UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM N-CSR

 

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

 

Investment Company Act file number 811-22209

 

Global X Funds

(Exact name of registrant as specified in charter)

 

 

 

605 Third Avenue, 43rd floor

New York, NY 10158

(Address of principal executive offices) (Zip code)

 

Thomas Park

Global X Management Company LLC

605 Third Avenue, 43rd floor

New York, NY 10158

(Name and address of agent for service)

 

With a copy to:

 

Global X Management Company LLC

605 Third Avenue, 43rd floor

New York, NY 10158

 

Eric S. Purple, Esq.

Stradley Ronon Stevens & Young, LLP

2000 K Street, N.W., Suite 700

Washington, DC 20006-1871

 

Registrant’s telephone number, including area code: (212) 644-6440

 

Date of fiscal year end: November 30, 2023

 

Date of reporting period: November 30, 2023

 

Item 1. Reports to Stockholders.

 

(a) A copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Investment Company Act of 1940, as amended (the “Act”) (17 CFR § 270.30e-1), is attached hereto.

 

 

Global X Emerging Markets Bond ETF (ticker: EMBD)
Global X Brazil Active ETF (ticker: BRAZ)
Global X India Active ETF (ticker: NDIA)

 

Annual Report
November 30, 2023

 

As permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Funds’ (defined below) shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from your financial intermediary (such as a broker-dealer or bank). Instead, shareholder reports will be available on the Funds’ website (www. globalxetfs.com/explore), and you will be notified by mail each time a report is posted and provided with a website link to access the report.

 

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Funds electronically anytime by contacting your financial intermediary.

 

You may elect to receive all future Fund shareholder reports in paper free of charge. Please contact your financial intermediary to inform them that you wish to continue receiving paper copies of Fund shareholder reports and for details about whether your election to receive reports in paper will apply to all funds held with your financial intermediary.

 

 

Table of Contents

 

Management Discussion of Fund Performance 1
Schedules of Investments  
Global X Emerging Markets Bond ETF 7
Global X Brazil Active ETF 21
Global X India Active ETF 24
Glossary 27
Statements of Assets and Liabilities 28
Statements of Operations 29
Statements of Changes in Net Assets 30
Financial Highlights 33
Notes to Financial Statements 35
Report of Independent Registered Public Accounting Firm 49
Disclosure of Fund Expenses 51
Approval of Investment Advisory Agreement and Sub-Advisory Agreements 53
Supplemental Information 64
Trustees and Officers of the Trust 65
Notice to Shareholders 67

 

Shares are bought and sold at market price (not NAV) and are not individually redeemed from a Fund. Shares may only be redeemed directly from a Fund by Authorized Participants, in very large creation/redemption units. Brokerage commissions will reduce returns.

 

The Funds file their complete schedules of Fund holdings with the Securities and Exchange Commission (the “SEC” or “Commission”) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Funds’ Form N-PORT is available on the Commission’s website at https://www.sec.gov, and may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

 

A description of the policies and procedures that Global X Funds uses to determine how to vote proxies relating to Fund securities, as well as information relating to how the Funds voted proxies relating to Fund securities during the most recent 12-month period ended June 30, is available (i) without charge, upon request, by calling 1-888-493-8631; and (ii) on the Commission’s website at https://www.sec.gov.

 

 

Management Discussion of Fund Performance (unaudited)
Global X Emerging Markets Bond ETF

Global X Emerging Markets Bond ETF

 

The Global X Emerging Markets Bond ETF (the “Fund”) is an actively managed fund sub-advised by Mirae Asset Global Investments (USA) LLC (the “Sub-adviser”) that seeks a high level of total return, consisting of both income and capital appreciation, by investing in emerging market debt. The Fund primarily invests in emerging market (“EM”) debt securities denominated in U.S. dollars, however, the Fund may also invest in emerging market debt securities denominated in applicable local foreign currencies. Securities may include fixed-rate and floating-rate debt instruments issued by sovereign, quasi-sovereign, and corporate entities from EM countries. Seeking a high level of total return from both income and capital appreciation, the Fund’s portfolio managers incorporate both top-down macro views, consistent with the views of the Sub-adviser’s Investment Committee, and bottom-up fundamental research to evaluate the attractiveness of select countries and companies that are believed to offer superior risk-adjusted returns. The portfolio managers may dynamically adjust the top-down and bottom-up strategies of the Fund to better reflect market developments as well as tactically position for opportunities to enhance returns.

 

The Fund uses the JP Morgan EMBI Global Core Index (“Benchmark Index”) as its performance benchmark. The Benchmark Index is a broad, diverse U.S. dollar denominated EM debt benchmark that tracks the total return of actively traded debt instruments in EM countries.

 

For the 12-month period ended November 30, 2023 (the “reporting period”), the Fund increased 5.80%, while the Benchmark Index increased 5.77%. The Fund had a net asset value of $21.41 per share on November 30, 2022 and ended the reporting period with a net asset value of $21.59 on November 30, 2023.

 

During the reporting period, the highest returns came from Government Of El Salvador 7.1246% January 20, 2050 and Government Of Sri Lanka 6.75% April 18, 2028, which returned 82.82% and 63.18%, respectively. The worst performers were Government Of Ecuador 6.0% July 31, 2030 and Government Of Ecuador 2.5% July 31, 2040, which returned -24.30% and -22.45%, respectively.

 

During the reporting period, the Fund recorded positive total returns as EM assets benefited from a turnaround in risk sentiment while concerns over further interest rate hikes in developed markets abated. The potential peak in interest rates and the value of the US dollar helped drive positive interest sentiment and provided a broad rally that benefited assets tied to export-dependent regions towards the end of the reporting period. These effects were especially visible near the end of the reporting period, as speculative grade credit largely surpassed higher-grade credits in returns.

 

Global X Emerging Markets Bond ETF

JP Morgan EMBI Global Core Index, Gross

AVERAGE ANNUAL TOTAL RETURN FOR THE YEAR ENDED
NOVEMBER 30, 2023
One Year Three Year Annualized
Return Return Inception to Date*
Net Asset Market Net Asset Market Net Asset Market
Value Price Value Price Value Price
5.80% 4.55% -2.97% -2.94% 0.63% 0.75%
5.77% 5.77% -4.89% -4.89% -1.62% -1.62%

 

1

 

 

Management Discussion of Fund Performance (unaudited)
Global X Emerging Markets Bond ETF

Growth of a $10,000 Investment

(At Net Asset Value)

 

 

* Fund commenced investment operations on June 1, 2020.

 

The JP Morgan EMBI Global Core Index is a broad, diverse U.S. dollar denominated emerging markets debt benchmark that tracks the total return of actively traded debt instruments in emerging market countries.

 

The performance data quoted herein represents past performance and the return and value of an investment in the Fund will fluctuate so that, when sold, it may be worth less than its original cost. Past performance is no guarantee of future performance and should not be considered as a representation of the future results of the Fund. The Fund’s performance assumes the reinvestment of all dividends and all capital gains. Index returns assume reinvestment of dividends and, unlike the Fund’s returns, do not reflect any fees or expenses. If such fees and expenses were included in the index returns, the performance would have been lower. Please note that one cannot invest directly in an unmanaged index. Performance figures for the periods shown may reflect contractual fee waivers and/or expense reimbursements. In the absence of fee waivers and/or expense reimbursements (if applicable), returns would have been lower.

 

There are no assurances that the Fund will meet its stated objectives.

 

The Fund’s holdings and allocations are subject to change and should not be considered recommendations to buy individual securities.

 

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund shares.

 

See definition of comparative indices above.

 

2

 

 

Management Discussion of Fund Performance (unaudited)
Global X Brazil Active ETF

Global X Brazil Active ETF

 

The Global X Brazil Active ETF (the “Fund”) is an actively managed ETF designed to offer investors direct exposure to the Brazilian Economy. The Fund seeks to achieve its investment objective by investing, under normal circumstances, at least 80% of its net assets, plus any borrowings for investment purposes, measured at the time of purchase, in equity securities: (i) of issuers domiciled in Brazil; and/or (ii) that are tied economically to Brazil, provided that, in either case, the issuers of any such securities are deemed by the investment adviser to have a current or future leading position in terms of market share and/or market capitalization within their respective country, region, industry, products produced or services offered, as applicable.

 

The Fund uses the MSCI Brazil Index as its benchmark index (the “Benchmark Index”). The Benchmark Index is designed to measure the performance of the large and mid cap segments of the Brazilian market.

 

For the period between the Fund’s inception and November 30, 2023 (the “reporting period”), the Fund increased 10.36% while the Benchmark Index increased 10.97%. The Fund had a net asset value of $25.00 per share on August 16, 2023 and ended the reporting period with a net asset value of $27.59 on November 30, 2023.

 

During the reporting period, the highest returns came from Vibra Energia SA and MercadoLibre, Inc., which returned 32.73% and 29.90%, respectively. The worst performers were Vamos Locacao de Caminhoes, Maquinas e Equipamentos SA and WEG S.A., which returned -20.79% and -8.28%, respectively.

 

The Fund’s positive returns during the reporting period stemmed from a combination of factors. First, after containing inflation, Brazil’s Central Bank began a potentially impactful interest rate cutting cycle. Second, the government made incremental progress towards orthodox fiscal reforms. Third, towards the end of the reporting period, the Fund benefitted from signals from the U.S. Federal Reserve that U.S. interest rates could be plateauing. Overall, Brazilian equities also benefitted from relatively low valuation multiples and high dividend yields, contributing to the Fund’s positive returns.

 

Global X Brazil Active ETF

MSCI Brazil Index

AVERAGE ANNUAL TOTAL RETURN FOR THE PERIOD ENDED
NOVEMBER 30, 2023
Cumulative Inception to Date*
Net Asset Value Market Price
10.36% 11.42%
10.97% 10.97%
     

3

 

 

Management Discussion of Fund Performance (unaudited)
Global X Brazil Active ETF

Growth of a $10,000 Investment

(At Net Asset Value)

 

 

* Fund commenced investment operations on August 16, 2023.

 

The MSCI Brazil Index is designed to measure the performance of the large and mid cap segments of the Brazilian market. With 47 constituents, the index covers about 85% of the Brazilian equity universe.

 

The performance data quoted herein represents past performance and the return and value of an investment in the Fund will fluctuate so that, when sold, it may be worth less than its original cost. Past performance is no guarantee of future performance and should not be considered as a representation of the future results of the Fund. The Fund’s performance assumes the reinvestment of all dividends and all capital gains. Index returns assume reinvestment of dividends and, unlike the Fund’s returns, do not reflect any fees or expenses. If such fees and expenses were included in the index returns, the performance would have been lower. Please note that one cannot invest directly in an unmanaged index. Performance figures for the periods shown may reflect contractual fee waivers and/or expense reimbursements. In the absence of fee waivers and/or expense reimbursements (if applicable), returns would have been lower.

 

There are no assurances that the Fund will meet its stated objectives.

 

The Fund’s holdings and allocations are subject to change and should not be considered recommendations to buy individual securities.

 

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund shares.

 

See definition of comparative indices above.

 

4

 

 

Management Discussion of Fund Performance (unaudited)
Global X India Active ETF

Global X India Active ETF

 

The Global X India Active ETF (the “Fund”) is an actively managed ETF designed to offer investors direct exposure to the Indian Economy. The Fund seeks to achieve its investment objective by investing, under normal circumstances, at least 80% of its net assets, plus any borrowings for investment purposes, measured at the time of purchase, in equity securities: (i) of issuers domiciled in India; and/or (ii) that are tied economically to India provided that, in either case, the issuers of any such securities are deemed by the investment adviser to have a current or future leading position in terms of market share and/or market capitalization within their respective country, region, industry, products produced or services offered, as applicable.

 

The Fund uses the MSCI India Index as its benchmark index (the “Benchmark Index”). The Benchmark Index is designed to measure the performance of the large and mid cap segments of the Indian market.

 

For the period between the Fund’s inception and November 30, 2023 (the “reporting period”), the Fund increased 5.08% while the Benchmark Index increased 6.06%. The Fund had a net asset value of $25.00 per share on August 17, 2023 and ended the reporting period with a net asset value of $26.27 on November 30, 2023.

 

During the reporting period, the highest returns came from Trent Limited and DLF Limited, which returned 40.65% and 30.66%, respectively. The worst performers were Reliance Industries Limited and HDFC Bank Limited, which returned -6.07% and -5.06%, respectively.

 

The Fund’s strong returns during the reporting period stemmed from a combination of factors. First, investors began to price in the likely chance of a Bharatiya Janata Party (“BJP”) victory and Prime Minister Modi’s reelection in the Indian 1H24 election cycle. These factors contributed to positive market sentiment, as Prime Minister Modi has delivered market friendly policies that have allowed India to unlock its growth potential in his first two terms. The market also responded positively to Prime Minister Modi’s potential re-election for the prospect of economic continuity. Second, as a net importer, India benefitted from lower energy prices. Third, the Fund benefitted from November signals from the U.S. Federal Reserve that U.S. interest rates could be plateauing.

 

Global X India Active ETF

MSCI India Index

AVERAGE ANNUAL TOTAL RETURN FOR THE PERIOD ENDED
NOVEMBER 30, 2023
Cumulative Inception to Date*
Net Asset Value Market Price
5.08% 6.48%
6.06% 6.06%

 

5

 

 

Management Discussion of Fund Performance (unaudited)
Global X India Active ETF

Growth of a $10,000 Investment

(At Net Asset Value)

 

 

* Fund commenced investment operations on August 17, 2023.

 

The MSCI India Index is designed to measure the performance of the large and mid cap segments of the Indian market. With 122 constituents, the index covers approximately 85% of the Indian equity universe.

 

The performance data quoted herein represents past performance and the return and value of an investment in the Fund will fluctuate so that, when sold, it may be worth less than its original cost. Past performance is no guarantee of future performance and should not be considered as a representation of the future results of the Fund. The Fund’s performance assumes the reinvestment of all dividends and all capital gains. Index returns assume reinvestment of dividends and, unlike the Fund’s returns, do not reflect any fees or expenses. If such fees and expenses were included in the index returns, the performance would have been lower. Please note that one cannot invest directly in an unmanaged index. Performance figures for the periods shown may reflect contractual fee waivers and/or expense reimbursements. In the absence of fee waivers and/or expense reimbursements (if applicable), returns would have been lower.

 

There are no assurances that the Fund will meet its stated objectives.

 

The Fund’s holdings and allocations are subject to change and should not be considered recommendations to buy individual securities.

 

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund shares.

 

See definition of comparative indices above.

 

6

 

Schedule of Investments November 30, 2023
Global X Emerging Markets Bond ETF

 

Sector Weightings (Unaudited)†:

 

 

†  Sector weightings percentages are based on the total market value of investments. Total investments do not include derivatives such as options, futures contracts, forward contracts, and swap contracts, if applicable.

 

   Face Amount   Value 
SOVEREIGN DEBT — 63.2%          
Angola — 0.8%          
Angolan Government International Bond
8.750%, 04/14/32
  $1,200,000   $1,002,000 
Argentina — 1.7%          
Argentine Republic Government International Bond          
4.250%, 01/09/38(A)   2,100,000    765,623 
3.625%, 07/09/35(A)   2,900,000    935,772 
3.500%, 07/09/41(A)   1,400,000    455,959 
         2,157,354 
Azerbaijan — 0.3%          
Republic of Azerbaijan International Bond
3.500%, 09/01/32
   400,000    332,440 
Bahrain — 0.4%          
Bahrain Government International Bond
6.750%, 09/20/29
   200,000    200,228 
Bahrain Government International Bond MTN
5.250%, 01/25/33
   300,000    260,300 
         460,528 

 

The accompanying notes are an integral part of the financial statements.

7

 

Schedule of Investments November 30, 2023
Global X Emerging Markets Bond ETF

 

   Face Amount   Value 
SOVEREIGN DEBT — continued          
Brazil — 2.5%          
Brazilian Government International Bond          
6.000%, 10/20/33  $1,600,000   $1,556,049 
5.625%, 02/21/47   400,000    329,936 
4.625%, 01/13/28   1,100,000    1,075,966 
3.750%, 09/12/31   200,000    174,299 
         3,136,250 
Chile — 1.6%          
Chile Government International Bond          
4.000%, 01/31/52   1,000,000    765,893 
3.860%, 06/21/47   200,000    153,461 
3.500%, 01/25/50   600,000    423,015 
3.240%, 02/06/28   800,000    745,700 
         2,088,069 
Colombia — 2.6%          
Colombia Government International Bond          
5.200%, 05/15/49   1,400,000    991,523 
4.500%, 03/15/29   400,000    358,223 
4.125%, 05/15/51   500,000    300,052 
3.875%, 04/25/27   1,000,000    928,665 
3.250%, 04/22/32   900,000    677,052 
3.125%, 04/15/31   200,000    154,458 
         3,409,973 
Costa Rica — 0.7%          
Costa Rica Government International Bond          
6.550%, 04/03/34(B)   200,000    201,250 
6.125%, 02/19/31   600,000    597,420 
         798,670 
Dominican Republic — 3.6%          
Dominican Republic International Bond          
7.050%, 02/03/31   500,000    503,088 
6.400%, 06/05/49   600,000    527,999 
6.000%, 07/19/28   1,000,000    973,551 
5.950%, 01/25/27   500,000    491,777 
4.875%, 09/23/32   1,200,000    1,034,880 
4.500%, 01/30/30   1,200,000    1,061,070 
         4,592,365 

 

The accompanying notes are an integral part of the financial statements.

8

 

Schedule of Investments November 30, 2023
Global X Emerging Markets Bond ETF

 

   Face Amount   Value 
SOVEREIGN DEBT — continued          
Ecuador — 1.5%          
Ecuador Government International Bond          
6.000%, 07/31/30(A)  $400,000   $184,053 
3.500%, 07/31/35(A)   3,200,000    1,119,276 
2.500%, 07/31/40(A)   2,000,000    620,000 
         1,923,329 
Egypt — 2.4%          
Egypt Government International Bond          
8.875%, 05/29/50   1,000,000    579,650 
8.700%, 03/01/49   1,000,000    572,444 
7.903%, 02/21/48   400,000    220,068 
7.625%, 05/29/32   1,000,000    634,896 
5.800%, 09/30/27   200,000    142,760 
Egypt Government International Bond MTN
5.875%, 02/16/31
   1,200,000    718,997 
         2,868,815 
El Salvador — 0.1%          
El Salvador Government International Bond
7.125%, 01/20/50(B)
   200,000    133,456 
Ghana — 0.6%          
Ghana Government International Bond          
8.950%, 03/26/51   400,000    169,461 
8.627%, 06/16/49   600,000    251,340 
8.125%, 03/26/32   1,000,000    427,110 
         847,911 
Hungary — 4.1%          
Hungary Government International Bond          
6.750%, 09/25/52   600,000    610,452 
6.250%, 09/22/32   1,500,000    1,530,906 
6.125%, 05/22/28   1,200,000    1,219,082 
5.500%, 06/16/34   500,000    476,105 
3.125%, 09/21/51   1,000,000    606,700 
2.125%, 09/22/31   800,000    615,520 
         5,058,765 
India — 0.6%          
Export-Import Bank of India
3.875%, 02/01/28
   800,000    753,298 

 

The accompanying notes are an integral part of the financial statements.

9

 

Schedule of Investments November 30, 2023
Global X Emerging Markets Bond ETF

 

   Face Amount   Value 
SOVEREIGN DEBT — continued          
Indonesia — 0.9%          
Indonesia Government International Bond          
5.650%, 01/11/53  $400,000   $404,160 
4.550%, 01/11/28   800,000    783,681 
         1,187,841 
Ivory Coast — 0.8%          
Ivory Coast Government International Bond
6.125%, 06/15/33
   1,200,000    1,052,424 
Jordan — 0.3%          
Jordan Government International Bond
5.750%, 01/31/27
   400,000    385,000 
Kenya — 0.4%          
Republic of Kenya Government International Bond
8.250%, 02/28/48
   600,000    453,144 
Kuwait — 0.2%          
Kuwait International Government Bond
3.500%, 03/20/27
   200,000    192,048 
Mexico — 2.8%          
Mexico Government International Bond          
6.350%, 02/09/35   1,000,000    1,010,516 
5.000%, 04/27/51   400,000    325,375 
4.750%, 04/27/32   1,000,000    930,534 
4.400%, 02/12/52   800,000    591,174 
4.150%, 03/28/27   200,000    194,059 
2.659%, 05/24/31   400,000    326,907 
         3,378,565 
Morocco — 1.1%          
Morocco Government International Bond          
6.500%, 09/08/33   200,000    202,092 
4.000%, 12/15/50   200,000    132,138 
2.375%, 12/15/27   1,200,000    1,052,208 
         1,386,438 
Nigeria — 1.3%          
Nigeria Government International Bond          
9.248%, 01/21/49   400,000    330,824 
7.696%, 02/23/38   700,000    531,538 
7.143%, 02/23/30   200,000    170,610 

 

The accompanying notes are an integral part of the financial statements.

10

 

Schedule of Investments November 30, 2023
Global X Emerging Markets Bond ETF

 

   Face Amount   Value 
SOVEREIGN DEBT — continued          
Nigeria — continued          
Nigeria Government International Bond MTN
7.625%, 11/28/47
  $800,000   $580,000 
         1,612,972 
Oman — 3.7%          
Oman Government International Bond          
6.250%, 01/25/31   1,000,000    1,025,436 
5.625%, 01/17/28   1,300,000    1,301,326 
5.375%, 03/08/27   1,000,000    991,760 
4.750%, 06/15/26   700,000    682,325 
Oman Government International Bond MTN
6.000%, 08/01/29
   800,000    809,979 
         4,810,826 
Pakistan — 0.2%          
Pakistan Government International Bond MTN          
8.875%, 04/08/51   200,000    117,500 
7.375%, 04/08/31   200,000    118,052 
         235,552 
Panama — 1.6%          
Panama Government International Bond          
6.400%, 02/14/35   300,000    280,110 
4.500%, 04/01/56   200,000    126,068 
3.875%, 03/17/28   800,000    720,401 
3.870%, 07/23/60   800,000    448,756 
3.750%, 03/16/25   400,000    385,585 
         1,960,920 
Paraguay — 0.9%          
Paraguay Government International Bond          
5.000%, 04/15/26   600,000    588,998 
4.950%, 04/28/31   600,000    565,202 
         1,154,200 
Peru — 3.2%          
Peruvian Government International Bond          
8.750%, 11/21/33   1,700,000    2,066,449 
5.625%, 11/18/50   600,000    580,232 
3.550%, 03/10/51   800,000    562,453 
3.000%, 01/15/34   400,000    321,238 
2.783%, 01/23/31   500,000    421,284 
2.392%, 01/23/26   200,000    187,685 
         4,139,341 

 

The accompanying notes are an integral part of the financial statements.

11

 

Schedule of Investments November 30, 2023
Global X Emerging Markets Bond ETF

 

   Face Amount   Value 
SOVEREIGN DEBT — continued          
Philippines — 1.4%          
Philippine Government International Bond          
6.375%, 10/23/34  $800,000   $867,000 
5.950%, 10/13/47   200,000    208,328 
5.500%, 01/17/48   400,000    391,986 
3.700%, 02/02/42   400,000    311,667 
         1,778,981 
Poland — 2.1%          
Bank Gospodarstwa Krajowego MTN
5.375%, 05/22/33
   1,600,000    1,560,144 
Republic of Poland Government International Bond
5.500%, 04/04/53
   1,200,000    1,156,853 
         2,716,997 
Qatar — 1.8%          
Qatar Government International Bond          
4.817%, 03/14/49   600,000    533,680 
4.625%, 06/02/46   200,000    174,972 
4.400%, 04/16/50   1,000,000    836,250 
3.750%, 04/16/30   400,000    379,224 
3.400%, 04/16/25   400,000    389,592 
         2,313,718 
Romania — 2.4%          
Romanian Government International Bond          
5.250%, 11/25/27   600,000    585,510 
4.000%, 02/14/51   800,000    528,792 
3.625%, 03/27/32   200,000    166,000 
3.000%, 02/14/31   600,000    486,732 
3.000%, 02/27/27   1,400,000    1,280,216 
         3,047,250 
Saudi Arabia — 2.2%          
Saudi Government International Bond
4.375%, 04/16/29
   700,000    681,184 
Saudi Government International Bond MTN          
4.500%, 04/17/30   600,000    582,444 
3.750%, 01/21/55   1,500,000    1,032,093 
2.250%, 02/02/33   600,000    475,128 
         2,770,849 

 

The accompanying notes are an integral part of the financial statements.

12

 

Schedule of Investments November 30, 2023
Global X Emerging Markets Bond ETF

 

   Face Amount   Value 
SOVEREIGN DEBT — continued          
Senegal — 0.4%          
Senegal Government International Bond
6.750%, 03/13/48
  $800,000   $562,160 
Serbia — 0.5%          
Serbia International Bond
6.500%, 09/26/33
   700,000    687,890 
South Africa — 3.9%          
Republic of South Africa Government International Bond          
7.300%, 04/20/52   700,000    601,720 
5.875%, 09/16/25   600,000    598,140 
5.875%, 04/20/32   800,000    716,966 
4.850%, 09/27/27   400,000    380,904 
4.850%, 09/30/29   1,800,000    1,611,000 
4.300%, 10/12/28   1,000,000    898,540 
         4,807,270 
Sri Lanka — 0.4%          
Sri Lanka Government International Bond          
7.550%, 03/28/30   600,000    297,159 
6.750%, 04/18/28   600,000    300,189 
         597,348 
Turkey — 2.4%          
Turkiye Government International Bond          
6.625%, 02/17/45   400,000    317,680 
6.125%, 10/24/28   400,000    376,066 
5.750%, 05/11/47   600,000    423,000 
5.250%, 03/13/30   1,000,000    866,256 
4.750%, 01/26/26   600,000    571,450 
4.250%, 04/14/26   400,000    374,640 
         2,929,092 
Ukraine — 0.5%          
Ukraine Government International Bond          
7.750%, 09/01/28   400,000    109,172 
7.375%, 09/25/34   1,000,000    235,000 
7.253%, 03/15/35   1,000,000    235,000 
         579,172 
United Arab Emirates — 3.8%          
Abu Dhabi Government International Bond          
3.125%, 09/30/49   800,000    535,891 
2.125%, 09/30/24   1,000,000    971,280 

 

The accompanying notes are an integral part of the financial statements.

13

 

Schedule of Investments November 30, 2023
Global X Emerging Markets Bond ETF

 

   Face Amount   Value 
SOVEREIGN DEBT — continued          
United Arab Emirates — continued          
Abu Dhabi Government International Bond MTN          
3.125%, 10/11/27  $800,000   $754,640 
2.500%, 04/16/25   1,200,000    1,154,640 
Finance Department Government of Sharjah          
6.500%, 11/23/32   400,000    404,028 
6.500%, 11/23/32(B)   400,000    404,028 
Finance Department Government of Sharjah MTN
4.375%, 03/10/51
   1,000,000    662,452 
         4,886,959 
Uruguay — 0.5%          
Uruguay Government International Bond          
5.100%, 06/18/50   200,000    188,564 
4.375%, 01/23/31   400,000    387,484 
         576,048 
TOTAL SOVEREIGN DEBT
(Cost $88,431,323)
        79,766,228 
           
CORPORATE OBLIGATIONS — 26.4%          
Azerbaijan — 0.3%          
Energy — 0.3%          
Southern Gas Corridor CJSC
6.875%, 03/24/26
   400,000    401,884 
Brazil — 0.9%          
Industrials — 0.5%          
Rumo Luxembourg Sarl
4.200%, 01/18/32
   200,000    163,000 
Sitios Latinoamerica
5.375%, 04/04/32
   600,000    533,587 
         696,587 
Materials — 0.4%          
Vale Overseas
3.750%, 07/08/30
   500,000    440,033 
         1,136,620 
Chile — 2.4%          
Consumer Staples — 0.8%          
Cia Cervecerias Unidas
3.350%, 01/19/32
   1,200,000    996,000 

 

The accompanying notes are an integral part of the financial statements.

14

 

Schedule of Investments November 30, 2023
Global X Emerging Markets Bond ETF

 

   Face Amount   Value 
CORPORATE OBLIGATIONS — continued          
Materials — 1.6%          
Corp Nacional del Cobre de Chile          
5.950%, 01/08/34  $700,000   $685,421 
3.625%, 08/01/27   1,000,000    929,539 
3.000%, 09/30/29   600,000    518,114 
         2,133,074 
         3,129,074 
China — 0.5%          
Communication Services — 0.5%          
Prosus          
4.987%, 01/19/52   500,000    351,853 
3.832%, 02/08/51   500,000    297,517 
         649,370 
Colombia — 0.5%          
Energy — 0.5%          
Ecopetrol
5.875%, 05/28/45
   900,000    640,159 
Indonesia — 1.7%          
Energy — 0.2%          
Pertamina Persero MTN
6.450%, 05/30/44
   200,000    202,055 
Materials — 1.2%          
Freeport Indonesia
6.200%, 04/14/52
   200,000    182,050 
Freeport Indonesia MTN
5.315%, 04/14/32
   450,000    424,691 
Indonesia Asahan Aluminium / Mineral Industri Indonesia Persero
6.530%, 11/15/28
   1,000,000    1,027,800 
         1,634,541 
Utilities — 0.3%          
Perusahaan Perseroan Persero Perusahaan Listrik Negara MTN
4.125%, 05/15/27
   400,000    384,000 
         2,220,596 
Israel — 1.0%          
Materials — 1.0%          
ICL Group
6.375%, 05/31/38(B)
   1,400,000    1,265,398 

 

The accompanying notes are an integral part of the financial statements.

15

 

Schedule of Investments November 30, 2023
Global X Emerging Markets Bond ETF

 

   Face Amount   Value 
CORPORATE OBLIGATIONS — continued          
Kazakhstan — 1.5%          
Energy — 1.5%          
KazMunayGas National JSC
6.375%, 10/24/48
  $1,500,000   $1,274,958 
Tengizchevroil Finance International          
4.000%, 08/15/26   200,000    183,300 
3.250%, 08/15/30   600,000    463,194 
         1,921,452 
Malaysia — 1.8%          
Energy — 1.8%          
Petronas Capital MTN          
4.550%, 04/21/50   1,400,000    1,183,385 
3.500%, 03/18/25   600,000    585,702 
3.500%, 04/21/30   500,000    456,060 
         2,225,147 
Mexico — 5.1%          
Consumer Discretionary — 0.3%          
Becle
2.500%, 10/14/31
   500,000    386,692 
Consumer Staples — 0.6%          
Bimbo Bakeries USA
6.050%, 01/15/29
   800,000    817,656 
Energy — 2.8%          
Petroleos Mexicanos          
10.000%, 02/07/33   200,000    186,540 
7.690%, 01/23/50   900,000    599,114 
6.840%, 01/23/30   1,200,000    969,643 
6.500%, 01/23/29   1,000,000    838,282 
5.950%, 01/28/31   1,200,000    894,684 
         3,488,263 
Financials — 0.5%          
Banco Nacional de Comercio Exterior SNC
2.720%, H15T5Y + 2.000%, 08/11/31(C)
   800,000    672,968 
Materials — 0.9%          
Orbia Advance
2.875%, 05/11/31
   800,000    636,313 
Southern Copper
5.875%, 04/23/45
   500,000    477,643 
         1,113,956 
         6,479,535 

 

The accompanying notes are an integral part of the financial statements.

16

 

Schedule of Investments November 30, 2023
Global X Emerging Markets Bond ETF

 

   Face Amount   Value 
CORPORATE OBLIGATIONS — continued          
Morocco — 0.3%          
Materials — 0.3%          
OCP
5.125%, 06/23/51
  $600,000   $429,210 
Peru — 0.3%          
Energy — 0.3%          
Transportadora de Gas del Peru
4.250%, 04/30/28
   400,000    387,738 
Saudi Arabia — 2.3%          
Energy — 1.7%          
EIG Pearl Holdings Sarl          
4.387%, 11/30/46   800,000    588,901 
3.545%, 08/31/36   400,000    332,512 
Saudi Arabian Oil MTN          
3.500%, 04/16/29   800,000    736,512 
2.875%, 04/16/24   400,000    394,984 
         2,052,909 
Utilities — 0.6%          
Acwa Power Management And Investments One
5.950%, 12/15/39
   798,168    763,352 
         2,816,261 
South Africa — 1.6%          
Materials — 0.3%          
Sasol Financing USA
5.500%, 03/18/31
   400,000    325,991 
Utilities — 1.3%          
Eskom Holdings SOC MTN
6.350%, 08/10/28
   1,800,000    1,692,000 
         2,017,991 
South Korea — 0.1%          
Information Technology — 0.1%          
SK Hynix
2.375%, 01/19/31
   200,000    156,946 
Thailand — 1.1%          
Energy — 0.3%          
Thaioil Treasury Center MTN
5.375%, 11/20/48
   400,000    336,333 

 

The accompanying notes are an integral part of the financial statements.

17

 

Schedule of Investments November 30, 2023
Global X Emerging Markets Bond ETF

 

   Face Amount   Value 
CORPORATE OBLIGATIONS — continued          
Materials — 0.8%          
GC Treasury Center MTN          
5.200%, 03/30/52  $600,000   $478,623 
2.980%, 03/18/31   600,000    487,338 
         965,961 
         1,302,294 
United Arab Emirates — 0.9%          
Energy — 0.3%          
Abu Dhabi Crude Oil Pipeline
4.600%, 11/02/47
   400,000    346,730 
Industrials — 0.6%          
DP World Crescent MTN
4.848%, 09/26/28
   200,000    193,884 
DP World MTN
4.700%, 09/30/49
   600,000    466,500 
         660,384 
         1,007,114 
United Kingdom — 1.0%          
Consumer Staples — 1.0%          
CK Hutchison International 23          
4.875%, 04/21/33(B)   750,000    726,504 
4.750%, 04/21/28   500,000    493,050 
         1,219,554 
United States — 3.1%          
Financials — 2.1%          
Bank of America MTN
4.948%, SOFRRATE + 2.040%, 07/22/28(C)
   800,000    784,797 
JPMorgan Chase          
3.960%, TSFR3M + 1.507%, 01/29/27(C)   800,000    773,844 
1.578%, SOFRRATE + 0.885%, 04/22/27(C)   1,200,000    1,092,261 
         2,650,902 
Materials — 1.0%          
GCC
3.614%, 04/20/32
   1,500,000    1,225,170 
         3,876,072 
TOTAL CORPORATE OBLIGATIONS
(Cost $36,682,340)
        33,282,415 

 

The accompanying notes are an integral part of the financial statements.

18

 

Schedule of Investments November 30, 2023
Global X Emerging Markets Bond ETF

 

   Face Amount   Value 
U.S. TREASURY OBLIGATIONS — 7.8%          
U.S. Treasury Bond
4.125%, 08/15/53
  $600,000   $561,000 
U.S. Treasury Notes          
3.375%, 05/15/33   800,000    739,000 
3.000%, 07/31/24   3,800,000    3,743,148 
2.500%, 04/30/24   2,500,000    2,470,801 
0.375%, 11/30/25   2,600,000    2,387,430 
TOTAL U.S. TREASURY OBLIGATIONS
(Cost $9,960,962)
        9,901,379 
   Shares      
EXCHANGE TRADED FUND — 1.0%          
Global X 1-3 Month T-Bill ETF (D)   50,000    1,256,500 
           
TOTAL EXCHANGE TRADED FUND
(Cost $1,256,772)
        1,256,500 
TOTAL INVESTMENTS — 98.4%
(Cost $136,331,397)
       $124,206,522 

 

Percentages are based on Net Assets of $126,290,172.

 

(A) Step coupon security. Coupon rate will either increase (step-up bond) or decrease (step-down bond) at regular intervals until maturity. Interest rate shown reflects the rate currently in effect.
(B) Security exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions exempt from registration normally to qualified institutions.  On November 30, 2023, the value of these securities amounted to $2,730,636, representing 2.2% of the Net Assets of the Fund.
(C) Variable or floating rate security. The rate shown is the effective interest rate as of period end. The rates on certain securities are not based on published reference rates and spreads and are either determined by the issuer or agent based on current market conditions; by using a formula based on the rates of underlying loans; or by adjusting periodically based on prevailing interest rates.
(D) Affiliated investment.

 

The accompanying notes are an integral part of the financial statements.

19

 

Schedule of Investments November 30, 2023
Global X Emerging Markets Bond ETF

 

The following is a summary of the level of inputs used as of November 30, 2023, in valuing the Fund’s investments carried at value:

 

Investments in Securities  Level 1   Level 2   Level 3   Total 
Sovereign Debt  $   $79,766,228   $   $79,766,228 
Corporate Obligations       33,282,415        33,282,415 
U.S. Treasury Obligations       9,901,379        9,901,379 
Exchange Traded Fund   1,256,500            1,256,500 
Total Investments in Securities  $1,256,500   $122,950,022   $   $124,206,522 

 

The following is a summary of the Fund’s transactions with affiliates for the year ended November 30, 2023:

 

Value at
11/30/22
   Purchases at
Cost
   Proceeds from
Sales
   Changes in
Unrealized
Appreciation
(Depreciation)
   Realized Gain
(Loss)
   Value at
11/30/23
   Income   Capital
Gains
 
Global X 1-3 Month T-Bill ETF                
$   $1,256,772   $   $(272)  $   $1,256,500   $17,125   $ 

 

Amounts designated as “—” are $0 or have been rounded to $0.

 

See “Glossary” for abbreviations.

 

The accompanying notes are an integral part of the financial statements.

20

 

   
Schedule of Investments November 30, 2023
Global X Brazil Active ETF

 

Sector Weightings (Unaudited)†:

 

 

† Sector weightings percentages are based on the total market value of investments. Total investments do not include derivatives such as options, futures contracts, forward contracts, and swap contracts, if applicable.

 

   Shares   Value 
COMMON STOCK — 88.0%          
BRAZIL — 85.7%          
Consumer Discretionary — 9.8%          
Arcos Dorados Holdings, Cl A    5,002   $57,973 
Lojas Renner   22,600    75,009 
MercadoLibre *   45    72,921 
Vibra Energia   11,000    52,075 
Vivara Participacoes   11,200    67,510 
         325,488 
Consumer Staples — 5.3%          
AMBEV ADR    23,530    64,472 
Raia Drogasil   19,200    109,309 
         173,781 
Energy — 18.7%          
3R PETROLEUM OLEO E GAS *   20,200    122,783 
Petroleo Brasileiro ADR   20,552    313,829 
PRIO *   19,400    180,656 
         617,268 
Financials — 25.2%          
B3 - Brasil Bolsa Balcao   49,400    133,209 

 

The accompanying notes are an integral part of the financial statements.

21

 

Schedule of Investments November 30, 2023
Global X Brazil Active ETF

 

   Shares   Value 
COMMON STOCK — continued           
Financials — continued          
Banco Bradesco ADR   54,770   $182,384 
Banco BTG Pactual   16,800    121,055 
Banco do Brasil    7,600    83,624 
Itau Unibanco Holding ADR   39,776    254,566 
NU Holdings, Cl A *   7,416    60,366 
         835,204 
Health Care — 1.6%          
Hapvida Participacoes e Investimentos *   61,000    54,046 
 
Industrials — 9.7%          
Localiza Rent a Car   10,200    124,164 
Rumo    13,200    61,286 
Vamos Locacao de Caminhoes Maquinas e Equipamentos   36,700    68,679 
WEG   9,800    67,933 
         322,062 
Materials — 10.4%          
Suzano ADR   7,680    83,405 
Vale ADR, Cl B    17,392    260,880 
         344,285 
Utilities — 5.0%          
Centrais Eletricas Brasileiras ADR   12,072    99,956 
Equatorial Energia   9,600    66,294 
         166,250 
TOTAL BRAZIL        2,838,384 
UNITED STATES — 2.3%          
Consumer Staples — 2.3%          
JBS    15,800    74,351 
           
TOTAL COMMON STOCK
(Cost $2,705,348)
        2,912,735 

 

The accompanying notes are an integral part of the financial statements.

22

 

Schedule of Investments November 30, 2023
Global X Brazil Active ETF

 

   Shares   Value 
PREFERRED STOCK — 7.8%          
BRAZIL— 7.8%          
Financials — 3.7%          
Itausa (A)   62,265   $123,084 
Materials — 4.1%          
Bradespar (A)   27,600    136,538 
TOTAL BRAZIL        259,622 
TOTAL PREFERRED STOCK
(Cost $231,763)
        259,622 
 
EXCHANGE TRADED FUND — 2.5%          
Global X 1-3 Month T-Bill ETF (B)   3,284    82,527 
           
TOTAL EXCHANGE TRADED FUND
(Cost $82,460)
        82,527 
TOTAL INVESTMENTS — 98.3%
(Cost $3,019,571)
       $3,254,884 

 

Percentages are based on Net Assets of $3,310,818.

 

* Non-income producing security.
(A) There is currently no stated interest rate.
(B) Affiliated investment.

 

As of November 30, 2023, all of the Fund’s investments were considered Level 1, in accordance with authoritative guidance on fair value measurements and disclosure under U.S. GAAP.

 

The following is a summary of the Fund’s transactions with affiliates for the year ended November 30, 2023:

 

Value at
11/30/22
   Purchases at
Cost
   Proceeds from
Sales
   Changes in
Unrealized
Appreciation
(Depreciation)
   Realized Gain
(Loss)
   Value at
11/30/23
   Income   Capital
Gains
 
Global X 1-3 Month T-Bill ETF                              
$   $97,530   $(15,073)  $67   $3   $82,527   $1,003   $ 

 

Amounts designated as “—” are $0 or have been rounded to $0.

 

See “Glossary” for abbreviations.

 

The accompanying notes are an integral part of the financial statements.

23

 

Schedule of Investments November 30, 2023
Global X India Active ETF

Sector Weightings (Unaudited)†:

 

†  Sector weightings percentages are based on the total market value of investments. Total investments do not include derivatives such as options, futures contracts, forward contracts, and swap contracts, if applicable.

 

   Shares   Value 
COMMON STOCK — 94.7%          
INDIA — 94.7%          
Communication Services — 3.1%          
Bharti Airtel   21,545   $262,151 
           
Consumer Discretionary — 11.3%          
FSN E-Commerce Ventures *   35,000    73,783 
Maruti Suzuki India   1,235    157,107 
Samvardhana Motherson International   135,800    149,896 
Sona Blw Precision Forgings   3,000    20,073 
Tata Motors   21,004    177,918 
Titan   4,233    177,180 
Trent   5,269    176,089 
Zomato *   13,984    19,879 
         951,925 
Consumer Staples — 10.7%          
Britannia Industries   544    31,655 
Hindustan Unilever   12,024    367,026 
Nestle India   1,001    290,914 
United Spirits   16,430    206,642 
         896,237 

 

The accompanying notes are an integral part of the financial statements.

24

 

Schedule of Investments November 30, 2023
Global X India Active ETF

 

   Shares   Value 
COMMON STOCK — continued          
Energy — 9.4%          
Bharat Petroleum   37,494   $195,891 
Reliance Industries GDR   10,319    591,279 
         787,170 
Financials — 27.7%          
Axis Bank   26,973    347,457 
Federal Bank   92,097    162,728 
HDFC Bank ADR   9,763    586,170 
ICICI Bank ADR   27,062    599,964 
SBI Life Insurance   17,445    300,238 
Shriram Finance   7,087    170,577 
State Bank of India   23,680    160,363 
         2,327,497 
Health Care — 5.2%          
Apollo Hospitals Enterprise   4,038    267,717 
Sun Pharmaceutical Industries   11,725    172,352 
         440,069 
Industrials — 4.5%          
Larsen & Toubro   10,063    375,183 
           
Information Technology — 12.9%          
Infosys ADR   31,092    545,665 
LTIMindtree   2,544    168,902 
Tata Consultancy Services   8,868    370,867 
         1,085,434 
Materials — 5.7%          
Ambuja Cements   28,650    150,905 
Asian Paints   4,300    160,870 
Tata Steel   111,532    171,055 
         482,830 
Real Estate — 2.1%          
DLF   23,829    178,831 

 

The accompanying notes are an integral part of the financial statements.

25

 

Schedule of Investments November 30, 2023
Global X India Active ETF

 

   Shares   Value 
COMMON STOCK — continued          
Utilities — 2.1%          
NTPC   56,000   $175,466 
           
TOTAL INDIA        7,962,793 
TOTAL COMMON STOCK
(Cost $7,688,233)
        7,962,793 
           
EXCHANGE TRADED FUND — 3.1%          
Global X 1-3 Month T-Bill ETF (A)   10,264    257,934 
           
TOTAL EXCHANGE TRADED FUND
(Cost $257,239)
        257,934 
TOTAL INVESTMENTS — 97.8%
(Cost $7,945,472)
       $8,220,727 

 

Percentages are based on Net Assets of $8,406,742.

 

* Non-income producing security.
(A) Affiliated investment.

 

As of November 30, 2023, all of the Fund’s investments were considered Level 1, in accordance with authoritative guidance on fair value measurements and disclosure under U.S. GAAP.

 

The following is a summary of the Fund’s transactions with affiliates for the year ended November 30, 2023:

 

Value at
11/30/22
  Purchases at
Cost
  Proceeds from
Sales
  Changes in
Unrealized
Appreciation
(Depreciation)
  Realized Gain
(Loss)
  Value at
11/30/23
  Income  Capital
Gains
 
Global X 1-3 Month T-Bill ETF                              
$   $340,504   $(83,099)  $695   $(166)  $257,934   $1,481   $ 

 

Amounts designated as “—” are $0 or have been rounded to $0.

 

See “Glossary” for abbreviations.

 

The accompanying notes are an integral part of the financial statements.

26

 

Schedule of Investments November 30, 2023
Glossary (abbreviations which may be used in the preceding Schedules of Investments):

 

Fund Abbreviations

ADR — American Depositary Receipt

CJSC — Closed Joint-Stock Company

Cl — Class

ETF — Exchange-Traded Fund

GDR — Global Depositary Receipt

H15T5Y — US Treasury Yield Curve Rate T Note Constant Maturity 5 Year

JSC — Joint-Stock Company

MTN — Medium Term Note

SOC — State Owned Company

SOFR — Secured Overnight Financing Rate

TSFR3M — Term Secured Overnight Financing Rate 3-Month

 

27

 

 

Statements of Assets and Liabilities

November 30, 2023

 

 

   Global X
Emerging
Markets Bond
ETF
  Global X Brazil
Active ETF
  Global X India
Active ETF
Assets:            
Cost of Investments  $135,074,625   $2,937,111   $7,688,233 
Cost of Affiliated Investments   1,256,772    82,460    257,239 
Cost/(Proceeds) of Foreign Currency       52    (9)
Investments, at Value  $122,950,022   $3,172,357   $7,962,793 
Affiliated Investments, at Value   1,256,500    82,527    257,934 
Cash   1,091,841    14,867    1,340,009 
Foreign Currency, at Value       52     
Dividend and Interest Receivable   1,548,839    35,382    525 
Receivable for Capital Shares Sold           1,050,972 
Receivable for Investment Securities Sold       7,606    28,006 
Due from Broker   1,192,440         
Total Assets   128,039,642    3,312,791    10,640,239 
Liabilities:               
Payable for Capital Shares Redeemed   1,192,440         
Payable for Investment Securities Purchased   509,830        1,038,833 
Payable due to Investment Adviser   37,903    1,973    3,522 
Overdraft of Foreign Currency           9 
Accrued Foreign Capital Gains Tax on Appreciated Securities           44,841 
Due to Broker   9,297        1,146,292 
Total Liabilities   1,749,470    1,973    2,233,497 
Net Assets  $126,290,172   $3,310,818   $8,406,742 
Net Assets Consist of:               
Paid-in Capital  $147,587,702   $3,031,842   $8,163,000 
Total Distributable Earnings (Accumulated Losses)   (21,297,530)   278,976    243,742 
Net Assets  $126,290,172   $3,310,818   $8,406,742 
Outstanding Shares of Beneficial Interest (unlimited authorization — no par value)   5,850,000    120,000    320,000 
Net Asset Value, Offering and Redemption Price Per Share   $21.59    $27.59    $26.27 

 

The accompanying notes are an integral part of the financial statements.

28

 

 

Statements of Operations

For the year/period ended November 30, 2023

 

 

   Global X
Emerging
Markets Bond
ETF
  Global X Brazil
Active ETF(1)
  Global X India
Active ETF(2)
Investment Income:         
Dividend Income, from Affiliated Investments  $17,125   $1,003   $1,481 
Dividend Income       47,599    6,880 
Interest Income   6,724,179    117    412 
Less: Foreign Taxes Withheld   (1,668)   (4,670)   (1,299)
Total Investment Income   6,739,636    44,049    7,474 
Expenses:               
Supervision and Administration Fees(3)   440,489    6,310    7,670 
Custodian Fees(4)   52    27    87 
Total Expenses   440,541    6,337    7,757 
Net Investment Income (Loss)   6,299,095    37,712    (283)
Net Realized Gain (Loss) on:               
Investments(5)   (5,155,039)   8,171    30,349 
Affiliated Investments       3    (166)
Foreign Currency Transactions   (1)   (2,196)   (11,172)
Foreign Capital Gains Tax           (5,425)
Payment from Adviser(6)   224    14    26 
Net Realized Gain (Loss)   (5,154,816)   5,992    13,612 
Net Change in Unrealized Appreciation (Depreciation) on:               
Investments   4,915,737    235,246    274,560 
Affiliated Investments   (272)   67    695 
Foreign Capital Gains Tax on Appreciated Securities           (44,841)
Foreign Currency Translations       (41)   (1)
Net Change in Unrealized Appreciation (Depreciation)   4,915,465    235,272    230,413 
Net Realized and Unrealized Gain (Loss)   (239,351)   241,264    244,025 
Net Increase in Net Assets Resulting from Operations  $6,059,744   $278,976   $243,742 
   
(1) The Fund commenced operations on August 16, 2023.
(2) The Fund commenced operations on August 17, 2023.
(3) The Supervision and Administration fees includes fees paid by the Funds for the investment advisory services provided by the Adviser. (See Note 3 in Notes to Financial Statements.) 
(4) See Note 2 in the Notes to Financial Statements.
(5) Includes realized gains (losses) as a result of in-kind redemptions. (See Note 4 in Notes to Financial Statements.) 
(6) See Note 3 in the Notes to Financial Statements.

 

The accompanying notes are an integral part of the financial statements.

29

 

 

Statements of Changes in Net Assets

 

 

   Global X Emerging Markets Bond
ETF
   Year Ended
November 30,
2023
  Year Ended
November 30,
2022
Operations:          
Net Investment Income  $6,299,095   $4,696,506 
Net Realized Gain (Loss)   (5,154,816)   (8,832,130)
Net Change in Unrealized Appreciation (Depreciation)   4,915,465    (12,732,226)
Net Increase (Decrease) in Net Assets Resulting from Operations   6,059,744    (16,867,850)
Distributions:   (5,417,100)   (6,235,363)
Return of Capital:       (63,760)
Capital Share Transactions:          
Issued   43,021,229    19,243,135 
Redeemed   (15,849,750)   (33,991,128)
Increase (Decrease) in Net Assets from Capital Share Transactions   27,171,479    (14,747,993)
Total Increase (Decrease) in Net Assets   27,814,123    (37,914,966)
Net Assets:          
Beginning of Year   98,476,049    136,391,015 
End of Year  $126,290,172   $98,476,049 
Share Transactions:          
Issued   2,000,000    850,000 
Redeemed   (750,000)   (1,550,000)
Net Increase (Decrease) in Shares Outstanding from Share Transactions   1,250,000    (700,000)

 

The accompanying notes are an integral part of the financial statements.

30

 

 

Statements of Changes in Net Assets

 

 

   Global X Brazil
Active ETF
  Global X India
Active ETF
   Period Ended
November 30,
2023(1)
  Period Ended
November 30,
2023(2)
Operations:      
Net Investment Income (Loss)  $37,712   $(283)
Net Realized Gain (Loss)   5,992    13,612 
Net Change in Unrealized Appreciation (Depreciation)   235,272    230,413 
Net Increase in Net Assets Resulting from Operations   278,976    243,742 
Capital Share Transactions:          
Issued   3,031,842    8,163,000 
Increase in Net Assets from Capital Share Transactions   3,031,842    8,163,000 
Total Increase in Net Assets   3,310,818    8,406,742 
Net Assets:          
Beginning of Period        
End of Period  $3,310,818   $8,406,742 
Share Transactions:          
Issued   120,000    320,000 
           
Net Increase in Shares Outstanding from Share Transactions   120,000    320,000 
   
(1) The Fund commenced operations on August 16, 2023.
(2) The Fund commenced operations on August 17, 2023.

 

The accompanying notes are an integral part of the financial statements.

31

 

Page intentionally left blank.

 

32

 

 

Financial Highlights

 

Selected Per Share Data & Ratios
For a Share Outstanding Throughout the Period

 

   Net
Asset Value,
Beginning
of Period
($)
  Net Investment
Income
($)*
  Net Realized
and Unrealized
Gain (Loss) on
Investments
($)
  Total from
Operations
($)
  Distribution
from Net
Investment
Income ($)
  Distribution
from Capital
Gains ($)
  Return of
Capital ($)
Global X Emerging Markets Bond ETF                                     
2023   21.41           1.20    0.01    1.21    (1.03)        
2022   25.73    0.93    (4.02)          (3.09)         (0.91)         (0.31)         (0.01)      
2021   27.50    0.90    (1.30)   (0.40)   (0.99)   (0.38)    
2020(1)   25.00    0.49    2.47    2.96    (0.46)        
Global X Brazil Active ETF                                   
2023(2)   25.00    0.33    2.26    2.59             
Global X India Active ETF                                   
2023(3)   25.00        1.27    1.27             
   
* Per share data calculated using average shares method.
** Total Return is for the period indicated and has not been annualized. The return shown does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
Annualized.
†† Portfolio turnover rate is for the period indicated and periods of less than one year have not been annualized. Excludes effect of in-kind transfers.
# Excludes fees and expenses incurred indirectly as a result of investments in underlying funds. (See Note 3 in the Notes to Financial Statements.)
(1) The Fund commenced operations on June 1, 2020.
(2) The Fund commenced operations on August 16, 2023.
(3) The Fund commenced operations on August 17, 2023.

 

Amounts designated as “—” are either $0 or have been rounded to $0.

 

The accompanying notes are an integral part of the financial statements.

33

 

 

Financial Highlights

 

 

 

 

Total from
Distributions ($)
  Net
Asset Value,
End of
Period ($)
  Total
Return
(%)**
  Net Assets, End of
Period ($)(000)
  Ratio of Expenses
to Average Net
Assets (%)
  Ratio of Net
Investment Income
(Loss) to Average
Net Assets (%)
  Portfolio
Turnover (%)†† 
 (1.03)   21.59    5.80    126,290    0.39#   5.58    35.97 
 (1.23)            21.41    (12.26)   98,476    0.39    4.10    51.59 
 (1.37)   25.73    (1.60)   136,391    0.39    3.37    70.51    
 (0.46)   27.50    11.91    68,739    0.39   3.72†        38.12 
                                 
     27.59    10.36    3,311    0.75#†   4.48   13.88 
                                 
     26.27    5.08    8,407    0.76#†   (0.03)†   23.87 

 

The accompanying notes are an integral part of the financial statements.

34

 

 

Notes to Financial Statements

November 30, 2023

 

 

1. ORGANIZATION

 

Global X Funds (the “Trust”) is a Delaware statutory trust formed on March 6, 2008. The Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. As of November 30, 2023, the Trust had one hundred and thirteen portfolios, one hundred and nine of which were operational. The financial statements herein and the related notes pertain to the Global X Emerging Markets Bond ETF, the Global X Brazil Active ETF and the Global X India Active ETF (each a “Fund”, collectively, the “Funds”). The Funds have elected non-diversified status under the 1940 Act.

 

The Global X Brazil Active ETF commenced operations on August 16, 2023. The Global X India Active ETF commenced operations on August 17, 2023.

 

2. SIGNIFICANT ACCOUNTING POLICIES

 

The following is a summary of the significant accounting policies followed by the Funds:

 

USE OF ESTIMATES – The Funds are investment companies that apply the accounting and reporting guidance issued in Topic 946 by the U.S. Financial Accounting Standards Board. The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could materially differ from those estimates.

 

SECURITY VALUATION — Securities listed on a securities exchange, market or automated quotation system for which quotations are readily available (except for securities traded on the NASDAQ Stock Market (“NASDAQ”)), including securities traded over the counter, are valued at the last quoted sale price on the primary exchange or market (foreign or domestic) on which they are traded (or at approximately 4:00 pm Eastern Standard Time if a security’s primary exchange is normally open at that time), or, if there is no such reported sale, at the most recent mean between the quoted bid and asked prices, which approximates fair value (absent both bid and asked prices on such exchange, the bid price may be used).

 

For securities traded on NASDAQ, the NASDAQ Official Closing Price will be used. The prices for foreign securities are reported in local currencies and converted to U.S. dollars using currency exchange rates as of the reporting date. The exchange rates used by the Trust for valuation are captured as of the New York or London close each day.

 

Securities for which market prices are not “readily available” are valued in accordance with fair value procedures (the “Fair Value Procedures”) established by Global X Management Company LLC, the Funds’ investment adviser (the “Adviser”), and approved by the Board

 

35

 

 

Notes to Financial Statements (Continued)

November 30, 2023

 

 

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

 

of Trustees of the Trust (the “Board”). Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated the Adviser as the “valuation designee” to determine the fair value of securities and other instruments for which no readily available market quotations are available. The Fair Value Procedures are implemented through a Fair Value Committee (the “Committee”) of the Adviser. Some of the more common reasons that may necessitate that a security be valued using the Fair Value Procedures include: the security’s trading has been halted or suspended; the security has been de-listed from its primary trading exchange; the security’s primary trading market is temporarily closed at a time when, under normal conditions, it would be open; the security has not been traded for an extended period of time; the security’s primary pricing source is not able or willing to provide a price; or trading of the security is subject to local government-imposed restrictions. In addition, each Fund may fair value a security if an event that may materially affect the value of a Fund’s security that traded outside of the United States (a “Significant Event”) has occurred between the time of the security’s last close and the time that each Fund calculates its net asset value (“NAV”).A Significant Event may relate to a single issuer or to an entire market sector. Events that may be Significant Events include: government actions, natural disasters, armed conflict, acts of terrorism and significant market fluctuations. If the Adviser, becomes aware of a Significant Event that has occurred with respect to a security or group of securities after the closing of the exchange or market on which the security or securities principally trade, but before the time at which the Funds calculate their NAVs, it may request that a Committee meeting be called. When a security is valued in accordance with the Fair Value Procedures, the Committee will determine the value after taking into consideration all relevant information reasonably available to the Committee. As of November 30, 2023, there were no securities priced using the Fair Value Procedures.

 

If available, debt securities are priced based upon valuations provided by independent, third-party pricing agents. Such values generally reflect the last reported sales price if the security is actively traded. The third-party pricing agents may also value debt securities at an evaluated bid price by employing methodologies that utilize actual market transactions, broker-supplied valuations, or other methodologies designed to identify the market value for such securities. Debt obligations with remaining maturities of sixty days or less will be valued at their market value. Prices for most securities held by the Funds are provided daily by recognized independent pricing agents. If a security price cannot be obtained from an independent, third-party pricing agent, the Funds seek to obtain a bid price from at least one independent broker.

 

In accordance with the authoritative guidance on fair value measurements and disclosure under U.S. GAAP, the Funds disclose the fair value of their investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value. The objective of a fair value measurement is to determine the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Accordingly, the fair value hierarchy

 

36

 

 

Notes to Financial Statements (Continued)

November 30, 2023

 

 

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

 

gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

 

The three levels of the fair value hierarchy are described below:

 

Level 1 – Unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities that the Funds have the ability to access at the measurement date;

 

Level 2 – Other significant observable inputs (including quoted prices in non-active markets, quoted prices for similar investments, fair value of investments for which the Funds have the ability to fully redeem tranches at NAV as of the measurement date or within the near term, and short-term investments valued at amortized cost); and

 

Level 3 – Significant unobservable inputs (including the Funds’ own assumptions in determining the fair value of investments and fair value of investments for which the Funds do not have the ability to fully redeem tranches at NAV as of the measurement date or within the near term).

 

Investments are classified within the level of the lowest significant input considered in determining fair value. Investments classified within Level 3 whose fair value measurement considers several inputs may include Level 1 or Level 2 inputs as components of the overall fair value measurement. For details of the investment classification, reference the Schedule of Investments.

 

The unobservable inputs used to determine fair value of Level 3 assets may have similar or diverging impacts on valuation. Significant increases and decreases in these inputs in isolation and interrelationships between those inputs could result in significantly higher or lower fair value measurement.

 

DUE TO/FROM BROKERS — Due to/from brokers includes cash and collateral balances with the Funds’ clearing brokers or counterparties at November 30, 2023. The Funds continuously monitor the credit standing of each broker or counterparty with whom they conduct business. In the event a broker or counterparty is unable to fulfill its obligations, the Funds would be subject to counterparty credit risk.

 

FEDERAL INCOME TAXES — It is each Fund’s intention to qualify, or continue to qualify, as a regulated investment company for Federal income tax purposes by complying with the appropriate provisions of Subchapter M of the Internal Revenue Code of 1986, as amended. Accordingly, no provisions for Federal income taxes have been made in the financial statements except as described below.

 

37

 

 

Notes to Financial Statements (Continued)

November 30, 2023

 

 

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

 

The Funds evaluate tax positions taken or expected to be taken in the course of preparing the Funds’ tax returns to determine whether it is “more-likely-than-not” (i.e., greater than 50%) that each tax position will be sustained upon examination by a taxing authority based on the technical merits of the position. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. The Funds did not record any tax positions in the current period; however, Management’s conclusions regarding tax positions may be subject to review and adjustment at a later date based on factors including, but not limited to, examination by tax authorities (i.e., the last three tax year ends, as applicable), and on-going analysis of and changes to tax laws and regulations, and interpretations thereof. Any foreign tax filings that have not been made will be filed within the prescribed period.

 

As of and during the reporting period November 30, 2023, the Funds did not have a liability for any unrecognized tax benefits as an income tax expense on the Statements of Operations. During the period, the Funds did not incur any interest or penalties. The Funds are also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next 12 months.

 

SECURITY TRANSACTIONS AND INVESTMENT INCOME – Security transactions are accounted for on the trade date for financial reporting purposes. Costs used in determining realized gains and losses on the sale of investment securities are based on specific identification. Dividend income is recorded on the ex-dividend date. Interest income is recognized on the accrual basis from the settlement date. Amortization of premiums and accretion of discounts is included in interest income.

 

FOREIGN CURRENCY TRANSACTIONS AND TRANSLATION – The books and records of the Funds are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars on the date of valuation. Purchases and sales of investment securities, income and expenses are translated into U.S. dollars at the relevant rates of exchange prevailing on the respective dates of such transactions. The Funds do not isolate that portion of realized or unrealized gains and losses resulting from changes in the foreign exchange rate from fluctuations arising from changes in the market prices of the securities. These gains and losses are included in net realized and unrealized gains and losses on investments on the Statements of Operations. Net realized and unrealized gains and losses on foreign currency transactions and translations represent net foreign exchange gains or losses from foreign currency spot contracts, disposition of foreign currencies, currency gains or losses realized between trade and settlement dates on securities transactions and the difference between the amount of the investment income and foreign withholding taxes recorded on the Funds’ books and the U.S. dollar equivalent amounts actually received or paid.

 

38

 

 

Notes to Financial Statements (Continued)

November 30, 2023

 

 

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

 

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS – The Funds distribute their net investment income on a pro rata basis. Any net realized capital gains are distributed annually. All distributions are recorded on the ex-dividend date.

 

CASH OVERDRAFT CHARGES – Per the terms of an agreement with the Bank of New York Mellon (“BNY Mellon”), if a Fund has a cash overdraft, it will be charged interest at a rate then charged by BNY Mellon to its institutional custody clients in the relevant currency. Prior to or on about June 26, 2023, per the terms of an agreement with Brown Brothers Harriman & Co. (“BBH”), if the Global X Emerging Markets Bond ETF had a cash overdraft on a given day, it was assessed an overdraft charge equal to the applicable BBH Base Rate plus 2.00%. Cash overdraft charges are included in custodian fees on the Statements of Operations.

 

CREATION UNITS – The Funds issue and redeem their shares (“Shares”) on a continuous basis at NAV and only in large blocks of Shares (50,000 for Global X Emerging Markets Bond ETF, 10,000 for Global X Brazil Active ETF and 10,000 for Global X India Active ETF), referred to as “Creation Units”. Purchasers of Creation Units (“Authorized Participants”) at NAV must pay a standard creation transaction fee per transaction. The fee is a single charge and will be the same regardless of the number of Creation Units purchased by an Authorized Participant on the same day.

 

An Authorized Participant who holds Creation Units and wishes to redeem at NAV would also pay a standard redemption fee per transaction to BNY Mellon, on the date of such redemption, regardless of the number of Creation Units redeemed that day. If a Creation Unit is purchased or redeemed for cash, an additional variable fee may be charged. The following table discloses the Creation Unit breakdown:

 

   Creation
Unit
Shares
  Creation
Fee
  Value at
November
30, 2023
  Redemption
Fee
Global X Emerging Markets Bond ETF  50,000  $500   $1,079,500   $500 
Global X Brazil Active ETF  10,000   300    275,900    300 
Global X India Active ETF  10,000   500    262,700    500 

 

3. RELATED PARTIES AND SERVICE PROVIDER TRANSACTIONS

 

On July 2, 2018, the Adviser consummated a transaction pursuant to which it became an indirect, wholly-owned subsidiary of Mirae Asset Global Investments Co., Ltd. (“Mirae”). In this manner, the Adviser is ultimately controlled by Mirae.

 

The Adviser serves as the investment adviser and the administrator for the Funds. Subject to the supervision of the Board, the Adviser is responsible for managing the investment activities of the Funds and the Funds’ business affairs and other administrative matters

 

39

 

 

Notes to Financial Statements (Continued)

November 30, 2023

 

 

3. RELATED PARTIES AND SERVICE PROVIDER TRANSACTIONS (continued)

 

and provides, or causes to be furnished, all supervisory, administrative and other services reasonably necessary for the operation of the Funds, including certain distribution services (provided pursuant to a separate distribution agreement), certain shareholder and distribution-related services (provided pursuant to a separate Rule 12b-1 Plan and related agreements) and investment advisory services (provided pursuant to a separate investment advisory agreement), under what is essentially an “all-in” fee structure.

 

For the Adviser’s service to the respective Funds, under a supervision and administration agreement (the “Supervision and Administration Agreement”), each Fund pays a monthly fee to the Adviser at the annual rate below (stated as a percentage of the average daily net assets of the Fund) (“Supervision and Administration Fee”). In addition, the Funds bear other expenses, directly and indirectly, that are not covered by the Supervision and Administration Agreement, which may vary and affect the total expense ratios of the Funds, such as taxes, brokerage fees, commissions, certain custodian fees, acquired fund fees for investments in unaffiliated investment companies, and other transaction expenses, interest expenses and extraordinary expenses (such as litigation and indemnification expenses).

 

The Supervision and Administration Agreement for the Global X Emerging Markets Bond ETF, Global X Brazil Active ETF and Global X India Active ETF provides that the Adviser also bears the costs for acquired fund fees and expenses generated by investments by the Fund in affiliated investment companies. For the year ended November 30, 2023, the Adviser paid acquired fund fees and expenses of $224, $14 and $26, respectively and made such reimbursement payments to the Fund on a monthly basis. These amounts are included in Payment from Adviser on the Statement of Operations.

 

The following table discloses supervision and administration fees payable pursuant to the Supervision and Administration Agreement:

 

    Supervision and
Administration Fee
Global X Emerging Markets Bond ETF   0.39%
Global X Brazil Active ETF   0.75%
Global X India Active ETF   0.75%

 

Sub-Adviser - Global X Emerging Markets Bond ETF:

 

The Adviser has entered into a sub-advisory agreement with Mirae Asset Global Investments (USA) LLC (the “Mirae USA Sub-Adviser”), an affiliate of the Adviser, under which the Adviser pays the Mirae USA Sub-Adviser for management and operational services it provides to the Global X Emerging Markets Bond ETF. The Mirae USA Sub-Adviser, subject to the supervision and oversight of the Board and the Adviser, is responsible for the management of the Global X Emerging Markets Bond ETF, and has discretion to buy or

 

40

 

 

Notes to Financial Statements (Continued)

November 30, 2023

 

 

3. RELATED PARTIES AND SERVICE PROVIDER TRANSACTIONS (continued)

 

sell securities in accordance with the Global X Emerging Markets Bond ETF’s investment objective.

 

The Adviser may from time to time share certain of its profits with, or allocate other resources to, the Mirae USA Sub-Adviser. Any such payments by the Adviser to the Mirae USA Sub-Adviser will be from the Adviser’s own resources.

 

The Adviser pays the Mirae USA Sub-Adviser a fee (“Sub-Adviser Management Fee”) in return for providing management and operational services to the Global X Emerging Markets Bond ETF. The Adviser will pay a monthly Sub-Adviser Management Fee to the Mirae USA Sub-Adviser at the annual rate set forth below for the Global X Emerging Markets Bond ETF:

 

  0.14% on assets for any day that total assets are greater than or equal to $50 million.
     
  0.00% on assets for any day that total assets are less than $50 million.

 

SEI Investments Global Funds Services (“SEIGFS”) serves as sub-administrator to the Funds. As sub-administrator, SEIGFS provides the Funds with required general administrative services, including, without limitation: office space, equipment, and personnel; clerical and general back office services; bookkeeping, internal accounting and secretarial services; the calculation of NAV; and assistance with the preparation and filing of reports, registration statements, proxy statements and other materials required to be filed or furnished by the Funds under federal and state securities laws. As compensation for these services, SEIGFS receives certain out-of-pocket costs, transaction fees and asset-based fees which are accrued daily and paid monthly by the Adviser.

 

SEI Investments Distribution Co. (“SIDCO”) serves as each Fund’s underwriter and distributor of Creation Units pursuant to a distribution agreement (the “Distribution Agreement”). SIDCO has no obligation to sell any specific quantity of Shares.

 

SIDCO bears the following costs and expenses relating to the distribution of Shares: (1) the costs of processing and maintaining records of creations of Creation Units, (2) all costs of maintaining the records required of a registered broker/dealer, (3) the expenses of maintaining its registration or qualification as a dealer or broker under Federal or state laws, (4) filing fees, and (5) all other expenses incurred in connection with the distribution services as contemplated in the Distribution Agreement. SIDCO receives no fee from the Funds for its distribution services under the Distribution Agreement; rather, the Adviser compensates SIDCO for certain expenses, out-of-pocket costs, and transaction fees.

 

BNY Mellon serves as transfer agent and custodian to the Trust on behalf of the Funds. As custodian, BNY Mellon may appoint domestic and foreign sub-custodians and use depositories from time to time to hold securities and other instruments purchased by the

 

41

 

 

Notes to Financial Statements (Continued)

November 30, 2023

 

 

3. RELATED PARTIES AND SERVICE PROVIDER TRANSACTIONS (continued)

 

Trust in foreign countries and to hold cash and currencies for the Trust on behalf of the Funds. BNY Mellon also serves as the Trust’s transfer agent on behalf of the Funds. Under its transfer agency agreement with the Trust, BNY Mellon has undertaken with the Trust to provide the following services with respect to the Funds: (i) perform and facilitate the performance of purchases and redemptions of Creation Units, (ii) prepare and transmit by means of Depository Trust Company’s (“DTC”) book-entry system payments for dividends and distributions on or with respect to the Shares declared by the Trust on behalf of the Funds, as applicable, (iii) prepare and deliver reports, information and documents as specified in the transfer agency agreement, (iv) perform the customary services of a transfer agent and dividend disbursing agent, and (v) render certain other miscellaneous services as specified in the transfer agency agreement or as otherwise agreed upon.

 

The custodian and transfer agent for the Global X Emerging Markets Bond ETF transitioned from Brown Brothers Harriman & Co. to BNY Mellon on or about June 26, 2023.

 

4. INVESTMENT TRANSACTIONS

 

For the year ended November 30, 2023, the purchases and sales of investments in securities excluding in-kind transactions, long-term U.S. Government, and short-term securities, were:

 

   Purchases  Sales and
Maturities
Global X Emerging Markets Bond ETF  $34,728,679   $39,297,142 
Global X Brazil Active ETF   1,910,817    404,894 
Global X India Active ETF   6,274,770    967,302 

 

For the year ended November 30, 2023, in-kind transactions associated with creations and redemptions were:

 

2023  Purchases  Sales  Realized
Gain/(Loss)
Global X Emerging Markets Bond ETF  $42,154,076   $14,014,049   $(1,224,863)
Global X Brazil Active ETF   1,505,475         
Global X India Active ETF   2,607,812         

 

For the year ended November 30, 2023, the Global X Emerging Markets Bond ETF had purchases and sales of long-term U.S. Government securities of $3,040,633 and $1,746,602, respectively.

 

5. TAX INFORMATION

 

The amount and character of income and capital gain distributions to be paid, if any, are determined in accordance with Federal income tax regulations, which may differ from U.S. GAAP. As a result, net investment income (loss) and net realized gain (loss) on investment

 

42

 

 

Notes to Financial Statements (Continued)

November 30, 2023

 

 

5. TAX INFORMATION (continued)

 

transactions for a reporting period may differ significantly from distributions during such period. These book/tax differences may be temporary or permanent. To the extent these differences are permanent in nature, they are charged or credited to undistributed net investment income (loss), accumulated net realized gain (loss) or paid in capital, as appropriate, in the period that the differences arise.

 

The permanent differences primarily consist of foreign currency reclassification of paydowns, defaulted Ukrainian bonds, sales of passive foreign investment companies, reclassification of India capital gains tax, and reclassification of distributions. The permanent differences that are credited or charged to Paid-in Capital and distributable earnings are primarily related to redemptions in-kind and have been reclassified to/from the following accounts during the fiscal year ended November 30, 2023:

 

Global X Funds  Paid-in
Capital
  Total
Distributable
Earnings
Global X Emerging Markets Bond ETF  $(1,230,068)    $1,230,068 

 

The tax character of dividends and distributions declared during the year or period ended November 30, 2023 and November 30, 2022 was as follows:

 

Global X Funds  Ordinary Income   Long-Term
Capital Gain
   Return of Capital   Totals 
Global X Emerging Markets Bond ETF            
2023  $5,417,100   $   $   $5,417,100 
2022   6,168,979    66,384    63,760    6,299,123 
Global X Brazil Active ETF            
2023  $   $   $   $ 
Global X India Active ETF            
2023  $   $   $   $ 

 

43

 

 

Notes to Financial Statements (Continued)

November 30, 2023

 

 

5. TAX INFORMATION (continued)

 

As of November 30, 2023, the components of tax basis distributable earnings (accumulated losses) were as follows:

 

   Global X Funds
   Global X
Emerging
Markets Bond
ETF
  Global X
Brazil Active
ETF
  Global X India
Active ETF
Undistributed Ordinary Income  $1,180,124   $60,474   $27,040 
Capital Loss Carryforwards   (11,406,015)        
Unrealized Appreciation (Depreciation) on Investments and Foreign Currency   (11,071,631)   218,502    222,722 
Late Year Loss Deferral           (6,021)
Other Temporary Differences   (8)       1 
Total Distributable Earnings (Accumulated Losses)  $(21,297,530)  $278,976   $243,742 

 

For taxable years beginning after December 22, 2010, a registered investment company is permitted to carry forward net capital losses to offset capital gains realized in later years, and the losses carried forward retain their original character as either long-term or short-term losses. Losses carried forward under these provisions are as follows:

 

   Short-Term
Loss
   Long-Term
Loss
   Total 
Global X Emerging Markets Bond ETF  $3,915,510    $7,490,505    $11,406,015 

 

The Federal tax cost and aggregate gross unrealized appreciation and depreciation on investments held by the Funds at November 30, 2023 was as follows:

 

Global X Funds  Federal Tax
Cost
   Aggregated
Gross
Unrealized
Appreciation
   Aggregated
Gross
Unrealized
Depreciation
   Net Unrealized
Appreciation
(Depreciation)
 
Global X Emerging Markets Bond ETF   $135,278,153    $461,991    $(11,533,622)    $(11,071,631) 
Global X Brazil Active ETF   3,036,341    267,977    (49,475)    218,502 
Global X India Active ETF   7,953,163    294,414    (71,692)    222,722 

 

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Funds’ net unrealized depreciation difference is attributable primarily to wash sales, defaulted bonds and PFICS.

 

Qualified late year ordinary (including currency and specified gain/loss items) and Post-October capital losses represent losses realized from January 1, 2023 through November 30,

 

44

 

 

 

Notes to Financial Statements (Continued)

November 30, 2023

 

 

5. TAX INFORMATION (continued)

 

2023 and November 1, 2023 through November 30, 2023, respectively, that in accordance with federal income tax regulations, the Funds have elected to defer and treat as having arisen in the following fiscal year.

 

6. CONCENTRATION OF RISKS

 

The Funds invest in securities of foreign issuers in several countries. These investments may involve certain considerations and risks not typically associated with investments in the United States as a result of, among other factors, the possibility of future political and economic developments and the level of governmental supervision and regulation of securities markets in the respective countries. The securities markets of emerging market countries are less liquid and subject to greater price volatility, and have a smaller market capitalization than the U.S. securities markets.

 

In certain countries, there may be fewer publicly traded securities and the market may be dominated by a few issuers or sectors. Issuers and securities markets in such countries are not subject to as extensive and frequent accounting, financial and other reporting requirements or as comprehensive government regulations or issuers and securities markets in the U.S. In particular, the assets and profits appearing on the financial statements of emerging market country issuers may not reflect their financial position or results of operations in the same manner as financial statements for U.S. issuers.

 

Substantially less information may be publicly available about emerging market country issuers than is available about issuers in the United States. There may be significant obstacles to obtaining information necessary for investigations into or litigation against emerging market companies and shareholders may have limited legal remedies.

 

Special Risk Considerations of Investing in China – Variable Interest Entity Investments. For purposes of raising capital offshore on exchanges outside of China, including on U.S. exchanges, many Chinese-based operating companies are structured as Variable Interest Entities (“VIEs”). In this structure, the Chinese-based operating company is the VIE and establishes a shell company in a foreign jurisdiction, such as the Cayman Islands. The shell company lists on a foreign exchange and enters into contractual arrangements with the VIE. This structure allows Chinese companies in which the government restricts foreign ownership to raise capital from foreign investors. While the shell company has no equity ownership of the VIE, these contractual arrangements permit the shell company to consolidate the VIE’s financial statements with its own for accounting purposes and provide for economic exposure to the performance of the underlying Chinese operating company. Therefore, an investor in the listed shell company, such as certain of the Funds, will have exposure to the Chinese-based operating company only through contractual arrangements and has no ownership in the Chinese-based operating company. Furthermore, because the shell company only has specific rights provided for in these service agreements with the VIE, its abilities to control the activities at the Chinese-based operating company

 

45

 

 

 

Notes to Financial Statements (Continued)

November 30, 2023

 

 

6. CONCENTRATION OF RISKS (continued)

 

are limited and the operating company may engage in activities that negatively impact investment value. While the VIE structure has been widely adopted, it is not formally recognized under Chinese law and therefore there is a risk that the Chinese government could prohibit the existence of such structures or negatively impact the VIE’s contractual arrangements with the listed shell company by declaring them invalid. If these contracts were found to be unenforceable under Chinese law, investors in the listed shell company, such as a Fund, may suffer significant losses with little or no recourse available. If the Chinese government determines that the agreements establishing the VIE structures do not comply with Chinese law and regulations, including those related to restrictions on foreign ownership, it could subject a Chinese-based issuer to penalties, revocation of business and operating licenses, or forfeiture of ownership interest. In addition, the listed shell company’s control over a VIE may also be jeopardized if a natural person who holds the equity interest in the VIE breaches the terms of the agreement, is subject to legal proceedings or if any physical instruments for authenticating documentation, such as chops and seals, are used without the Chinese-based issuer’s authorization to enter into contractual arrangements in China. Chops and seals, which are carved stamps used to sign documents, represent a legally binding commitment by the company. Moreover, any future regulatory action may prohibit the ability of the shell company to receive the economic benefits of the Chinese based operating company, which may cause the value of a Fund’s investment in the listed shell company to suffer a significant loss. For example, in 2021, the Chinese government prohibited use of the VIE structure for investment in after-school tutoring companies. There is no guarantee that the government will not place similar restrictions on other industries.

 

These actions, any future sanctions or other actions, or even the threat of further sanctions or other actions, may negatively affect the value and liquidity of certain of the Funds’ investments. For example, a Fund may be prohibited from investing in securities issued by companies subject to such sanctions. In addition, sanctions may require a Fund to freeze its existing investments, prohibiting such Fund from buying, selling or otherwise transacting in these investments.

 

Each Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on either income, gains earned or gains repatriated. The Funds accrue and apply such taxes to net investment income, net realized gains and net unrealized gains as income and/or capital gains are earned.

 

Certain Funds may have investments in financial instruments that utilize the London Interbank Offered Rate (“LIBOR”) as the reference or benchmark rate for variable interest rate calculations. LIBOR was intended to measure the rate generally at which banks can lend and borrow from one another in the relevant currency on an unsecured basis. The UK Financial Conduct Authority (“FCA”), the regulator that oversees LIBOR, announced that the majority of LIBOR rates would cease to be published or would no longer be representative on January 1, 2022. The publication of most LIBOR rates ceased at the end

 

46

 

 

 

Notes to Financial Statements (Continued)

November 30, 2023

 

 

6. CONCENTRATION OF RISKS (continued)

 

of 2021, and the remaining USD LIBOR rates ceased to be published after June 2023. There remains uncertainty and risks relating to the continuing LIBOR transition and its effects on the Funds and the instruments in which the Funds invest. There can be no assurance that the composition or characteristics of any alternative reference rates (“ARRs”) or financial instruments in which the Funds invest that utilize ARRs will be similar to or produce the same value or economic equivalence as LIBOR or that these instruments will have the same volume or liquidity. Additionally, there remains uncertainty and risks relating to certain “legacy” USD LIBOR instruments that were issued or entered into before December 31, 2021 and the process by which a replacement interest rate will be identified and implemented into these instruments when USD LIBOR is ultimately discontinued. On December 16, 2022, the Federal Reserve Board adopted regulations implementing the Adjustable Interest Rate Act. The regulations provide a statutory fallback mechanism to replace LIBOR, by identifying benchmark rates based on the Secured Overnight Financing Rate (“SOFR”) that replaced LIBOR in certain financial contracts after June 30, 2023. These regulations apply only to contracts governed by U.S. law, among other limitations. The Funds may have instruments linked to other interbank offered rates that may also cease to be published in the future. The effects of such uncertainty and risks in “legacy” USD LIBOR instruments held by the Funds could result in losses to the Funds.

 

Economic conditions, such as volatile currency exchange rates and interest rates, political events, military action and other conditions may, without prior warning, lead to foreign government intervention (including intervention by the U.S. Government with respect to foreign governments, economic sectors, foreign companies and related securities and interests) and the imposition of capital controls (i.e., government measures designed to limit the flow of foreign capital in and out of the domestic economy) and/or sanctions, which may also include retaliatory actions of one government against another government, such as the seizure of assets. Capital controls and/or sanctions include the prohibition of, or restrictions on, the ability to transfer currency, securities or other assets. Capital controls and/or sanctions may also impact the ability of the Funds to buy, sell or otherwise transfer securities or currency, negatively impact the value and/or liquidity of such instruments, adversely affect the trading market and price for Shares of the Funds, and cause the Funds to decline in value.

 

Please refer to each Fund’s prospectus and statement of additional information (“SAI”) for a more complete description of risks.

 

7. LOANS OF PORTFOLIO SECURITIES

 

Each Fund may lend portfolio securities having a market value up to one-third of its total assets. Security loans made pursuant to a securities lending agreement with BNY Mellon are initially required to be secured by collateral equal to at least 102% for U.S.-based securities and 105% for foreign based securities. Such collateral received in connection with these loans will be cash and can be invested in repurchase agreements or U.S. Treasury

 

47

 

 

 

Notes to Financial Statements (Concluded)

November 30, 2023

 

 

7. LOANS OF PORTFOLIO SECURITIES (continued)

 

obligations and is recognized in the Schedules of Investments and Statements of Assets and Liabilities. The obligation to return securities lending collateral is also recognized as a liability in the Statements of Assets and Liabilities. It is the Funds’ policy to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day, following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than the value of the securities on loan.

 

Lending securities entails a risk of loss to the Funds if and to the extent that the market value of the securities loans were to increase and the borrower did not increase the collateral accordingly, and the borrower failed to return the securities. In the event the borrower may not provide additional collateral when required or may not return the securities when due, the securities lending agency agreement requires the lending agent to indemnify the Funds by replacing either the security or the security’s current market value to the Funds. The Funds could also experience delays and costs in gaining access to the collateral. The Funds bear the risk of any deficiency in the amount of the collateral available for return to the borrower due to any loss on the collateral invested. As of November 30, 2023, the Funds had no securities on loan.

 

8. CONTRACTUAL OBLIGATION

 

The Funds enter into contracts in the normal course of business that contain a variety of indemnifications. The Funds’ maximum exposure under these contracts is unknown. However, the Funds have not had prior gains or losses pursuant to these contracts.

 

Management has reviewed the Funds’ existing contracts and expects the risk of loss to be remote.

 

Pursuant to the Trust’s organizational documents, the Trustees of the Trust and the Trust’s officers are indemnified against certain liabilities that may arise out of the performance of their duties.

 

9. SUBSEQUENT EVENTS

 

The Funds have been evaluated by management regarding the need for additional disclosures and/or adjustments resulting from subsequent events. Based on this evaluation, no additional adjustments were required to the financial statements.

 

48

 

 

 

Report of Independent Registered Public Accounting Firm

 

 

To the Board of Trustees of Global X Funds and Shareholders of each of the Funds listed in the table below

 

Opinions on the Financial Statements

 

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of each of the funds listed in the table below (three of the funds constituting Global X Funds, hereafter collectively referred to as the “Funds”) as of November 30, 2023, the related statements of operations and of changes in net assets for each of the periods indicated in the table below, including the related notes, and the financial highlights for each of the periods indicated in the table below (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of November 30, 2023, the results of each of their operations, the changes in each of their net assets, and each of the financial highlights for each of the periods indicated in the table below, in conformity with accounting principles generally accepted in the United States of America.

 

Global X Emerging Markets Bond ETF (1) Global X Brazil Active ETF (2) Global X India Active ETF (3)

 

  (1)   Statement of operations for the year ended November 30, 2023, statement of changes in net assets for each of the two years in the period ended November 30, 2023 and the financial highlights for each of the three years in the period ended November 30, 2023 and for the period June 1, 2020 (commencement of operations) through November 30, 2020.
  (2)   Statements of operations and of changes in net assets and the financial highlights for the period August 16, 2023 (commencement of operations) through November 30, 2023.
  (3)   Statements of operations and of changes in net assets and the financial highlights for the period August 17, 2023 (commencement of operations) through November 30, 2023.

 

Basis for Opinions

 

These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence

 

49

 

 

 

Report of Independent Registered Public Accounting Firm

 

 

regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of November 30, 2023, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinions.

 

/s/PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

February 7, 2024

 

We have served as the auditor of one or more investment companies in Global X Funds since 2016.

 

50

 

 

 

Disclosure of Fund Expenses (unaudited)

 

 

ETFs (such as the Funds) have operating expenses. As a shareholder of an ETF, your investment is affected by these ongoing costs, which include (among others) costs for ETF management, administrative services, brokerage fees, and shareholder reports like this one. It is important for you to understand the impact of these costs on your investment returns. In addition, a shareholder is responsible for brokerage fees as a result of the shareholder’s investment in a Fund.

 

Operating expenses such as these are deducted from a Fund’s gross income and directly reduce your final investment returns. These expenses are expressed as a percentage of the Fund’s average net assets; this percentage is known as the Fund’s expense ratio.

 

The following examples use the expense ratio and are intended to help you understand the ongoing costs (in dollars) of investing in a Fund and to compare these costs with those of other funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period from June 1, 2023 to November 30, 2023.

 

The table on the next page illustrates your Funds’ costs in two ways:

 

Actual Fund Return. This section helps you to estimate the actual expenses that your Fund incurred over the period. The “Expenses Paid During Period” column shows the actual dollar expense cost incurred by a $1,000 investment in the Fund, and the “Ending Account Value” number is derived from deducting that expense cost from the Fund’s gross investment return.

 

You can use this information, together with the actual amount you invested in a Fund, to estimate the expenses you paid over that period. Simply divide your actual account value by $1,000 to arrive at a ratio (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply that ratio by the number shown for your Fund under “Expenses Paid During Period.”

 

Hypothetical 5% Return. This section helps you compare your Fund’s costs with those of other funds. It assumes that the Fund had an annual 5% return before expenses during the year, but that the expense ratio (Column 3) for the period is unchanged. This example is useful in making comparisons because the Securities and Exchange Commission requires all funds to make this 5% calculation. You can assess your Fund’s comparative cost by comparing the hypothetical result for your Fund in the “Expenses Paid During Period” column with those that appear in the same charts in the shareholder reports for other funds.

 

NOTE: Because the return is set at 5% for comparison purposes — NOT your Fund’s actual return — the account values shown may not apply to your specific investment.

 

51

 

 

 

Disclosure of Fund Expenses (unaudited) (Concluded)

 

 

    Beginning
Account Value
6/1/2023
  Ending
Account
Value
11/30/2023
  Annualized
Expense
Ratios
  Expenses
Paid During
Period(1)
Global X Emerging Markets Bond ETF                                                                     
Actual Fund Return   $ 1,000.00     $ 1,034.30       0.39 %   $ 1.99  
Hypothetical 5% Return     1,000.00       1,023.11       0.39       1.98  
                                 
Global X Brazil Active ETF*                                
Actual Fund Return   $ 1,000.00     $ 1,103.60       0.75 %   $ 2.29(2)  
Hypothetical 5% Return     1,000.00       1,021.31       0.75       3.80  
                                 
Global X India Active ETF**                                
Actual Fund Return   $ 1,000.00     $ 1,050.80       0.76 %   $ 2.24(3)  
Hypothetical 5% Return     1,000.00       1,021.26       0.76       3.85  

 

(1) Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).
(2) Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 106/365 (to reflect the period from inception to date).
(3) Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 105/365 (to reflect the period from inception to date).
* Fund commenced operations on August 16, 2023.
** Fund commenced operations on August 17, 2023.

 

52

 

 

Approval of Investment Advisory Agreement and Sub-Advisory Agreements (unaudited)

 

 

Section 15(c) of the Investment Company Act of 1940, as amended (“1940 Act”), requires that the board of trustees of an exchange-traded fund (“ETF”), including a majority of those trustees who are not “interested persons” of the ETF, as defined in the 1940 Act (“Independent Trustees”), consider on an initial basis and periodically thereafter (as required by the 1940 Act), at an in person meeting called for such purpose, the terms of each ETF’s investment advisory agreement and whether to approve entering into, or renewing, each agreement.

 

At a Board meeting of the Global X Funds (the “Trust”) held on May 19, 2023 (the “New Fund Board Meeting”), the Board of Trustees (the “Board”) (including the Trust’s Independent Trustees, voting separately) considered and unanimously approved (i) the initial Investment Advisory Agreement (“New Investment Advisory Agreement”) for the Global X Brazil Active ETF and the Global X India Active ETF (each a “New Fund,” and referred to collectively as the “New Funds”) and (ii) the initial Supervision and Administration Agreement between the Trust (“New Supervision and Administration Agreement”), on behalf of the New Funds, and Global X Management Company LLC, the Trust’s investment adviser (“Global X Management”). The New Investment Advisory Agreement and New Supervision and Administration Agreement are referred to collectively as the “New Fund Agreements.”

 

At a Board meeting of the Trust held on November 16, 2023, called for such purpose, the Board (including the Trust’s Independent Trustees, voting separately) considered and unanimously approved the continuation of (i) the Investment Advisory Agreement (“Renewal Investment Advisory Agreement”) for each Fund included in this Annual Report (each, a “Renewal Fund” and referred to collectively as the “Renewal Funds”); (ii) the Supervision and Administration Agreement between the Trust (“Renewal Supervision and Administration Agreement”), on behalf of each Renewal Fund, and Global X Management; and (iii) the Sub-Advisory Agreement between Global X Management on behalf of the Global X Emerging Markets Bond ETF (the “Emerging Markets Bond Fund”) and Mirae Asset Global Investments (USA) LLC (“Mirae USA”) (the “Mirae USA Renewal Sub-Advisory Agreement”). The Renewal Investment Advisory Agreement and the Renewal Supervision and Administration Agreement are referred to herein as the “Renewal Agreements.”

 

In advance of the November 16, 2023 Board meeting, the Board (including the Trust’s Independent Trustees) and the Independent Trustees’ independent legal counsel requested (in writing) detailed information from Global X Management and Mirae USA in connection with the Board’s consideration of the New Fund Agreements, Renewal Agreements and Mirae USA Renewal Sub-Advisory Agreement and received and reviewed written responses from Global X Management and Mirae USA, as well as supporting materials relating to those requests for information. Subsequent to the receipt of that information, the Independent Trustees requested additional information regarding certain changes in senior management of Global X Management, which was provided to them in advance of the November 16, 2023 Board meeting.

 

53

 

 

Approval of Investment Advisory Agreement and Sub-Advisory Agreements (unaudited) (Continued)

 

 

At the November 16, 2023 Board meeting, the Board approved the Renewal Agreements, for the period ending February 29, 2024, in order to ensure continuity of management of the Renewal Funds. However, the Independent Trustees also determined to postpone a vote on the renewal of the Renewal Agreements for a full annual period in order to provide the Independent Trustees with the opportunity to further consider certain changes in Global X Management’s senior leadership, which occurred approximately contemporaneously with the Board’s consideration of the Renewal Agreements, and in order to permit Global X Management to confirm certain information provided in advance of the November 16, 2023 Board meeting. Global X Management subsequently provided additional information to the Board in advance of a second meeting called for the purpose of considering the extension of the Renewal Agreements for a full year. At a Board meeting of the Trust held on December 21, 2023, the Trust’s Board, which was comprised entirely of Independent Trustees, unanimously approved the continuation of the Renewal Agreements for an aggregate one-year period ending November 30, 2024.

 

In the course of their consideration of the New Fund Agreements, Renewal Agreements and Mirae USA Renewal Sub-Advisory Agreement, the Trust’s Independent Trustees were advised by their independent legal counsel and, in addition to meetings with management of Global X Management, the Independent Trustees met separately in executive sessions with their counsel.

 

NEW FUND AGREEMENTS

 

In determining to approve the New Fund Agreements for the New Funds, the Board considered a variety of factors, including the factors discussed in greater detail below.

 

Nature, Extent and Quality of Services

 

With respect to this factor, the Board considered:

 

- the terms of the New Fund Agreements and the range of services proposed to be provided to the New Funds in accordance with the New Fund Agreements;

 

- Global X Management’s key personnel and the portfolio managers who would provide investment advisory, supervision and administrative services to the New Funds;

 

- Global X Management’s responsibilities under the New Fund Agreements to, among other things, (i) manage the investment operations of the New Funds and the composition of the New Funds’ assets, including the purchase, retention and disposition of its holdings, (ii) provide quarterly reports to the Trust’s officers and the Board and other reports as the Board deems necessary or appropriate, (iii) vote proxies, exercise consents, and exercise all other rights appertaining to securities and assets held by the New Funds, (iv) select broker-dealers to execute portfolio transactions for the New Funds when necessary, (v) assist in the preparation and filing of reports and proxy statements (if any) to the shareholders of the New Funds, and the periodic updating of the registration statements,

 

54

 

 

Approval of Investment Advisory Agreement and Sub-Advisory Agreements (unaudited) (Continued)

 

 

prospectuses, statements of additional information, and other reports and documents for the New Funds that are required to be filed by the Trust with the U.S. Securities and Exchange Commission (“SEC”) and other regulatory or governmental bodies, and (vi) monitor anticipated purchases and redemptions of the shares (including Creation Units) of the New Funds by shareholders and new investors;

 

- the nature, extent and quality of all of the services (including advisory, administrative and compliance services) that are proposed to be provided by Global X Management or made available to the New Funds; and

 

- the quality of Global X Management’s resources and personnel that would be made available to the New Funds, including Global X Management’s experience and the professional qualifications of Global X Management’s key personnel.

 

Based on these considerations, the Board concluded, at the New Fund Board Meeting, that it was satisfied with the nature, extent and quality of the services proposed to be provided to the New Funds by Global X Management.

 

Performance

 

The Board determined that, because the New Funds had not yet begun investment operations as of the date of the New Fund Board Meeting, meaningful data relating to the investment performance of the New Funds was not available and, therefore, could not be a factor in approving the New Fund Agreements.

 

Cost of Services and Profitability

 

With respect to this factor, the Board considered:

 

- Global X Management’s expected costs to provide investment management, supervision and administrative and related services to each New Fund;

 

- the management fee (including the proposed investment advisory fee) (“Management Fee”) that was proposed to be borne by each New Fund under the respective New Fund Agreement for the various investment advisory, supervisory and administrative services that the New Funds require under a unitary fee structure (including the types of fees and expenses that are not included within the unitary fee and would be borne by the New Funds); and

 

- the expected profitability to Global X Management, if any, from all of the services proposed to be provided to the New Funds by Global X Management and all aspects of the relationship between Global X Management and the New Funds.

 

Based on these considerations, the Board concluded that the proposed Management Fee to be paid by each New Fund to Global X Management, in light of the nature, extent and

 

55

 

 

Approval of Investment Advisory Agreement and Sub-Advisory Agreements (unaudited) (Continued)

 

 

quality of the services to be provided, was reasonable and in the best interests of the New Fund’s shareholders.

 

Comparison of Fees and Services

 

With respect to this factor, the Board considered:

 

- comparative information with respect to the proposed Management Fee to be paid to Global X Management by each New Fund. In connection with this consideration, Global X Management provided the Board with comparative expense data for each New Fund, including fees and expenses paid by unaffiliated similar specialized and/or focused ETFs, and/or other similar registered funds. The Board considered Global X Management’s detailed explanation of the proposed fee structures of any New Fund that was above the average or median for the New Fund’s peer group;

 

- the structure of the proposed unitary Management Fee (which includes as one component the proposed investment advisory fee for the New Funds) and the expected total expense ratios for the New Funds. In this regard, the Board took into consideration that the purpose of adopting a unitary Management Fee structure for the New Funds was to create a simple, all-inclusive fee that would provide a level of predictability with respect to the overall expense ratios (i.e., the total fees) of the New Funds and that the proposed Management Fee for each New Fund was set at a competitive level to make the New Fund viable in the marketplace; and

 

- that, under the proposed unified Management Fee structure, Global X Management would be responsible for most ordinary expenses of the New Funds, including the costs of various third-party services required by the New Funds, including investment advisory, administrative, audit, certain custody, portfolio accounting, legal, transfer agency and printing costs, but that each New Fund would bear other expenses not covered under the proposed all-inclusive Management Fee, such as taxes, brokerage fees, commissions, and other transaction expenses, interest expenses, and extraordinary expenses.

 

Based on these considerations, the Board concluded, at the New Fund Board Meeting, that the services to be received and the fees to be charged under the applicable New Fund Agreements were reasonable on a comparative basis.

 

Economies of Scale

 

With respect to this factor, the Board considered:

 

- the extent to which economies of scale would be realized as the New Funds grow and whether the proposed unitary Management Fees for the New Funds reflected these economies of scale;

 

56

 

 

Approval of Investment Advisory Agreement and Sub-Advisory Agreements (unaudited) (Continued)

 

 

- the significant investment of time, personnel and other resources that Global X Management intends to make in the New Funds in order to seek to assure that the New Funds are attractive to investors; and

 

- that the proposed unitary Management Fee would provide a high level of certainty as to the total level of expenses for each New Fund and its shareholders.

 

Based on these considerations, the Board concluded, at the New Fund Board Meeting, that the proposed unitary Management Fees for the New Funds appropriately addressed economies of scale.

 

Other Benefits

 

In considering each New Fund Agreement, in addition to the factors discussed above, the Board considered other benefits that may be realized by Global X Management as a result of its relationships with the New Funds. As a result, the Board concluded that, in the case of each New Fund, in the exercise of the Board’s business judgement, all information the Board considered supported approval of the applicable New Fund Agreements.

 

Conclusion

 

After full consideration of the factors above, as well as other factors that were instructive in their consideration, the Board, including all of the Trust’s Independent Trustees voting separately, concluded, in the exercise of its business judgement, that the New Fund Agreements were fair and reasonable and in the best interest of the New Funds.

 

In reaching this decision, the Board did not assign relative weights to the factors above nor did the Board deem any one factor or group of them to be controlling in and of themselves. Each member of the Board may have assigned different weights to the various factors.

 

RENEWAL AGREEMENTS

 

In determining to approve the continuation of the Renewal Agreements for the Renewal Funds, the Board considered a variety of factors, including the factors discussed in greater detail below.

 

Nature, Extent, and Quality of Services

 

With respect to this factor, the Board considered:

 

- the terms of the Renewal Agreements and the range of services that would continue to be provided to each Renewal Fund in accordance with the Renewal Agreements;

 

- Global X Management’s key personnel and the portfolio managers who would continue to provide investment advisory, supervision and administrative services to each Renewal Fund;

 

57

 

 

Approval of Investment Advisory Agreement and Sub-Advisory Agreements (unaudited) (Continued)

 

 

- Global X Management’s responsibilities under the Renewal Agreements, among other things, to: (i) manage the investment operations of the Renewal Funds and the composition of the Renewal Funds’ assets, including the purchase, retention and disposition of their holdings, (ii) provide quarterly reports to the Trust’s officers and the Board and other reports as the Board deems necessary or appropriate, (iii) vote proxies, exercise consents, and exercise all other rights relating to securities and assets held by the Renewal Funds, (iv) select broker-dealers to execute portfolio transactions for the Renewal Funds when necessary, (v) assist in the preparation and filing of reports and proxy statements (if any) to the shareholders of the Renewal Funds, and the periodic updating of the registration statement, prospectuses, statements of additional information, and other reports and documents for the Renewal Funds that are required to be filed by the Trust with the SEC and other regulatory and governmental bodies, and (vi) monitor anticipated purchases and redemptions of the shares (including Creation Units) of the Renewal Funds by shareholders and new investors;

 

- the nature, extent and quality of all of the services (including advisory, administrative and compliance services) that have been provided by Global X Management or made available to the Renewal Funds; and

 

- the quality of Global X Management’s resources and personnel that would continue to be made available to the Renewal Funds, including Global X Management’s experience and the professional qualifications of Global X Management’s key personnel.

 

Based on these considerations, the Board concluded that it was satisfied with the nature, extent and quality of the services provided to the Renewal Funds by Global X Management.

 

Performance

 

The Board considered the performance of each Renewal Fund. They examined the performance of the Renewal Funds for the one-year, three-year, five-year and since-inception periods, as applicable. Also, the Board considered the total return and investments performance of the Renewal Funds relative to (i) the performance of unaffiliated comparable ETFs and/or other registered funds, which performance information is publicly available from such registered funds, as well as other third party sources; and (ii) the performance of pertinent indexes. The Board considered instances of under-performance and over-performance with respect to the competitor funds.

 

Based on these considerations and comparisons, the Board concluded that the investment performance of the Renewal Funds did not adversely affect the Board’s approval of the continuance of the Renewal Agreements.

 

58

 

 

Approval of Investment Advisory Agreement and Sub-Advisory Agreements (unaudited) (Continued)

 

 

Cost of Services and Profitability

 

The Board considered Global X Management’s cost to provide investment management, supervision and administrative and related services to the Renewal Funds. In this regard, the Board considered the management fee (“Management Fee”) that has been borne or is expected to be borne by the Renewal Funds under the Renewal Agreements for the various investment advisory, supervisory and administrative services that the Renewal Funds require under a unitary fee structure (including the types of fees and expenses that are not included within the unitary fee and would be borne by the Renewal Funds).

 

In addition, the Board considered expected profitability to Global X Management, as applicable, from all services provided or expected to be provided to the Renewal Funds and all aspects of Global X Management’s relationship with the Renewal Funds. In connection with these considerations, Global X Management provided the Board with financial information regarding its operations and the services provided to the Renewal Funds and discussed with the Board its current and expected, as applicable, profitability with respect to the Renewal Funds.

 

Based on these considerations, the Board concluded that the Management Fee rate paid by the Renewal Funds to Global X Management, in light of the nature, extent and quality of the services provided, was reasonable and in the best interests of the Renewal Funds’ shareholders.

 

Comparison of Fees and Services

 

With respect to this factor, the Board considered:

 

- comparative information with respect to the Management Fee paid to Global X Management by the Renewal Funds. In connection with this consideration, Global X Management provided the Board with comparative expense data for the Renewal Funds, including fees and expenses paid by unaffiliated similar specialized and/or focused ETFs and/or other comparable registered funds. The Board considered the Global X Management’s detailed explanation of the fee structures of any Renewal Fund that was above the average or median for its peer group;

 

- the structure of the unitary Management Fee (which includes as one component the investment advisory fee for the Renewal Funds) and the current total expense ratios for the Renewal Funds. In this regard, the Board took into consideration that the purpose of adopting a unitary Management Fee structure for the Renewal Funds was to create a simple, all-inclusive fee that would provide a level of predictability with respect to the overall expense ratio (i.e., the total fees) of the Renewal Funds and that the proposed Management Fees for the Renewal Funds were set at a competitive levels to make the Renewal Funds viable in the marketplace; and

 

59

 

 

Approval of Investment Advisory Agreement and Sub-Advisory Agreements (unaudited) (Continued)

 

 

- that, under the unified Management Fee structure, Global X Management is responsible for most ordinary expenses of the Renewal Funds, including the costs of various third-party services required by the Renewal Funds, including investment advisory, administrative, audit, certain custody, portfolio accounting, legal, transfer agency and printing costs, but that the Renewal Funds would bear other expenses not covered under the proposed all-inclusive Management Fee, such as taxes, brokerage fees, commissions, and other transaction expenses, interest expenses, and extraordinary expenses.

 

Based on these considerations, the Board concluded that the services received and the fees charged under the Renewal Agreements were reasonable on a comparative basis.

 

Economies of Scale

 

With respect to this factor, the Board considered:

 

- the extent to which economies of scale would be realized as the Renewal Funds grow and whether the unitary Management Fee for the Renewal Funds reflected these economies of scale;

 

- the significant investment of time, personnel and other resources that Global X Management has made and intends to continue to make in the Renewal Funds in order to seek to assure that the Renewal Funds are attractive to investors; and

 

- that the unitary Management Fee would provide a high level of certainty as to the total level of expenses for the Renewal Funds and their shareholders.

 

Based on these considerations, the Board concluded that the unitary Management Fee for the Renewal Funds appropriately addressed economies of scale.

 

Other Benefits

 

In considering the Renewal Agreements, in addition to the factors above, the Board considered any other benefits realized by Global X Management as a result of its relationships with the Renewal Funds and concluded that, in the exercise of the Board’s business judgement, all information the Board considered supported approval of the continuation of the Renewal Agreements.

 

Conclusion

 

After full consideration of the factors above, as well as other factors that were instructive in its consideration, the Board, including all of the Trust’s Independent Trustees voting separately, concluded, in the exercise of its business judgement, that the Renewal Agreements were fair and reasonable and in the best interest of each Renewal Fund.

 

60

 

 

Approval of Investment Advisory Agreement and Sub-Advisory Agreements (unaudited) (Continued)

 

 

In reaching this decision, the Board did not assign relative weights to the factors above nor did the Board deem any one factor or group of them to be controlling in and of themselves. Each member of the Board may have assigned different weights to the various factors.

 

MIRAE USA RENEWAL SUB-ADVISORY AGREEMENT

 

In determining to approve the continuation of the Mirae USA Renewal Sub-Advisory Agreement, the Board considered a variety of factors, including the factors discussed in greater detail below.

 

Nature, Extent, and Quality of Services

 

With respect to this factor, the Board considered:

 

- the terms of the Sub-Advisory Agreement and the range of services that would continue to be provided to the Emerging Markets Bond Fund by Mirae USA in accordance with the Sub-Advisory Agreement;

 

- the key personnel and the co-portfolio managers of Mirae USA who would continue to provide investment advisory services to the Emerging Markets Bond Fund;

 

- the responsibilities of Mirae USA under the Sub-Advisory Agreement, among other things, to: (i) invest and reinvest the assets of the Emerging Markets Bond Fund, (ii) provide the Trust, Global X Management, and their respective officers and Trustees with such periodic reports concerning the obligations the Sub-Adviser has assumed under the Sub-Advisory Agreement as the Trust, the Board, and Global X Management may from time to time reasonably request, (iii) review all proxy solicitation materials and vote (or abstain from voting) and handle all proxies solicited by or with respect to the issuers of securities in which the assets of the Emerging Markets Bond Fund may be invested in compliance with the proxy voting procedures of the Trust then in effect, (iv) select broker and dealers to execute portfolio transactions for the Emerging Markets Bond Fund and select the markets on or in which the transactions will be executed, and (v) assist Global X Management and the Emerging Markets Bond Fund by providing certain operational services to the Fund including, without limitation, the following: (A) the preparation of tax returns; (B) the preparation and submission of reports to existing shareholders; (C) the periodic updating of the prospectus and statement of additional information for the Emerging Markets Bond Fund; and (D) the preparation of reports to be filed with the SEC and other regulatory authorities;

 

- the nature, extent and quality of the services (including advisory and compliance services) to be provided by Mirae USA or made available to the Emerging Markets Bond Fund, and the adequacy of the personnel and resources of Mirae USA that would continue to be made available to the Fund; and

 

61

 

 

Approval of Investment Advisory Agreement and Sub-Advisory Agreements (unaudited) (Continued)

 

 

- the quality of Mirae USA resources and personnel that would continue to be made available to the Emerging Markets Bond Fund, including the experience and the professional qualifications of Mirae USA key personnel.

 

Performance

 

The Board considered the performance of the Fund to the extent that such information was available and/or deemed meaningful. They examined the performance of the Fund for the one-year, three-year, five-year and since-inception periods, as applicable. Also, the Board considered the total return and investment performance of the Fund relative to (i) the performance of unaffiliated comparable specialized and/or focused exchange-traded funds and other registered funds in the same classification as the Fund, which performance information is publicly available from such registered funds as well as other third party sources; and (ii) the performance of comparable registered funds and pertinent indexes. The Board considered instances of underperformance and over-performance with respect to the comparator funds.

 

Cost of Services and Profitability

 

The Board considered the cost to Mirae USA to provide investment management services and related services to the Emerging Markets Bond Fund. In this regard, the Board considered the sub-advisory fee paid to Mirae USA (from the Management Fee borne by the Emerging Markets Bond Fund under the Investment Management Agreement) for the various investment advisory services that the Emerging Markets Bond Fund requires.

 

In addition, the Board considered the expected profitability to Mirae USA from all services provided or expected to be provided to the Emerging Markets Bond Fund by the Sub-Adviser and all aspects of the relationship of Mirae USA with the Emerging Markets Bond Fund.

 

To assist the Trustees in these considerations, Mirae USA provided the Board with financial information regarding the services to be provided to the Emerging Markets Bond Fund and discussed with the Board its expected profitability with respect to the Fund.

 

Comparison of Fees and Services

 

With respect to this factor, the Board considered:

 

- comparative information with respect to the sub-advisory fee paid to Mirae USA by Global X Management (from the Management Fee paid to the Adviser by the Emerging Markets Bond Fund). To assist the Trustees in these considerations, Mirae USA provided the Board with comparative expense data for the Emerging Markets Bond Fund, including management fees paid by unaffiliated comparable specialized and/or focused ETFs and/or other comparable investment funds

 

62

 

 

Approval of Investment Advisory Agreement and Sub-Advisory Agreements (unaudited) (Concluded)

 

 

- the structure of the sub-advisory fee and the total expense ratio for the Emerging Markets Bond Fund.

 

Economies of Scale

 

With respect to this factor, the Board considered:

 

- the extent to which economies of scale would be realized as the Emerging Markets Bond Fund grows and whether the sub-advisory fee for the Emerging Markets Bond Fund reflected these economies of scale, and noted that Mirae USA represented that it does not expect to experience any economies of scale by providing continued sub-advisory services to the Fund, based on the anticipated size of the Fund during at least the Fund’s first few years; and

 

- the significant investment of time, personnel and other resources that Mirae USA has made and intends to continue to make in the Emerging Markets Bond Fund to seek to assure that the Fund is attractive to investors.

 

Other Benefits

 

In considering the Sub-Advisory Agreement, in addition to the categories discussed above, the Board considered other benefits realized by Mirae USA because of its relationship with the Emerging Markets Bond Fund.

 

Conclusion

 

After full consideration of the factors above, as well as other factors that were instructive in its consideration, the Board, including all of the Trust’s Independent Trustees voting separately, concluded, in the exercise of its business judgement, that the Mirae USA Renewal Sub-Advisory Agreement was fair and reasonable and in the best interest of the Emerging Markets Bond Fund.

 

In reaching this decision, the Board did not assign relative weights to the factors above nor did the Board deem any one factor or group of them to be controlling in and of themselves. Each member of the Board may have assigned different weights to the various factors.

 

63

 

 

Supplemental Information (unaudited)

 

 

NAV is the price per Share at which the Funds issue and redeem Shares. It is calculated in accordance with the standard formula for valuing mutual fund shares. The “Market Price” of a Fund generally is determined using the midpoint between the highest bid and the lowest offer on the stock exchange on which the Shares of the Fund are listed for trading, as of the time that the Fund’s NAV is calculated. A Fund’s Market Price may be at, above or below its NAV. The NAV of a Fund will fluctuate with changes in the market value of the Fund’s holdings. The Market Price of a Fund will fluctuate in accordance with changes in its NAV, as well as market supply and demand.

 

Premiums or discounts are the differences (expressed as a percentage) between the NAV and Market Price of a Fund on a given day, generally at the time NAV is calculated. A premium is the amount that a Fund is trading above the reported NAV, expressed as a percentage of the NAV. A discount is the amount that a Fund is trading below the reported NAV, expressed as a percentage of the NAV.

 

Further information regarding premiums and discounts is available on the Funds’ website at www.globalxetfs.com.

 

64

 

 

 

Trustees and Officers of the Trust (unaudited)

 

 

The Trustees and officers are identified in the table below, which provides information as to their principal business occupations held during the last five years and certain other information. Each Trustee serves until his or her death, resignation or removal and replacement. The Trust’s Statement of Additional Information (“SAI”) includes additional information about the Trustees and officers. The SAI may be obtained without charge by calling 1-888-493-8631. The address for all Trustees and officers is c/o Global X Funds®, 605 3rd Avenue, 43rd Floor, New York, New York 10158. The following chart lists Trustees and Officers as of December 15, 2023.

 

Name
(Year of Birth)
Position(s)
Held
with Trust
Principal Occupation(s) During the Past
5 Years
Number of Funds in
Trust Overseen by
Trustee4
Other Directorships
Held by Trustees
Independent Trustees1,2        
Charles A. Baker
(1953)
Trustee (since 07/2018) Chief Executive Officer of Investment Innovations LLC (investment consulting) (since 2013); Managing Director of NYSE Euronext (2003 to 2012). 113 funds (109 of which were operational) Trustee of OSI ETF Trust (2016-2022).
Susan M. Ciccarone
(1973)
Trustee (since 09/2019) Partner, Further Global Capital Management (private equity) (since 2017); formerly Chief Operating Officer (2014-2016) and Chief Financial Officer (2012-2016), Emerging Global Advisors, LLC (ETF issuer). 113 funds (109 of which were operational) Director of E78 Partners (since 2022); Director of ProSight Global, Inc. (since 2021); Director of Casa Holdco LP, parent of Celink (since 2018); Chairman, Payment Alliance International, Inc. (2019-2021).
Clifford J. Weber
(1963)
Trustee (since 07/2018) Owner, Financial Products Consulting Group LLC (consulting services to financial institutions) (since 2015); Formerly, Executive Vice President of Global Index and Exchange-Traded Products, NYSE Market, Inc., a subsidiary of Intercontinental Exchange (ETF/ETP listing exchange) (2013-2015). 113 funds (109 of which were operational) Chairman and Trustee of Clayton Street Trust (since 2016); Chairman and Trustee of Janus Detroit Street Trust (since 2016); Trustee of Clough Global Equity Fund (since 2017); Trustee of Clough Global Dividend and Income Fund (since 2017); Trustee of Clough Global Opportunities Fund (since 2017); Chairman (2017-2023) and Trustee (2015- 2023) of Clough Funds Trust; and Chairman and Trustee of Elevation ETF Trust (2016-2018).

 

65

 

 

 

Trustees and Officers of the Trust (unaudited)

 

 

Name
(Year of Birth)
Position(s)
Held
with Trust
Principal Occupation(s) During the Past
5 Years
Number of Funds in
Trust Overseen by
Trustee
Other Directorships
Held by Trustees
Interested Trustee/Officers1,2  
Thomas Park
(1978)
President (since 11/2023) Chief Executive Officer, GXMC (since 11/2023); Co-Chief Executive Officer Mirae Asset Global Investments (USA) (since 12/2022); President of Mirae Asset Global Investments (USA) (1/2020- 12/2022); and Executive Managing Director of Mirae Asset Global Investments (USA) (2011- 2022). N/A N/A
Alex Ashby
(1986)
Chief Operating Officer (since 11/2023) Head of Product Development, GXMC (since 2019); Vice President, Director of Product Development (2015 - 2018). N/A N/A
Susan Lively
(1981)
Secretary (since 09/2020) General Counsel, GXMC (since 9/2020); Senior Corporate Counsel at Franklin Templeton (previously, Managing Director and Associate General Counsel at Legg Mason & Co., LLC) (2014-2020). N/A N/A
Eric Griffith3
(1969)
Assistant Secretary (since 02/2020) Counsel, SEI Investments (since 10/2019); Vice President and Assistant General Counsel, JPMorgan Chase & Co. (2012-2018). N/A N/A
Joe Costello
(1974)
Chief Compliance Officer (since 09/2016) Chief Compliance Officer, GXMC (since 09/2016). N/A N/A
Ronnie Riven
(1984)
Chief Financial Officer (since 11/2023); Treasurer and Principal Accounting Officer (since 12/2020) Head of Finance  & Business Management, GXMC (since 01/2022); Treasurer, GXMC (since 02/2022); Director of Finance, GXMC (08/2018- 12/2021); Director of Accounting and Finance at Barclays Center (2016-2018). N/A N/A
Eric Olsen3
(1970)
Assistant Treasurer (since 05/2021) Director of Accounting, SEI Investment Manager Services (March 2021 to present); Deputy Head of Fund Operations, Traditional Assets, Aberdeen Standard Investments (2013-2021). N/A N/A
   
1 Each Trustee serves until his or her successor is duly elected or appointed and qualified.
2 Luis Berruga served as an Interested Trustee of the Trust until December 15, 2023, and as President of the Trust until November 21, 2023. John Belanger served as Chief Operating Officer of the Trust and as Chief Financial Officer of the Trust until November 28, 2023.
3 These officers of the Trust also serve as officers of one or more funds for which SEI Investments Company or an affiliate acts as investment manager, administrator or distributor.
4 As of November 30, 2023.

 

66

 

 

 

Notice to Shareholders (unaudited)

 

 

For shareholders that do not have a November 30, 2023 tax year end, this notice is for informational purposes only. For shareholders with a November 30, 2023 tax year end, please consult your tax advisor as to the pertinence of this notice. For the fiscal year ended November 30, 2023, the Funds have designated the following items with regard to distributions paid during the year.

 

  Long-Term
Capital Gain
Distributions
  Ordinary Income
Distributions
  Return
of
Capital
  Total
Distributions
  Qualifying
for Corporate
Dividends
Received
Deduction(1)
  Qualifying
Dividend
Income(2)
Global X Emerging Markets Bond ETF                
  0.00%   100.00%   0.00%   100.00%   0.26%   0.26%
Global X Brazil Active ETF                    
  0.00%   0.00%   0.00%   0.00%   0.00%   0.00%
Global X India Active ETF                    
  0.00%   0.00%   0.00%   0.00%   0.00%   0.00%

 

(1) Qualifying dividends represent dividends which qualify for the corporate dividends received deduction and is reflected as a percentage of ordinary income distributions (the total of short term capital gain and net investment income distributions).

 

(2) The percentage in this column represents the amount of “Qualifying Dividend Income” as created by the Jobs and Growth Relief Reconciliation Act of 2003 and is reflected as a percentage of ordinary income distributions (the total of short term capital gain and net investment income distributions). It is the intention of the Funds to designate the maximum amount permitted by law.

 

67

 

 

 

Notice to Shareholders (unaudited)

 

 

  U.S. Government
Interest(3)
  Interest Related
Dividends(4)
  Short Term
Capital Gain
Dividends(5)
  Qualifying
Business
Income(6)
  Foreign Tax
Credit
Global X Emerging Markets Bond ETF                
  3.80%   7.82%   0.00%   0.00%   0.00%
Global X Brazil Active ETF                
  0.00%   0.00%   0.00%   0.00%   0.00%
Global X India Active ETF                
  0.00%   0.00%   0.00%   0.00%   0.00%

 

(3) “U.S. Government Interest” represents the amount of interest that was derived from U.S. Government obligations and distributed during the fiscal year. Generally, interest from direct U.S. Government obligations is exempt from state income tax. However, for shareholders who are residents of California, Connecticut and New York, the statutory threshold requirements were not satisfied to permit exemption of these amounts from state income.

 

(4) The percentage in this column represents the amount of “Qualifying Interest Income” as created by the American Jobs Creation Act of 2004 and is a percentage of net investment income that is exempt from U.S. withholding tax when paid for foreign investors.

 

(5) The percentage of this column represents the amount of “Short Term Capital Gain Dividend” and is reflected as a percentage of short term capital gain distribution that is exempted from U.S. withholding tax when paid to foreign investors.

 

(6) The percentage of this column represents that amount of ordinary dividend income that qualified for 20% Business Income Deduction.

 

The information reported herein may differ from the information and distributions taxable to the shareholders for the calendar year ending December 31, 2023. Complete information will be computed and reported in conjunction with your 2023 Form 1099-DIV

 

68

 

 

 

Notes

 

 

69

 

 

 

Notes

 

 

70

 

 

 

Notes

 

 

71

 

 

 

Notes

 

 

72

 

 

 

605 Third Avenue, 43rd Floor
New York, NY 10158
1-888-493-8631
www.globalxetfs.com

 

Investment Adviser and Administrator:

Global X Management Company LLC
605 3rd Avenue, 43rd Floor
New York, NY 10158

 

Sub-Adviser - Global X Emerging Markets Bond ETF:
Mirae Asset Global Investments (USA) LLC
1212 Avenue of the Americas, 10th Floor
New York, NY 10036

 

Distributor:
SEI Investments Distribution Co.
One Freedom Valley Drive
Oaks, PA 19456

 

Sub-Administrator:
SEI Investments Global Funds Services
One Freedom Valley Drive
Oaks, PA 19456

 

Counsel for Global X Funds and the Independent Trustees:
Stradley Ronon Stevens & Young, LLP
2000 K Street, N.W.
Suite 700
Washington, DC 20006

 

Custodian and Transfer Agent:
The Bank of New York Mellon
240 Greenwich Street
New York, NY 10286

 

Independent Registered Public Accounting Firm:
PricewaterhouseCoopers LLP
Two Commerce Square
Suite 1800
2001 Market Street
Philadelphia, PA 19103

 

This information must be preceded or accompanied by a current prospectus for the Funds described.

 

GLX-AR-009-0400

 

(b) Not applicable.

 

Item 2. Code of Ethics.

 

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, controller or principal accounting officer, and any person who performs a similar function.

 

Item 3. Audit Committee Financial Expert.

 

(a)(1) The registrant’s board of trustees has determined that the registrant has at least one audit committee financial expert serving on the audit committee.

 

(a)(2) The audit committee financial experts are Charles A. Baker and Susan M. Ciccarone and each is independent as defined in Form N-CSR Item 3(a)(2).

 

Item 4. Principal Accountant Fees and Services.

 

Fees billed by PricewaterhouseCoopers LLP (“PwC”) relate to the registrant.

 

PwC billed the registrant aggregate fees for services rendered to the registrant for the last two fiscal years as follows:

 

  2023 2022
    All fees and
services to
the Trust
that were
pre-
approved
All fees and
services to
service
affiliates
that were
pre-
approved
All other
fees and
services to
service
affiliates
that did not
require pre-
approval
All fees and
services to
the Trust
that were
pre-
approved
All fees and
services to
service
affiliates
that were
pre-
approved
All other
fees and
services to
service
affiliates
that did not
require pre-
approval
(a)

Audit Fees

$1,235,693 $0 $0 $1,148,958 $0 $0
(b)

Audit-Related Fees

$0 $0 $0 $0 $0 $0
(c)

Tax Fees(1)

$392,972 $0 $0 $406,447 $0 $0
(d)

All Other Fees

$0 $0 $0 $0 $0 $0

 

Notes:

 

(1)Tax Compliance and excise distribution services.

 

(e) (1) Not applicable.

 

(e)(2) Percentage of fees billed applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows (PwC):

 

  2023 2022

Audit-Related Fees

0% 0%
Tax Fees 0% 0%

All Other Fees

0% 0%

(f) Not applicable.

 

(g) The aggregate non-audit fees and services billed by PwC for the last two fiscal years were $392,972 and $406,447, respectively.

 

(h) During the past fiscal year, all non-audit services provided by registrant’s principal accountant to either registrant’s investment adviser or to any entity controlling, controlled by, or under common control with registrant’s investment adviser that provides ongoing services to registrant were pre-approved by the audit committee of registrant’s Board of Trustees.  Included in the audit committee’s pre-approval was the review and consideration as to whether the provision of these non-audit services is compatible with maintaining the principal accountant’s independence. 

 

(i) Not applicable.

 

(j) Not applicable.

 

Item 5. Audit Committee of Listed Registrants.

The registrant has a separately-designated standing Audit Committee, which is composed of the registrant's Independent Trustees, Charles A. Baker, Susan M. Ciccarone and Clifford J. Weber.

 

Item 6. Investments.

 

Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this form.

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

Not applicable to open-end management investment companies.

 

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

 

Not applicable to open-end management investment companies.

 

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

Not applicable to open-end management investment companies.

 

Item 10. Submission of Matters to a Vote of Security Holders.

 

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of directors.

 

Item 11. Controls and Procedures.

 

(a) The certifying officers, whose certifications are included herewith, have evaluated the registrant’s disclosure controls and procedures within 90 days of the filing date of this report. In their opinion, based on their evaluation, the registrant’s disclosure controls and procedures are adequately designed, and are operating effectively to ensure, that information required to be disclosed by the registrant in the reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

 

(b) There were no significant changes in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

 

Not applicable to open-end management investment companies.

 

Item 18. Recovery of Erroneously Awarded Compensation.

 

(a) Not applicable.

 

(b) Not applicable.

 

Item 19. Exhibits.

 

(a)(1) Code of Ethics attached hereto.

 

(a)(2) Not applicable.

 

(a)(3) A separate certification for the principal executive officer and the principal financial officer of the registrant as required by Rule 30a-2(a) under the Investment Company Act of 1940, as amended (17 CFR § 270.30a-2(a)), are filed herewith.

 

(b) Officer certifications as required by Rule 30a-2(b) under the Investment Company Act of 1940, as amended (17 CFR § 270.30a-2(b)) also accompany this filing as exhibits.

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant)   Global X Funds  
       
By (Signature and Title)   /s/ Thomas Park  
    Thomas Park  
    President  

 

Date: February 8, 2024

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By (Signature and Title)   /s/ Thomas Park  
    Thomas Park  
    President  

 

Date: February 8, 2024

 

By (Signature and Title)   /s/ Ronnie Riven  
    Ronnie Riven  
    Chief Financial Officer  

 

Date: February 8, 2024

 

EX - 99. CODE ETH

 

SARBANES-OXLEY CODE OF ETHICS

 

I. Introduction.

 

This Code of Ethics (the “Code”) has been adopted by the Board of Trustees of the Global X Funds (the “Company”). It has been designed to comply with Section 406 of the Sarbanes-Oxley Act. The Trust requires its Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer or other Trust officers performing similar functions (the “Principal Officers”), to maintain the highest ethical and legal standards while performing their duties and responsibilities to the Trust and each of its series (each a “Fund,” collectively the “Funds”), with particular emphasis on those duties that relate to the preparation and reporting of the financial information of the Funds. The following principles and responsibilities shall govern the professional conduct of the Principal Officers:

 

A. Honest and Ethical Conduct

 

The Principal Officers shall act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships, and shall report any material transaction or relationship that reasonably could be expected to give rise to such conflict between their interests and those of a Fund to the Audit Committee, the full Board of Trustees of the Trust, and, in addition, to any other appropriate person or entity that may reasonably be expected to deal with any conflict of interest in timely and expeditious manner.

 

The Principal Officers shall act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing their independent judgment to be subordinated or compromised.

 

B. Financial Records and Reporting

 

The Principal Officers shall provide full, fair, accurate, timely and understandable disclosure in the reports and/or other documents to be filed with or submitted to the SEC or other applicable body by a Fund, or that is otherwise publicly disclosed or communicated. The Principal Officers shall comply with applicable rules and regulations of federal, state, and local governments, and other appropriate private and public regulatory agencies.

 

The Principal Officers shall respect the confidentiality of information acquired in the course of their work and shall not disclose such information except when authorized or legally obligated to disclose. The Principal Officers will not use confidential information acquired in the course of their duties as Principal Officers.

 

The Principal Officers shall share knowledge and maintain skills important and relevant to the Trust’s needs; shall proactively promote ethical behavior of the Trust’s employees and as a partner with industry peers and associates; and shall maintain control over and responsibly manage assets and resources employed or entrusted to them by the Trust.

1

C. Compliance with Laws, Rules and Regulations

 

The Principal Officers shall establish and maintain mechanisms to oversee the compliance of the Funds with applicable federal, state or local law, regulation or administrative rule, and to identify, report and correct in a swift and certain manner, any detected deviations from applicable federal, state or local law, regulation or rule.

 

D. Compliance With this Code of Ethics

 

The Principal Officers shall promptly report any violations of this Code of Ethics to the Audit Committee as well as the full Board of Trustees of the Trust and shall be held accountable for strict adherence to this Code of Ethics. A proven failure to uphold the standards stated herein shall be grounds for such sanctions as shall be reasonably imposed by the Board of Trustees of the Trust.

 

E. Amendment and Waiver

 

This Code of Ethics may only be amended or modified by approval of the Board of Trustees. Any substantive amendment that is not technical or administrative in nature or any material waiver, implicit or otherwise, of any provision of this Code of Ethics, shall be communicated publicly in accordance with Item 2 of Form N-CSR under the Investment Company Act of 1940.

2

EX-99 CERT

 

CERTIFICATION

Pursuant to Rule 30a-2(a) under the Investment Company Act of 1940

and Section 302 of the Sarbanes-Oxley Act of 2002

 

I, Thomas Park, certify that:

 

1. I have reviewed this report on Form N-CSR of the Global X Funds (the “Registrant”);  
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information, included in this report fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the Registrant as of, and for, the periods presented in this report;
   
4. The Registrant’s other certifying officer(s), if any, and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the Registrant and have:
   
  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  (c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and
     
  (d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
     
5. The Registrant’s other certifying officer(s) and I have disclosed to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
   
  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize, and report financial information; and
     
  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
     
Date: February 8, 2024  
   
/s/ Thomas Park  
Thomas Park  
President  
 

CERTIFICATION

Pursuant to Rule 30a-2(a) under the Investment Company Act of 1940

and Section 302 of the Sarbanes-Oxley Act of 2002

 

I, Ronnie Riven, certify that:

 

1. I have reviewed this report on Form N-CSR of the Global X Funds (the “Registrant”);  
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information, included in this report fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the Registrant as of, and for, the periods presented in this report;
   
4. The Registrant’s other certifying officer(s), if any, and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the Registrant and have:
   
  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  (c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and
     
  (d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
     
5. The Registrant’s other certifying officer(s) and I have disclosed to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
   
  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize, and report financial information; and
     
  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
     
Date: February 8, 2024  
   
/s/ Ronnie Riven  
Ronnie Riven  
Chief Financial Officer  
 

EX-99 906 CERT

 

CERTIFICATION

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906

of the Sarbanes-Oxley Act of 2002

 

The undersigned, Thomas Park, the President of the Global X Funds (the “Fund”), with respect to the Fund’s Form N-CSR for the period ended November 30, 2023, as filed with the Securities and Exchange Commission, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

 

  1. such Form N-CSR fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
     
  2. the information contained in such Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Fund.
     
Dated: February 8, 2024    
     
  /s/ Thomas Park  
  Thomas Park  
  President  
 

CERTIFICATION

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906

of the Sarbanes-Oxley Act of 2002

 

The undersigned, Ronnie Riven, the Chief Financial Officer of the Global X Funds (the “Fund”), with respect to the Fund’s Form N-CSR for the period ended November 30, 2023, as filed with the Securities and Exchange Commission, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

 

  1. such Form N-CSR fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
     
  2. the information contained in such Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Fund.
     
Dated: February 8, 2024    
     
  /s/ Ronnie Riven  
  Ronnie Riven  
  Chief Financial Officer