 Not sustainable” only include Money Market Instruments,bank deposits and other eligible liquid assets as defined in the Sub-Fund’s investment policy
for investment and treasury purposes without being part of the core investment policy.
As such investments are not expected to cause environmental or social adverse impacts
they are not subject to specific minimum environmental or social safeguards and do notprevent the Sub-Fund from attaining its sustainable investment objective.
Is a specific index designated as a reference benchmark to meet the sustainable
investment objective?
No, the Sub-Fund has not designated an index to meet its sustainable investment
objective.

How does the reference benchmark take into account sustainability factors in a way thatis continuously aligned with the sustainable investment objective?
Not applicable
Reference
benchmarks areindexes to measure
whether the financial
product attains thesustainable
investment objective.

How is the alignment of the investment strategy with the methodology of the index
ensured on a continuous basis?
Not applicable

How does the designated index differ from a relevant broad market index?
Not applicable
Where can the methodology used for the calculation of the designated index be found?
Not applicable

168

www

Where can I find more product specific information online?
More product-specific information can be found on the website:
https://emea.nikkoam.com/ucits/nguf

169

Appendix 5B
PRE-CONTRACTUAL DISCLOSURE TEMPLATE for Nikko AM ASIA EX-JAPAN FUND

Sustainable
investment means
an investment in an
economic activity
that contributes toan environmental orsocial objective,
provided that theinvestment does not
significantly harm
any environmental
or social objective
and that theinvestee companies
follow good
governancepractices.

The EU Taxonomy isa classification
system laid down inRegulation (EU)2020/852,
establishing a list ofenvironmentally
sustainableeconomic activities.
That Regulation does
not lay down a list ofsocially sustainableeconomic activities.
Sustainable
investments with anenvironmental
objective might bealigned with theTaxonomy or not.

Pre-contractual disclosure for the financial products referred to in Article 8, paragraphs 1,
2 and 2a, of Regulation (EU) 2019/2088 and Article 6, first paragraph, of Regulation (EU) 2020/852
Product name:NGUF - Nikko AM Asia ex-Japan Fund (the ‘Sub-Fund’)

Legal entity identifier:2221003RML4HJQUNBT05

Environmental and/or social characteristics
Does this financial product have a sustainable investment objective?
Yes
It will make a minimum ofsustainable investments with anenvironmental objective: ___%
in economic activities that
qualify as environmentally
sustainable under the EU
Taxonomyin economic activities that do
not qualify as environmentally
sustainable under the EU
TaxonomyNo
It promotes Environmental/Social (E/S)
characteristics and while it does not have as
its objective a sustainable investment, it will
have a minimum proportion of ___% ofsustainable investmentswith an environmental objective in economic
activities that qualify as environmentally
sustainable under the EU Taxonomy
with an environmental objective ineconomic activities that do not qualify asenvironmentally sustainable under the EU
Taxonomywith a social objective

It will make a minimum ofsustainable investments with asocial objective: ___%

It promotes E/S characteristics, but will notmake any sustainable investments

170

Sustainability
indicators measure
how theenvironmental orsocial characteristics
promoted by thefinancial product are
attained.

What environmental and/or social characteristics are promoted by this financial
product?
Nikko Asset Management Asia Limited (i.e. the Managers, defined herein as the“Investment Manager”) incorporates the analysis of environmental, social and governance("ESG") factors as part of its investment process and fundamental research.
The Sub-Fund promotes environmental and/or social characteristics through a set of ESG
indicators, binding limits and during its engagement process.
Sustainability indicators, including several of the principal adverse impacts on sustainability
factors ("PAIs") as referred to in Annex I of the SFDR Delegated Act, are considered by theInvestment Manager.
The Investment Manager’s ESG integrated scoring and investment process ensures thefollowing screens are complied with:•

No investments in companies exposed to controversial weapons.

•

No investments in companies involved in tobacco manufacturing.

•No investments in companies that derive more than 30% of their revenue fromthermal coal mining.

The sustainability risks of investee companies are also monitored by the Investment
Manager’s ESG integrated scoring process which identifies and reviews material ESG risk
areas of each company.
The Investment Mananger also reviews Scope 1 and Scope 2 GHG emissions companies thatare considered for investment and ensures that the Sub-Fund’s carbon intensity remains atleast lower than the MSCI AC Asia ex Japan Total Return Net Index’s carbon intensity.
Through the Investment Manager’s engagement process, the Investment Manager also
engages with investee companies on the following where material:•

ESG topics•

Controversies that might arise post-investment•

PAI indicators

What sustainability indicators are used to measure the attainment of each of theenvironmental or social characteristics promoted by this financial product?

Principal Adverse Impact sustainability indicators:••

GHG intensity of investee and benchmark companies (including Scope 1 and Scope
2 GHG emissions)Share of investments in investee companies involved in the manufacture or sellingof controversial weapons (total exclusion)

171

Other sustainability indicators:•
Exposure to thermal coal mining (companies are excluded if revenues exceed 30%)•
Exposure to tobacco manufacturers (total exclusion)•
Controversies related to governance•Controversies related to taxation and accounting•
Controversies related to bribing•
Auditors report opinion
What are the objectives of the sustainable investments that the financial product partiallyintends to make and how does the sustainable investment contribute to such objectives?
Not applicable.
How do the sustainable investments that the financial product partially intends to make,not cause significant harm to any environmental or social sustainable investment
objective?
Not applicable.

The EU Taxonomy sets out a “do not significant harm” principle by which Taxonomy-aligned
investments should not significantly harm EU Taxonomy objectives and is accompanied by
specific EU criteria.
The “do no significant harm” principle applies only to those investments underlying thefinancial product that take into account the EU criteria for environmentally sustainableeconomic activities. The investments underlying the remaining portion of this financial
product do not take into account the EU criteria for environmentally sustainable economic
activities.
Any other sustainable investments must also not significantly harm any environmental orsocial objectives.

172

Does this financial product consider principal adverse impacts on sustainability factors?
Yes
The product takes adverse impacts on sustainability factors within binding elements of its
investment process and engagement:
SFDR sustainability indicators
GHG intensity of investee companies
Share of investments in investee
companies involved in the manufacture or
selling of controversial weapons

The investment
strategy guides
investment
decisions basedon factors such as
investment
objectives andrisk tolerance.

Principal adverse
impacts are the mostsignificant negative
impacts of investment
decisions onsustainability factors
relating toenvironmental, socialand employee
matters, respect forhuman rights, anti‐
corruption and anti‐
bribery matters.

How they are taken into accountBinding limit relative to the Sub-Fund’s
benchmark and thematic engagement.
Binding limit

Scope 1 GHG emissions

Support analysis of GHG intensity measuresand thematic engagement.

Scope 2 GHG emissions

Support analysis of GHG intensity measuresand thematic engagement.

Total GHG emissions

Support analysis of GHG intensity measuresand thematic engagement.

Carbon footprint

Support analysis of GHG intensity measuresand thematic engagement.

The extent to which environmental or social characteristics of the Sub-Fund were met andthe above sustainability impact indicators will be disclosed in the audited annual report of
Nikko AM Global Umbrella Fund.

No
What investment strategy does this financial product follow?
The Sub-Fund’s investment strategy is based on the belief that applying fundamental
research to identify undervalued companies capable of achieving high sustainable returns
and/or benefiting from positive fundamental change will lead to superior investment
performance. The investment process is predominantly bottom-up. Early generation ofideas are taken through a rigorous fundamental analysis to extract the best opportunities.
These opportunities are fed through further analysis and debate to build a concentrated
portfolio which balances the highest conviction sustainable returns and positive
fundamental change at attractive valuations.
As part of the Sub-Fund’s investment process, ESG risk, return analysis and risk
management is integrated into each stage of the process. A core part of the fundamental
analysis is in understanding and scoring companies on material ESG risk and return factors.
ESG analysis is integrated into the whole investment process, with individual analysts
responsible for implementing the Investment Manager’s proprietary ESG scoring.
The belief is that strong/improving ESG fundamentals are essential for achieving sustainablehigher returns. As part of the ESG-integrated process, the Investment Manager identifies

173the opportunities and the risks, and assesses to what extent the risks have been mitigatedthrough engagement with a company’s management. Relative assessment of companies ismade using a proprietary ESG materiality matrix, conceptualised with reference to MSCI’s
Industry Materiality Map and Sustainability Accounting Standards Board standards, withenhancements made to adapt for the complexities of Asian markets.
This process allows, more specifically, to ensure that the Sub-Fund respects the following
enviromental and social characteristics:
A portfolio with lower carbon intensity relative to its benchmark:The GHG intensity of each stock is assessed as part of the Investment Manager’s
fundamental research process.
No investments in companies involved in the manufacture of tobacco:
The Investment Manager will not invest in tobacco manufacturers as defined by a thirdparty data provider.
No investments in companies involved in controversial weapons:
The Investment Manager will not invest in companies exposed to controversial weapons.
No investments in companies that derive more than 30% of their revenue from thermal
coal mining:
The Investment Manager will not invest in companies that derive more than 30% revenue
from thermal coal mining.

What are the binding elements of the investment strategy used to select the investments toattain each of the environmental or social characteristics promoted by this financial product?
••••

The Sub-Fund’s GHG intensity will be lower than MSCI AC Asia ex Japan Total Return Net Index’s
GHG intensity
No investment in controversial weapons
No investment in tobacco manufacturers
No investment in companies that derive more than 30% of their revenue from thermal coalminingWhat is the committed minimum rate to reduce the scope of the investments considered prior to
the application of that investment strategy?
Good governancepractices include
soundmanagement
structures,
employeerelations,
remuneration ofstaff and tax
compliance.

Although the Sub-Fund has filters to ensure it does not invest in companies that are incompatible
with the environmental and social characteristics it promotes, it does not commit to a minimum
rate of investment scope reduction.
What is the policy to assess good governance practices of the investee companies?
A key focus of the Sub-Fund’s strategy is the integration of ESG as a core component offundamental analysis, as a way to reduce ESG-related risk and identify opportunities. The
Investment Manager identifies investment opportunities through bottom-up research and an in-174house proprietary ESG scoring methodology that assesses companies’ ESG-related risks andopportunities as part of its fundamental analysis.

Asset allocation
describes theshare ofinvestments inspecific assets.

A company’s ability to sustain long-term shareholder value is a key consideration when identifying
investment opportunities. The Investment Manager finds that this is demonstrated most robustly bycompanies and management teams with strong governance. As part of the Investment Manager’s
ESG-integrated research, from the 12 factors across Corporate Governance, Corporate Behaviour,and Governance Opportunities, those material to the investee company are considered, which informthe governance pillar score.
The SFDR requires products classified as Article 8, such as the strategy of Nikko AM Asia ex-Japan
Fund, do not invest in companies which do not follow good governance practices. The SFDR states“Good governance practices include sound management structures, employee relations,
remuneration of staff and tax compliance.” As such the Investment Manager has outlined the SubFund’s Good Governance criteria:
•
•

•

•

Good governance should result in a company providing investors with accurate financial
statements and reports that have been subjected to external audit.
Sound employee relations are integral to the success of a company. The Investment Manager
believes that good governance results in sound employee relations and high sustainable returns.
Companies should not violate Principle 5 of the UN Global Compact principles, with regard tolabour relations.
The Investment Manager believes that a company should have appropriate compensation
disclosures. A company should also maintain an appropriate pay structure with an emphasis on
long-term shareholder value.
Companies that significantly breach tax regulation do not demonstrate good governance. The
Investment Manager believes adherence to the appropriate tax laws is important.

How does the Investment Manager apply good governance?
Research
All companies are assessed using the same in-house proprietary ESG-integrated research framework basedon the Investment Manager’s ESG materiality matrix to assess the most relevant risks and opportunities foreach respective company. Issues are deemed material when they may have a material impact on ashareholder’s return.
The process to assess good governance is considered as part of the existing sustainability risk integration
process.
Engagement
Should a company, at any point, not fulfil good governance criteria, the Investment Manager would engage
with management, seek commitments from companies to address concerns raised and subsequently monitor
these issues and the company’s progress. Should the company not be responsive to engagement or respondto the engagement negatively, they will be flagged as being not investable or be divested from at the next
available opportunity.
What is the asset allocation planned for this financial product?

175

The negative screens that are applied to the Sub-Fund’s investment universe will bemonitored on an ongoing basis.
By selecting companies from this adjusted investment universe, the Sub-Fund will aim todeliver its financial investment objective by ensuring that the Sub-Fund’s GHG intensity
remains lower than its benchmark, being the MSCI AC Asia ex Japan Total Return Net Index.

The Sub-Fund will therefore always be fully invested in line with its negative screens andrelative carbon emissions binding limit.

#1Aligned with E/Scharacteristics

Taxonomy-aligned
activities are
expressed as a shareof:- turnoverreflecting theshare of revenue
from green
activities ofinvesteecompanies- capital
expenditure(CapEx) showing
the green
investments madeby investee
companies, e.g. fora transition to agreen economy.
- operational
expenditure(OpEx) reflecting
green operational
activities ofinvesteecompanies.

90%
Investments#2 Other
0-10%#1 Aligned with E/S characteristics includes the investments of the financial product used to attain theenvironmental or social characteristics promoted by the financial product.

#2Other includes the remaining investments of the financial product which are neither aligned with theenvironmental or social characteristics, nor are qualified as sustainable investments.

Other investments will only include cash and other ancillary liquid assets such as Money
Market Instruments and bank deposits.
How does the use of derivatives attain the environmental or social characteristics
promoted by the financial product?
Not applicable.

176

To comply with
the EU
Taxonomy, thecriteria for fossil
gas include
limitations onemissions andswitching to
renewable
power or lowcarbon fuels by
the end of 2035.
For nuclear
energy, thecriteria include
comprehensive
safety and waste
management
rules.
Enabling activities
directly enable
other activities tomake a substantial
contribution to an
environmental
objective.
Transitional
activities areactivities forwhich lowcarbon
alternatives are
not yet available
and amongothers havearesustainablegreenhousegas
investmentswith anemission levels
environmental
corresponding
objectivethat doto the best
performance.
nottake into
account the criteria
foreconomic
environmentally
sustainable
activities under
economic
activities
the EU Taxonomy.
under the EU
Taxonomy.

To what minimum extent are sustainable investments with an environmental objectivealigned with the EU Taxonomy?
The Sub-Fund does not commit to make sustainable investments and the percentage of
Taxonomy alignment of the Sub-Fund’s portfolio is deemed to constitute 0%.
Does the financial product invest in fossil gas and/or nuclear energy related activities thatcomply with the EU Taxonomy3?

Yes:
In fossil gas

X

In nuclear energy

No

The two graphs below show in green the minimum percentage of investments that are aligned with
the EU Taxonomy. As there is no appropriate methodology to determine the taxonomy-alignment ofsovereign bonds*, the first graph shows the Taxonomy alignment in relation to all the investments ofthe financial product including sovereign bonds, while the second graph shows the Taxonomy
alignment only in relation to the investments of the financial product other than sovereign bonds.
1. Taxonomy-alignment of investments
including sovereign bonds*

2. Taxonomy-alignment of investments
excluding sovereign bonds*x%
Taxonomy-aligned (no fossil,gas & nuclear)
Non Taxonomy-aligned

x%Taxonomy-aligned (no fossil,gas & nuclear)

100%

Non Taxonomy-aligned

100%This graph represents 100% of the total investments.

*For the purpose of these graphs, ‘sovereign bonds’ consist of all sovereign exposures

What is the minimum share of investments in transitional and enabling activities?
Not applicable

Fossil gas and/or nuclear related activities will only comply with the EU Taxonomy where they contributeto limiting climate change (“climate change mitigation”) and do not significantly harm any EU Taxonomy
objectives – see explanatory note in the left hand margin. The full criteria for fossil gas and nuclear energy
economic activities that comply with the EU Taxonomy are laid down in Commission Delegated Regulation(EU) 2022/1214.
3

177

What is the minimum share of sustainable investments with an environmental objectivethat are not aligned with the EU Taxonomy?
Not applicable
What is the minimum share of socially sustainable investments?
Not applicable
What investments are included under “#2 Other”, what is their purpose and are there any
minimum environmental or social safeguards?
This Sub-Fund may hold ancillary liquid assets (including cash, money market instruments
and bank deposits) in order to manage its day-to-day operations (inflows and outflows or
expenses) and when it is deemed to be in the best interests of the shareholders as a resultof market circumstances. As such ancillary liquid assets are not expected to cause
environmental or social adverse impacts they are not subject to specific minimum
environmental or social safeguards.
The Sub-Fund may use financial derivative instruments for the purpose of hedging andefficient portfolio management.
Is a specific index designated as a reference benchmark to determine whether thisfinancial product is aligned with the environmental and/or social characteristics that it
promotes?
N/A

Reference
benchmarks areindexes tomeasure whether
the financial
product attains theenvironmental orsocialcharacteristics thatthey promote.

How is the reference benchmark continuously aligned with each of the environmental orsocial characteristics promoted by the financial product?
N/A
How is the alignment of the investment strategy with the methodology of the index
ensured on a continuous basis?
N/A
How does the designated index differ from a relevant broad market index?
N/A
Where can the methodology used for the calculation of the designated index be found?
N/A
Where can I find more product specific information online?
wwwMore product-specific information can be found on the website:
https://emea.nikkoam.com/ucits/nguf

178

GLOSSARY OF TERMS
1.

Definitions and Interpretation
In this Prospectus the following expressions have, except where the context otherwise requires,the meanings respectively shown opposite them:Anti-Dilution Levy

a provision for market spreads (the difference between theprices at which assets are valued and/or bought or sold),
Duties and Charges (as defined in the Deed of the Nikko AM
Asia Investment Funds) and other dealing costs relating to
the acquisition or disposal of the Investments constituting therelevant Deposited Property of a Scheme in the event ofreceipt for processing of large subscription or redemption
requests (as determined at the discretion of the Managers),
including subscriptions and/or redemptions which would be
effected as a result of switching requests made pursuant to
the Deed, or in the event of market dislocations where theliquidity of the Deposited Property of any Scheme (or theliquidity of the deposited property of any Underlying Fund of
a Scheme) is substantially impaired

Appendix or Appendicesan appendix or appendices to this Prospectus

Approved Bankany bank appointed by the CPF Board to be a bank for the
purposes of the CPFIS Regulations

Asian Government

the government of the People’s Republic of China, Hong
Kong SAR, Indonesia, Korea, Malaysia, the Philippines or
Thailand.

ATM

automated teller machine

Auditors

the auditors for the time being of the Schemes

Australian Dollars or AUD or A$ the lawful currency of the Commonwealth of Australia
Business Day

in relation to the Nikko AM Shenton Japan Fund, a day
upon which the Tokyo Stock Exchange and banks in
Singapore are open for business;in relation to the Nikko AM Shenton Income Fund, a day
upon which banks in Singapore are open for business; andin relation to the Nikko AM Shenton Asia Pacific Fund,
Nikko AM Shenton Emerging Enterprise Discovery
Fund, Nikko AM Shenton Thrift Fund, Nikko AM Global
Green Bond Fund, Nikko AM Shenton Short Term Bond
Funds - Nikko AM Shenton Short Term Bond Fund (S$),
Nikko AM Asia Investment Funds - Nikko AM Shenton
Global Property Securities
Fund, Nikko AM Asia

179

Investment Funds - Nikko AM Shenton Asia Dividend
Equity Fund and Nikko AM Asia Investment Funds Nikko AM Shenton Asia Bond Fund, any day (other thanSaturdays, Sundays and public holidays) on which banks
and other financial institutions in Singapore are generally
open for businessCentral Provident Fund Act

the Central Provident Fund Act (Cap. 36) of SingaporeClass

any class within a Scheme which is established pursuant to
the provisions of the relevant Deed and which may bedenominated in Singapore Dollars or US Dollars or such othercurrency as the Managers may from time to time determineClass Currency

the currency of denomination of a Class

Code

the Code on Collective Investment Schemes issued by the
Authority, as may be amended from time to time

Conversion

the realisation of Units of one Sub-Fund and the reinvestment of the proceeds of realisation in Units of another
Sub-Fund and “convert” shall be construed accordingly

Conversion Fee

the fee payable to the Managers upon the Conversion of a Unit
calculated in accordance with the Deed which shall not exceed
the maximum fee stated in this Prospectus where applicable

CPF

the Central Provident FundCPF Board

the Central Provident Fund Board, established pursuant to
the Central Provident Fund Act

CPF Investment Accountan account opened by a member of the CPF with an
Approved Bank in which monies withdrawn from his CPF
ordinary account is deposited for the purpose of the purchaseof Units or Authorised Investments under the CPFISCPF Investment Guidelines

the investment guidelines for unit trusts included under the
CPFIS issued by the CPF Board as the same may be
modified,
re-enacted,
amended,supplementedorreconstituted from time to time

CPFIS

the CPF Investment Scheme (as defined in the CPFISRegulations) or such other scheme as shall replace orsupersede the CPF Investment Scheme

CPFIS Included Schemea Scheme which is included by the CPF Board from time totime for investment by members of the CPF under the CPFISCPFIS – Ordinary Accountthe scheme referred to by the CPF Board as the Central
Provident Fund Investment Scheme – Ordinary Account180

CPFIS – Special Accountthe scheme referred to by the CPF Board as the Central
Provident Fund Investment Scheme – Special Account

CPF monies

monies withdrawn or to be withdrawn from the CPF
Investment Account of the applicant or the Holder (as thecase may be)

CPF ordinary accountthe account referred to by the CPF Board as the ordinaryaccount

CPF special accountthe account referred to by the CPF Board as the special
account

CPFIS Regulations

the Central Provident Fund (Investment Schemes)
Regulations and any terms, conditions or directions as mayfrom time to time be lawfully imposed or given by the CPF
Board, the Minister for Manpower or other relevant
competent authority (including but not limited to the CPF
Investment Guidelines) and shall include the terms andconditions of the CPFIS issued by the CPF Board
thereunder, as the same may be modified, re-enacted,
amended, supplemented or reconstituted from time to time

the Deeds

the trust deeds of the Schemes as they may be amended or
modified from time to time and references to “the Deed” shallbe construed to refer to the trust deed of the relevant Scheme
as it may be amended or modified from time to time

Dealing Day

in relation to the subscription and realisation of Units means aBusiness Day or such other day as provided in the relevant
Deeds

Deposited Property

all of the cash, assets and other property for the time being
comprised in any Scheme or deemed to be held upon thetrusts of the Deed for account of the relevant Scheme, otherthan (in the case of the Nikko AM Global Green Bond Fundand the Nikko AM Shenton Income Fund) any amount for thetime being standing to the credit of the distribution account of
the relevant Scheme (if any) or (in the case of any other
Scheme) any amount for the time being standing to the creditof the trust account of the relevant Scheme which theManagers have determined is to be distributed to the Holdersof that Scheme or any Class of that Scheme (if any)EU

European Union

181

Excluded Investment Productthe meaning as defined in the MAS Notice SFA 04-N12:
Notice on the Sale of Investment Products and the MAS
Notice FAA-N16: Notice on Recommendations on Investment
Products issued by the Authority, as the same may be
modified, amended or revised from time to time

Gross Investment Sum

the amount paid or to be paid to the Managers or any of its
approved distributors by an applicant (whether or not alreadya Holder of Units) for the subscription or purchase of Units

Gross Realisation Proceeds

the amount derived from multiplying the applicable Realisation
Price and the number of Units which a Holder has requested
to be realisedGroup Trusta unit trust scheme the managers of which:(a)are the Managers or a corporation under their control orunder common control with them or at least 50 per centof the share capital of which is held by a corporation
which is a shareholder of the Managers; and(b)approve the terms of any exchange which may be madepursuant to the provisions of the respective Deeds

Holderin relation to a Unit, the person for the time being entered in
the Register as the holder of that Unit and includes persons
so entered as Joint Holders (as defined in the Deeds)

Initial Sales Chargea charge upon the issue of Units of such amount as theManagers may from time to time determine generally or in
relation to any specific transaction or class of transactions fora Scheme, being a percentage of the Gross Investment Sum,
which shall not exceed the maximum charge for that Scheme
as stated in this Prospectus

Issue Pricein relation to the initial issue of Units, shall be such price per
Unit as the Managers may determine and in relation tosubsequent issue of Units, the issue price per Unit, calculated
in accordance with paragraph 8.5 of this Prospectus

Japanese Yen or JPY

the lawful currency of Japan

Management Fee

the remuneration of the Managers in relation to each Schemeor Class, being a percentage of the Value or Net Asset Value(whichever as may be provided in the relevant Deed) of the
Deposited Property of the Scheme or the proportion of the
Deposited Property of the Scheme attributable to the Class (asthe case may be), which shall not exceed the maximum fee
stipulated in this Prospectus

182

Minimum Holding

in relation to each Scheme or Class, such remaining numberof Units or such aggregate value of Units in the relevant
Scheme or Class (based on the price at which the Units weresubscribed for) as determined in accordance with the relevant
Deed, either generally nor in any particular case or cases,
which must be held after a partial realisation of Units in therelevant Scheme or Class

Minimum Initial Investment

in relation to each Scheme or Class, an initial application forsuch number of Units in the relevant Scheme or Class or an
initial application of such amount as the Managers may fromtime to time determine upon giving prior notice to the Trustee

Minimum Realisationin relation to each Scheme or Class, such number of Units
which must be realised on a partial realisation of Units in therelevant Scheme or Class as the Managers may from time totime determine upon giving prior notice to the Trustee

Minimum Subsequent Investment in relation to each Scheme or Class, such amount as theManagers may from time to time determine upon giving priornotice to the Trusteemonth

a calendar month

Moody’s

Moody’s Investors Service, Inc., U.S.A.

NAV

net asset value

Net Asset Value

except where otherwise expressly stated, means in relation
to any Unit, the net asset value per Unit and in relation to the
Deposited Property, the total net asset value of the
Deposited Property determined in accordance with the Deedprescribed
products

capitalmarkets

the meaning as set out in the Securities and Futures(Capital Markets Products) Regulations 2018 issued by the
Authority, as the same may be modified, amended orrevised from time to time

Realisation Chargea charge upon the realisation of Units of such amount as theManagers may from time to time determine generally or in
relation to any specific transaction or class of transactions (asthe case may be) for a Scheme, being a percentage of theGross Realisation Proceeds which shall not exceed the
maximum charge for that Scheme as stated in this Prospectus

Realisation Pricein relation to each Scheme, the realisation price per Unit
calculated in accordance with paragraph 11.4 of thisProspectus

Registerthe register of Holders of each Scheme

Registrar

the registrar for the time being for the Schemes

183

Relevant Participating Bankany bank in Singapore which the Managers may, after giving
written notice to the Trustee, specify for the purpose ofparagraph 8.1 of this Prospectus

Relevant Parties

the Managers, the Trustee, relevant authorities and any otherperson to whom the Relevant Participating Bank or approved
distributor deems it necessary to disclose information about an
investor’s bank or CPF accounts for the purpose ofparagraphs 8.1(e) or 8.1(f) of this Prospectus

Renminbi or RMB

the lawful currency of the People’s Republic of China

Securities and Futures Act

the Securities and Futures Act 2001 and the regulations
issued pursuant to it as they may be amended or modified
from time to time

Singapore Dollars or SGD or S$ the lawful currency of the Republic of Singapore
SRS

the scheme referred to by the Ministry of Finance as the
Supplementary Retirement Scheme or such other scheme
as shall replace or supersede the Supplementary Retirement
Scheme from time to timeSRS Accountan account opened by an investor pursuant to the SRS witha bank which has been approved as an SRS Operator by the
Ministry of Finance

SRS monies

monies withdrawn or to be withdrawn from the SRS Accountof the applicant or Holder (as the case may be)

SRS Operator

the bank with which an investor or Holder has opened an SRS
Account

Standard and Poor’sStandard & Poor’s Corporation, U.S.A

Sub-Fund(s)Schemes which are unit trusts established as sub-funds of therespective umbrella structures details of which are set out inthis Prospectus

Trustee’s Fee

the remuneration of the Trustee in relation to each Scheme,(being a percentage of the Net Asset Value of the Deposited
Property of that Scheme, which shall not exceed the maximum
fee stipulated in this Prospectus

Unit

the nature of the interest issued to investors, being an
undivided share in the relevant Deposited Property for each
Scheme which includes a fraction of a Unit

US Dollars or USD or US$

the lawful currency of the United States of America

184

Valuation Point

7.00 a.m. Singapore time on the Business Day following therelevant Dealing Day or such other time as the Managers
may after consultation with, or with the approval of (as thecase may be), the Trustee from time to time determine andin the event of any change in the Valuation Point, notice ofsuch change shall be given by the Managers to the Holders
if required by the Trustee

Valuewith reference to the Deposited Property of any Scheme a partof such Deposited Property or any investment comprised in it,
its net asset value or value determined in accordance with theprovisions of the relevant DeedYeara calendar year

185

NIKKO ASSET MANAGEMENT ASIA LIMITED•NIKKO AM SHENTON ASIA PACIFIC FUND•NIKKO AM SHENTON EMERGING ENTERPRISE DISCOVERY FUND•NIKKO AM SHENTON JAPAN FUND•NIKKO AM SHENTON THRIFT FUND•NIKKO AM GLOBAL GREEN BOND FUND•NIKKO AM SHENTON INCOME FUND•NIKKO AM SHENTON SHORT TERM BOND FUNDSNIKKO AM SHENTON SHORT TERM BOND FUND (S$)•

NIKKO AM ASIA INVESTMENT FUNDSNIKKO AM SHENTON ASIA DIVIDEND EQUITY FUNDNIKKO AM SHENTON GLOBAL PROPERTY SECURITIES FUNDNIKKO AM SHENTON ASIA BOND FUND
BOARD OF DIRECTORS

Signed:Signed:_________________________________
Seet Oon Hui Eleanor
Director
Signed:_________________________________
Yutaka Nishida
Director(Signed by Seet Oon Hui Eleanor for and on
behalf of Yutaka Nishida)
Signed:_________________________________
Hiroshi Yoh
Director(Signed by Seet Oon Hui Eleanor for and on
behalf of Hiroshi Yoh)_________________________________
Allen Yan
Director(Signed by Seet Oon Hui Eleanor for and on
behalf of Allen Yan)

Replacement Prospectus lodged on or around 10 October 2024

This page has been intentionally left blankThis page has been intentionally left blank12 Marina View, #18-02, Asia Square Tower 2,
Singapore 018961
Website: www.nikkoam.com.sg
Company Registration Number: 198202562H