Prospectus

Dated 26 April 2016

 Nikko AM Singapore stI etF

VIII
Application was made to the Singapore Exchange Securities Trading Limited ("SGX-ST") on
25 September 2008 for permission to list and deal in and for quotation of all the Units of the
NIKKO AM SINGAPORE STI ETF (the "Fund") which may be issued from time to time. Such
permission has been granted by SGX-ST and the Fund has been admitted to the Official List
of the SGX-ST. SGX-ST assumes no responsibility for the correctness of any of the
statements made or opinions expressed in this Prospectus or any of the reports referred to in
this Prospectus and admission to the Official List is not to be taken as an indication of the
merits of the Fund or its Units.
If you are in any doubt about this Prospectus, you should consult your stockbroker, solicitor,
professional accountant or other professional adviser.

_____________________________________________________________________________

NIKKO AM SINGAPORE STI ETF

a Singapore unit trust authorised under
Section 286 of the Securities and Futures Act, Chapter 289 of Singapore

PROSPECTUS REQUIRED PURSUANT TO DIVISION 2

OF PART XIII OF THE SECURITIES AND FUTURES ACT,
CHAPTER 289 OF SINGAPORE

_____________________________________________________________________________

1
 NIKKO AM SINGAPORE STI ETF

MANAGER SOLICITORS TO THE MANAGER

Nikko Asset Management Asia Limited Allen & Gledhill LLP

12 Marina View One Marina Boulevard
#18-02, Asia Square Tower 2 #28-00
Singapore 018961 Singapore 018989
Company Registration No. 198202562H

TRUSTEE & REGISTRAR SOLICITORS TO THE TRUSTEE

HSBC Institutional Trust Services (Singapore) WongPartnership LLP

Limited 12 Marina Boulevard
21 Collyer Quay #13-02 Level 28
HSBC Building Marina Bay Financial Centre Tower 3
Singapore 049320 Singapore 018982
Company Registration No. 194900022R

AUDITORS CUSTODIAN

PricewaterhouseCoopers LLP The Hongkong and Shanghai Banking

8 Cross Street Corporation Limited
#17-00 PWC Building 1 Queen’s Road Central, Hong Kong
Singapore 048424

2
 NIKKO AM SINGAPORE STI ETF

This Prospectus describes and offers for sale in Singapore units in the Nikko AM Singapore STI ETF
(the "Fund"), a unit trust established under Singapore law by a trust deed dated 30 October 2008
between DBS Asset Management Ltd (now known as Nikko Asset Management Asia Limited) (the
"Manager") and HSBC Institutional Trust Services (Singapore) Limited (the "Trustee") (as amended
from time to time) (the "Trust Deed"). You should be aware of certain risks relating to an investment
in the Fund. See the section entitled "Risks" as described in paragraphs 17 and 18 of this Prospectus.

The Fund's investment objective is to replicate as closely as possible, before expenses, the
performance of the Straits Times Index (STI) or, upon the Manager giving three (3) months' prior
written notice to the Trustee and the Holders, such other index which tracks the performance of
Singapore listed equity securities. There can be no assurance that the Fund will achieve its
investment objective. The Manager will seek to achieve this objective by investing all, or substantially
all, of the Fund's assets in Index Shares in substantially the same weightings as reflected in the Index.

The units of the Fund, called "Units" throughout this Prospectus, have been listed on the Singapore
Exchange Securities Trading Limited ("SGX-ST"). Units are traded on SGX-ST at market prices
throughout the trading day. Market prices for Units may, however, be different from their net asset
value ("NAV"). Listing for quotation of the Units on the SGX-ST does not guarantee a liquid market for
the Units.

The collective investment scheme offered in this Prospectus is an authorised scheme under the
Securities and Futures Act (Chapter 289 of Singapore) (the "Securities and Futures Act"). A copy 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, or any other
legal or regulatory requirements have been complied with. The Authority has not, in any way,
considered the investment merits of the collective investment scheme.

This Prospectus does not constitute an offer or solicitation 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 only be used in connection with the offering of Units as contemplated herein.

The directors of the Manager (the "Directors") collectively and individually accept full responsibility for
the accuracy of the information given in this Prospectus and confirm after making all reasonable
enquiries that, to the best of their knowledge and belief, this Prospectus constitutes full and true
disclosure of all material facts about the Fund and the Manager, and the Directors are not aware of
any facts the omission of which would make any statement in this Prospectus misleading. Where
information in this Prospectus has been extracted from published or otherwise publicly available
sources or obtained from a named source, the sole responsibility of the Directors has been to ensure
that such information has been accurately and correctly extracted from those sources and/or
reproduced in this Prospectus in its proper form and context.

You should seek professional advice to ascertain (a) the possible tax consequences, especially in
connection with the receipt of any distributions intended to be made by the Fund, (b) the legal
requirements which may be relevant to the subscription, holding or disposal of Units and (c) any
foreign exchange restrictions or exchange control requirements which you may encounter under the

3
laws of the country of your citizenship, residence, domicile and which may be relevant to the
subscription, holding or disposal of Units.

Unless otherwise stated, all terms not defined herein have the same meanings as used in the Trust
Deed.

You should direct all enquiries about the Fund to the Manager.

Personal Data Protection

You consent and acknowledge that any personal data provided to the Manager, the Trustee, the
Custodian, the Registrar and/or such other appointed representatives, agents and/or service
providers of the Manager and/or each of their affiliates and related corporations (as defined under
Section 6 of the Companies Act, Chapter 50 of Singapore) (“Recipients”, each a “Recipient”)
whether directly or through appointed agents or Participating Dealers or otherwise collected by a
Recipient or on behalf of a Recipient (by any person including but not limited to the Central Depository
(Pte.) Limited) in connection with the subscription for Units, including any personal data relating to
third party individuals (e.g. beneficial owners, directors or authorised signatories of investors who are
not individuals) (“Data”) may be collected, used and disclosed by a Recipient for the following
purposes: (i) updating and maintaining the register of unitholders of the Fund; (ii) processing
instructions or trades of investors or persons acting on behalf of investors; (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 laundering and countering the
financing of terrorism and the carrying out of audit checks, surveillance and investigation; (iv)
preventing, detecting and investigating crime, offence or unlawful activity including but not limited to
fraud, money-laundering, terrorist financing and bribery, and analysing and managing commercial
risks; (v) complying with any applicable treaty or agreement with or between Singapore and a foreign
jurisdiction; (vi) fulfilling a judgment or order of court or of any other tribunal within Singapore and in
an applicable foreign jurisdiction; (vii) providing client-related services, including providing customer
support, responding to queries or feedback given by investors or persons acting on behalf of
investors, and generating, communicating with and disseminating notices, reports, correspondence,
statements, invoices, confirmations and advices to investors or persons acting on behalf of investors;
(viii) verifying the identity of investors or persons acting on behalf of investors; (ix) reviewing and
approving investors’ account(s), and the conduct of initial and anticipatory credit checks and
assessments, relevant checks, ongoing assessment and verification of ongoing credit worthiness and
standing; (x) legal claims, actions or proceedings including but not limited to drafting and reviewing
documents, obtaining legal advice and facilitating dispute resolution or exercising or enforcing the
rights of a Recipient under contract or pursuant to applicable laws and regulations; (xi) administering,
operating, processing or managing the Units or the Fund; (xii) meeting or complying with the
Recipient’s internal policies and procedures; (xiii) handling feedback, queries or complaints; (xiv)
maintaining the security of the Recipient’s premises including but not limited to the use of forms of
surveillance such as security cameras; (xv) facilitating any proposed or actual business assignment,
transfer, participation or sub-participation in any of the Recipient’s rights or obligations in respect of
your relationship with the Recipient; (xvi) all purposes reasonably related to one or more of the
foregoing; and (xvii) conducting general administration in relation to the foregoing. Where you provide
personal data relating to third party individuals to a Recipient, you warrant that 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 consent and
acknowledge to all such collection, use and disclosure on behalf of that 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 an
obligation to make disclosure pursuant to any domestic or foreign legal process, legal obligation or

4
regulatory obligation; (ii) related corporations of the Manager, the Trustee, the Custodian or the
Registrar; and (iii) any agent, contractor or third party service provider who provides administrative,
mailing, data processing, business process, human resource, information technology or other services
to a Recipient in connection with the operation of the business of a Recipient or the administration
and operation of the Fund.
You may, after consenting to the collection, use and disclosure of their Data, withdraw your consent
by giving notice in writing to the Manager, whether directly or through its appointed agents or the
Participating Dealers. You should note that the Manager (in consultation with the Trustee) could deem
a notice of withdrawal of consent submitted by a unitholder to be a request for redemption of all Units
by such unitholder for cash.

You undertake to ensure that all information provided to the Recipient is true, accurate and complete
and that changes to any such information shall be notified to the Recipient in a timely manner.

Foreign Account Tax Compliance

You acknowledge that you shall notify the Manager immediately in writing if you are a US Person or if
you have subscribed for or hold any Units on behalf of any US Person. You shall further notify the
Manager not later than thirty (30) days of any change under FATCA or any laws or regulations that
affects your tax status or the tax status of any US Person on whose behalf you have subscribed for or
hold any Units.
You represent and warrant that you have provided or shall provide to the Manager all documentation
or other information required for compliance with FATCA and in connection with any change in tax
status and shall otherwise provide all required documentation (including the completion of any FATCA
related forms and documents) and other information not later than seven (7) days of any request in
writing by the Manager.
You acknowledge that if you fail to provide accurate and timely information the Manager (in
consultation with the Trustee) has the right to deem you recalcitrant and/or reportable and shall be
entitled to take 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 consent to the collection, storage, and disclosure of any confidential information including
personal data to persons to whom payments are made or from whom payments are received for your
account and to governmental authorities as required by laws and regulations or other agreement by or
between governments pursuant to FATCA. You represent that you have secured from any third party
whose information may be provided to the Manager all necessary consents and/or waivers to permit
the Manager to carry out the actions required pursuant to FATCA, and that you shall secure such
consents and waivers prior to furnishing such information to the Manager.

You acknowledge that the Manager (in consultation with the Trustee) is entitled to take all necessary
action determined by the Manager to be and remain compliant with FATCA as is required by law or
other agreement by or between governments. You authorise the Manager to withhold or otherwise
deduct from any payment any required tax or other government assessment, including but not limited
to any requirement to withhold or deduct an amount pursuant to FATCA.

The Manager (in consultation with the Trustee) shall have the right to determine and carry out any
action which it considers to be appropriate to meet any obligations or requirements, whether in
Singapore 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 investors’
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
and withholding income from investors’ accounts and transferring it to such tax authorities. If there is

5
any doubt as to whether a payment in or out of your account is lawful, the Manager reserves the right
to cease all dealings with you in relation to such account.
For the purposes of this section relating to foreign account tax compliance, the following words and
expressions 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 with
or 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 re-
constituted from time to time.
"US Person" means a United States citizen or resident individual, a partnership or corporation
organised in the United States or under the laws of the United States or any state of the United
States, or a trust if (i) a court within the United States would have authority under applicable law to
render orders or judgments concerning substantially all issues regarding administration of the trust,
and (ii) one or more US Persons have the authority to control all substantial decisions of the trust, or
an estate of a descendent that is a citizen or resident of the United States. This definition shall be
interpreted in accordance with the United States Internal Revenue Code. Please note that persons
who have lost their United States citizenship and who live outside the United States may nonetheless
in some circumstances be treated as US Persons.

6
OVERVIEW OF THE NIKKO AM SINGAPORE STI ETF

The meanings of terms not defined in this section can be found in other sections of this Prospectus or
in the Trust Deed.

NIKKO AM SINGAPORE STI ETF

The Fund is a collective investment scheme authorised under Section 286 of the Securities and
Futures Act (Chapter 289 of Singapore) and is established under the terms of a trust deed dated 30
October 2008 (as amended from time to time) made between DBS Asset Management Ltd (now
known as Nikko Asset Management Asia Limited) as Manager and HSBC Institutional Trust Services
(Singapore) Limited as Trustee.

INVESTMENT OBJECTIVE, FOCUS AND APPROACH

The Fund's investment objective is to replicate as closely as possible, before expenses, the
performance of the Straits Times Index (STI) or upon the Manager giving three (3) months' prior
written notice to the Trustee and the Holders, such other index which tracks the performance of
Singapore listed equity securities. The current benchmark for the Fund is the Straits Times Index
(STI), in total returns. There can be no assurance that the Fund will achieve its investment objective.

The Fund will seek to achieve its investment objective by investing all, or substantially all, of its assets
in Index Shares in substantially the same weightings as reflected in the Index (i.e. using a full
replication strategy). Various circumstances may make it impossible or impracticable to purchase
each component Index Share in the same weightings as reflected in the Index. In those
circumstances, the Manager may employ a combination of one or more investment techniques in
seeking to closely track the Index. In addition, given that Index Shares may be and are added to or
removed from the Index from time to time, the Manager may sell or purchase securities that are not
yet represented in the Index in anticipation of their removal from or addition to the Index.

The Fund is designed for investors who seek an "index-based" approach to investing in a portfolio of
Singapore listed securities in a cost effective and easy to access manner. Units may also be used as
an asset allocation tool or as a trading instrument.

LISTING ON THE SGX-ST

The Fund made an application to the SGX-ST on 25 September 2008 for permission to deal in and for
quotation of all its Units which may be issued from time to time, and the Fund received approval for its
admission to the Official List of the SGX-ST on 20 October 2008. A listing on the SGX-ST is intended
to provide benefits to investors not available in unlisted collective investment schemes. Unlike
conventional unit trusts offered to the public in Singapore which are typically bought and sold only at
closing NAV (which is unknown at the time of dealing), the Fund’s Units will be tradeable on the SGX-
ST throughout the trading day. Units will be quoted and traded on the SGX-ST in board lots of 100
Units.

Units will be transacted on the SGX-ST on a willing-buyer-willing-seller basis, and the trading in the
Units will be in accordance with SGX-ST’s rules and guidelines governing the clearing and settlement
of trades in securities.

7
If you acquire Units directly from a Participating Dealer, you may request the Participating Dealer to
apply to the CDP for your Units to be entered against your name in the depository register in
accordance with the CDP’s terms and conditions for the entering of off-market acquisitions of
securities in its records.

TRADING PRICE OF UNITS INTENDED TO CLOSELY REFLECT NAV PER UNIT

You should note that the Fund is not like a conventional unit trust offered to the public in Singapore in
that the creation and redemption of Units with the Manager are effected by or through Participating
Dealers for account of investors and/or for their own account and may either be made (i) in-kind in
multiples of Creation Units or Redemption Units, or (ii) in cash for 100,000 Units or multiples thereof
(or such other investment amount as may be determined from time to time by the Manager upon
giving prior notice to the Trustee) at each Dealing Day’s NAV. If you wish to purchase or sell less than
100,000 Units, you will have to acquire or dispose of your Units through trading on the SGX-ST.
These features are different from the features of conventional unit trusts where units can be
purchased and redeemed by the investors for cash from the Manager on each Dealing Day in
comparatively smaller multiples of units.

The arrangements for creation and redemption of Units in multiples of Creation Units or Redemption
Units as applicable, or blocks of 100,000 Units by or through Participating Dealers are designed to
protect investors from the adverse effects which arise from frequent cash subscription and redemption
transactions that affect the NAV of conventional unit trusts. It is also designed to help to keep the
trading price of the Units close to the NAV of the Units.

THE MANAGER

1
The Manager, Nikko Asset Management Asia Limited, is part of Nikko Asset Management group , a
leading independent Asian investment management franchise. The Manager has managed collective
investment schemes or discretionary funds in Singapore since 1982.

THE TRUSTEE

The Trustee, HSBC Institutional Trust Services (Singapore) Limited, is a wholly-owned subsidiary of
The Hongkong and Shanghai Banking Corporation Limited. The Trustee is a licensed trust company
under the Trust Companies Act (Chapter 336 of Singapore).

CREATION AND REDEMPTION PROCEDURES

Units bought or sold on the SGX-ST will be transacted on a willing-buyer-willing-seller basis. It is

expected that most of the trading activity in the Units is expected to occur on the SGX-ST. You may
buy or sell Units on the SGX-ST through brokers in the same way as how you may buy or sell shares
in companies listed on the SGX-ST. You may pay for Units that are bought on the SGX-ST with cash
or your CPF monies.

1
Nikko Asset Management group consists of Nikko Asset Management Co., Ltd. and its subsidiaries.

8
Cash Subscription and Redemption

On every Cash Dealing Day, you may apply to the Registrar through the Participating Dealers for the
issue of 100,000 Units (with any additional investments being in multiples thereof) or such other
investment amount as may be determined from time to time by the Manager upon giving prior notice
to the Trustee, by paying cash. The Issue Price for cash subscriptions shall be determined in the
manner described in paragraph 20.1 of this Prospectus.

Requests for subscription of Units in 100,000 Units or multiples thereof (or such other investment
amount as may be determined from time to time by the Manager upon giving prior notice to the
Trustee) using cash must reach the Registrar through Participating Dealers on or before the Dealing
Deadline for the Cash Dealing Day (12 noon (Singapore time) or such other time as the Manager may
determine with the prior approval of the Trustee and prior notification to the Holders at such time and
in such manner as the Trustee may require). If the request for subscription of Units using cash is
received by the Registrar after the Dealing Deadline, it shall be deemed to be received by the
Registrar on or before the Dealing Deadline for the next Cash Dealing Day.

Requests for redemption of Units to be settled in cash shall be for a minimum of 100,000 Units (or
such other number of Units as may be determined from time to time by the Manager upon giving prior
notice to the Trustee) or multiples thereof. The Redemption Price for Units to be settled in cash shall
be determined in the manner described in paragraph 27.1 of this Prospectus. Requests for
redemption of Units to be settled in cash must reach the Registrar through Participating Dealers on or
before the Dealing Deadline for the Cash Dealing Day. If the request for redemption of Units to be
settled in cash is received by the Registrar after the Dealing Deadline, it shall be deemed to be
received by the Registrar on or before the Dealing Deadline for the next Cash Dealing Day.

In-Kind Creation and Redemption

You may apply for creation of Units directly from the Fund by requesting Participating Dealers to apply
to the Registrar on your behalf for the issue of Units on any Dealing Day by tendering Index Shares
and non-Index Shares comprising a Deposit Basket (or multiples thereof) as approved by the
Manager, plus or minus a cash payment as determined by the Manager. Units may only be created in-
kind in Creation Unit size of 500,000 Units or multiples of 500,000 Units. Requests for creation of
Units in-kind may be made by or through Participating Dealers only. Creation Requests received from
Participating Dealers and accepted by the Manager on or before the Dealing Deadline on each
Dealing Day (5.30pm (Singapore time) or such other time as the Manager may determine with the
prior approval of the Trustee and prior notification to the Holders at such time and in such manner as
the Trustee may require) will be processed at that Dealing Day’s Issue Price as calculated in
accordance with paragraph 21.1 of this Prospectus. Creation Requests received from Participating
Dealers after the Dealing Deadline or on a day which is not a Dealing Day shall be deemed to be
received by the Manager on or before the Dealing Deadline for the next Dealing Day.

If you hold Redemption Unit size of 500,000 Units or multiples of 500,000 Units, you may request
Participating Dealers to apply to the Registrar on your behalf for the redemption of Units for the
underlying Index Shares and non-Index Shares comprising a Redemption Basket (or multiples
thereof) as approved by the Manager, plus or minus a cash payment as determined by the Manager.
Units may only be redeemed in-kind in Redemption Unit size of 500,000 Units or multiples of 500,000
Units. Requests for redemption of Units in-kind may be made by or through Participating Dealers only.
Redemption Requests received from Participating Dealers and accepted by the Manager on or before
the Dealing Deadline on each Dealing Day will be processed at that Dealing Day’s Redemption Price

9
as calculated in accordance with paragraph 28.1 of this Prospectus. Redemption Requests received
from Participating Dealers after the Dealing Deadline or on a day which is not a Dealing Day shall be
deemed to be received by the Registrar on or before the Dealing Deadline for the next Dealing Day.

RISKS OF INVESTING IN THE FUND

You should note that there are risks involved in investing in the Units. You should carefully
consider the risk factors described in paragraphs 17 and 18 of this Prospectus together with
all of the other information included in this Prospectus before deciding whether to invest in
Units.

The market price of Units and the NAV per Unit may fall or rise. There can be no assurance that you
will achieve a return on your investment in the Units or a return on capital invested.

Some or all of the principal risks described in this Prospectus may adversely affect the Fund’s NAV,
the Unit’s Issue Price, Redemption Price, trading price, yield, total return and/or the ability of the Fund
to meet its investment objective.

DISCLAIMER BY THE CURRENT LICENSOR PARTIES

The Units are not in any way sponsored, endorsed, sold or promoted by FTSE International Limited
(“FTSE”), the London Stock Exchange Plc (the “LSE”), The Financial Times Limited (“FT”), SPH Data
Services Pte. Ltd. (“SPH”) or Singapore Press Holdings Ltd. (“SGP”) (collectively, the “Licensor
Parties”) and none of the Licensor Parties make any warranty or representation whatsoever,
expressly or impliedly, either as to the results to be obtained from the use of the Straits Times Index
(STI) and/or the figure at which the Straits Times Index (STI) stands at any particular time on any
particular day or otherwise. The Straits Times Index (STI) is compiled and calculated by FTSE. None
of the Licensor Parties shall be liable (whether in negligence or otherwise) to any person for any error
in the Straits Times Index (STI) and none of the Licensor Parties shall be under any obligation to
advise any person of any error therein.

® ® ®
“FTSE ”, “FT-SE ” and “Footsie ” are trade marks of the LSE and the FT and are used by FTSE
under licence. “STI” and “Straits Times Index” are trade marks of SPH and are used by FTSE under
licence. All intellectual property rights in the Straits Times Index (STI) vest in SPH and SGP.

10
 CLEARANCE AND SETTLEMENT

Introduction

The Units are listed, quoted and traded on the SGX-ST. For the purpose of trading on the SGX-ST, a
board lot for the Units will comprise 100 Units.

The Units are traded under the electronic book-entry clearance and settlement system of CDP. All
dealings in and transactions of the Units through the SGX-ST will be effected in accordance with the
terms and conditions for the operation of Securities Accounts, as amended from time to time.

CDP, a wholly-owned subsidiary of Singapore Exchange Limited, is incorporated under the laws of
Singapore and acts as a depository and clearing organisation. CDP holds securities for its
accountholders and facilitates the clearance and settlement of securities transactions between
accountholders through electronic book-entry changes in the Securities Accounts maintained by such
accountholders with CDP.

It is expected that the Units will be credited into the Securities Accounts of applicants for the Units
within three (3) Market Days after the closing date for applications for the Units.

Clearance and Settlement under the Depository System

The Units will be registered in the name of CDP or its nominee and held by CDP for and on behalf of
persons who maintain, either directly or through depository agents, Securities Accounts with CDP.
Persons named as direct Securities Account holders and depository agents in the depository register
maintained by CDP will be treated as Holders in respect of the number of Units credited to their
respective Securities Accounts. You should note that as long as the Units are listed on the SGX-ST,
Units may not be withdrawn from the depository register kept by CDP.

Transactions in the Units under the book-entry settlement system will be reflected by the seller’s
Securities Account being debited with the number of Units sold and the buyer’s Securities Account
being credited with the number of Units acquired and no transfer stamp duty is currently payable for
the transfer of Units that are settled on a book-entry basis.

Units credited to a Securities Account may be traded on the SGX-ST on the basis of a price between
a willing buyer and a willing seller. Units credited into a Securities Account may be transferred to any
other Securities Account with CDP, subject to the terms and conditions for the operation of Securities
Accounts and a transfer fee payable to CDP. All persons trading in the Units through the SGX-ST
should ensure that the relevant Units have been credited into their Securities Account, prior to trading
in such Units, since no assurance can be given that the Units can be credited into the Securities
Account in time for settlement following a dealing. If the Units have not been credited into the
Securities Account by the due date for the settlement of the trade, the buy-in procedures of the SGX-
ST will be implemented.

Clearing Fees

When dealing on the SGX-ST, you will typically not bear any costs related to the creation and
redemption of Units. However, you will need to pay brokers' commissions, clearing fees and other
costs associated with dealing on the SGX-ST. These amounts are subject to your individual
agreement with, and are paid directly by you to, your broker, the CDP and your other service
providers.

11
Dealings in the Units will be carried out in Singapore dollars and will be effected for settlement in CDP
on a scripless basis. Settlement of trades on a normal "ready" basis on the SGX-ST generally takes
place on the third Market Day following the transaction date. CDP holds securities on behalf of
investors in Securities Accounts. You may open a direct account with CDP or a sub-account with any
CDP depository agent. A CDP depository agent may be a member company of the SGX-ST, bank,
merchant bank or trust company.

12
 PROSPECTUS REQUIRED PURSUANT TO DIVISION 2
OF PART XIII OF THE SECURITIES AND FUTURES ACT,
CHAPTER 289 OF SINGAPORE

The Nikko AM Singapore STI ETF (the "Fund") offered in this Prospectus is an authorised scheme
under the Securities and Futures Act. A copy of this Prospectus has been lodged with 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, or any other legal or regulatory requirements have been complied
with. The Authority has not, in any way, considered the investment merits of the Fund. The meanings
of various terms and expressions used in this Prospectus which are not defined herein can be found
in the Trust Deed constituting the Fund.

13
 CONTENTS

PARAGRAPH HEADING PAGE

I BASIC INFORMATION ............................................................................................. 15
II THE MANAGER ........................................................................................................ 15
III THE TRUSTEE & CUSTODIAN ................................................................................ 21
IV OTHER PARTIES ..................................................................................................... 24
V STRUCTURE OF THE SCHEME............................................................................... 25
VI INVESTMENT OBJECTIVE, FOCUS & APPROACH ................................................ 25
VII CPF INVESTMENT SCHEME.................................................................................... 27
VIII FEES AND CHARGES .............................................................................................. 28
IX RISKS ....................................................................................................................... 30
X SUBSCRIPTION OF UNITS ...................................................................................... 35
XI REALISATION OF UNITS ......................................................................................... 40
XII OBTAINING PRICES OF UNITS ............................................................................... 46
XIII SUSPENSION OF DEALINGS .................................................................................. 46
XIV PERFORMANCE OF THE SCHEME ......................................................................... 48
XV SOFT DOLLAR COMMISSIONS/ARRANGEMENTS ................................................ 49
XVI CONFLICTS OF INTEREST ...................................................................................... 50
XVII REPORTS ................................................................................................................. 53
XVIII QUERIES AND COMPLAINTS.................................................................................. 54
XIX OTHER MATERIAL INFORMATION ......................................................................... 54
XX GLOSSARY .............................................................................................................. 71
APPENDIX 1: UNDERLYING INDEX .............................................................................................. 77

14
I BASIC INFORMATION

1. The authorised collective investment scheme offered pursuant to this Prospectus is the Nikko
AM Singapore STI ETF (the "Fund"). The Fund was listed on the SGX-ST on 24 February
2009 and is currently traded on the SGX-ST in Singapore Dollars under the SGX-ST counter
name "NIKKO AM STI ETF" and stock code "G3B" (or such other counter name or stock code
as may be issued by the SGX-ST from time to time).

2. The date of registration of this Prospectus by the Authority is 26 April 2016. This Prospectus
shall be valid for 12 months after the date of registration (i.e., up to and including 25 April
2017) and shall expire on 26 April 2017.

3.1 The Fund is constituted as a stand-alone unit trust in Singapore on 30 October 2008 pursuant
to the trust deed dated 30 October 2008 (the “Original Deed”) made between DBS Asset
Management Ltd (now known as Nikko Asset Management Asia Limited) (the “Manager”) and
HSBC Institutional Trust Services (Singapore) Limited (the "Trustee"). The Original Deed has
been amended by a First Amended and Restated Deed dated 26 October 2009, a Second
Amended and Restated Deed dated 19 September 2011, a First Supplemental Deed dated
17 October 2011 and a Third Amended and Restated Deed dated 29 April 2013, each made
between the same parties (the Original Deed as amended by the First Amended and
Restated Deed, the Second Amended and Restated Deed, the First Supplemental Deed and
the Third Amended and Restated Deed shall be referred to as the "Trust Deed"). You may
inspect a copy of the Trust Deed at the business address of the Manager as indicated in
paragraph 4.1 below.

3.2 You may obtain the latest semi-annual accounts and reports, annual report and audited
financial statements of the Fund from the Manager's website at www.nikkoam.com.sg.

II THE MANAGER

4.1 The Manager is Nikko Asset Management Asia Limited (Company Registration No.:
198202562H). Its registered address and its business address is at 12 Marina View, #18-02,
Asia Square Tower 2, Singapore 018961. The Manager is licensed and regulated by the
Authority. The Manager was incorporated on 11 July 1982 in Singapore. The Manager is part
of Nikko Asset Management group. The issued and paid-up share capital of the Manager is
S$44,000,000. The Manager is responsible for investing the assets of the Fund in accordance
with the Trust Deed.

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

4.3 The other investment funds managed by the Manager include, but are not limited to, the
following:

(i) Nikko AM Shenton Japan Fund

(ii) Nikko AM Shenton Thrift Fund
(iii) Nikko AM Shenton Income Fund
(iv) Nikko AM Shenton Asia Pacific Fund
(v) Nikko AM Shenton Greater China Fund
(vi) Nikko AM Shenton Global Opportunities Fund
(vii) Nikko AM Shenton World Bank Green Bond Fund
(viii) Nikko AM Shenton Emerging Enterprise Discovery Fund

15
 (ix) Nikko AM Shenton Horizon Investment Funds
(x) Nikko AM Shenton Eight Portfolios
(xi) Nikko AM Asia Investment Funds
(xii) Nikko AM Shenton Short Term Bond Funds
(xiii) Nikko AM Asia Healthcare Fund
(xiv) ABF Singapore Bond Index Fund
(xv) Nikko AM China Multi Access Opportunities Fund
(xvi) Nikko AM Asia Limited Investment Series
(xvii) Nikko AM Japan Dividend Equity Fund
(xviii) MSIG Asian Bond Fund
(xix) Nikko AM China Onshore Fund Series
(xx) Nikko AM Global Multi Asset Conservative Fund
(xxi) Nikko AM EG Emerging Markets Multi Asset Fund
(xxii) Nikko AM ASEAN Equity Fund
(xxiii) Nikko AM All China Equity Fund
4.4 The names, descriptions and addresses of all the directors of the Manager are:

(a) David Jonathan Semaya, of Midtown Tower, 9-7-1 Akasaka, Minato-ku, Tokyo, 107-
6242, Japan is a non-executive director of the Manager and the Representative
Director and Executive Chairman of Nikko Asset Management Co., Ltd (“Nikko AM”)
in Japan.

David joined Nikko AM in April 2014, and is primarily responsible for overseeing
corporate governance. He also contributes to overall corporate strategy and builds
the reputation of the business by leveraging his extensive experience and broad
network in the global asset management business.

David most recently worked at Barclays Plc, where he served in various executive
leadership positions since joining the bank in 2004. He was Head of the Wealth
Management business in the United Kingdom and Ireland, Chairman of Barclays
Asset Management Ltd., and Chief Executive Officer of Europe and Asia for Barclays
Global Investors (“BGI”). From 2004 to 2007, David was President of BGI Japan
Trust & Banking Co., Ltd. Prior to that, he was with Merrill Lynch and Co. for 12 years
in a variety of roles in Asset Management and Capital Markets in both New York and
Tokyo. He served as President of Merrill Lynch Investment Managers Japan from
2002 to 2004.

David has served as a Director of the Investment Management Association and the
Wealth Management Association in the United Kingdom and as a Trustee Director for
one of Europe’s largest private pension funds.

David holds a Bachelor of Arts from the University of Florida and a Master of Arts
from Temple University and has completed the Stanford-NUS executive program in
International Management.

David is also a director of Nikko AM, Nikko Asset Management International Limited,
Nikko Asset Management Hong Kong Limited, Affin Hwang Asset Management
Berhad, Nikko AM Global Holdings Limited, Nikko Asset Management Europe Ltd,
Nikko AM Americas Holding Co., Inc., Nikko Asset Management Americas, Inc.,
Nikko AM Limited, Nikko Asset Management New Zealand Limited, Nikko Asset
Management Australia Limited, Nikko AM Equities Australia Pty Limited and
Rongtong Fund Management Co., Ltd..

16
(b) Lim Say Boon, of 12 Marina Boulevard, MBFC Tower 3, Singapore 018982, is a non-
executive director of the Manager.

Say Boon is the Chief Investment Officer (“CIO”) for DBS Bank Ltd (“DBS”), Group
Wealth Management and Private Bank. He is currently also a member of the
Singapore Exchange Securities Trading Limited’s Advisory Committee and a non-
executive director of Changi Airports International Pte Ltd. In a career spanning over
32 years, Say Boon has held senior positions in both banking/finance and the
financial media internationally. Prior to joining DBS, Say Boon was the Chief
Investment Strategist for Standard Chartered Bank, Group Wealth Management and
Private Banking. Over the years, Say Boon has also worked as Director of Research
for Standard Chartered Indonesia, Research Manager for Standard Chartered
Securities Singapore, Regional Research Manager for Societe Generale-Crosby
Securities, Head of Investment Research for the Oversea-Chinese Banking
Corporation and as Director for Citigroup Private Bank.

Say Boon also held senior positions in the financial media in the 1980s, including as
Finance Editor for The Herald-Sun and the Sunday Herald newspapers in Australia.

Say Boon is an economist by training, with a degree from Australia's Monash

University.

(c) V Arivazhagan, of 12 Marina Boulevard, MBFC Tower 3, Singapore 018982, is a non-

executive director of the Manager.

Ari was appointed the Chief Operating Officer of the Consumer Banking & Wealth
Management Group of DBS in August 2014. In this role, he implements DBS’ key
business and operational strategies and works with internal and external partners to
develop a leading, integrated client experience across the bank’s retail and wealth
segments. He was previously Head of Regional Investment and Treasury Products
for the Consumer Banking Group where his team worked with various counterparties
to originate and market product solutions to the different consumer banking and
private banking segments in line with their needs and risk profile.

Prior to joining the Consumer Banking Group in 2009, Ari was the Investment Product
Head for DBS' Private Bank in Hong Kong. Ari began his career with DBS in 1988,
providing advice on Treasury and Markets solutions to corporations and financial
institutions.

Ari holds a Bachelor of Arts in Business Administration from National University of

Singapore and a Master of Business Administration from London Business School.
Ari is also a director of DBS Trustee H.K. (New Zealand) Limited.

(d) Seet Oon Hui Eleanor, of 12 Marina View, #18-02, Asia Square Tower 2, Singapore
018961.

Eleanor joined the Manager in October 2011 as the President and an executive
director of the Manager. She is also the Head of Asia ex-Japan at the Manager and is
responsible for driving the growth of the Manager in the region. Eleanor has spent her
entire career in the asset management industry and has a strong background in the
sales and marketing of investment products.

17
 Prior to joining the Manager, Eleanor held the role of Senior Director for iShares,
Private Wealth Distribution, Asia ex-Japan from 2009. Previously, she spent 12 years
at AllianceBernstein, where she was responsible for building and developing the
firm’s distribution channels and business. She earned her role as Director of South
East Asia with her strong performance in business development and strategic
outlook. 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 and holds NASD certification in Series 6.

Eleanor is also a director of Singapore Consortium Investment Management Limited,

TAAM (Singapore) Pte. Ltd., Nikko Asset Management Hong Kong Limited, Nikko
Asset Management International Limited, Nikko Asset Management (Mauritius) Ltd,
Nikko AM Japan Property Fund I Pte Ltd, Nikko AM Japan Property Fund I-I Pte Ltd
and Nikko AM Japan Property Fund I-II Pte Ltd.

(e) Andrew Ross Long, of Midtown Tower, 9-7-1 Akasaka, Minato-ku, Tokyo, 107-6242,
Japan, is a non-executive director of the Manager.

Ross joined Nikko AM in June 2013 as Chief Legal Officer and as a member of the
senior management team to oversee the global legal functions. His legal and
regulatory experience spans multiple jurisdictions globally and across Asia-Pacific.
Ross has been involved in the law and finance industries since 1983, including more
than 15 years as Group Counsel at a leading investment bank in Hong Kong and
Singapore, where he also held a number of senior management and board member
roles. He sits on Nikko AM boards in Singapore, Hong Kong, London and New York
and is a strong corporate governance advocate known for having instilled a culture of
compliance and corporate governance best practice across global and Asia-Pacific
companies. He is a member of the Singapore Institute of Directors and the Hong
Kong Institute of Directors.

Ross earned his LLB at the University of Western Australia and is admitted to the bar
in Australia and England. He has lived and worked in Australia, Hong Kong and
Tokyo and is fluent in Japanese.

Ross is also a director of RNA Fund Ltd, Treasury Asia Asset Management Limited
and TAAM (Singapore) Pte. Ltd..

(f) Yu-Ming Wang, of Midtown Tower, 9-7-1 Akasaka, Minato-ku, Tokyo, 107-6242,
Japan, is a non-executive director of the Manager.

Yu-Ming has a wealth of experience in the asset management industry with a notable
track record particularly in managing global fixed income. As Nikko AM's Global Head
of Investment, he orchestrates the work of Nikko AM’s global investment team. He
joined Nikko AM as international CIO in January 2013. He assumed the position of
Deputy President in addition to his role as international CIO in April 2014.
He was previously Head of Fixed Income Asia at Manulife Asset Management (Hong
Kong) Limited, where he was responsible for managing a team of fixed income
portfolio managers and research analysts in ten countries. Under his leadership, the
team produced stellar outperformance in pan-Asian bonds and Renminbi bonds and
won several prestigious industry awards.

18
 Yu-Ming started his career as an analyst at M&T Bank in New York City and spent a
number of years in the banking and finance industry before co-founding his own
investment advisory company, Structured Credit Partners LLC, which was later sold
and became a wholly owned subsidiary of Wachovia Corporation (“Wachovia”).
Joining Wachovia as a Managing Director, Yu-Ming created a specialist securitisation
unit in the Fixed Income Division and grew the unit from five employees to more than
120 fixed income professionals in six years. He was then appointed Head of Global
Markets and Investment Banking Asia and relocated from New York City to Hong
Kong to spearhead a number of prominent fund management projects in China, Hong
Kong, Singapore and Taiwan.

Yu-Ming earned his Bachelor’s degree at the Massachusetts Institute of Technology,

and his Master of Business Administration from New York University. He is fluent in
Mandarin Chinese.

Yu-Ming is also a director of Nikko AM Equities Australia Pty Limited.

4.5 The principal officer of the Manager and a key executive of the Manager in relation to the
Fund is Ms Seet Oon Hui Eleanor (whose description may be found in paragraph 4.4(c) of this
Prospectus). The other key executives of the Manager in relation to the Fund are Mr Peter
Sartori and Mr Winston Lum (whose description may be found in paragraph 4.6 of this
Prospectus).

Peter heads the Asian ex-Japan equity team at the Manager. Based in Singapore, he
manages a team of Asian equity specialists and co-manages the Asian regional product.

An investment veteran with over 25 years of fund management experience, Peter joined the
Manager from Treasury Asia Asset Management (“TAAM”) which was acquired by Nikko AM
in 2013. TAAM was launched in 2005 in both Sydney and Singapore by Peter and quickly
gained a reputation as an institutional quality asset manager.

Prior to the establishment of TAAM, Peter was in Australia where he headed Asian equities at
Credit Suisse Asset Management from 2002 to 2004. In 2004, Peter was promoted to be
Head of Australian and Asian Equities. In 2001, before relocating to Australia, Peter joined
Scudder Investments Singapore where he assumed the role of lead portfolio manager for
their Asia Pacific equity products.

Between 1990 and 2000, Peter was with Colonial Investments in various roles. He began his
career in 1990 at Colonial Investments in Melbourne, Australia, where in 1993 he was handed
responsibility for managing Colonial Investments’ Asian equity portfolios. In 1997, he
relocated to Hong Kong establishing Colonial Investments’ first office in the Asian region. In
1998, Colonial Investments was merged into First State Investments. In 1999, Peter played a
key role in Colonial First State’s acquisition of Nicholas Applegate’s Asian business. Following
this acquisition, he relocated to Singapore where he headed the Asian investment team for
the group.

Peter holds a Bachelor of Business from RMIT (Phillip) and is a Fellow of the Financial
Institute of Australia (FINSIA).

4.6 The principal portfolio manager of the Fund is Mr Winston Lum.

Winston Lum is a portfolio manager and senior member of the Asian equity team at the
Manager based in Singapore, with 26 years of experience in the financial industry. He
manages absolute return balanced mandates and relative return mandates for institutional

19
 clients as well as unit trusts. He is also responsible for a major US-based equity advisory
account. Prior to his current appointment, Winston was a senior equity analyst at the
Manager, covering the financial sector (including banks, insurance companies, brokers and
exchanges) in the Asia Pacific region.

Prior to joining the Manager in 2010, Winston spent more than twelve years with Nomura
Research Institute and Nomura Singapore Ltd (collectively referred to as “Nomura”), where
he worked as a senior equity analyst. During his tenure at Nomura, he covered several
sectors but specialised in the financials sector. Prior to that, he was a sell-side analyst with
various brokers and an auditor with Price Waterhouse.

Winston has a Bachelor’s degree in Accountancy from the National University of Singapore
and a Master of Business Administration (Distinction) from the University of Michigan, Ann
Arbor, USA. He is also a Chartered Financial Analyst charterholder.

4.7 The Manager will remain as managers of the Fund until they retire or are removed or replaced
in accordance with the provisions of the Trust Deed.

5. The following is a summary of the provisions in the Trust Deed governing the retirement,
removal and replacement of the Manager:

(i) Subject to applicable laws and the Listing Rules, the Manager may be removed by
notice in writing given by the Trustee:

(a) if the Manager goes into liquidation (other than voluntary liquidation for the
purpose of reconstruction or amalgamation upon terms notified in writing to
the Trustee two (2) months before the effective date of the liquidation) or
shall be adjudged a bankrupt or insolvent or appoints a liquidator or if a
judicial manager or a receiver shall be appointed in respect of the property or
undertaking of the Manager or any part thereof or the Manager is the subject
of any analogous proceedings or procedure in each case under the law of
Singapore or such other law as may be applicable in the circumstances;

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

(c) if the Authority directs the Trustee to remove the Manager.

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

(iii) In the cases contained in paragraphs 5(i) and 5(ii), the Manager shall upon notice by
the Trustee cease to be the Manager and as soon as practicable thereafter the
Trustee shall by writing under its seal appoint as manager some other company
eligible to be the managers of the Fund and acceptable to the Authority and subject to
such company entering into such deed or deeds (being a deed or deeds
supplemental to the Trust Deed) as the Trustee may be advised to be necessary or

20
 desirable to be entered into by such company in order to secure the due performance
of its duties as manager. Nothing in this paragraph 5 shall be construed as
prejudicing the right of the Trustee herein contained to terminate the Fund in any of
the events in which in accordance with the provisions of the Trust Deed the right of
terminating the Fund is vested in the Trustee.

(iv) Upon giving three (3) months’ written notice to the Trustee, the Manager shall have
power to retire in favour of some other company eligible to be the manager of the
Fund in accordance with the Securities and Futures Act and approved by the Trustee
and the Authority upon and subject to such company entering into such deed or
deeds as mentioned in paragraph 5(iii). Upon such deed or deeds being entered into
and upon payment to the Trustee of all sums due by the retiring Manager to the
Trustee under the Trust Deed at the date thereof the retiring Manager shall be
absolved and released from all further obligations under the Trust Deed but without
prejudice to the rights of the Trustee or of any other person in respect of any act or
omission prior to such retirement.

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

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

III THE TRUSTEE & CUSTODIAN

6.1 The Trustee is HSBC Institutional Trust Services (Singapore) Limited (Company Registration
No.: 194900022R) and its registered address is at 21 Collyer Quay #13-02 HSBC Building
Singapore 049320. The Trustee is regulated in Singapore by the Authority. The Trustee was
incorporated on 24 February 1949 in Singapore. The issued share capital of the Trustee is
S$10,300,000 and the paid-up share capital of the Trustee is S$5,150,000. Under the Trust
Deed, the Trustee is responsible for safekeeping of the assets of the Fund. The Trustee does
not have any material conflict of interest with its position as trustee of the Fund.

6.1A The custodian of the Fund (the "Custodian") is The Hongkong and Shanghai Banking
Corporation Limited whose registered office is at 1 Queen’s Road Central, Hong Kong. The
Custodian is regulated by the Hong Kong Monetary Authority and the Securities and Futures
Commission of Hong Kong. The Custodian was incorporated on 14 August 1866 in Hong
Kong.

The Custodian was established and has been based in Hong Kong since 1865, and is a
wholly owned subsidiary of HSBC Holdings plc, the holding company of the HSBC Group.

21
 As at 22 February 2016, the issued and fully paid-up ordinary share capital of the Custodian is
HK$96,052,457,252.50 and the issued and fully paid-up preference share capital of the
Custodian is US$4,703,000,000.

The Custodian is appointed by the Trustee as the global custodian to provide custodial
services to the Fund globally and any custodian fee payable will be borne by the Fund. The
Custodian will remain as custodian of the Fund until its appointment is terminated in
accordance with the terms of its appointment. The Custodian is entitled to appoint sub-
custodians to perform any of the Custodian’s duties in specific jurisdictions where the Fund
invests.

The Custodian is a global custodian with direct market access in certain jurisdictions. In
respect of markets for which it uses the services of selected sub-custodians, the Custodian
shall act in good faith and use reasonable care in the selection and monitoring of its selected
sub-custodians.

The criteria upon which a sub-custodian is appointed is pursuant to all relevant governing
laws and regulations and subject to satisfying all requirements of the Custodian in its capacity
as global custodian. Such criteria may be subject to change from time to time and may
include factors such as financial strength, reputation in the market, systems capability,
operational and technical expertise. All sub-custodians appointed shall be licensed and
regulated under applicable law to carry out the relevant financial activities in the relevant
jurisdiction.

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

(i) The Trustee shall not be entitled to retire voluntarily except upon the appointment of a
new trustee. If the Trustee wishes to retire it shall give notice in writing to that effect to
the Manager and the Manager shall use its best endeavours to appoint a new trustee
within three (3) months after the date of such notice, or within such other period as
may be agreed between the Manager and the Trustee. If the Manager is unable to
appoint a new trustee within such period of three (3) months or such other period as
may be agreed between the Manager and the Trustee, the Trustee shall be entitled to
appoint a new trustee selected by it. Such new trustee shall be a company eligible, in
accordance with paragraph 6.2(iv) below, the Securities and Futures Act and the CIS
Code, to be the trustee of the Fund that is acceptable to the Manager and the
Authority and shall agree to enter into such deed as necessary to secure the due
performance of its duties as trustee. The Trustee, the new trustee and the Manager
shall enter into deed or deeds supplemental to the Trust Deed whereby such new
trustee is appointed to be the Trustee in the place of the retiring Trustee who shall
thereupon retire.

(ii) If:

(a) the Manager gives notice in writing to the Trustee that it wishes for good and
sufficient reason, and is of the reasonable opinion (and so states in writing to
the Trustee) that a change of the Trustee is desirable in the interests of the
Holders;

22
 (b) following a material breach of the Trustee’s obligations under the Trust Deed
which, if capable of remedy the Trustee fails to remedy within 30 days of
being specifically required to do so by the Manager, and the Manager is of
the opinion and so states in writing to the Trustee that a change of the
Trustee is desirable in the interests of Holders; or

(c) the Authority directs the removal of the Trustee,

the Manager shall be entitled to give notice in writing to the Trustee that it wishes the
Trustee to retire, in each case in favour of a new trustee whose name is specified in
such notice and which is a company eligible, in accordance with paragraph 6.2(iv)
below and the CIS Code, to be the trustee of the Fund and is acceptable to the
Authority, whereupon the Trustee shall, with effect on and from the date on which the
appointment of such new trustee takes effect, by deed supplemental to the Trust
Deed retire as the Trustee.

(iii) If an Extraordinary Resolution is passed to remove the Trustee then the Trustee shall
retire and in such case the Manager shall as soon as reasonably practicable use its
reasonable efforts to find a new trustee to be appointed in accordance with paragraph
6.2(i) above.

(iv) Any trustee of the Fund shall be incorporated in Singapore, and shall be a public
company approved under Section 289 of the Securities and Futures Act.

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

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

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

(viii) Upon effective retirement hereunder, the retiring Trustee shall be discharged and
shall no longer be liable in any manner under the Trust Deed except as to acts or
omissions occurring prior to such retirement, and the new trustee shall thereupon
undertake and perform all duties and be entitled to all rights and compensation as
trustee under the Trust Deed. The successor trustee shall not be under any liability
under the Trust Deed for occurrences or omissions prior to the execution of such
instrument.

23
 (ix) Upon effective retirement hereunder, the retiring Trustee shall use its reasonable
endeavours to assign or novate to the new trustee on terms reasonably acceptable to
the Manager (and to obtain the consent of its counterparts thereto) of all agreements
to which it, as trustee, is a party concerning the Fund.

IV OTHER PARTIES

7.1 The registrar of the Fund is HSBC Institutional Trust Services (Singapore) Limited (Company
Registration No.: 194900022R) (the "Registrar"). The Registrar maintains the Register of
Holders which can be inspected at 20 Pasir Panjang Road (East Lobby), #12-21, Mapletree
Business City, Singapore 117439 during normal business hours (subject to such reasonable
restrictions as the Trustee may impose).

7.2 For so long as the Units are listed, quoted and traded on the SGX-ST, the Manager shall
appoint The Central Depository (Pte.) Limited (Company Registration No.: 198003912M) (the
"CDP") as the Unit Depository for the Fund, and all Units issued and available for trading will
be represented by entries in the Register of Holders kept by the Registrar in the name of, and
deposited with, CDP as the registered Holder of such Units. The Manager or the Registrar
shall issue to CDP not less than ten (10) Business Days after the issue of Units a confirmation
note confirming the date of issue and the number of Units so issued, and if applicable, also
stating that the Units are issued under a moratorium and the expiry of such moratorium and
for the purposes of the Trust Deed, such confirmation note shall be deemed to be a certificate
evidencing title to the Units issued.

8. The designated market makers of the Fund are Commerzbank AG (Hong Kong) and BNP
Paribas Arbitrage SNC. The auditors of the Fund are PricewaterhouseCoopers LLP of 8
Cross Street, #17-00, PWC Building, Singapore 048424 (the "Auditors").

9. The following is a summary of the provisions in the Trust Deed regulating the appointment,
retirement and replacement of the Auditors:

(a) the Auditors shall be an accounting firm or corporation as defined in the Accountants
Act (Chapter 2 of Singapore) and shall be appointed as auditors of the Fund by the
Manager with the approval of the Trustee;

(b) the Auditors may voluntarily retire by notice in writing to the Manager. Upon the
retirement of the Auditors, the Manager shall, with the consent of the Trustee, appoint
other auditors in their place;

(c) the Manager with the consent of the Trustee, may from time to time remove the
Auditors and appoint other auditors in their place; and

(d) the Auditors may be removed, and other auditors appointed, by Extraordinary
Resolution duly passed at a meeting of Holders.

9A. The Manager has delegated its administration and valuation functions in respect of the Fund
to HSBC Institutional Trust Services (Singapore) Limited, the administrator of the Fund,
whose registered office is at 21 Collyer Quay #13-02 HSBC Building, Singapore 049320.

24
9B. Counterparties, brokers and/or prime brokers (if any) that are used by the Fund are selected
from an approved panel and their appropriateness for continuous use by the Manager 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 for
their inclusion onto the panel. However, for inclusion onto the panel of counterparties, brokers
and/or prime brokers to transact in foreign exchange, over-the-counter derivatives,
secured/unsecured call loan or securities lending, approval must also be sought from the risk
management department of the Manager’s parent company, Nikko AM.

V STRUCTURE OF THE SCHEME

10.1 The Fund is constituted as a stand-alone unit trust known as the Nikko AM Singapore STI
ETF pursuant to the Trust Deed. The interests issued or offered to the public are represented
by Units comprised in the Fund, the property of which shall be invested in Investments as
defined in the Trust Deed.

10.2 Each Unit represents an undivided interest in the Deposited Property of the Fund. The rights,
interests and obligations of Holders are contained in the Trust Deed.

VI INVESTMENT OBJECTIVE, FOCUS & APPROACH

11.1 The investment objective of the Fund is to replicate as closely as possible, before expenses,
the performance of the Straits Times Index (STI), or upon the Manager giving three (3)
months' prior written notice to the Trustee and the Holders, such other index which tracks the
performance of Singapore listed equity securities. There can be no assurance that the Fund
will achieve its investment objective or will be able to fully track the performance of the Index.
This Fund is only suitable for investors who seek medium to long-term capital appreciation,
believe that the Index will increase in value, are willing and able to accept that their principal
will be at risk and seek an "index-based" approach to investing in a portfolio of Singapore
listed equity securities in a cost effective and easy to access manner. You should consult
your financial advisers if in doubt as to whether the Fund is suitable for you.

11.2 The Straits Times Index (STI), in total returns is the current benchmark for the Fund. The
Straits Times Index (STI) is compiled and calculated by FTSE International Limited and
represents the top 30 companies listed on the SGX-ST Mainboard ranked by full market
capitalisation. The Index Shares are reviewed semi-annually in March and September and
quarterly reviews in June and December were introduced from December 2012 to include
eligible new issues that meet eligibility criteria (see http://www.ftse.com/products/index-
notices/home/getnotice/?id=338087). The description of the index methodology and the latest
information relating to the Index are available at the following websites –
http://www.ftse.com/products/indices/SGX-ST and www.sgx.com. The Manager and FTSE
International Limited have entered into a Licence Agreement under which the Manager has
been licensed to use the Straits Times Index (STI) and certain trade marks in the Straits
Times Index (STI) in connection with the Fund. You should note that the free float
methodology of the Straits Times Index (STI) has been changed such that with effect from
March 2013, the Straits Times Index (STI) will use actual free float (rounded up to the next
1%) in line with the adoption of actual free float in all FTSE indices. The updated index
methodology may be found at http://www.ftse.com/products/indices/SGX-ST.

25
11.3 If the Straits Times Index (STI) ceases to be compiled or published or if the Licence
Agreement with respect to the Straits Times Index (STI) is terminated for any reason, the
Manager with the prior approval of the Trustee shall select an alternate or successor index (if
necessary, customised by the index licensor or the Manager) using in the opinion of the
Manager the same or substantially similar formula for the method of calculation as the Straits
Times Index (STI) (the "Successor Index"). The Manager will manage the Fund’s portfolio
using this Successor Index, taking into account the interests of Holders.

11.4 Distributions, if any, will be determined by the Manager. The Manager currently intends to
make distributions to Holders semi-annually around January and July of each year. The
Manager 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 investments of the
Fund. Distributions will only be paid to the extent that they are covered by income received
from underlying investments of the Fund and are available for distribution.

12.1 The Manager will seek to achieve the Fund’s investment objective by investing all, or
substantially all of the Fund’s assets in Index Shares in substantially the same weightings as
reflected in the Index (i.e. using a full replication strategy). The Manager may in its absolute
discretion also invest in non-Index Shares to achieve the Fund's investment objective. The
composition of the constituent securities of the Straits Times Index (STI), as at 31 March 2016
are disclosed in Appendix 1 of this Prospectus.

12.2 The Manager will rebalance the Fund’s portfolio of investments from time to time to reflect any
changes to the composition of, or the weighting of securities in the Index with a view to
minimising tracking error of the Fund’s overall returns relative to the performance of the Index.
Such rebalancing may be in the form of investments in non-Index Shares.

12.2A The Fund will not invest in warrants, commodities and precious metals.

12.3 The Fund does not use or invest in any financial derivative instruments.

12.4 The Fund does not engage in securities lending or repurchase transactions. The Fund does
not have exposures to commodities through financial derivatives or investments referred to in
paragraph 2.10 or 2.12(b) of Appendix 1 – Investment: Core Requirements of the CIS Code.

12.5 You should note that the Units are Excluded Investment Products (as defined in the Notice on
the Sale of Investment Products issued by the Authority, as the same may be modified,
amended or revised from time to time) (“EIPs”) and that the Fund does not invest and will not
invest in any product and does not engage and will not engage in any transaction which may
cause the Units not to be regarded as EIPs.

12.6 Neither the Manager nor the Trustee shall alter the investment objective of the Fund, unless
otherwise agreed by an Extraordinary Resolution in a meeting of Holders duly convened and
held in accordance with the provisions of the Trust Deed. The investment policy will be
adhered to for at least three (3) years following the issue of the first prospectus of the Fund,
unless otherwise agreed by the Holders by a special resolution in general meeting.

26
13.1 Unlike "actively managed" unit trusts and mutual funds, in their management of the Fund, the
Manager does not attempt to outperform the Index nor does it seek temporary defensive
positions when markets decline or appear overvalued by some standards. Accordingly, a fall
in the Index may result in a corresponding fall in the NAV of the Fund.

13.2 Investment restrictions. Under the CIS Code, the Fund is classified as an index fund and the
Fund will be subject to the investment guidelines for index funds set out in Appendix 5 of the
CIS Code as well as the investment guidelines in Appendix 1 of the CIS Code. As the Fund is
registered by the Central Provident Fund Board as an eligible investment under the CPF
Investment Scheme, the Fund will also be subject to the CPF Investment Guidelines. The
Fund will also not invest in any product and/or engage in any transaction which may cause
the Units not to be regarded as EIPs.

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

14.2 The base currency of the Fund is SGD and the Fund will issue Units denominated in
Singapore dollars.

VII CPF INVESTMENT SCHEME

15.1 The Fund is included under the CPF Investment Scheme – Ordinary Account (the "CPF
Ordinary Account") for subscription by members of the public using their CPF monies and is
classified under the category of Higher Risk – Narrowly Focused – Country – Singapore.

15.2 The CPF interest rate for the CPF Ordinary Account is based on the weightage of 80% of the
average 12-month fixed deposit and 20% of the average savings rates published by the major
local banks. Under the CPF Act, 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 earns a fixed coupon
equal to either the 12-month average yield of the 10YSGS plus 1% at the point of issuance, or
4%, whichever is the higher. The interest credited to the RA is based on the weighted
average interest rate of the entire portfolio of these SSGS invested using new and existing RA
savings and is computed yearly in January.

As announced in September 2015, the Singapore government will maintain the 4% p.a.
minimum rate for interest earned on all SMA and RA monies until 31 December 2016.
Thereafter, interest rates on all CPF account monies will be subject to a minimum rate of
2.5% p.a.

The first $60,000 of a CPF member’s combined CPF accounts earns an extra 1% interest. 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 the Special Account can be invested.

27
 You should note that the applicable interest rates for each of the CPF accounts may be
varied by the CPF Board from time to time.

15.3 You may use your CPF monies in your CPF Ordinary Account to acquire Units on the SGX-
ST. Units acquired using CPF monies may only be disposed of through trading on the SGX-
ST.

VIII FEES AND CHARGES

16.1 You will have to pay the following fees and charges:

For purchase and sale of Units on the SGX-ST using cash or CPF monies

(a) Subscription fee or preliminary charge - Nil.

(b) Redemption or realisation charge - Nil.

(c) Switching fee - Not applicable.

(d) Any other fee - Cost of Dealing on the SGX-

ST

If you deal on the SGX-ST,

you will typically not bear
any costs related to the
creation and redemption of
Units. However, you will
need to pay brokers'
commissions, clearing fees
and other costs associated
with dealing on the SGX-ST.
These amounts are subject
to your individual agreement
with, and are paid directly
by you to, your broker, the
CDP and your other service
providers (including CPF
agent banks).

For subscription and/or redemption of Units in cash by or through Participating Dealers

(a) Subscription fee or preliminary charge - Nil.

(b) Redemption or realisation charge - Nil.

(c) Switching fee - Not applicable.

(d) Duties and Charges - Up to 0.10% of the

subscription or redemption
amount (as the case may
be) will be payable to the
Manager and up to 0.30% of
the subscription or

28
 redemption amount (as the
case may be) will be
payable to the Participating
Dealers.

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

(e) Any other fee - You will also have to bear

normal brokerage and other
fees charged by your
stockbrokers.

For subscription and/or redemption of Units in-kind by or through Participating Dealers

(a) Subscription fee or preliminary charge - Nil.

(b) Redemption or realisation charge - Nil.

(c) Switching fee - Not applicable.

(d) Transaction Fee for each Creation Request - Currently S$2,500 per
request, subject to a
maximum of S$5,000 per
request.

(e) Transaction Fee for each Redemption - Currently S$2,500 per

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

Under the terms of the Trust Deed, for subscription and/or redemption of Units in-
kind, the Manager is entitled to charge the Participating Dealers the Transaction Fee
for the account of the Fund. The Transaction Fee would be used to defray the Fund’s
expenses in transfer and other administrative costs involved in creating Units. The
Transaction Fee is charged per request, regardless of the number of Creation Units
being created or redeemed. The Manager may, in its absolute discretion, waive either
absolutely or subject to such conditions as it deems fit all or part of the Transaction
Fee for Market Makers of the Fund. The level of the Transaction Fee may be
changed with the approval of the Trustee, and in case such fee is increased, at least
three months’ notice will be given to the Participating Dealers. Participating Dealers
may require the investors to bear the Transaction Fee.

(f) Any other fee - Nil. However, Participating

Dealers may charge you a
commission to act on your
behalf in submitting

29
 Creation Requests and/or
Redemption Requests to
the Registrar.

16.2 The Fund will have to pay the following fees and charges out of its assets:

(a) Annual Management Fee - Currently: 0.20% per annum

of the Deposited Property;
Maximum: 0.5% per annum
of the Deposited Property.

(b) Annual Trustee Fee - Currently: up to 0.045% per

annum of the Deposited
Property, subject to a
minimum fee of S$48,000
per annum; Maximum:
0.15% per annum of the
Deposited Property.

(c) Other Fees and Charges - Other fees and charges,

including inter alia custodian
fees and registrar fees may
amount to or exceed 0.10%
per annum, depending on
the proportion that each fee
or charge bears to the
Deposited Property.

IX RISKS

17. The general risks of investing in the Fund are as follows:

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

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

(c) The risks of investments made by a collective investment scheme include economic,
political, foreign exchange, liquidity, regulatory, interest rate, default and repatriation
risks.

30
 (d) Dealings in the Units and the calculation of the NAV thereof may be suspended in
certain circumstances and the redemption of Units may be suspended or deferred in
certain circumstances as provided for in the Trust Deed and described in the section
entitled "Suspension of Dealings" in paragraph 33 of this Prospectus.

18. The specific risks of investing in the Fund are as follows:

(a) Market risk. The price of securities comprised in the portfolio of the Fund and the
Units, and the income from them, may be influenced by political and economic
conditions, changes in interest rates, the earnings of the corporations whose
securities are comprised 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 and therefore affects the Fund's ability to acquire or dispose of assets at the
price and time it so desires.

(c) Trading market in Redemption Securities. Units may be redeemed in kind by

Participating Dealers or by investors through Participating Dealers in Redemption
Unit size (currently 500,000 Units) or multiples thereof. Redeeming investors will
receive Redemption Securities (plus a cash payment of the Cash Redemption
Component (if positive)). Redeeming investors may not be able to realise the value of
Index Shares or non-Index Shares comprised in the Redemption Securities received
on a redemption of Units in a timely manner or at any particular price if there is no
liquid trading market for the Index Shares or non-Index Shares. However, if the
Manager determines in its sole discretion that any Index Share or non-Index Share
comprised in the Redemption Securities is likely to be unavailable for delivery or
available in insufficient quantity for delivery upon the redemption of any Redemption
Unit by an investor, then the Manager shall have the right in its sole discretion to pay
cash equal to the Value of such Index Share or non-Index Share in lieu of delivering
such Index Share or non-Index Share to the redeeming investor.

(d) Trading market in the Units. Although the Units are listed on the SGX-ST, you should
be aware that there may be no liquid trading market for the Units. There can be no
assurance that active trading markets for Units will develop, nor is there a certain
basis for predicting the actual price levels at, or sizes in, which Units may trade.

(e) Minimum creation and redemption size. Units will only be issued or redeemed in-kind
by or through Participating Dealers for account of investors and/or for their own
account in Creation Unit or Redemption Unit aggregations (currently 500,000 Units,
and multiples thereof). Currently, Units will only be issued and redeemed for in cash
by or through Participating Dealers for account of investors and/or for their own
account at a minimum of 100,000 Units. If you do not hold Redemption Unit
aggregations, you may only be able to realise the value of your Units by selling your
Units on the SGX-ST at the prevailing trading price of the Units or (if you hold at least
the minimum redemption number of Units, which is currently 100,000 Units), by
redeeming your Units in multiples of the minimum redemption number of Units on a
Cash Dealing Day. However, you should note that the Participating Dealers are under
no obligation to redeem your Units. It is expected that most investors will dispose
of their Units by selling them on the SGX-ST.

31
(f) Units may trade at prices other than NAV. The NAV of the Fund represents the fair
price for buying or selling Units. As with any listed fund, the secondary market price of
Units may sometimes trade above or below this NAV per Unit. The deviation from this
NAV is dependent on a number of factors, but will be accentuated when there is a
large imbalance between market supply and demand for Units on the SGX-ST. There
is a risk, therefore, that Holders may not be able to buy or sell at a price close to this
NAV per Unit. However, since Units can be created and redeemed (in Creation Unit
or Redemption Unit aggregations or in multiples of 100,000 Units (or such other
number as the Manager may determine upon giving prior notice to the Trustee) at
NAV), the Manager believes that large discounts or premiums to the NAV of Units
could not be sustained in an efficient market that allows for arbitrageurs to exploit the
difference between trading prices and the NAV. The "bid/ask" spread (being the
difference between the prices being bid by potential purchasers and the prices being
asked by potential sellers) is another source of deviation from this NAV. The bid/ask
spread can widen during periods of market volatility or market uncertainty, thereby
increasing the deviation from this NAV.

(g) Tracking error risk. Changes in the NAV of the Fund are unlikely to replicate exactly
changes in the Index due to various factors. Factors such as fees and expenses of
the Fund, liquidity of the market, imperfect correlation of returns between the Fund’s
securities and those in the Index, changes to the Index and regulatory policies may
affect the Manager’s ability to achieve close correlation with the Index. Imperfect
correlation between the returns of portfolio securities and the Index is more likely to
happen to the extent that the Fund invests in securities that are non-Index Shares or
invests in those Index Shares with different weighting from that of the Index. The
Fund’s returns may therefore deviate from those of the Index. However, a fall in the
Index may result in a corresponding fall in the Value of the Fund.

(h) Distributions are contingent on dividends paid on Index Shares. The Fund’s ability to
pay distributions on the Units is dependent on the dividends declared and paid by the
companies whose shares are held by the Fund and the level of fees and expenses
payable by the Fund. Dividend payment rates of these companies are based on
numerous factors, including their current financial condition, general economic
conditions and their dividend policies. There can be no assurance that such
companies will declare dividends or make other distributions. In addition, changes to
the composition of the Index (for example, the substitution of one constituent stock in
the Index with another paying higher or lower dividends) will affect the level of
dividends received by the Fund as a percentage of Value. To the extent possible, the
Fund will pay its fees and expenses out of the dividends it receives. To the extent
dividends received by the Fund are insufficient to meet its fees and expenses, the
excess will be met by disposing of part of the Fund's portfolio of Index Shares and/or
by short-term borrowing. Any such disposition of Index Shares or borrowing may
cause the Fund's Value to fall, and may adversely affect the trading price of the Units.
You may therefore not receive any distributions. You will not receive any dividends or
other distributions directly from the companies in which the Fund invests.

(i) Dependence upon trading market for Index Shares, Future Index Shares and Former
Index Shares. All of the Index Shares are listed on the SGX-ST. The existence of a
liquid trading market for the Index Shares may depend on whether there is supply of,
and demand for, such Index Shares. There can be no assurance that there will be

32
 active trading in any of the Index Shares. The price at which the Index Shares may be
purchased or sold by the Fund upon any rebalancing activities or otherwise and the
Value of the Fund may be adversely affected if trading markets for the Index Shares,
Future Index Shares and Former Index Shares are limited or absent.

(j) Lack of discretion by Manager to adapt to market changes. The Index Shares held by
the Fund will passively reflect the distribution of companies whose shares comprise
the Index. Therefore, adverse changes in the financial condition or share
performance of any company included in the Index will not result in the sale of the
shares of such company, and will be likely to affect adversely the Fund's Value and
the trading price of the Units. The Manager will have limited discretion to remove the
shares of such company from the Fund.

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

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

(m) Reliance on Participating Dealers. The creation and redemption of Units can only be
effected by or through Participating Dealers for account of investors and/or for their
own account, except in restricted circumstances determined in the sole discretion of
the Manager, with the approval of the Trustee. The number of Participating Dealers at
any given time may be limited. You may not be able to submit creation or redemption
requests through all the Participating Dealers but at any one time, there will be at
least one Participating Dealer through whom you may submit creation or redemption
requests. Participating Dealers are however under no obligation to accept instructions
to create or redeem Units on your behalf. Subject to the provisions of the CIS Code,
Participating Dealers will not be able to create or redeem Units during any period
when, amongst other things, dealings on the SGX-ST are restricted or suspended,
settlement or clearing of securities in the central clearing and settlement system
established by the CDP is disrupted or clearing and settlement of in-kind transactions
on the system established by the SGX-ST is disrupted or the Index is not compiled or
published. In addition, subject to the provisions of the CIS Code, Participating Dealers
will not be able to create or redeem Units if some other event occurs which impedes
the calculation of the Value of the Fund by the Manager or during which delivery of
Index Shares or disposal of the Fund's investments cannot be effected normally.

(n) Suspension of creations and redemptions. Dealings of Units on the SGX-ST may not
necessarily be suspended if the creation and redemption of Units is temporarily
suspended by the Manager in accordance with the terms of the Deed. If the creation
and redemption of Units is temporarily suspended, the trading price of the Units may

33
 be adversely affected and differ from the market value of the Fund's underlying
assets.

(o) Changes in the Index. The Index is subject to regular review and revisions.
Announcements that are made with respect to potential deletions from and additions
to the Index can affect the price of affected companies as well as other companies
and the Index as a whole. The Fund will, typically, hold securities issued by
companies that may be deleted from the Index and will, typically, begin to acquire
securities issued by companies that may be added to the Index. The relative
performance of these two groups of stocks can have an adverse impact on the Fund.

(p) Licence to use the Index may be terminated. The Manager has been granted a
licence by the current Index Licensor to use the Straits Times Index (STI) as a basis
for the composition of the Fund, and to use certain trade names and trademarks
associated with the Straits Times Index (STI). The Fund may not be able to achieve
its objective and may be terminated if the Licence Agreement is terminated and the
Manager is unable to identify or agree with the Index Licensor or any other index
licensor terms for the use of a suitable replacement index that uses, in the opinion of
the Manager, the same or a substantially similar formula for the method of calculation
as the Straits Times Index (STI). Any such replacement index will be notified to
Holders. Accordingly, you should note that the Fund’s ability to track the Index
depends on the Licence Agreement continuing in force or a suitable replacement
index being found.

(q) Termination of trust. The commercial success of the Fund is dependent on attracting
assets under management significantly larger than a traditional unit trust. If the size of
the Fund falls below S$300 million on any day falling two years or more after the date
of the Trust Deed, the Manager may terminate the Fund.

(r) Foreign exchange risks. All or substantially all of the Fund’s assets will be invested in
instruments denominated in Singapore dollars. If your base currency is not the
Singapore dollar, you will be subject to the risk of fluctuations in the value of your
base currency vis-à-vis the Singapore dollar.

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

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

34
 (u) Concentration risk. There is a possibility that the Index Shares may be concentrated
in a limited group of companies, industries or sectors as a result of the index
methodology that is used to construct the Index. Exposure to a limited number of
stocks also increases the potential volatility of the Fund due to the increased
concentration risk as it is less diversified as compared to an exposure to regional or
global markets.

The above is not an exhaustive list of the risks which you should consider before
investing in the Fund. You should be aware that an investment in the Fund may be
exposed to other risks of an exceptional nature from time to time.

X SUBSCRIPTION OF UNITS

How to purchase Units with cash or CPF monies

19.1 (i) You may apply for 100,000 Units (or multiples thereof) using cash (but not CPF
monies) through Participating Dealers on any Cash Dealing Day. You may, through
the Participating Dealers, submit Creation Requests to the Registrar on every Dealing
Day for in-kind subscription of Units (see paragraphs 21 to 22 of this Prospectus for
more details) but it is expected that investors who wish to acquire Units in smaller lot
sizes will do so by trading in the Units on the SGX-ST.

(ii) If you wish to acquire less than 100,000 Units, you may only acquire Units in lots of
100 Units on the SGX-ST using cash or CPF monies. You may buy Units on the
SGX-ST through brokers in the same way as how you may buy shares in companies
listed on the SGX-ST. The use of CPF monies shall be subject to such regulations,
directives, requirements or terms and conditions as may be imposed by the CPF
Board or the relevant CPF agent bank.

19.2 Payment for Units may be made as stipulated by the Participating Dealers from time to time.

In respect of institutional investors and Market Makers, an investment form may also be
obtained directly from the Participating Dealers and, once duly completed, forwarded by the
Participating Dealers to the Registrar, together with the subscription monies in respect of the
application for Units. You may obtain a list of the Participating Dealers through whom you
may submit Creation Requests or Redemption Requests from the Manager.

19.3 Notwithstanding anything in this paragraph 19, the Manager shall retain the absolute
discretion to accept or reject any application for Units in accordance with the provisions of the
Trust Deed. If an application for Units is rejected by the Manager, the application monies shall
be refunded (without interest) to you within a reasonable time in such manner as the Manager
shall determine. No certificates will be issued by the Manager.

19.4 The minimum investment for the Fund in respect of cash subscriptions through Participating
Dealers is 100,000 Units (with any additional investments being in multiples thereof) or such
other investment amount as may be determined from time to time by the Manager upon giving
prior notice to the Trustee.

35
20.1 The amount that you will have to pay for the number of Units applied for is calculated by
multiplying the number of Units applied for by the Issue Price of the Units together with any
Duties and Charges. The Issue Price of the Units shall be ascertained as follows:

(i) by dividing the Value of the Deposited Property as at the Valuation Point of the
relevant Cash Dealing Day on which applications for Units are deemed to be received
by the Manager by the number of Units then in issue and deemed to be in issue; and
(ii) by adjusting the resulting total per Unit to the nearest S$0.0001 (with fractions of
S$0.00005 being rounded up).

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

20.2 Requests for subscription of Units using cash must reach the Registrar on or before the
Dealing Deadline for the Cash Dealing Day (12 noon (Singapore time) or such other time as
the Manager may determine with the prior approval of the Trustee and prior notification to the
Holders at such time and in such manner as the Trustee may require). If the request for
subscription of Units using cash is received by the Registrar after the Dealing Deadline, it
shall be deemed to be received by the Registrar on or before the Dealing Deadline for the
next Cash Dealing Day. You may obtain the Issue Price on the next Business Day from the
Manager’s website at www.nikkoam.com.sg.

20.3 The following is an illustration of the amount that you will have to pay based on an investment
of 100,000 Units in the Fund through a Participating Dealer and a notional Issue Price of
S$2.7500 (the actual Issue Price of the Units will fluctuate according to the Value of the
Deposited Property and the number of Units then in issue):

100,000 Units x S$2.7500 = S$275,000 + S$1,100 = S$276,100

Number of Issue Price Duties and Total amount
Units proposed Charges* payable by
to be investor
subscribed
* Assuming that you are charged 0.10% of the subscription amount by the Manager and 0.3% of the subscription
amount by the Participating Dealer. You should note that in addition to such Duties and Charges, you will also have
to bear all brokerage fees charged by your stockbrokers.

The price of Units traded on SGX-ST shall be based on their market prices throughout the
trading day for SGX-ST.

20.4 Applications for subscription of Units using cash will only be accepted and processed if the
application monies and/or the Duties and Charges in respect of that application have been
received in full in cleared funds by or to the order of the Trustee by no later than the third
Dealing Day after the relevant Cash Dealing Day ("Cash Settlement Date").

36
 If the above is not satisfied, the application for subscription of Units will be cancelled.
Participating Dealers will be liable to pay a cancellation fee of such amount as the Manager
may from time to time determine to represent the Duties and Charges, the administrative
costs involved in processing the application, interest costs incurred by the Fund and any
losses arising in respect of the Fund’s purchase and sale of Investments in connection with
such cancellation (including the difference between the NAV of the Units on the Cash
Settlement Date compared to the relevant Cash Dealing Day).

20.5 The Issue Price excludes any subscription fee or preliminary charge as no subscription fee or
preliminary charge is payable.

How to subscribe for Units in-kind

21.1 The Manager shall issue blocks of 500,000 Units (each a "Creation Unit") or multiples
thereof on a continuous basis on every Dealing Day to Participating Dealers at the Issue Price
for that Creation Unit. The Issue Price for the Creation Unit shall be ascertained as follows:

(i) by dividing the Value of the Deposited Property at the Valuation Point of the relevant
Dealing Day on which applications for Creation Units are deemed to be received by
the Manager by the number of Units then in issue and deemed to be in issue;

(ii) by adjusting the resulting total per Unit to the nearest S$0.0001 (with fractions of
S$0.00005 being rounded up); and

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

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

Procedures for Creation of Units

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

21.3 Creation Requests received from Participating Dealers and accepted by the Manager on or
before the Dealing Deadline on each Dealing Day (5.30pm (Singapore time) or such other
time as the Manager may determine with the prior approval of the Trustee and prior

37
 notification to the Holders at such time and in such manner as the Trustee may require) will
be processed at that Dealing Day’s Issue Price as calculated in accordance with paragraph
21.1 of this Prospectus. Creation Requests received from Participating Dealers after the
Dealing Deadline or on a day which is not Dealing Day shall be deemed to be received by the
Registrar on or before the Dealing Deadline for the next Dealing Day. If you place an order for
Units, you should afford sufficient time for the order to be properly submitted by the
Participating Dealers to the Registrar prior to the Dealing Deadline on the relevant Dealing
Day.

21.4 When submitting the Creation Request, the Participating Dealer should tender to the
Custodian of the Fund the Index Shares and non-Index Shares as comprising a Deposit
Basket for each Creation Unit no later than three (3) Dealing Days following the relevant
Dealing Date (the "Settlement Date") in accordance with the terms of the Participant
Agreement. The delivery of Units properly applied for will occur in accordance with the terms
of the Participant Agreement which is normally no later than the Settlement Date in
accordance with the terms of the Participant Agreement.

21.5 The creation of Units in Creation Unit aggregations will only be done if the following are
satisfied:

(i) the Index Shares and non-Index Shares delivered to the Custodian in respect of that
issue of Creation Units have been approved by the Manager as comprising a Deposit
Basket with respect to the relevant Dealing Date and the Value of any non-Index
Shares do not exceed twenty per cent. (20%) (or such other percentage as
determined by the Manager from time to time and approved by the Trustee) of the
Issue Price on the previous Dealing Day;

(ii) the aggregate of (a) the Value of the Index Shares and non-Index Shares on the
relevant Dealing Date delivered to the Custodian and (b) the amount of cash paid to
or to the order of the Trustee or Custodian in respect of the Cash Issue Component
for the Creation Unit aggregation (as described in paragraph 21.6 below) is equal to
the Issue Price for that Creation Unit aggregation;

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

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

If any of the above is not satisfied, the Creation Request will be cancelled. Participating
Dealers will be liable to pay a cancellation fee of such amount as the Manager may from time
to time determine to represent the Transaction Fee, the administrative costs involved in
processing the Creation Request, purchasing and/or selling any Investments, and redelivering
any Index Shares and non-Index Shares, interest costs incurred by the Fund and any losses

38
 arising in respect of the Fund’s purchase and sale of Investments in connection with such
cancellation (including the difference between the NAV of the Units on the Settlement Date
compared to the relevant Dealing Day).

21.6 The Cash Issue Component of a Creation Unit is the difference between the Issue Price of
the Creation Unit as calculated in paragraph 21.1 and the Value of the Index Shares and non-
Index Shares constituting a Deposit Basket on the relevant Dealing Date delivered to the
Custodian. If the Cash Issue Component, after taking into account the Transaction Fee is a
negative amount no cash shall be payable or paid by a Participating Dealer, but a cash
amount equal to the negative amount shall be paid by the Trustee to the Participating Dealer
within three (3) Dealing Days following the relevant Dealing Day.

Acceptance of Orders for Creation Unit aggregations

21.7 The Trustee and the Manager reserve the absolute right without giving any reason therefor to
reject a Creation Request transmitted to the Registrar. The Manager currently intends to
reject a Creation Request if:

(i) the order is not in proper form; or

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

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

22. The Manager may, with the approval of the Trustee, at its discretion change the number of
Units comprising a Creation Unit aggregation for the purpose of effecting creations of Units.

The following paragraphs 23 and 24 are applicable to subscribing for Units in cash and in-kind

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

24. No Units will be issued and no Creation Requests will be accepted during any period when
the creation and redemption of Units is suspended (see paragraph 33 entitled "Suspension of
Dealings" below).

25. Deleted.

39
XI REALISATION OF UNITS

How to sell Units for cash or CPF monies

26.1 (i) You may apply to redeem 100,000 Units (or multiples thereof) for cash (but not CPF
monies) on any Cash Dealing Day through Participating Dealers. If you wish to
dispose of less than the minimum redemption number of Units (as set out in
paragraph 26.3), you may only do so on the SGX-ST. You may, through the
Participating Dealers, submit Redemption Requests on every Dealing Day for in-kind
redemption of Units (see paragraph 28 of this Prospectus for more details) but it is
expected that smaller investors who wish to redeem Units will do so by trading in the
Units on the SGX-ST.

(ii) If you wish to dispose of less than 100,000 Units, you may sell your Units which were
purchased with cash or CPF monies on the SGX-ST through brokers in the same way
as how you may sell shares in companies listed on the SGX-ST. The use of CPF
monies shall be subject to such regulations, directives, requirements or terms and
conditions as may be imposed by the CPF Board or the relevant CPF agent bank.

26.2 A Holder of 100,000 Units or more may redeem Units pursuant to paragraph 26.1(i) above
through completing the redemption request (or such other form as the Manager may approve
from time to time) and forwarding the same to Participating Dealers. However, if you have
applied to subscribe for Units using cash on any Cash Dealing Day, you shall not be entitled
to redeem the Units to be issued to you until after the Cash Settlement Date in respect of that
Cash Dealing Day.

26.3 There is no minimum holding amount for the Units. The minimum redemption number of Units
in respect of cash redemptions through Participating Dealers is 100,000 Units or such other
number of Units as may be determined from time to time by the Manager upon giving prior
notice to the Trustee. However, if the Units cease at any time to be listed on the SGX-ST and
any other stock exchange on which the Units may be listed or quoted on for a continuous
period of 30 days, subject to paragraph 33 the Manager will, within 14 days from the end of
such 30 day period, commence accepting redemption requests made directly by Holders
subject to the provisions of the Trust Deed, and if the Units are subsequently re-listed on the
SGX-ST or a stock exchange, the Manager may, on reasonable notice given to Holders,
again require redemption requests to be made only through Participating Dealers. Holders
with less than the minimum redemption number of Units may sell their Units for cash by
trading the Units on the SGX-ST.

27.1 The net realisation proceeds are calculated by multiplying the number of Units to be
redeemed by the Redemption Price of the Units on the relevant Cash Dealing Day which shall
be ascertained as follows:

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

(ii) by adjusting the resulting total per Unit to the nearest S$0.0001 (with fractions of
S$0.00005 being rounded up).

40
 The Manager may deduct from the realisation proceeds such sum (if any) as the Manager
may consider represents the appropriate provision for Duties and Charges, which shall be for
the account of the Fund. The Redemption Price shall be calculated in Singapore dollars and
shall be based on forward pricing which means that the Redemption Price of the Units shall
not be ascertainable at the time of application to redeem Units.

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

27.3 The following is an illustration of the realisation proceeds (before deduction of Duties and
Charges) that you will receive based on a redemption of 100,000 Units through a Participating
Dealer and a notional Redemption Price of S$2.7500 (the actual Redemption Price of the
Units will fluctuate according to the Value of the Deposited Property and the number of Units
then in issue).

100,000 x S$2.7500 = S$275,000 − S$1,100 = S$273,900

No. of Redemption Gross Duties and Net Realisation
Units Price Realisation Charges* Proceeds
Redeemed Proceeds

* Assuming that you are charged 0.10% of the subscription amount by the Manager and 0.3%
of the amount by the Participating Dealer. You should note that in addition to such Duties and
Charges, you will also have to bear all brokerage fees charged by your stockbrokers.

The price of Units traded on SGX-ST shall be based on their market prices throughout the
trading day for SGX-ST.

27.4 Where Units are to be redeemed for cash, the Manager shall proceed to effect any sales of
Investments necessary to provide the cash required to pay the realisation proceeds and notify
the Trustee that those Units are to be redeemed and cancelled. In such event the Fund shall
be reduced by the cancellation of those Units on the Cash Settlement Date and for settlement
on that Cash Settlement Date the Trustee shall pay the realisation proceeds to the relevant
Holder. Notwithstanding the foregoing, no realisation proceeds shall be paid unless Units, the
subject of the application to redeem Units for cash, have been delivered to the Trustee for
redemption by such time on the Cash Settlement Date as the Trustee and the Manager shall
for the time being prescribe. If Units are not delivered to the Trustee for redemption in
accordance with the foregoing: (i) the application for redemption for cash shall be deemed
never to have been made (except that the Duties and Charges shall remain due and payable)
and (ii) the Manager may, but shall not be bound to, charge the Holder's Participating Dealer
(for the account of the Fund) a cancellation fee of such amount as it may from time to time
determine to represent the administrative costs involved in processing the redemption
request, purchasing and/or selling any Investment and redelivering any Units, and any losses
arising in respect of the Fund’s sale and purchase of Investments and any interest costs

41
 incurred by the Fund in connection with such failed redemption. In addition, the Manager may,
but shall not be bound to require the Holder's Participating Dealer to pay to the Trustee for the
account of the Fund in respect of each Unit, the subject of the application for redemption of
Units for cash, the amount (if any) by which the Redemption Price of each such Unit on the
relevant Cash Dealing Day is less than the Issue Price which would have applied in relation to
each such Unit as if the Manager had received on the relevant Cash Settlement Date in
relation to such Units to be redeemed an application from such Holder's Participating Dealer
for the subscription of such Units in accordance with the provisions of paragraphs 19 and 20
of this Prospectus.

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

27.6 Payment will be made within three (3) Dealing Days after the relevant Cash Dealing Day
subject to the provisions of the Trust Deed. For Units purchased with cash, the net realisation
proceeds shall be paid to the Participating Dealer.

How to redeem Units in-kind

28.1 After the listing of the Units on SGX-ST, the Manager shall determine and designate the Index
Shares and non-Index Shares comprising the Redemption Basket applicable to requests to
redeem Units in Redemption Unit aggregations submitted with respect to each Dealing Day.
The Manager shall permit redemption of a Redemption Unit or multiples thereof on a
continuous basis on every Dealing Day to Participating Dealers at the Redemption Price for
that Redemption Unit. On receipt of a Redemption Request by the Registrar from a
Participating Dealer on behalf of a Holder which complies with the requirements as set out in
paragraph 28.7 below, the Manager shall effect the redemption of the Units, in Redemption
Unit aggregations, specified in the Redemption Request for proceeds equivalent to the
Redemption Price of each Redemption Unit aggregation to be redeemed, such proceeds to
be by way of a transfer by or on behalf of the Trustee in specie of the Redemption Securities
and payment by or on behalf of the Trustee in cash of the Cash Redemption Component (if
positive) determined as at the relevant Dealing Day. The Redemption Price for the
Redemption Unit shall be ascertained as follows:

(i) by dividing the Value of the Deposited Property at the Valuation Point of the relevant
Dealing Day on which applications to redeem the Redemption Unit are deemed to be
received by the Manager by the number of Units then in issue and deemed to be in
issue;

(ii) by adjusting the resulting total per Unit to the nearest S$0.0001 (with fractions of
S$0.00005 being rounded up); and

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

The Manager may set off against any Cash Redemption Component payable to a
Participating Dealer such sum (if any) as the Manager may consider represents the
appropriate provision for the Transaction Fee, which deduction shall be for the account of the
Fund. To the extent that the Cash Redemption Component is insufficient to pay such
Transaction Fee payable on such redemption, the Participating Dealer shall promptly pay the
shortfall in Singapore dollars to or to the order of the Trustee and the Trustee shall not be

42
 obliged to deliver (and shall have a general lien over) the Redemption Securities until such
shortfall is paid in full to or to the order of the Trustee. The Redemption Price for the
Redemption Unit shall be based on forward pricing which means that the Redemption Price of
the Units shall not be ascertainable at the time of request to redeem the Redemption Unit.

Procedures for Redemption of Units in-kind

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

28.3 Redemption Requests received from Participating Dealers and accepted by the Registrar on
or before the Dealing Deadline on each Dealing Day (5.30pm (Singapore time) or such other
time as the Manager may determine with the prior approval of the Trustee and prior
notification to the Holders at such time and in such manner as the Trustee may require) will
be processed at that Dealing Day’s Redemption Price as calculated in accordance with
paragraph 28.1 of this Prospectus. Redemption Requests received from Participating Dealers
after the Dealing Deadline or on a day which is not a Dealing Day shall be deemed to be
received by the Registrar on or before the Dealing Deadline for the next Dealing Day. If you
place an order to redeem Units, you should afford sufficient time for the order to be properly
submitted by the Participating Dealers to the Registrar prior to the Dealing Deadline on the
relevant Dealing Day.

28.4 The Index Shares and non-Index Shares comprising the Redemption Basket ("Redemption
Securities") distributable and Cash Redemption Component (less any Transaction Fee) in
respect of the redemption of Units may be transferred or paid sooner but shall, subject to the
provisions of paragraph 33 of this Prospectus, be distributable and payable no later than the
Settlement Date provided that the Units, which are the subject of the redemption request,
have been delivered to the Trustee by the Settlement Date and the full amount of the Cash
Redemption Component (if negative) and any additional sums payable under paragraph 30
and/or the Transaction Fee payable have been deducted and set-off or otherwise paid in full
by the Settlement Date. For the purposes of this paragraph 28.4, the Holder on whose behalf
a Redemption Request is made by a Participating Dealer shall be deemed to authorise (i) the
transfer of the Redemption Securities by book entry to the designated stock account and (ii)
the payment of the Cash Redemption Component by book entry payment to the designated
cash account or by telegraphic transfer to a bank account in the name or to the order, in each
case, of that Participating Dealer by or through whom that redemption request was made. The
Cash Redemption Component shall be paid in Singapore dollars and, if paid by telegraphic
transfer, shall be paid to a Singapore dollar account of a Singapore bank, unless otherwise
agreed by the Manager.

43
28.5 Where Units are to be redeemed, the Manager shall proceed to effect any sales of
Investments necessary to provide the cash required to pay the Cash Redemption Component
(if applicable) and notify the Trustee that those Units are to be redeemed and cancelled. In
such event the Fund shall be reduced by the cancellation of those Units on that Settlement
Date and for settlement on that Settlement Date (or such later date as may from time to time
be determined by the Manager with the consent of the Trustee) the Trustee shall transfer the
applicable Redemption Securities out of the Deposited Property to or to the order of the
Participating Dealer through which the redeeming Holder made his redemption request and
shall pay the Cash Redemption Component to the relevant Holder within three (3) Dealing
Days after the relevant Dealing Day. Notwithstanding the foregoing, no Redemption
Securities shall be delivered and no Cash Redemption Component shall be paid unless Units,
the subject of the Redemption Request, have been delivered to the Trustee for redemption by
such time on the Settlement Date as the Trustee and the Manager shall for the time being
prescribe for such Redemption Request. The Manager, with prior approval of the Trustee,
may at its discretion extend the settlement period, such extension to be on such terms and
conditions (including as to the payment of any fees it may determine to represent the
administrative costs involved in extending the Settlement Date) as the Manager may
determine. If Units are not delivered to the Trustee for redemption in accordance with the
foregoing: (i) the Redemption Request shall be deemed never to have been made (except
that the Transaction Fee therefor shall remain due and payable) and (ii) the Manager may,
but shall not be bound to, charge the Holder's Participating Dealer (for the account of the
Fund) a cancellation fee of such amount as it may from time to time determine to represent
the administrative costs involved in processing the redemption request, purchasing and/or
selling any Investments and redelivering any Units, and any losses arising in respect of the
Fund’s sale and purchase of Investments and any interest costs incurred by the Fund in
connection with such failed redemption. In addition, the Manager may, but shall not be bound
to require the Holder's Participating Dealer to pay to the Trustee for the account of the Fund
in respect of each Unit on the relevant Dealing Day, the subject of the Redemption Request,
the amount (if any) by which the Redemption Price of each such Unit is less than the Issue
Price which would have applied in relation to each such Unit as if the Manager had received
on the relevant Settlement Date in relation to such Units to be redeemed an application from
such Holder's Participating Dealer for the creation of such Units in accordance with the
provisions of paragraphs 21 and 22 of this Prospectus.

28.6 The Cash Redemption Component of a Redemption Unit is the difference between the
Redemption Price of the Redemption Unit calculated in accordance with paragraph 28.1 of
this Prospectus and the Value of the Index Shares and non-Index Shares constituting a
Deposit Basket.

Acceptance of Orders for Redemption of Redemption Unit aggregations

28.7 To be effective, a Redemption Request:

(i) must be given to a Participating Dealer in accordance with the relevant Participant
Agreement;

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

44
 (iii) may not be in respect of Units other than as comprising a Redemption Unit
aggregation.

29. A Redemption Request once given cannot be revoked or withdrawn without the consent of the
Manager.
30. The Manager may from time to time in its absolute discretion substitute an amount of cash to
replace any Index Shares and non-Index Shares comprised in a Redemption Basket in
connection with a request to redeem any Redemption Unit aggregation. If the Manager
exercises such discretion, the cash in lieu amount shall be equal to the Value of such
substituted Index Shares or non-Index Shares and shall comprise part of the Cash
Redemption Component and each such substituted Index Share or non-Index Share shall be
deemed not to be a Redemption Security comprising part of the Redemption Basket. The
Manager shall be entitled in its discretion to charge (for the account of the Fund) to the
applicant of any Units for which cash is paid in lieu of delivering any Redemption Securities
such additional sum it may consider represents the appropriate provision for expenses
incurred by the Fund.

Applicable to redeeming Units in cash and in-kind

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

45
 Day shall be treated as the first relevant Dealing Day for Holders whose redemption requests
are to be carried forward hereunder after such second relevant Dealing Day.

31A. Where any applications or requests for subscription, creation or redemption of Units in cash or
in-kind are submitted by a Participating Dealer for its own account, Parts X and XI of this
Prospectus shall apply with the necessary modifications to such applications or requests as if
they were submitted by the Participating Dealer as Participating Dealer on behalf of itself as
applicant for or Holder of the Units.

XII OBTAINING PRICES OF UNITS

32. The Issue Price and Redemption Price of Units will be available on the Business Day
following each Dealing Day.

You may check such prices on the Manager's website at www.nikkoam.com.sg.

XIII SUSPENSION OF DEALINGS

33. Subject to the provisions of the CIS Code, the Manager may at any time with the prior
approval of the Trustee suspend the creation and/or redemption of Units of the Fund and/or
delay the payment of any monies and distribution of any Redemption Securities in respect of
any such redemption during any of the following periods:

(a) any period when the SGX-ST is closed;

(b) any period when dealings of the Units on the SGX-ST are restricted or suspended;

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

(d) the existence of any state of affairs as a result of which delivery of Index Shares or
non-Index Shares comprised in a Deposit Basket or Redemption Basket or disposal
of Investments for the time being comprised in the Deposited Property cannot, in the
opinion of the Manager, be effected normally or without prejudicing the interests of
Holders;

(e) any period when, in the opinion of the Manager, funds cannot be normally remitted
from the Deposited Property without prejudicing the interests of Holders;

(f) any period when the Index is not compiled or published;

(g) any breakdown in the means normally employed in determining the Value of the
Deposited Property or liabilities of the Fund or when for any other reason the Value of
any Investment or other property for the time being comprised in the Deposited
Property or the liabilities of the Fund cannot be promptly and accurately ascertained;

(h) any 48 hours (or such longer period as the Manager and the Trustee may agree) prior
to the date of any meeting of Holders, or any adjourned meeting thereof;

(i) any period when the business operations of the Manager or the Trustee in relation to
the operations of the Fund are substantially interrupted or closed as a result of or

46
 arising from pestilence, acts of war, terrorism, insurrection, revolution, civil unrest,
riots, strikes or acts of God;

(j) any period when the dealing of Units is suspended pursuant to any order or direction
issued by the Authority; or

(k) such circumstances as may be required under the provisions of the CIS Code.

34. Such suspension (which expression shall include the aforesaid right to delay payment) shall
take effect forthwith upon the declaration thereof by the Manager and thereafter there shall be
no creation or issue of Units, and/or (as the case may be) no redemption of Units and/or
transfer of such Redemption Securities and payment of the Cash Redemption Component or
cash Redemption Price in respect of any such redemption until the Manager shall declare the
suspension at an end, except that the suspension shall terminate as soon as practicable
when (a) the condition giving rise to the suspension shall have ceased to exist and (b) no
other condition under which suspension is authorised under the Trust Deed shall then exist,
and in any event, within 21 days of the commencement of the suspension. The period of
suspension may be extended if the Manager satisfies the Trustee that it is in the best interest
of the Holders for the dealing in Units to remain suspended. Such extension should be subject
to weekly review by the Trustee. Each declaration by the Manager pursuant to paragraph 33
shall be consistent with such official rules, regulations and guidelines, if any, relating to the
subject matter thereof as shall have been promulgated by any authority having jurisdiction
over the Fund and as shall be in effect at the time. To the extent not inconsistent with such
official rules, regulations and guidelines, and subject to the foregoing provisions hereof, the
declaration of the Manager shall be conclusive. During any such suspension by reason of any
of the circumstances set out in paragraphs 33(a) to (k) above, the calculation of the Value of
the Deposited Property and each Unit (including the Issue Price and Redemption Price) may
also be suspended and the Manager shall be under no obligation to rebalance or adjust the
Deposited Property, in either case at the discretion of the Manager and with the prior approval
of the Trustee. The Manager shall publish the fact that the calculation of the Value of the
Deposited Property and each Unit is suspended immediately following such suspension and
at least once a month during the period of such suspension in such newspaper or
newspapers in Singapore or elsewhere as the Manager may from time to time think fit.

35. Any Participating Dealer may at any time after such a suspension has been declared and
before termination of such suspension withdraw any redemption request or any application for
the issue of Units by notice in writing to the Manager to whom the relevant request or
application had originally been submitted. If no such notification of the withdrawal of any such
request or application has been received by the Manager before termination of such
suspension, the Manager shall, subject to and in accordance with the provisions of the Trust
Deed, redeem Units in respect of which the Manager has received a valid Redemption
Request and the Trustee and the Manager shall consider applications for the issue of Units as
at the Dealing Day or (in the case of redemptions or issue of Units in cash) the Cash Dealing
Day next following the termination of such suspension. In addition, the period for distributing
any proceeds the distribution of which has been delayed pursuant to the suspension shall be
extended by a period equal to the length of the period of the suspension.

47
XIV PERFORMANCE OF THE SCHEME

36.1 The performance of the Fund as at 29 January 2016 is shown in the table below:

Return over Return over Return over Return over Return since
1 year 3 years 5 years 10 years Inception

% change (A.C.R.) (A.C.R.) (A.C.R.) (A.C.R.)

*Fund -19.80% -4.48% -1.10% N.A. 9.92%

Benchmark -19.63% -4.07% -0.65% N.A. 10.80%

* Calculated on a NAV-to-NAV basis, S$, with all dividends and distributions reinvested (net of
reinvestment charges), if any.

Source: ©2016 Morningstar. All Rights Reserved., FTSE International Limited & Nikko Asset
Management Asia Limited

Benchmark: Straits Times Index (STI), in total returns

Inception Date of Nikko AM Singapore STI ETF: 24 February 2009

"A.C.R." means Average Annual Compounded Return

36.2 The return on the Fund as shown in the table in paragraph 36.1 above is calculated on a
single pricing basis. There is no subscription fee or Realisation Charge for the Fund payable
presently or during the duration of the periods for which the returns are calculated.

36.3 The returns for the Fund are calculated on the assumption that all dividends to the Fund and
distributions (if any) made by the Fund are reinvested, taking into account all charges which
would have been payable upon such reinvestment.

36.4 You should note that the performance of the Fund is calculated on a total return basis which
includes dividends and distributions (if any) and the performance of the benchmark is also
calculated on a total return basis assuming reinvestment of dividends (if any). You should
also note that the past performance of the Fund indicated in paragraph 36.1 above is not
necessarily indicative of the future performance of the Fund.

36.5 As required under the regulations made under the Securities and Futures Act, this Prospectus
does not contain any other information on past performance based on simulated results of a
hypothetical collective investment scheme.

36.6 Expense ratio

The expense ratio of the Fund (calculated in accordance with Investment Management
Association of Singapore's guidelines on the disclosure of expense ratios and based on
figures in the Fund's latest audited accounts) for the financial year ended 30 June 2015 is
0.35%.

The following expenses (where applicable) are excluded from the calculation of the expense
ratios:

48
 (a) brokerage and other transaction costs associated with the purchase and sales of
investments (such as registrar charges and remittance fees);

(b) foreign exchange gains and losses of the Fund whether realised or unrealised;

(c) front-end loads, back-end loads and other costs arising on the purchase or sale of a
foreign unit trust or mutual fund;

(d) tax deducted at source or arising from income received, including withholding tax;

(e) interest expenses; and

(f) dividends and other distributions paid to Holders.

36.7 Turnover ratio

The audited turnover ratio of the Fund (calculated based on the lesser of purchases or sales
of underlying investments of the Fund expressed as a percentage of daily average NAV) for
the financial year ended 30 June 2015 is 16.40%.

37. The current benchmark against which the performance of the Fund will be measured is the
Straits Times Index (STI), in total returns.

XV SOFT DOLLAR COMMISSIONS/ARRANGEMENTS

38.1 The primary objective of the Manager in placing orders for the purchase and sale of Index
Shares and non-Index Shares, when adjusting the Fund’s portfolio to reflect changes in the
Index or in respect of a cash subscription or redemption, is to obtain the most favourable net
results taking into account such factors as price, commission or spread and size of the order.
Where it is consistent with this objective, it is the Manager’s practice to place such orders with
brokers/dealers who supply research, market information and quotations and statistical
information to the Manager, which may be useful to the Manager in providing its services as
manager of the Fund and/or may be useful to the Manager in providing services to other
clients (including other funds managed by the Manager), other than as manager of the Fund.

38.2 Appointment of soft dollar brokers

The Manager will appoint soft dollar brokers onto its broker panel only after it has ensured
that:

a) full disclosure of the practice of accepting soft dollars is made;

b) the commission rates charged are comparable with the market rates;

c) there is no conflict of interest;

d) the soft dollar credits are used only for clearly defined services;

e) at all times trades are executed through the respective brokers only on the basis of
best execution regardless whether soft dollar benefits will accrue. Best execution
shall include competitive prices with smooth execution ability; and

49
 f) relevant regulations and guidelines are complied with.

The procedures for the appointment of the brokers shall be no different from that of normal full
service brokers.

Execution and allocation

If the Trustee objects to the use of the soft dollar brokers, the trades of the Fund shall be
segregated from the rest of the trades that are executed through the relevant soft dollar
broker(s). The Manager will execute trades for such accounts only with authorised full service
brokers.

It is the responsibility of the Manager to ensure that the allocation quotas are adhered to. In
addition, the Manager will monitor the execution ability of the soft dollar brokers and assign
the business strictly on a “best execution” basis.

38.3 Subject to the provisions of the CIS Code, in its management of the Fund, the Manager may
receive soft dollar commissions from, or may enter into soft dollar arrangements with,
stockbrokers who execute trades on behalf of the Fund and the soft dollars received would be
restricted to the following kinds of services:

(a) specific advice as to the advisability of dealing in, or of the value of any investments;

(b) research and advisory services;

(c) economic and political analysis;

(d) portfolio analysis including valuation and portfolio measurements;

(e) market analysis;

(f) data and quotation services;

(g) computer hardware or software that are used to support the investment decision
making process, the giving of advice, or the conduct of research or analysis; and

(h) custodial services in relation to the investments managed for clients.

The following are, however, prohibited:

a) travel, accommodation and entertainment expenses;

b) general administrative goods and services including office equipment and premises;

c) membership fees;

d) employee salaries;

e) direct money payments / rebates.

The Manager shall retain the records of the payments made using soft dollar commissions.

XVI CONFLICTS OF INTEREST

39.1 Other than the Fund, the Manager is also the manager of other collective investment
schemes including but not limited to:

a) Nikko AM Shenton Japan Fund

b) Nikko AM Shenton Thrift Fund

50
 c) Nikko AM Shenton Income Fund

d) Nikko AM Shenton Asia Pacific Fund

e) Nikko AM Shenton Greater China Fund

f) Nikko AM Shenton Global Opportunities Fund

g) Nikko AM Shenton World Bank Green Bond Fund

h) Nikko AM Shenton Emerging Enterprise Discovery Fund

i) Nikko AM Shenton Horizon Investment Funds

j) Nikko AM Shenton Eight Portfolios

k) Nikko AM Asia Investment Funds

l) Nikko AM Shenton Short Term Bond Funds

m) Nikko AM Asia Healthcare Fund

n) ABF Singapore Bond Index Fund

o) Nikko AM China Multi Access Opportunities Fund

p) Nikko AM Asia Limited Investment Series

q) Nikko AM Japan Dividend Equity Fund

r) MSIG Asian Bond Fund

s) Nikko AM China Onshore Fund Series

t) Nikko AM Global Multi Asset Conservative Fund

u) Nikko AM EG Emerging Markets Multi Asset Fund

v) Nikko AM ASEAN Equity Fund

w) Nikko AM All China Equity Fund

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

39.3 The Manager is of the view that it is not in a position of conflict in managing its other funds as
these funds and the Fund have different investment universes and investment restrictions. To
the extent that there are overlapping investment objectives, the Manager will, as far as
practicable, endeavour to have the same securities holdings for such overlapping areas with

51
 such securities allocated on a pro-rata basis among the funds. The Manager will conduct all
transactions with or for the Fund at arm’s length.

40.1 The Trustee, and the Manager, and any Connected Person or associate of the Trustee and
the Manager may:

(a) purchase, hold, deal in or dispose of Units;

(b) contract or enter into any financial, banking, insurance, brokerage or other transaction
with one another, Holders, Participating Dealers or any corporation or body any of
whose securities form part of the Deposited Property of the Fund, make profits from
such contracts or other transactions and be interested in any such corporation or
body; and

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

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

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

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

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

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

40.7 The Manager may, in accordance with applicable law and regulation, effect agency cross
transactions where both the sale and purchase of an investment are effected for clients
(including the Fund on the one hand) of the Manager and/or its Connected Persons provided

52
 that the sale and purchase decisions are in the interests of both clients, permitted within the
investment guidelines/objectives of both clients and the transactions are executed on an
arm’s length basis and at the best price available to the Fund having regard to the kind, size
and time of the transaction.

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

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

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

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

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

40.13 Subject to the provisions of the Deed, the Manager or the Trustee may purchase, hold, deal in
or dispose of Units provided that any such transaction shall be on an arm's length basis. If
any conflict of interest arises as a result of such dealing, the Manager and the Trustee,
following consultation with the other, will resolve such conflict in a just and equitable manner
as they shall deem fit.

XVII REPORTS

41. The Fund’s financial year ends on 30 June in each year. Holders may obtain electronic copies
of the annual accounts of the Fund, reports of the auditors on the annual accounts of the
Fund and the annual reports of the Fund for the relevant financial year (collectively, the
“Reports”) from the Manager’s website at www.nikkoam.com.sg. The Reports will be made
available on the Manager’s website within three (3) months of the financial year-end of the
Fund and will remain on the Manager’s website for at least 12 months from the date of
posting on the Manager’s website. Printed copies of the Reports are not sent to Holders.
However, Holders who would like to receive printed copies of the Reports may submit the
relevant request to the Manager.

42. Holders may obtain electronic copies of the semi-annual report and semi-annual accounts of
the Fund (collectively, the “Semi-Annual Reports”) from the Manager’s website at
www.nikkoam.com.sg. The Semi-Annual Reports will be made available on the Manager’s

53
 website within two (2) months of the end of the period covered by the relevant report and
accounts and will remain on the Manager’s website for at least 12 months from the date of
posting on the Manager’s 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 may submit the relevant request to the Manager.

XVIII QUERIES AND COMPLAINTS

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

XIX OTHER MATERIAL INFORMATION

44. Trading Units on the SGX-ST

Units of the Fund are listed for trading on the secondary market on the SGX-ST. Units can be
bought and sold throughout the trading day like other publicly traded shares. There is no
minimum investment. Although Units are generally purchased and sold in "board lots" of 100
Units, brokerage firms may permit investors to purchase or sell Units in smaller "odd-lots",
although prices of Units traded in "odd-lots" may differ slightly from Units purchased and sold
in "board lots". When buying or selling Units through a broker, investors will incur customary
brokerage commissions and charges and stamp duty, and investors may pay some or all of
the spread between the bid and the offered price in the secondary market on each leg of a
round trip (purchase and sale) transaction. Unit prices are reported in Singapore dollars and
cents per Unit.

45. Book-entry Securities

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

Units' Trading Prices and Market Makers

46.1 The trading prices of Units on the SGX-ST may differ in varying degrees from their daily NAV
and can be affected by market forces such as supply and demand, economic conditions and
other factors.

46.2 It is the intention of the Manager to assist in the creation of liquidity for investors by appointing
Market Makers before the listing of the Fund to maintain a market for the Units. Units may be
purchased from and sold through the Market Makers. However, there is no guarantee or
assurance as to the price at which a market will be made. You may obtain a list of appointed
Market Makers from the Manager. In maintaining a market for Units, the Market Makers may
realise profits or sustain losses in the amount of any differences between the prices at which
they buy Units and the prices at which they sell Units. Any profit made by the Market Makers
may be retained by them for their absolute benefit and they shall not be liable to account to
the Fund in respect of such profits.

54
47. Additional Listing

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

48. Distributions

The Manager shall have the absolute discretion to determine whether a distribution is to be
made. The Manager currently intends to make distributions, less the expenses of the Fund, to
Holders semi-annually around January and July of each year. However, there can be no
assurance that the Manager will declare such dividends or make other distributions semi-
annually. The yield on the Units is anticipated to approximate the yield on the Index. There is
currently no dividend reinvestment service. On each distribution, in relation to each
distribution period as determined by the Manager, the Trustee will allocate for distribution
among the Holders of the Fund as at the Record Date such amount that the Manager
determines to be distributed in its absolute discretion. Amounts to be distributed in respect of
each Unit will be rounded down to the nearest S$0.01 per Unit. The Record Dates may be
changed, or added to, as determined by the Manager with the approval of the Trustee.
Distributions will only be paid to the extent that they are available for distribution pursuant to
the Trust Deed. Income received by the Fund pending distribution may be invested by the
Manager in a manner consistent with achieving the investment objective of the Fund. Any
monies payable to a Holder which remain unclaimed after a period of twelve months shall be
accumulated by the Trustee in a special account (the "Unclaimed Monies Account") and,
subject to Clause 31 of the Trust Deed, the Trustee shall cause such sums which represent
monies unclaimed by a Holder for more than six (6) years and interest, if any, earned thereon
to be paid into court after deducting all fees, costs and expenses incurred in relation to such
payment from the sum thereof provided that if the said sum is insufficient to meet all such
fees, costs and expenses, the Trustee shall be entitled to have recourse to the Deposited
Property.

Taxation Considerations

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

Singapore Tax

50.1 The following summary of certain Singapore income tax consequences of the purchase,
ownership and disposition of Units is based upon laws and regulations now in effect, all of
which are subject to change (possibly with retroactive effect). The summary does not purport
to be a comprehensive description of all the tax considerations that may be relevant to a
decision to purchase, own or dispose of Units and does not purport to deal with the
consequences of application to all categories of investors, some of which may be subject to
special rules. The comments herein are not binding on the Singapore tax authorities and
there can be no assurance that it will not take a position contrary to any of the comments
herein. You are advised to consult your own tax advisers concerning the application of

55
 Singapore tax laws to your particular situation as well as any consequences of the purchase,
ownership and disposition of Units arising under the laws of any other tax jurisdictions.

50.2 Taxation of the Fund

The Fund was granted the Designated Unit Trust status by the Inland Revenue Authority of
Singapore ("IRAS") on 13 February 2009. With effect from 1 September 2014, the Designated
Unit Trust scheme (“DUT scheme”) is administered on a self-assessment basis. The Fund
must meet the specified conditions of the DUT scheme throughout the basis period for each
year of assessment and a declaration form is to be submitted to the IRAS on an annual basis.
In addition, unless further extended, the DUT scheme will expire on 31 March 2019. Even if
the DUT scheme were to expire on 31 March 2019, the Fund may continue to enjoy the
Designated Unit Trust status if it continues to meet all the specified conditions of the DUT
scheme and the annual declaration form is submitted to the IRAS within the specified time
limit.

Under Section 35(12) of the Income Tax Act, Chapter 134 of Singapore (the "Income Tax
Act"), subject to certain conditions, the following income (hereinafter termed as "Designated
Income") will not form part of the statutory income of the Fund and is thus not taxable at the
Fund’s level:

• gains or profits derived from Singapore or elsewhere from the disposal of securities;
• interest (other than those where Singapore withholding tax has been deducted);
• dividends derived from outside Singapore and received in Singapore;
• gains or profits derived from foreign exchange transactions, transactions in futures
contracts, transactions in interest rate or currency forwards, swaps or option contracts
and transactions in forwards, swaps or option contracts relating to any securities or
financial index;
• distributions from foreign unit trusts derived from outside Singapore and received in
Singapore;
• fees and compensatory payments (other than those where Singapore withholding tax has
been deducted) from certain securities lending or repurchase arrangements with specified
counterparties;
• rents and any other income derived from any immovable property situated outside
Singapore and received in Singapore;
• discount derived from outside Singapore and received in Singapore;
• discount from Qualifying Debt Securities ("QDS") (as defined under Section 13(16) of the
Income Tax Act) issued during the period from 17 February 2006 to 31 December 2018;
• gains or profits derived from the disposal of debentures, stocks, shares, bonds or notes
issued by supranational bodies;
• prepayment fee, redemption premium and break cost from QDS issued during the period
from 15 February 2007 to 31 December 2018; and
• such other income directly attributable to QDS issued on or after a prescribed date, as
may be prescribed by regulations.

Unless otherwise exempt from tax, any income not falling within the prescribed list of
Designated Income ("non-Designated Income") will generally be subject to tax at the
prevailing corporate income tax rate, currently 17%. The tax on such income will be assessed
on the Trustee in its capacity as the trustee of the Fund.

Distributions made by the Fund to all Holders will not attract Singapore withholding tax.

56
50.3 Taxation of Holders

Distributions from the Fund

Individuals

Individuals (whether resident in Singapore or not) are exempt from Singapore income tax on
distributions made by the trustee of any collective investment scheme constituted as a unit
trust authorised under Section 286 of the Securities and Futures Act and the units of which
are offered to the public for subscription. This tax exemption does not apply to distributions
derived by individuals through a partnership in Singapore or from the carrying on of a trade,
business or profession.

As the Fund is a collective investment scheme constituted as a unit trust authorised under
Section 286 of the Securities and Futures Act and the units of which are offered to the public
for subscription, the aforesaid tax exemption will apply to distributions made by the Fund.
Individuals who derive the distributions through a partnership in Singapore or from the
carrying on of a trade, business or profession will be subject to tax on distributions of
Designated Income at their own applicable tax rates.

Non-individuals

Foreign investors

All distributions of Designated Income to Holders who are "foreign investors" are exempt from
Singapore income tax.

With effect from 30 May 2014, the term "foreign investor" is defined in Section 10(23) of the
Income Tax Act in relation to a non-individual as:

• a company which is neither resident in Singapore nor carrying on business through a

permanent establishment in Singapore where not less than 80% of the total number of its
issued shares are beneficially owned, directly or indirectly, by persons who are not
citizens of Singapore and not resident in Singapore; and
• a trust fund where at least 80% of the value of the fund is beneficially held, directly or
indirectly, by individuals who are not resident in Singapore or by companies which are
foreign investors or by both and, unless waived by the Singapore Minister for Finance or
such person as he may appoint, where:
- the fund is created outside Singapore; and
- the trustees of the fund are neither citizens of Singapore nor resident in Singapore,
nor do they carry out duties as such trustees through a permanent establishment in
Singapore.

In general, any non-Designated Income is subject to a final tax at the Fund's level. Any
distributions made out of non-Designated Income will not be subject to further Singapore
income tax in the hands of a foreign investor.

Distributions paid by the Fund out of non-Designated Income that is exempt from income tax
will be exempt in the hands of such Holders.

Other Holders

Other Holders (i.e. those who are neither individuals nor foreign investors) are generally
subject to Singapore income tax on the gross amount of the distributions paid out of
Designated Income by the Fund. Such distributions are deemed to be income of such Holders
and will be taxed at the Holders’ own applicable tax rates. In the case of a corporate Holder,

57
 the current income tax rate is 17%. In general, any non-Designated income is subject to a
final tax at the Fund’s level. Any distributions made out of non-Designated Income will not be
subject to further Singapore income tax in the hands of such Holders.

Distributions paid by the Fund out of non-Designated Income that is exempt from income tax
will be exempt in the hands of such Holders.

Deeming of undistributed Designated Income as taxable income to certain Holders

Under Section 10(20B) of the Income Tax Act, any undistributed Designated Income as at the
applicable relevant date (which is a date on or after 1 June 2015) will be deemed as income
taxable on such relevant date in the hands of certain Holders under the following scenarios:

(a) the unit trust is dissolved, and is a DUT for the year of assessment for the basis
period in which the dissolution occurred;

(b) the unit trust is not a DUT within the meaning of Section 35 for any year of
assessment;

(c) the trustee fails to elect under Section 35(12B) for Section 35(12) to apply to his
income for any year of assessment;

(d) the trustee elects under Section 35(12B) for Section 35(12) to apply to his income
derived in only a part of the basis period for any year of assessment.

Section 10(20B) of the Income Tax Act applies to the following persons:

(i) a Holder who is not an individual and not a foreign investor;

(ii) a Holder who is an individual and not a foreign investor, and who holds the Units for
the purposes of a trade, profession or business;

(iii) a partner who is not an individual and not a foreign investor, of a partnership which is
a Holder;

(iv) a partner who is an individual and not a foreign investor, of a partnership in Singapore
which is a Holder.

An individual is not a foreign investor if the individual is resident in Singapore.

Such Holders will be taxed on their proportionate share of the undistributed Designated
Income based on the distribution policy in the trust deed or their respective holdings in the
Fund as at the aforesaid relevant date. A Holder who is an individual resident in Singapore
would not be taxed on his proportionate share of the undistributed Designated Income that
relates to gains or profits derived from Singapore or elsewhere from the disposal of securities.

50.4 Disposal or redemption of Units

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

58
 Holders who have not opted out of the tax treatment provided under Section 34A of the
Income Tax Act (which is applicable to persons who are required to prepare or maintain
financial accounts in accordance with Singapore Financial Reporting Standard 39), may for
Singapore income tax purposes be required to recognise gains or losses (not being gains or
losses in the nature of capital) on Units, irrespective of disposal.

Holders who may be subject to the tax treatment under Section 34A of the Income Tax Act
should consult their own accounting and tax advisers regarding the Singapore income tax
consequences of their acquisition, holding or disposal of Units.

51. Meetings of Holders

The Trust Deed sets out procedures to be followed in respect of meetings of the Holders,
including provisions as to the giving of notice, appointment of proxies and quorum. The
Holders shall in addition to all other powers conferred upon them by statute or by the Trust
Deed or otherwise have the following powers exercisable by Extraordinary Resolution
namely:

(i) power to assent to any modification or alteration of the provisions contained in the
Trust Deed;

(ii) power to increase the maximum Management Fee and Trustee Fee;

(iii) power to permit other types of fees payable out of the Deposited Property; and

(iv) power to terminate the Fund.

All expenses of and incidental to the holding of a meeting in accordance with the provisions of
the First Schedule of the Trust Deed or the circulation of resolutions shall be paid out of the
Deposited Property. The Manager, the Trustee, the Custodian, any investment adviser
appointed by the Manager or their respective Connected Persons are prohibited from voting
their beneficially held Units at or be counted in the quorum for a meeting at which they have a
material interest in the business to be contracted.

Amending the Trust Deed without Holders' Approval

52.1 Subject as hereinafter provided, the Trustee and the Manager may from time to time alter,
modify or vary the terms of the Trust Deed by deed supplemental thereto in such manner and
to such extent as they may consider expedient for any purpose provided that unless the
Trustee certifies in writing that such alteration, modification or variation is in the opinion of the
Trustee not materially prejudicial to the interest of the Holders, does not to any material extent
release the Trustee or the Manager from any liability to Holders (other than upon any
retirement or removal of the Trustee or the Manager) and does not increase the costs and
charges payable out of the Fund (other than costs incurred in altering, modifying or varying
the Trust Deed), no such alteration, modification or variation shall be made without the
sanction of an Extraordinary Resolution. All amendments to the Trust Deed (whether with or
without approval of the Holders) will have to be publicly announced on the SGXNET, with the
announcement to be posted on the Internet at the SGX-ST website: http://www.sgx.com.

59
52.2 Without prejudice to paragraph 52.1, the Trustee and the Manager shall be entitled to alter,
modify or vary the terms of the Trust Deed by deed supplemental thereto (and without the
sanction of an Extraordinary Resolution) if the alteration, modification or variation to be made
thereby is:

(a) made in order either that the Fund should comply with fiscal or other statutory or
official requirements (whether or not having the force of law) of any country or
authority and the Trustee certifies in writing that in its opinion such change is
necessary to so comply; or

(b) to correct a manifest error and the Trustee certifies in writing accordingly.

52.3 In addition, no alteration, modification or variation, whether or not approved by an

Extraordinary Resolution, shall impose upon any Holder any obligation to make any further
payments in respect of any of the Units held by him or to accept any liability in respect of such
Units.

52.4 Notwithstanding paragraph 52.1 above, provided that the Trustee shall certify in writing that
any modification, alteration or addition is directly or indirectly necessary or desirable in the
Trustee's opinion for the purposes of listing or maintaining a listing of the Units on the SGX-
ST or any successor thereto, then the Trustee and the Manager may by deed supplemental to
the Trust Deed modify, alter or add to the provisions of the Trust Deed in such manner and to
such extent as they may consider expedient for that purpose without the sanction of an
Extraordinary Resolution.

52.5 All of the costs and expenses incurred by the Trustee or the Manager in connection with any
such supplemental deed referred to in paragraph 52 of this Prospectus or entered into to
effect a modification, alteration, addition or replacement of a kind referred to in this paragraph
52 (including expenses incurred in the holding of a meeting of Holders, where necessary)
may be charged against the Fund.

53. Indemnities in favour of Trustee and Manager

The Trust Deed contains the duties and responsibilities of the Trustee and the Manager. The
Trust Deed requires that (subject as provided in the Trust Deed) the Trustee and the Manager
shall in the exercise their respective powers, authorities and discretions act in the exclusive
interests of the Holders. Neither the Trustee nor the Manager (and their respective directors,
officers and employees) shall be exempted from any liability to Holders, under Singapore law,
for any fraud, negligence, bad faith or wilful default on its (or their) part, nor may they be
indemnified against such liability by Holders or at the expense of Holders. The Trust Deed
includes certain exclusions of liability and indemnities in favour of the Trustee and the
Manager, other than in respect of the Trustee’s or Manager’s fraud, negligence, bad faith or
wilful default.

Termination of the Fund

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

60
54.2(A) The Fund is of indeterminate duration and may only be terminated in accordance with the
Trust Deed. The Fund may be terminated by the Trustee, with the prior approval of the
Manager (except in the case of sub-paragraphs (i), (iv), (vii) and (viii) below whereupon the
Trustee may terminate the Fund forthwith) by notice in writing as hereinafter provided in any
of the following events, namely:

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

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

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

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

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

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

(vii) if the Manager goes into liquidation (other than voluntary liquidation for the purpose of
reconstruction or amalgamation upon terms notified in writing to the Trustee two (2)
months before the effective date of the liquidation) or shall be adjudged a bankrupt or
insolvent or appoints a liquidator or if a judicial manager or a receiver shall be
appointed in respect of the property or undertaking of the Manager or any part thereof
or the Manager is the subject of any analogous proceedings or procedure in each
case under the law of Singapore or such other law as may be applicable in the
circumstances where, after the expiration of a period of three months, the Trustee
has not appointed a new Manager in accordance with Clause 29.3 of the Trust Deed;
or

(viii) if on the expiration of three (3) months after notifying the Manager that in the
Trustee’s opinion a change of Manager is desirable in the interests of the Holders
pursuant to Clause 29.1.2 of the Trust Deed the Trustee has not found another
company ready to accept the office of the manager of the Fund of which the Trustee
and the Authority shall approve.

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

(i) if it becomes illegal to continue the Fund, or if in the opinion of the Manager, it
becomes impossible or impracticable to continue the Fund and termination of the
Fund is in the best interests of Holders;

61
 (ii) if the Fund shall become liable to taxation (whether in Singapore or elsewhere) in
respect of income or capital gains at a rate considered by the Manager to be
excessive in relation to the rate which would be borne by the Holders if they owned
directly the Index Shares and non-Index Shares in question;

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

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

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

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

(vii) if the size of the Fund falls below S$300 million on any day falling two (2) years or
more after the date of the Trust Deed;

(viii) if the average of the daily Value of the Deposited Property is less than S$300 million
over any rolling three-month period; or

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

The decision of the Trustee and/or the Manager in any of the events specified in paragraphs
54.2(A) and (B) shall be final and binding upon all parties concerned but the Trustee and/or
the Manager shall be under no liability on account of any failure to terminate the Fund
pursuant to this paragraph or otherwise.

54.3 The party terminating the Fund shall give written notice of termination of the Fund to the
Holders in the manner herein provided and shall by such notice fix the date at which such
termination is to take effect, which date shall not be less than three (3) months after the
service of such notice (except where the Fund is terminated by reason that it is illegal to
continue in accordance with paragraph 54.2(A)(i) or paragraph 54.2(B)(i) in which case
termination may take effect forthwith without any prior notice to Holders).

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

54.5 The Manager shall give prior written notice of the termination of the Fund pursuant to this
paragraph 54 to the Authority in accordance with the CIS Code and the Securities and
Futures Act.

62
54.6 In the event of termination of the Fund, the Manager shall provide such information,
documents and assistance as may be necessary or reasonably requested by the Trustee to
enable the Trustee to fulfill its duties and obligations under the Trust Deed, the CIS Code and
the Securities and Futures Act.

54.7 Upon the Fund being terminated, the Manager and/or the Trustee shall sell or realise all
Investments in the manner provided in Clause 31.1 of the Trust Deed. Subject to Clause 31.3
of the Trust Deed, the Trustee may at such time or times as it may deem convenient distribute
in specie to the Holders pro rata to the number of Units held or deemed to be held by them
respectively all Index Shares and non-Index Shares then remaining in its hands as part of the
Deposited Property. Each Holder shall be entitled to receive approximately a proportionate
amount of each type of Index Share and non-Index Share (provided that no fraction of any
Index Share or non-Index Share shall be distributed) available for distribution together with a
balancing payment in cash in the case of Holders who shall not receive the full proportionate
amount of any Index Shares and non-Index Shares and for such purpose the Manager and/or
the Trustee may sell any Index Shares and non-Index Shares remaining in its hands as part
of the Deposited Property. Such distribution, and the distribution of any income from the
Income Account, shall be carried out and completed in such manner and within such period
after the termination of the Fund as the Trustee in its absolute discretion thinks advisable.

54.8 The Trustee shall be entitled to retain any monies or Index Shares or non-Index Shares in its
hands under the provisions of Clause 31 of the Trust Deed to the extent required, in its
absolute discretion, to make full provision for all costs, charges, expenses, claims and
demands incurred, made or apprehended by the Trustee being either in connection with or
arising out of the liquidation of the Fund or otherwise properly payable out of the Deposited
Property in accordance with the Trust Deed or law and out of the monies so retained to be
indemnified and saved harmless against any costs, charges, expenses, claims and demands.

54.9 Any unclaimed Index Shares and non-Index Shares held by the Trustee under the provisions
of Clause 31 of the Trust Deed may at any time after the expiration of twelve (12) months
from the date on which the same were to be distributed under Clause 31.2 of the Trust Deed
be sold by the Manager and/or the Trustee and the net proceeds together with any unclaimed
cash held by the Trustee at such time be paid into Court subject to the right of the Trustee to
deduct therefrom any expenses it may incur in carrying out Clause 31 of the Trust Deed.

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

Remuneration of Manager and Trustee

55.1 The Manager shall, in addition to any other amounts which it is entitled to receive or retain for
its own use and benefit under the Trust Deed, be entitled to receive for its own account out of
the Deposited Property as soon as practicable after the last Dealing Day in each month in
each year, commencing with the month in which the initial Units of the Fund are issued (until,
upon determination of the Fund, the final distribution shall have been made pursuant to the
Trust Deed), the amount of Management Fee payable in respect of such month accrued and
remaining unpaid. The Management Fee shall accrue on a daily basis. The amount of the
Management Fee shall not exceed a maximum of zero-point-five per cent. (0.5%) per annum
of the daily Value of the Deposited Property provided that (i) the Manager may at any time
charge a smaller percentage with authority, on giving notice to the Trustee, to increase it to a

63
 larger percentage, not greater than the percentage permitted by the Trust Deed with effect
from the expiry of three (3) months’ notice in writing given by the Manager to the Holders and
(ii) the Manager may, on giving notice to the Trustee, at any time alter the dates of payment
and basis of accrual provided that, in the opinion of the Trustee, it does not materially
prejudice the interests of the Holders and one (1) month's prior notice is given to the Holders
(if required under the CIS Code); and (iii) the Manager may not increase the Management
Fee to a percentage greater than the percentage permitted by the Trust Deed or change the
structure of the fees payable to the Manager without the sanction of an Extraordinary
Resolution. The current and maximum level of the Management Fee shall be stated in
paragraph 16.2 of this Prospectus.

55.2 The Trustee shall, in addition to any other amounts which it is entitled to receive or retain for
its own use and benefit under this Trust Deed, be entitled to receive for its own account out of
the Deposited Property as soon as practicable after the last Dealing Day in each month in
each year, commencing with the month in which the initial Units are issued (until, upon
determination of the Fund, the final distribution shall have been made pursuant to the Trust
Deed) the amount of Trustee Fee payable in respect of such month accrued and remaining
unpaid. The Trustee Fee shall accrue on a daily basis. The amount of Trustee Fee shall not
exceed a maximum of zero-point-one-five per. cent. (0.15%) per annum of the daily Value of
the Deposited Property subject to a minimum fee of S$24,000 for the first financial year of the
Fund and a minimum fee of S$48,000 per annum thereafter provided that (i) the Trustee may
at any time charge a smaller percentage with authority, with the prior approval of the
Manager, to increase it to a larger percentage, not greater than the percentage permitted by
the Trust Deed with effect from the expiry of three (3) months’ notice in writing given by the
Trustee to the Holders and (ii) the Trustee may, with the prior approval of the Manager, at any
time alter the dates of payment and basis of accrual if, in the opinion of the Trustee, it does
not materially prejudice the interests of the Holders and one (1) month's prior notice is given
to the Holders (if required under the CIS Code); and (iii) the Trustee may not increase the
Trustee Fee to a percentage greater than the percentage permitted by the Trust Deed or
change the structure of the fees payable to the Trustee without the sanction of an
Extraordinary Resolution. The current and maximum level of the Trustee Fee shall be stated
in paragraph 16.2 of this Prospectus.

Costs and Expenses Payable by the Fund

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

(i) all fees paid to the Authority in connection with or arising out of the Fund and/or its
authorisation pursuant to the Securities and Futures Act and, if and for so long as the
Fund is designated as a CPFIS Included Fund all fees paid to the CPF Board and its
agents in connection with the Fund being designated as a CPFIS Included Fund;

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

(iii) all stamp and other duties, taxes, governmental charges, brokerage, commissions,
exchange costs and commissions and bank charges in relation to transactions

64
 involving the whole or any part of the Deposited Property or on the creation,
cancellation or redemption of Units;

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

(v) the fees and expenses of any person acting as the Registrar, the administrator (if
any) and the Custodian, pursuant to the terms of the agreements entered into by the
Trustee and/or the Manager with the Registrar, the administrator (if any) or the
Custodian respectively;

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

(vii) all charges, expenses and disbursements incurred in relation to the safe-custody,
acquisition, holding, realisation of or other dealing with any Investment for the
account of the Fund (including bank charges, telex and facsimile and other
communication charges);

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

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

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

(xi) all charges and expenses incurred by the Manager and the Trustee in connection
with the meetings of Holders;

(xii) the fees and expenses incurred by the Manager and the Trustee in obtaining and/or
maintaining the listing of Units on or delisting the Units from the SGX-ST or any other
securities exchange, and/or the authorisation or other official approval or sanction of
the Fund under the Securities and Futures Act or any other law or regulation in any
part of the world and/or the designation of the Fund as a CPFIS Included Fund (if and
for so long as the Fund is designated as a CPFIS Included Fund);

(xiii) the fees and expenses incurred in connection with depositing and holding Units in the
CDP;

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

65
(xv) to the extent permitted by the CIS Code, all costs incurred in respect of the
maintenance of a website or webpage dedicated entirely to the Fund, as approved by
the Authority;

(xvi) all fees, costs and expenses incurred in respect of preparing, printing, distributing and
updating this Prospectus and any supplemental and replacement prospectus relating
to the Fund;

(xvii) all fees, costs and expenses incurred in respect of preparing any deeds supplemental
to the Trust Deed and in respect of preparing any agreement in connection with the
Fund;

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

(xix) all fees and expenses incurred in connection with the retirement or removal of the
Manager or the Trustee or the appointment of a new Manager or a new Trustee;

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

(xxi) all fees and expenses incurred in connection with the retirement or removal of the
Auditors or the appointment of new Auditors;

(xxii) all expenses incurred in the collection of income for the Income Account;

(xxiii) all expenses associated with the distributions declared pursuant to the Trust Deed;

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

(xxv) all other reasonable costs, charges and expenses which in the opinion of the Trustee
and the Manager are properly incurred in the administration of the Fund and the
Deposited Property and pursuant to the performance of their respective duties under
this Trust Deed;

(xxvi) all such charges, costs, expenses and disbursements as under the general law the
Trustee is entitled to charge to the Fund;

(xxvii) all GST (as defined in Clause 21.7 of the Trust Deed) paid or to be paid in respect of
services rendered to or by the Manager or the Trustee;

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

(xxix) all taxation payable in respect of income or the holding of or dealings with the
Deposited Property; and

(xxx) any amounts required to indemnify the Trustee pursuant to the Trust Deed.

66
56.2 Except to such extent as the Manager may from time to time determine that the whole or any
part of the Management Fee, the Trustee Fee or any costs, charges, fees or expenses
(including, without limitation, any interest and expenses referred to in paragraph 56.1 above)
that may be charged against the Deposited Property shall be charged against the Deposited
Property, the same shall be charged as far as possible against the Income Account first.

56.3 The preliminary expenses of the Manager in relation to the setting up of the Fund (which shall
not exceed S$255,000), may be paid out of the Deposited Property and shall be amortised
over a period of one (1) year from the date of the first issue of Units.

Valuation of the Fund

57.1 The Manager shall calculate or procure the calculation of the Value of the Fund and
determine its NAV as at each Valuation Point by valuing the Deposited Property in
accordance with paragraphs 57.2 and 57.3 below, and deducting the liabilities of the Fund in
accordance with paragraph 57.3 below, as at such Valuation Point. The Manager may appoint
any professional person who is approved by the Trustee to perform such calculation.

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

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

(a) The Value of Index Shares may be taken from the Index Licensor (where
available). Other acceptable pricing services for Index Shares (where
appropriate Values are not available from the Index Licensor) and non-Index
Shares include, but are not limited to, FT Interactive, Bloomberg, Reuters and
Citigroup Yield Book or any successors thereto.

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

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

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

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

67
 (b) Investments for which quotations are not readily available are valued at fair
value as determined by the pricing service using methods which include
consideration of prices of Investments of comparable quality, type, expiration
date, strike price, and the like; indications as to value from dealers; and
general market conditions.

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

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

(v) Other Investments, and properties other than Investments shall be valued in such
manner and at such time or times as the Manager and the Trustee shall from time to
time agree.
57.3 In calculating the Value of the Deposited Property or any part thereof at any Valuation Point:

(i) every Unit agreed to be issued in relation to an application received on or before the
Dealing Deadline on a Transaction Date shall be deemed to be in issue on the
Dealing Day immediately following the Transaction Date and the Deposited Property
shall be deemed to include the amount of any cash and/or Value of any Deposit
Securities to be paid and/or received in respect of each such Unit on the Dealing Day
immediately following the Transaction Date;

(ii) where, in consequence of any redemption request duly given pursuant to Clause 14
of the Trust Deed on or before the Dealing Deadline on a Transaction Date, the Units
in question shall be deemed not to be in issue with effect from the Dealing Day
immediately following the Transaction Date, and any amount payable in cash and the
Value of the Redemption Securities transferable out of the Deposited Property in
pursuance of such reduction shall be deducted with effect from the Dealing Day
immediately following the Transaction Date;

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

68
 (iv) there shall be included in the assets an amount equal to all such costs, charges, fees
and expenses as the Manager may have determined to amortise pursuant to Clause
21.5 of the Trust Deed less the amount thereof which have previously been or are
then to be written off;

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

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

(a) any amount of Management Fee and Trustee Fee accrued up to and
including the relevant time but remaining unpaid;

(b) the amount of tax (if any) on gains or profits accrued up to the end of the last
Accounting Period or part thereof but remaining unpaid and any other
expenses accrued but remaining unpaid;

(c) the aggregate amount for the time being outstanding of any borrowing
effected under Clause 16 of the Trust Deed and the amount of any interest
and expenses referred to in Clause 16 of the Trust Deed but not paid;

(d) an amount equal to the Value of any Investment which is a negative amount;

(e) any other costs or expenses payable but not paid which are expressly
authorised by any of the provisions of the Trust Deed to be payable out of the
Deposited Property;

(f) an appropriate allowance for any contingent liabilities; and

(g) there shall be taken into account such sum (if any) as in the estimate of the
Manager will fall to be paid or reclaimed in respect of taxation related to
income and transactions prior to or on the relevant Dealing Day; and

(vii) liabilities shall (where appropriate) be treated as accruing from day to day.

Valuation policy and performance measurement standards of the Manager

57.4 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 shall continue
to be applied for valuation purposes.

Notwithstanding the foregoing, the Manager’s pricing committee will subject to the provisions
of the CIS Code and the conditions set out in section XIII of this Prospectus retain the
discretion to suspend valuation if deemed necessary. The Manager’s pricing committee is
responsible for considering and arriving at a consensus decision to address any pricing
disputes or valuation methodology that requires ad hoc decision due to market situation.
Subject to the provisions of the CIS Code, the Manager may request for approval to suspend

69
 the valuation and dealing of the Fund if the fair value of a material portion of the Fund’s
assets cannot be determined.

The Manager collates and maintains portfolio and series data in the performance systems on
a periodic basis and generates performance results to meet reporting requirements. Time-
weighted rate of return (TWRR) methodology is adopted for portfolio returns calculation.

Hard-to-value or illiquid assets

57.5 If the most recent available price for a security invested into by the Fund 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 in accordance with the
Manager’s pricing and valuation policy. The adjusted price shall be approved by the
Manager’s pricing committee prior to application.

58. Non-Exercise of Certain Voting Rights

As provided under Clause 23.4 of the Trust Deed, in respect of voting rights attached to any
shares in any company in the Temasek Group, the Manager shall not exercise or cause or
influence any person to exercise any such voting rights, and the Manager shall not in any way
be liable or responsible to any person for the non-exercise of such rights.

59. The Trust Deed

You and your professional advisers should note that this Prospectus only summarises
selected provisions of the Trust Deed. The Trust Deed is a legal document which sets out the
rights, responsibilities and obligations of the Manager, Trustee and Holders. You may wish to
inspect a copy of the Trust Deed at the business address of the Manager indicated in
paragraph 4.1 above. If you have any doubt regarding the contents of this Prospectus, you
should contact the Manager at the telephone number provided in paragraph 43 above, or
consult your solicitor, financial adviser or other professional adviser.

60. Documents Available for Inspection

You may inspect copies of the following documents at the business address of the Manager
during normal business hours for a period of twelve (12) months from the date of this
Prospectus:

(i) the Trust Deed;

(ii) the Depository Agreement between the Manager, the Trustee and the CDP;

(iii) the Licence Agreement; and

(iv) sample agreement between the Manager, Trustee and Participating Dealers.

70
XX GLOSSARY

61. Unless the context otherwise requires, the following words or expressions shall have the
meanings respectively assigned to them, namely:-

"Authority" means Monetary Authority of Singapore;

"Cash Dealing Day" means every Dealing Day or such other day(s) as from time to time
determined by the Manager with the prior approval of the Trustee;

"Cash Settlement Date" has the meaning as ascribed to it in paragraph 20.4 of this
Prospectus or such other time/date as from time to time determined by the Manager with the
prior approval of the Trustee;

"CDP" means The Central Depository (Pte.) Limited, a wholly-owned subsidiary of the Stock
Exchange;

"CIS Code" means the Code on Collective Investment Schemes issued by the Authority
pursuant to the Securities and Futures Act, as may be amended, modified, or supplemented
from time to time by the Authority;

"Connected Persons" has the meaning ascribed to it under the Securities and Futures Act,
and the Listing Rules, and in relation to any firm, limited liability partnership or corporation or
company (as the case may be) means:

(a) another firm, limited liability partnership or corporation in which the first mentioned
firm, limited liability partnership or corporation has control of not less than twenty per
cent. (20%) of the voting power in that other firm, limited liability partnership or
corporation; or

(b) a director, chief executive officer or substantial shareholder or controlling shareholder

of the company or any of its subsidiaries or an associate of any of them;

"CPF" means Central Provident Fund;

"CPF Investment Guidelines" mean the CPF Investment Guidelines issued by the CPF
Board, as the same may be modified, amended, supplemented or revised by the CPF Board
from time to time;

"CPFIS Included Fund" means a collective investment scheme included by the CPF Board
for investment by CPF members under the CPF Investment Scheme;

"Creation Request" means a request for the creation of Units in-kind as set out in
paragraphs 21 and 22 of this Prospectus;

"Creation Unit" has the meaning ascribed to it in paragraph 21.1 of this Prospectus;

71
"Custodian" means the person or persons for the time being appointed by the Trustee with
the prior approval of the Manager as the custodian of the Fund to hold all the assets and
property of the Fund;

"Dealing Day" means any day (other than a Saturday, Sunday or gazetted public holiday) on
which commercial banks are open for business in Singapore and the SGX-ST is open for
normal trading (other than a day on which trading on the SGX-ST is scheduled to close prior
to its regular weekday closing time) and the Index is compiled and published and/or such
other day or days as the Manager may from time to time determine with the approval of the
Trustee;

"Dealing Deadline" means:

(a) 12 noon (Singapore time) on the relevant Cash Dealing Day, for purposes of the
subscription of Units in cash or redemption of Units for cash on any Cash Dealing
Day (or such other time as the Manager may determine with the prior approval of the
Trustee and prior notification to the Holders at such time and in such manner as the
Trustee may require); and
(b) 5.30pm (Singapore time) on the relevant Dealing Day, for purposes of the
subscription or redemption of Units in kind on any Dealing Day (or such other time as
the Manager may determine with the prior approval of the Trustee and prior
notification to the Holders at such time and in such manner as the Trustee may
require);
"Deposit Basket" means a portfolio of Index Shares and non-Index Shares (the Value of
such non-Index Shares not exceeding twenty per cent. (20%) of the Subscription Value on the
previous Dealing Day) determined and designated, or approved, by the Manager in respect of
each Dealing Day for the purposes of the creation of Units in a Creation Unit aggregation for
that Dealing Day;

"Deposited Property" means all the assets (including cash) for the time being held or
deemed to be held upon the trusts of the Trust Deed excluding any amount for the time being
standing to the credit of the Distribution Account;

"Extraordinary Resolution" means a resolution proposed and passed as such by a majority

consisting of seventy-five per cent. (75%) or more of the total number of votes cast for and
against such resolution at a meeting of Holders or (as the case may be) Depositers (as
defined in the Trust Deed) named in the depository register as at 48 hours before the time of
such meeting as certified by the CDP to the Manager or the Trustee;

"Former Index Share" means a share which was formerly, but has ceased to be, an Index
Share;

"Fund" means the Nikko AM Singapore STI ETF. It is an authorised scheme under the
Securities and Futures Act;

"Future Index Share" means a share listed or to be listed on the SGX-ST and which the
Index Licensor has announced will be included in Index or which the Manager and the
Trustee reasonably believe will be included in the Index within 30 days of including it in the
Deposited Property and/or the Deposit Basket/Redemption Basket;

72
"Holder" means the person for the time being entered in the register (kept and maintained in
Singapore by the Trustee in such manner as may be required by applicable law and
regulation) as the holder of a Unit and (where the context so admits) persons jointly so
entered;

"Index" means the Straits Times Index (STI) or such other index as the Fund may track from
time to time;

"Index Licensor" mean the licensor for the time being of the Index being at the date of this
Prospectus, FTSE International Limited or such successor(s) or such other person(s) which
licence the Index or any Successor Index to the Manager in respect of the Fund;

"Index Shares" means any securities which are for the time being constituent securities of
the Index;

"Listing Rules" means the listing rules for the time being applicable to the listing of the Fund
as an investment fund on the SGX-ST as the same may be modified, amended,
supplemented, revised or replaced from time to time;

"Market Day" means any day (other than a Saturday, Sunday or gazetted public holiday) on
which commercial banks are open for business in Singapore and the SGX-ST is open for
business;

"Market Maker" means persons who have entered into an agreement with the Manager to
make a market in the Units on the SGX-ST;

"NAV" means net asset value calculated by reference to the provisions and principles set out
in paragraph 57 of this Prospectus;

"non-Index Shares" means securities other than Index Shares;

"OTC" means over-the-counter;

"Participant Agreement" means an agreement entered into between the Trustee, the
Manager, and a Participating Dealer setting out, inter alia, the arrangements in respect of the
issue of Units for Deposit Baskets and the related Cash Issue Component and the redemption
and cancellation of Units for Redemption Baskets and the related Cash Redemption
Component for account of investors and/or for the Participating Dealer’s own account;

"Participating Dealer" means any participant who is a broker or dealer or such other person
as may be approved by the Manager and the Trustee and who has entered into a Participant
Agreement in form and substance acceptable to the Manager and the Trustee;

"Record Date" means the date or dates determined by the Manager (with the prior approval
of the Trustee) as the date or dates for the purpose of determining the Holders of record
entitled to receive any distributions of income;

73
"Redemption Basket" means a portfolio of Index Shares and non-Index Shares determined
and designated, or approved, by the Manager in respect of each Dealing Day for the
purposes of the redemption of Units in a Redemption Unit aggregation for that Dealing Day;

"Redemption Request" means a request for the redemption of Units in-kind as set out in
paragraphs 28 to 30 of this prospectus;

"Redemption Securities" means, in relation to any redemption of Redemption Units, the

Index Shares and non-Index Shares comprising a Redemption Basket to be distributed,
subject to paragraph 30, from the Fund to or for the account of a Participating Dealer on
behalf of a Holder pursuant to a redemption request submitted by that Participating Dealer for
that Holder in accordance with paragraph 28;

"Redemption Unit" means a multiple of 500,000 Units or such other multiple as from time to
time determined by the Manager, with the prior approval of the Trustee and specified in this
Prospectus;

"Registrar" means HSBC Institutional Trust Services (Singapore) Limited (Company

Registration No.: 194900022R) as described in paragraph 7.1 of this Prospectus;

"S$" or "Singapore dollars and cents" means Singapore dollars and cents, the lawful
currency of the Republic of Singapore;

"Securities Accounts" means Securities account or sub-account maintained by a Depositor

(as defined in Section 130A of the Companies Act (Chapter 50) of Singapore) with CDP;

"Securities and Futures Act" means Securities and Futures Act (Chapter 289) of Singapore;

"Settlement Date" has the meaning ascribed to it in paragraph 21.4 of this Prospectus or
such other time/date as from time to time determined by the Manager with the prior approval
of the Trustee;

"Stock Exchange" or "SGX-ST" means the Singapore Exchange Securities Trading Limited
or any successor thereto;

"Temasek Group" means Temasek Holdings (Private) Limited, its subsidiaries and
Associated Companies;

"Transaction Date" means the Dealing Day (Singapore time) on which the Registrar receives
or is treated as having received a valid application for Units in accordance with Clause 9.5 of
the Trust Deed or a valid request to redeem Units in accordance with Clause 14.2 of the Trust
Deed;

"Unclaimed Monies Account" has the meaning ascribed to it in paragraph 48 of this

Prospectus; and

"Valuation Point" means the close of business of the relevant Dealing Day (or such other
time or times as from time to time determined by the Manager with the prior approval of the
Trustee provided that there shall always be a Valuation Point on each Dealing Day.

74
"Value" means with reference to the Deposited Property of the Fund or any part thereof, its
net asset value, or with reference to any asset or liability comprised or to be comprised in the
Deposited Property (except where otherwise expressly stated) the value thereof, calculated
by reference to the provisions and principles set out in paragraph 57 of this Prospectus.

75
Name of Fund: Nikko AM Singapore STI ETF
Date of Lodgement:

NIKKO ASSET MANAGEMENT ASIA LIMITED

BOARD OF DIRECTORS

David Jonathan Semaya Lim Say Boon

Director (signed by Seet Oon Hui Eleanor Director (signed by Seet Oon Hui Eleanor for
for and on behalf of David Jonathan and on behalf of Lim Say Boon)
Semaya )

V Arivazhagan Seet Oon Hui Eleanor

Director (signed by Seet Oon Hui Eleanor Director
for and on behalf of V Arivazhagan)

Andrew Ross Long Yu-Ming Wang

Director (signed by Seet Oon Hui Eleanor Director (signed by Seet Oon Hui Eleanor for
for and on behalf of Andrew Ross Long) and on behalf of Yu-Ming Wang)
APPENDIX 1: UNDERLYING INDEX

The information presented in this Appendix has been extracted from publicly available documents that
have not been prepared or independently verified by the Manager, the Trustee or any of their
respective affiliates or advisers in connection with the offering and listing of Units and none of them
makes any representation as to or takes any responsibility for the accuracy or completeness of this
Appendix. The information presented in this Appendix is subject to change by the Index Licensor.
The Straits Times Index (STI) (Constituent Securities as at 31 March 2016)
Weights
S/N Constituents (%) 2
1 City Developments 2.10%
2 Keppel 3.62%
3 UOL Group 1.23%
4 Global Logistic Properties 2.50%
5 Hutchison Port Holdings Trust 1.48%
6 Thai Beverage 3.05%
7 Yangzijiang Shipbuilding Holdings 0.88%
8 Singapore Airlines 2.50%
9 Singapore Press Holdings 2.77%
10 United Overseas Bank 9.87%
11 Oversea-Chinese Banking 12.51%
12 DBS Group Holdings 11.92%
13 Sembcorp Industries 1.17%
14 Jardine Cycle & Carriage 1.93%
15 Sembcorp Marine 0.60%
16 Singapore Telecommunications 12.16%
17 Hongkong Land Holdings 4.12%
18 Singapore Technologies Engineering 2.18%
19 Capitaland 3.39%
20 Golden Agri-Resources 1.15%
21 SIA Engineering 0.35%
22 Wilmar International Limited 3.08%
23 Singapore Exchange 2.85%
24 ComfortDelGro 2.59%
25 Genting Singapore 2.18%
26 SATS 1.08%
27 CapitaLand Mall Trust 2.42%
28 Ascendas Real Estate Investment Trust 2.19%
29 CapitaLand Commercial Trust 1.28%
30 StarHub 0.86%

2
These percentages have been rounded to two decimal places.

77
 Prospectus
Dated 31 October 2012

 Nikko AM Shenton
Horizon Investment Funds

12 Marina View, #18-02, Asia Square Tower 2, Singapore 018961

Website: www.nikkoam.com.sg
Company Registration Number: 198202562H