Statement
of Additional Information
Dated November
24, 2009
This
Statement of Additional Information (“Additional Statement”) is not a
prospectus. It should be read in conjunction with the current Prospectus
(“Prospectus”) for the following Funds (“Funds”) of Global X Funds (“Trust”) as
such Prospectus may be revised or supplemented from time to time:
Global X
China Consumer ETF
Global X
China Energy ETF
Global X
China Financials ETF
Global X
China Industrials ETF
Global X
China Materials ETF
Global X
China Technology ETF
Global X
FTSE Denmark 30 ETF
Global X
FTSE Finland 30 ETF
Global X
FTSE Norway 30 ETF
Global X
FTSE Poland 30 ETF
Global X
FTSE United Arab Emirates 20 ETF
Global X
Emerging Africa NR-40 ETF
Global X
Pakistan KSE-30 ETF
The
Prospectuses for the various Funds are dated November 24, 2009.
Capitalized terms used herein that are not defined have the same meaning as in
the Prospectus, unless otherwise noted. A copy of the Prospectus may be obtained
without charge by writing to SEI Investments Global Fund Services, Freedom
Valley Drive Oaks, PA 19456, calling 1-888-GXFund-1 (1-888-493-8631) or visiting
www.globalxfunds.com.
GENERAL
DESCRIPTION OF THE TRUST AND its FUNDs
|
1
|
ADDITIONAL
INVESTMENT INFORMATION
|
2
|
EXCHANGE
LISTING AND TRADING
|
2
|
INVESTMENT
OBJECTIVE, STRATEGIES AND RISKS
|
2
|
INFORMATION
CONCERNING THE INDEXES AND THE INDEX PROVIDER
|
13
|
INVESTMENT
RESTRICTIONS
|
15
|
CONTINUOUS
OFFERING
|
16
|
PORTFOLIO
HOLDINGS
|
17
|
MANAGEMENT
OF THE TRUST
|
18
|
STANDING
BOARD COMMITTEES
|
20
|
TRUSTEE
OWNERSHIP OF FUND SHARES
|
20
|
TRUSTEE
COMPENSATION
|
20
|
CODE
OF ETHICS
|
20
|
INVESTMENT
ADVISER
|
21
|
PORTFOLIO
MANAGERS
|
22
|
PROXY
VOTING
|
22
|
SUB-ADMINISTRATOR
|
23
|
DISTRIBUTOR
|
23
|
DESCRIPTION
OF SHARES
|
23
|
BOOK-ENTRY
ONLY SYSTEM
|
26
|
PURCHASE
AND REDEMPTION OF CREATION UNITS
|
27
|
CREATION
UNIT AGGREGATIONS
|
27
|
PURCHASE
AND ISSUANCE OF CREATION UNIT AGGREGATIONS
|
27
|
General
|
27
|
Portfolio
Deposit
|
27
|
Role
of the Authorized Participant
|
28
|
Purchase
Order
|
29
|
Timing
of Submission of Purchase Orders
|
29
|
Acceptance
of Purchase Order
|
29
|
Issuance
of a Creation Unit
|
30
|
Cash
Purchase Method
|
30
|
Purchase
Transaction Fee
|
30
|
REDEMPTION
OF CREATION UNITS
|
31
|
TAXES
|
34
|
FEDERAL
- GENERAL INFORMATION
|
34
|
BACK-UP
WITHHOLDING
|
36
|
SECTIONS
351 AND 362
|
36
|
QUALIFIED
DIVIDEND INCOME
|
36
|
CORPORATE
DIVIDENDS RECEIVED DEDUCTION
|
37
|
NET
CAPITAL LOSS CARRYFORWARDS
|
37
|
EXCESS
INCLUSION INCOME
|
37
|
TAXATION
OF INCOME FROM CERTAIN FINANCIAL INSTRUMENTS AND PFICS
|
37
|
SALES
OF SHARES
|
37
|
OTHER
TAXES
|
38
|
TAXATION
OF NON-U.S. SHAREHOLDERS
|
38
|
REPORTING
|
38
|
NET
ASSET VALUE
|
39
|
DIVIDENDS
AND DISTRIBUTIONS
|
39
|
GENERAL
POLICIES
|
39
|
DIVIDEND
REINVESTMENT SERVICE
|
39
|
OTHER
INFORMATION
|
40
|
COUNSEL
|
40
|
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
|
40
|
ADDITIONAL
INFORMATION
|
40
|
APPENDIX
A
|
A-1
|
APPENDIX
B
|
B-1
|
GENERAL
DESCRIPTION OF THE TRUST AND ITS FUNDS
The Trust
currently consists of nineteen investment portfolios. The Trust was formed as a
Delaware Statutory Trust on March 6, 2008 and is authorized to have multiple
series or portfolios. The Trust is an open-end management investment company,
registered under the Investment Company Act of 1940, as amended (“1940 Act”).
The offering of the Trust’s shares is registered under the Securities Act of
1933, as amended (“Securities Act”). This Statement of Additional Information
relates to the following Funds:
Global X
China Consumer ETF
Global X
China Energy ETF
Global X
China Financials ETF
Global X
China Industrials ETF
Global X
China Materials ETF
Global X
China Technology ETF
Global X
FTSE Denmark 30 ETF
Global X
FTSE Finland 30 ETF
Global X
FTSE Norway 30 ETF
Global X
FTSE Poland 30 ETF
Global X
FTSE United Arab Emirates 20 ETF
Global X
Emerging Africa NR-40 ETF
Global X
Pakistan KSE-30 ETF
The
investment objective of each Fund is to provide investment results that
correspond generally to the price and yield performance, before fees and
expenses, of a specified benchmark index (“Underlying Index”). Each Fund is
managed by Global X Management Company LLC (“Adviser”).
The Funds
offer and issue shares at its net asset value per share (“NAV”) only in
aggregations of a specified number of shares (each, a “Creation Unit” or a
“Creation Unit Aggregation”), generally in exchange for a basket of equity
securities included in its Underlying Index (“Deposit Securities”), together
with the deposit of a specified cash payment (“Cash Component”). The shares of
the Funds are, or will be, listed and expected to be traded on the NYSE Arca
(“Exchange”).
Shares
trade in the secondary market and elsewhere at market prices that may be at,
above or below NAV. Shares are redeemable only in Creation Unit Aggregations
and, generally, in exchange for portfolio securities and a Cash Component.
Creation Units typically are a specified number of shares. The number of shares
per Creation Unit of each Fund are as follows:
Fund
|
Number of Shares per Creation
Unit
|
Global
X China Consumer ETF
|
50,000
|
Global
X China Energy ETF
|
50,000
|
Global
X China Financials ETF
|
50,000
|
Global
X China Industrials ETF
|
50,000
|
Global
X China Materials ETF
|
50,000
|
Global
X China Technology ETF
|
50,000
|
Global
X FTSE Denmark 30 ETF
|
50,000
|
Global
X FTSE Finland 30 ETF
|
50,000
|
Global
X FTSE Norway 30 ETF
|
50,000
|
Global
X FTSE Poland 30 ETF
|
50,000
|
Global
X FTSE United Arab Emirates 20 ETF
|
50,000
|
Global
X Emerging Africa NR-40 ETF
|
50,000
|
Global
X Pakistan KSE-30 ETF
|
50,000
|
The Trust
reserves the right to offer a “cash” option for creations and redemptions of
shares. Shares may be issued in advance of receipt of Deposit
Securities subject to various conditions including a requirement to maintain on
deposit with the Trust cash at least equal to 110% of the market value of the
missing Deposit Securities. The required amount of deposit may be changed by the
Adviser from time to time. See the Purchase and Redemption of Creation Units
section of this Statement of Additional Information for further discussion. In
each instance of such cash creations or redemptions, transaction fees may be
imposed that will be in addition to the transaction fees associated with in-kind
creations or redemptions. In all cases, such conditions and fees will be limited
in accordance with the requirements of the Securities and Exchange Commission
(“SEC”) applicable to management investment companies offering redeemable
securities.
ADDITIONAL
INVESTMENT INFORMATION
EXCHANGE
LISTING AND TRADING
A
discussion of exchange listing and trading matters associated with an investment
in each Fund is contained in the Prospectus. The discussion below supplements,
and should be read in conjunction with, that section of the
Prospectus.
Shares of
each Fund are listed for trading on the Exchange and trade throughout the day on
the Exchange and other secondary markets. There can be no assurance that the
requirements of the Exchange necessary to maintain the listing of shares of any
Fund will continue to be met. The Exchange may, but is not required to, remove
the shares of a Fund from its listing if (1) following the initial twelve-month
period beginning upon the commencement of trading of a Fund, there are fewer
than fifty (50) record and/or beneficial holders of the Fund for thirty (30) or
more consecutive trading days, (2) the value of the Underlying Index on which
the Fund is based is no longer calculated or available, (3) the “indicative
optimized portfolio value” (“IOPV”) of a Fund is no longer calculated or
available, or (4) any other event shall occur or condition exist that, in the
opinion of the Exchange, makes further dealings on the Exchange inadvisable. The
Exchange will remove the shares of a Fund from listing and trading upon
termination of the Fund.
As in the
case of other publicly-traded securities, brokers’ commissions on transactions
will be based on negotiated commission rates at customary levels.
In order
to provide additional information regarding the indicative value of shares of
each Fund, the Exchange disseminates every fifteen seconds, through the
facilities of the Consolidated Tape Association, an updated IOPV for each Fund
as calculated by an information provider or a market data vendor. The Trust is
not involved in or responsible for any aspect of the calculation or
dissemination of the IOPVs, and makes no representation or warranty as to the
accuracy of the IOPVs.
An IOPV
has an equity securities value component and a cash component. The equity
securities values included in an IOPV are the values of the Deposit Securities
for the applicable Fund. While the IOPV reflects the current market value of the
Deposit Securities required to be deposited in connection with the purchase of a
Creation Unit Aggregation, it does not necessarily reflect the precise
composition of the current portfolio of securities held by the applicable Fund
at a particular point in time because the current portfolio of the Fund may
include securities that are not a part of the Deposit Securities. Therefore, a
Fund’s IOPV disseminated during the Exchange trading hours should not be viewed
as a real time update of the Fund’s NAV, which is calculated only once a
day.
In
addition to the equity component described in the preceding paragraph, the IOPV
for each Fund includes a cash component consisting of estimated accrued
dividends and other income, less expenses. If applicable, each IOPV also
reflects changes in currency exchange rates between the U.S. Dollar and the
applicable foreign currency.
The Trust
reserves the right to adjust the share prices of Funds in the future to maintain
convenient trading ranges for investors. Any adjustments would be accomplished
through stock splits or reverse stock splits, which would have no effect on the
net assets of the applicable Fund.
INVESTMENT
OBJECTIVE, STRATEGIES AND RISKS
Each Fund
seeks to achieve its objective by investing primarily in securities issued by
companies that comprise the relevant Underlying Index and through transactions
that provide substantially similar exposure to securities in the Underlying
Index. Each Fund operates as an index fund and will not be actively managed.
Adverse performance of a security in a Fund’s portfolio will ordinarily not
result in the elimination of the security from the Fund’s portfolio. The Fund
will normally invest at least 80% of its total assets in the securities of its
Underlying Index and in American Depositary Receipts (“ADRs”), Global Depositary
Receipts (“GDRs”) and Euro Depositary Receipts (“EDRs”) (collectively
“Depositary Receipts”) based on the securities in its Underlying Index. Each
Fund may also invest up to 20% of its assets in certain futures, options and
swap contracts, cash and cash equivalents, as well as in stocks not included in
its Underlying Index but which the Adviser believes will help the Fund track its
Underlying Index.
The Funds
will use a replication strategy. A replication strategy is an
indexing strategy that involves investing in the securities of the Underlying
Index in approximately the same proportions as in the Underlying
Index. However, the Funds may utilize a representative sampling
strategy with respect to its Underlying Index when a replication strategy might
be detrimental to its shareholders, such as when there are practical
difficulties or substantial costs involved in compiling a portfolio of equity
securities to follow its Underlying Index, in certain instances, when a
securities in the Underlying Index become temporarily illiquid, unavailable or
less liquid, or due to legal restrictions (such as diversification requirements
that apply to the Funds but not the Underlying Indexes). This is
particularly important given the limited liquidity and diversification in the
emerging and frontier markets represented by these Funds.
Each Fund
has adopted a non-fundamental investment policy in accordance with Rule 35d-1
under the 1940 Act to invest, under normal circumstances, at least 80% of the
value of its net assets, plus the amount of any borrowings for investment
purposes, in securities of the Fund’s Underlying Index and in Depositary
Receipts based on securities in the Underlying Index. Each Fund has also adopted
a policy to provide its shareholders with at least 60 days’ prior written notice
of any change in such policy. If, subsequent to an investment, the 80%
requirement is no longer met, a Fund’s future investments will be made in a
manner that will bring the Fund into compliance with this policy.
The
following supplements the information contained in the Prospectus concerning the
investment objectives and policies of the Funds.
DEPOSITARY RECEIPTS.
Each Fund
will normally invest at least 80% of its total assets in the securities of its
Underlying Index and in Depositary Receipts based on the securities in its
Underlying Index. ADRs are receipts that are traded in the United States
evidencing ownership of the underlying foreign securities and are denominated in
U.S. dollars. EDRs and GDRs are receipts issued by a non-U.S. financial
institution evidencing ownership of underlying foreign or U.S. securities and
usually are denominated in foreign currencies. EDRs and GDRs may not be
denominated in the same currency as the securities they represent. Generally,
EDRs and GDRs are designed for use in the foreign securities
markets.
To the
extent a Fund invests in ADRs, such ADRs will be listed on a national securities
exchange. To the extent a Fund invests in GDRs or EDRs, such GDRs and EDRs will
be listed on a foreign exchange. A Fund will not invest in any unlisted
Depositary Receipt or any Depository Receipt for which pricing information is
not readily available. Generally, all depositary receipts must be sponsored. The
Fund, however, may invest in unsponsored depositary receipts under certain
limited circumstances. A non-sponsored depository may not provide the same
shareholder information that a sponsored depository is required to provide under
its contractual arrangement with the issuer. Therefore, there may be less
information available regarding such issuers and there may not be a correlation
between such information and the market value of the depositary
receipts.
NON-DIVERSIFICATION RISK.
Non-diversification risk is the risk that a non-diversified fund may be
more susceptible to adverse financial, economic or other developments affecting
any single issuer, and more susceptible to greater losses because of these
developments. Each Fund is classified as “non-diversified” for purposes of the
1940 Act. A “non-diversified” classification means that the Fund is not limited
by the 1940 Act with regard to the percentage of its assets that may be invested
in the securities of a single issuer. The securities of a particular issuer may
dominate the Underlying Index of such a Fund and, consequently, the Fund’s
investment portfolio. Each Fund may also concentrate its investments in a
particular industry or group of industries, as noted in the description of the
Fund. The securities of issuers in particular industries may dominate the
Underlying Index of such a Fund and, consequently, the Fund’s investment
portfolio. This may adversely affect its performance or subject the Fund’s
shares to greater price volatility than that experienced by less concentrated
investment companies. Additionally, each Fund invests substantially all of its
assets within the equity markets of a single country outside the
U.S.
Each Fund
intends to maintain the required level of diversification and otherwise conduct
its operations so as to qualify as a “regulated investment company” for purposes
of the Internal Revenue Code (the “IRC”), and to relieve the Fund of any
liability for federal income tax to the extent that its earnings are distributed
to shareholders. Compliance with the diversification requirements of the IRC may
limit the investment flexibility of certain Funds and may make it less likely
that such Funds will meet their investment objectives.
SHORT-TERM INSTRUMENTS AND TEMPORARY
INVESTMENTS
. To the extent consistent with its investment policies, each
Fund may invest in short-term instruments, including money market instruments,
on an ongoing basis to provide liquidity or for other reasons. Money market
instruments are generally short-term investments that may include but are not
limited to: (i) shares of money market funds; (ii) obligations issued or
guaranteed by the U.S. government, its agencies or instrumentalities (including
government-sponsored enterprises); (iii) negotiable certificates of deposit
(“CDs”), bankers’ acceptances, fixed time deposits, bank notes and other
obligations of U.S. and foreign banks (including foreign branches) and similar
institutions; (iv) commercial paper rated at the date of purchase “Prime-1” by
Moody’s Investors Service, Inc. (“Moody’s”), “A-1” by Standard & Poor’s
Rating Service (“S&P”) or, if unrated, of comparable quality as determined
by the Adviser; (v) non-convertible corporate debt securities (
e.g.
, bonds and debentures)
with remaining maturities at the date of purchase of not more than 397 days and
that satisfy the rating requirements set forth in Rule 2a-7 under the 1940 Act;
(vi) repurchase agreements; and (vii) short-term U.S. dollar-denominated
obligations of foreign banks (including U.S. branches) that, in the opinion of
the Adviser, are of comparable quality to obligations of U.S. banks which may be
purchased by a Fund. Any of these instruments may be purchased on a current or a
forward-settled basis.
Time
deposits are non-negotiable deposits maintained in banking institutions for
specified periods of time at stated interest rates. Bankers’ acceptances are
time drafts drawn on commercial banks by borrowers, usually in connection with
international transactions. Commercial paper represents short-term unsecured
promissory notes issued in bearer form by banks or bank holding companies,
corporations and finance companies. Certificates of deposit are negotiable
certificates issued against funds deposited in a commercial bank for a definite
period of time and earning a specified return. Bankers’ acceptances are
negotiable drafts or bills of exchange, normally drawn by an importer or
exporter to pay for specific merchandise, which are “accepted” by a bank,
meaning, in effect, that the bank unconditionally agrees to pay the face value
of the instrument on maturity. Fixed time deposits are bank obligations payable
at a stated maturity date and bearing interest at a fixed rate. Fixed time
deposits may be withdrawn on demand by the investor, but may be subject to early
withdrawal penalties that vary depending upon market conditions and the
remaining maturity of the obligation. There are no contractual restrictions on
the right to transfer a beneficial interest in a fixed time deposit to a third
party. Bank notes generally rank junior to deposit liabilities of banks and pari
passu with other senior, unsecured obligations of the bank. Bank notes are
classified as “other borrowings” on a bank’s balance sheet, while deposit notes
and certificates of deposit are classified as deposits. Bank notes are not
insured by the FDIC or any other insurer. Congress has temporarily
increased FDIC deposit insurance on deposit notes from $100,000 to $250,000 per
depositor through December 31, 2009.
Each Fund
may invest a portion of its assets in the obligations of foreign banks and
foreign branches of domestic banks. Such obligations include Eurodollar
Certificates of Deposit (“ECDs”), which are U.S. dollar-denominated certificates
of deposit issued by offices of foreign and domestic banks located outside the
United States; Eurodollar Time Deposits (“ETDs”), which are U.S.
dollar-denominated deposits in a foreign branch of a U.S. bank or a foreign
bank; Canadian Time Deposits (“CTDs”), which are essentially the same as ETDs
except they are issued by Canadian offices of major Canadian banks; Schedule Bs,
which are obligations issued by Canadian branches of foreign or domestic banks;
Yankee Certificates of Deposit (“Yankee CDs”), which are U.S. dollar-denominated
certificates of deposit issued by a U.S. branch of a foreign bank and held in
the United States; and Yankee Bankers’ Acceptances (“Yankee BAs”), which are
U.S. dollar-denominated bankers’ acceptances issued by a U.S. branch of a
foreign bank and held in the United States.
Commercial
paper purchased by the Funds may include asset-backed commercial paper.
Asset-backed commercial paper is issued by a special purpose entity that is
organized to issue the commercial paper and to purchase trade receivables or
other financial assets. The credit quality of asset-backed commercial paper
depends primarily on the quality of these assets and the level of any additional
credit support.
EQUITY SWAPS, TOTAL RATE OF RETURN
SWAPS AND CURRENCY SWAPS.
Each Fund may invest up to 20% of its total
assets in swap contracts.
A Fund
may enter into equity swap contracts to invest in a market without owning or
taking physical custody of securities in circumstances in which direct
investment is restricted for legal reasons or is otherwise impracticable. These
instruments are privately negotiated over-the-counter derivative products. A
great deal of flexibility is possible in the way these instruments are
structured. The counterparty to an equity swap contract will typically be a
bank, investment banking firm or broker/dealer. Equity swap contracts may be
structured in different ways. For example, a counterparty may agree to pay a
Fund the amount, if any, by which the notional amount of the equity swap
contract would have increased in value had it been invested in particular stocks
(or an index of stocks), plus the dividends that would have been received on
those stocks. In these cases, the Fund may agree to pay to the counterparty the
amount, if any, by which that notional amount would have decreased in value had
it been invested in the stocks. Therefore, the return to the Fund on any equity
swap contract should be the gain or loss on the notional amount plus dividends
on the stocks less the interest paid by the Fund on the notional amount. In
other cases, the counterparty and the Fund may each agree to pay the other the
difference between the relative investment performances that would have been
achieved if the notional amount of the equity swap contract had been invested in
different stocks (or indices of stocks).
Total
rate of return swaps are contracts that obligate a party to pay or receive
interest in exchange for the payment by the other party of the total return
generated by a security, a basket of securities, an index or an index component.
The Funds also may enter into currency swaps, which involve the exchange of the
rights of a Fund and another party to make or receive payments in specific
currencies. Currency swaps involve the exchange of rights of a Fund and another
party to make or receive payments in specific currencies.
Some
transactions are entered into on a net basis,
i.e
., the two payment streams
are netted out, with a Fund receiving or paying, as the case may be, only the
net amount of the two payments. A Fund will enter into equity swaps only on a
net basis. Payments may be made at the conclusion of an equity swap contract or
periodically during its term. Equity swaps do not involve the delivery of
securities or other underlying assets. Accordingly, the risk of loss with
respect to equity swaps is limited to the net amount of payments that such Fund
is contractually obligated to make. If the other party to an equity swap, or any
other swap entered into on a net basis, defaults, a Fund’s risk of loss consists
of the net amount of payments that such Fund is contractually entitled to
receive, if any. In contrast, other transactions may involve the payment of the
gross amount owed. For example, currency swaps usually involve the delivery of
the entire principal amount of one designated currency in exchange for the other
designated currency. Therefore, the entire principal value of a currency swap is
subject to the risk that the other party to the swap will default on its
contractual delivery obligations. To the extent that the amount payable by a
Fund under a swap is covered by segregated cash or liquid assets, the Fund and
the Adviser believe that transactions do not constitute senior securities under
the 1940 Act and, accordingly, will not treat them as being subject to a Fund’s
borrowing restrictions.
A Fund
will not enter into any swap transactions unless the unsecured commercial paper,
senior debt or claims-paying ability of the other party is rated either A, or
A-1 or better by S&P, or Fitch Ratings (“Fitch”); or A or Prime-1 or better
by Moody’s, or has received a comparable rating from another organization that
is recognized as a nationally recognized statistical rating organization
(“NRSRO”) or, if unrated by such rating organization, is determined to be of
comparable quality by the Adviser. If there is a default by the other party to
such a transaction, a Fund will have contractual remedies pursuant to the
agreements related to the transaction. Such contractual remedies, however, may
be subject to bankruptcy and insolvency laws that may affect such Fund’s rights
as a creditor (
e.g.
, a
Fund may not receive the net amount of payments that it contractually is
entitled to receive). The swap market has grown substantially in recent years
with a large number of banks and investment banking firms acting both as
principals and as agents utilizing standardized swap documentation. As a result,
the swap market has become relatively liquid in comparison with markets for
other similar instruments which are traded in the interbank market.
The use
of equity, total rate of return and currency swaps is a highly specialized
activity which involves investment techniques and risks different from those
associated with ordinary portfolio securities transactions.
FOREIGN CURRENCY TRANSACTIONS.
To the extent consistent with its investment policies, each Fund may
invest in forward foreign currency exchange contracts and foreign currency
futures contracts. No Fund, however, expects to engage in currency transactions
for speculative purposes or for the purpose of hedging against declines in the
value of a Fund’s assets that are denominated in a foreign currency. A Fund may
enter into forward foreign currency exchange contracts and foreign currency
futures contracts to facilitate local settlements or to protect against currency
exposure in connection with its distributions to shareholders.
Foreign
currency exchange contracts involve an obligation to purchase or sell a
specified currency on a future date at a price set at the time of the contract.
Forward currency contracts do not eliminate fluctuations in the values of
portfolio securities but rather allow a Fund to establish a rate of exchange for
a future point in time. Foreign currency futures contracts involve an obligation
to deliver or acquire the specified amount of a specific currency, at a
specified price and at a specified future time. Such futures contracts may be
settled on a net cash payment basis rather than by the sale and delivery of the
underlying currency. A Fund may incur costs in connection with forward foreign
currency exchange and futures contracts and conversions of foreign currencies
and U.S. dollars.
Liquid
assets equal to the amount of a Fund’s assets that could be required to
consummate forward contracts will be segregated except to the extent the
contracts are otherwise “covered.” The segregated assets will be valued at
market or fair value. If the market or fair value of such assets declines,
additional liquid assets will be segregated daily so that the value of the
segregated assets will equal the amount of such commitments by the Fund. A
forward contract to sell a foreign currency is “covered” if a Fund owns the
currency (or securities denominated in the currency) underlying the contract, or
holds a forward contract (or call option) permitting the Fund to buy the same
currency at a price that is (i) no higher than the Fund’s price to sell the
currency or (ii) greater than the Fund’s price to sell the currency provided the
Fund segregates liquid assets in the amount of the difference. A forward
contract to buy a foreign currency is “covered” if a Fund holds a forward
contract (or call option) permitting the Fund to sell the same currency at a
price that is (i) as high as or higher than the Fund’s price to buy the currency
or (ii) lower than the Fund’s price to buy the currency provided the Fund
segregates liquid assets in the amount of the difference.
FOREIGN INVESTMENTS - GENERAL.
Each Fund invests predominately in foreign
securities. Investment in foreign securities involves special risks.
These include market risk, interest rate risk and the risks of investing in
securities of foreign issuers and of companies whose securities are principally
traded outside the United States on foreign exchanges or foreign
over-the-counter markets and in investments denominated in foreign currencies.
Market risk involves the possibility that stock prices will decline over short
or even extended periods. The stock markets tend to be cyclical, with periods of
generally rising prices and periods of generally declining prices. These cycles
will affect the value of a Fund to the extent that it invests in foreign stocks.
In addition, the performance of investments in securities denominated in a
foreign currency will depend on the strength of the foreign currency against the
U.S. dollar and the interest rate environment in the country issuing the
currency. Absent other events which could otherwise affect the value of a
foreign security (such as a change in the political climate or an issuer’s
credit quality), appreciation in the value of the foreign currency generally can
be expected to increase the value of a foreign currency-denominated security in
terms of U.S. dollars. A rise in foreign interest rates or decline in the value
of the foreign currency relative to the U.S. dollar generally can be expected to
depress the value of a foreign currency-denominated security.
There are
other risks and costs involved in investing in foreign securities, which are in
addition to the usual risks inherent in domestic investments. Investment in
foreign securities involves higher costs than investment in U.S. securities,
including higher transaction and custody costs as well as the imposition of
additional taxes by foreign governments. Foreign investments also involve risks
associated with the level of currency exchange rates, less complete financial
information about the issuers, less market liquidity, more market volatility and
political instability. Future political and economic developments, the possible
imposition of withholding taxes on dividend income, the possible seizure or
nationalization of foreign holdings, the possible establishment of exchange
controls, or the adoption of other governmental restrictions might adversely
affect an investment in foreign securities. Additionally, foreign banks and
foreign branches of domestic banks are subject to less stringent reserve
requirements, and to different accounting, auditing and recordkeeping
requirements. Also, the legal remedies for investors may be more limited than
the remedies available in the U.S.
Although
a Fund may invest in securities denominated in foreign currencies, its portfolio
securities and other assets are valued in U.S. dollars. Currency exchange rates
may fluctuate significantly over short periods of time causing, together with
other factors, a Fund’s NAV to fluctuate as well. Currency exchange rates can be
affected unpredictably by the intervention or the failure to intervene by U.S.
or foreign governments or central banks, or by currency controls or political
developments in the U.S. or abroad. To the extent that a Fund’s total assets,
adjusted to reflect a Fund’s net position after giving effect to currency
transactions, are denominated in the currencies of foreign countries, a Fund
will be more susceptible to the risk of adverse economic and political
developments within those countries.
A Fund
also is subject to the possible imposition of exchange control regulations or
freezes on the convertibility of currency. In addition, through the
use of forward currency exchange contracts with other instruments, any net
currency positions of the Funds may expose them to risks independent of their
securities positions.
A Fund
will be subject to foreign withholding taxes with respect to certain dividends
or interest received from sources in foreign countries. To the extent
such taxes are not offset by credits or deductions allowed to investors under
U.S. federal income tax law, they may reduce the net return to the
shareholders.
The costs
attributable to investing abroad usually are higher than investments in domestic
securities for several reasons, such as the higher cost of investment research,
higher costs of custody of foreign securities, higher commissions paid on
comparable transactions on foreign markets and additional costs arising from
delays in settlements of transactions involving foreign securities.
FOREIGN INVESTMENTS – EMERGING
MARKETS.
Countries with emerging markets are generally located in the
Asia and Pacific regions, the Middle East, Eastern Europe, Central America,
South America and Africa. To the extent permitted by their investment policies,
the Funds may invest their assets in countries with emerging economies or
securities markets.
The
securities markets of emerging 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 issues 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 as are issuers and securities markets in
the U.S. In particular, the assets and profits appearing on the financial
statements of emerging 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
country issuers than is available about issuers in the United
States.
Emerging
country securities markets are typically marked by a high concentration of
market capitalization and trading volume in a small number of issuers
representing a limited number of industries, as well as a high concentration of
ownership of such securities by a limited number of investors. The markets for
securities in certain emerging countries are in the earliest stages of their
development. Even the markets for relatively widely traded securities in
emerging countries may not be able to absorb, without price disruptions, a
significant increase in trading volume or trades of a size customarily
undertaken by institutional investors in the securities markets of developed
countries. The limited size of many of these securities markets can cause prices
to be erratic for reasons apart from factors that affect the soundness and
competitiveness of the securities issuers. For example, prices may be unduly
influenced by traders who control large positions in these markets.
Additionally, market making and arbitrage activities are generally less
extensive in such markets, which may contribute to increased volatility and
reduced liquidity of such markets. The limited liquidity of emerging country
securities may also affect a Fund’s ability to accurately value its portfolio
securities or to acquire or dispose of securities at the price and time it
wishes to do so or in order to meet redemption requests.
Certain
emerging market countries may have antiquated legal systems, which may adversely
impact the Funds. For example, while the potential liability of a shareholder in
a U.S. corporation with respect to acts of the corporation is generally limited
to the amount of the shareholder’s investment, the notion of limited liability
is less clear in certain emerging market countries. Similarly, the rights of
investors in emerging market companies may be more limited than those of
shareholders in U.S. corporations.
Transaction
costs, including brokerage commissions or dealer mark-ups, in emerging countries
may be higher than in developed securities markets. In addition, existing laws
and regulations are often inconsistently applied. As legal systems in emerging
countries develop, foreign investors may be adversely affected by new or amended
laws and regulations. In circumstances where adequate laws exist, it may not be
possible to obtain swift and equitable enforcement of the law.
Certain
emerging countries may restrict or control foreign investments in their
securities markets. These restrictions may limit a Fund’s investment in certain
emerging countries and may increase the expenses of the Fund. Certain emerging
countries require governmental approval prior to investments by foreign persons
or limit investment by foreign persons to only a specified percentage of an
issuer’s outstanding securities or a specific class of securities which may have
less advantageous terms (including price) than securities of the company
available for purchase by nationals. In addition, the repatriation of both
investment income and capital from emerging countries may be subject to
restrictions which require governmental consents or prohibit repatriation
entirely for a period of time. Even where there is no outright restriction on
repatriation of capital, the mechanics of repatriation may affect certain
aspects of the operation of the Fund. A Fund may be required to establish
special custodial or other arrangements before investing in certain emerging
countries.
Emerging
countries may be subject to a substantially greater degree of economic,
political and social instability and disruption than more developed countries.
This instability may result from, among other things, the following: (i)
authoritarian governments or military involvement in political and economic
decision making, including changes or attempted changes in governments through
extra-constitutional means; (ii) popular unrest associated with demands for
improved political, economic or social conditions; (iii) internal insurgencies;
(iv) hostile relations with neighboring countries; (v) ethnic, religious and
racial disaffection or conflict; and (vi) the absence of developed legal
structures governing foreign private investments and private property. Such
economic, political and social instability could disrupt the principal financial
markets in which a Fund may invest and adversely affect the value of the Fund’s
assets. A Fund’s investments can also be adversely affected by any increase in
taxes or by political, economic or diplomatic developments.
The
economies of emerging countries may suffer from unfavorable growth of gross
domestic product, rates of inflation, capital reinvestment, resources,
self-sufficiency and balance of payments. Many emerging countries have
experienced in the past, and continue to experience, high rates of inflation. In
certain countries inflation has at times accelerated rapidly to
hyperinflationary levels, creating a negative interest rate environment and
sharply eroding the value of outstanding financial assets in those countries.
Other emerging countries, on the other hand, have recently experienced
deflationary pressures and are in economic recessions. The economies of many
emerging countries are heavily dependent upon international trade and are
accordingly affected by protective trade barriers and the economic conditions of
their trading partners. In addition, the economies of some emerging countries
are vulnerable to weakness in world prices for their commodity
exports.
Foreign
markets also have different clearance and settlement procedures, and in certain
markets there have been times when settlements have been unable to keep pace
with the volume of securities transactions, making it difficult to conduct such
transactions. Such delays in settlement could result in temporary periods when a
portion of the assets of a Fund remain uninvested and no return is earned on
such assets. The inability of a Fund to make intended security purchases or
sales due to settlement problems could result either in losses to a Fund due to
subsequent declines in value of the portfolio securities or, if a Fund has
entered into a contract to sell the securities, could result in possible
liability to the purchaser.
FUTURES CONTRACTS AND RELATED
OPTIONS.
To the extent consistent with its investment policies, each Fund
may invest up to 20% of its total assets in U.S. or foreign futures contracts
and may purchase and sell call and put options on futures contracts. These
futures contracts and options will be used to simulate full investment in the
respective Underlying Index, to facilitate trading or to reduce transaction
costs. Each Fund will only enter into futures contracts and options on futures
contracts that are traded on a U.S. or foreign exchange. No Fund will use
futures or options for speculative purposes.
The
Trust, on behalf of each Fund, has claimed an exclusion from the definition of
the term “commodity pool operator” under the Commodity Exchange Act, and,
therefore, is not subject to registration or regulation as a pool operator under
that Act with respect to the Funds. The Funds will engage in transactions in
futures contracts and related options only to the extent such transactions are
consistent with the requirement of the Internal Revenue Code of 1986, as amended
(“Code”) for maintaining its qualifications as regulated investment companies
for federal income tax purposes.
Participation
in foreign futures and foreign options transactions involves the execution and
clearing of trades on or subject to the rules of a foreign board of trade.
Neither the National Futures Association (“NFA”) nor any domestic exchange
regulates activities of any foreign boards of trade, including the execution,
delivery and clearing of transactions, or has the power to compel enforcement of
the rules of a foreign board of trade or any applicable foreign law. This is
true even if the exchange is formally linked to a domestic market so that a
position taken on the market may be liquidated by a transaction on another
market. Moreover, such laws or regulations will vary depending on the foreign
country in which the foreign futures or foreign options transaction occurs. For
these reasons, persons who trade foreign futures or foreign options contracts
may not be afforded certain of the protective measures provided by the Commodity
Exchange Act, the Commodity Futures Trading Commission’s (“CFTC”) regulations
and the rules of the NFA and any domestic exchange, including the right to use
reparations proceedings before the CFTC and arbitration proceedings provided
them by the NFA or any domestic futures exchange. In particular, a Fund’s
investments in foreign futures or foreign options transactions may not be
provided the same protections in respect of transactions on United States
futures exchanges. In addition, the price of any foreign futures or foreign
options contract may be affected by any variance in the foreign exchange rate
between the time an order is placed and the time it is liquidated, offset or
exercised.
In
connection with a Fund’s position in a futures contract or related option, the
Fund will segregate liquid assets or will otherwise cover its position in
accordance with applicable SEC requirements.
For a
further description of futures contracts and related options, see Appendix B to
this Additional Statement.
ILLIQUID OR RESTRICTED SECURITIES.
To the extent consistent with its investment policies, each Fund may
invest up to 15% of its net assets in securities that are illiquid. The Fund may
purchase commercial paper issued pursuant to Section 4(2) of the Securities Act
of 1933, as amended (“1933 Act”) and securities that are not registered under
the 1933 Act but can be sold to “qualified institutional buyers” in accordance
with Rule 144A under the 1933 Act. These securities will not be considered
illiquid so long as the Adviser determines, under guidelines approved by the
Trust’s Board of Trustees that an adequate trading market exists. This practice
could increase the level of illiquidity during any period that qualified
institutional buyers become uninterested in purchasing these
securities.
INVESTMENT COMPANIES.
To the
extent consistent with its investment policies, each Fund may invest in the
securities of other investment companies. Such investments will be limited so
that, as determined after a purchase is made, either: (a) not more than 3% of
the total outstanding stock of such investment company will be owned by a Fund,
the Trust as a whole and its affiliated persons (as defined in the 1940 Act); or
(b) (i) not more than 5% of the value of the total assets of a Fund will be
invested in the securities of any one investment company, (ii) not more than 10%
of the value of its total assets will be invested in the aggregate securities of
investment companies as a group and (iii) not more than 3% of the outstanding
voting stock of any one investment company will be owned by the
Fund. Investments by the Funds in other investment companies,
including exchange-traded funds (“ETFs”), will be subject to the limitations of
the 1940 Act except as permitted by SEC orders. The Funds may rely on SEC orders
that permit them to invest in certain ETFs beyond the limits contained in the
1940 Act, subject to certain terms and conditions. Generally, these terms and
conditions require the Board to approve policies and procedures relating to
certain of the Funds’ investments in ETFs. These policies and procedures
require, among other things, that (i) the Adviser conduct the Funds’
investment in ETFs without regard to any consideration received by the Funds or
any of its affiliated persons and (ii) the Adviser certify to the Board
quarterly that it has not received any consideration in connection with an
investment by the Funds in an ETF, or if it has, the amount and purpose of the
consideration will be reported to the Board and an equivalent amount of advisory
fees shall be waived by the Adviser.
Certain
investment companies whose securities are purchased by the Funds may not be
obligated to redeem such securities in an amount exceeding 1% of the investment
company’s total outstanding securities during any period of less than 30 days.
Therefore, such securities that exceed this amount may be illiquid.
If
required by the 1940 Act, each Fund expects to vote the shares of other
investment companies that are held by it in the same proportion as the vote of
all other holders of such securities.
OPTIONS.
To the extent
consistent with its investment policies, each Fund may invest up to 20% of net
assets in put options and buy call options and write covered call and secured
put options. Such options may relate to particular securities, foreign and
domestic stock indices, financial instruments, foreign currencies or the yield
differential between two securities (“yield curve options”) and may or may not
be listed on a domestic or foreign securities exchange or issued by the Options
Clearing Corporation. A call option for a particular security or currency gives
the purchaser of the option the right to buy, and a writer the obligation to
sell, the underlying security at the stated exercise price prior to the
expiration of the option, regardless of the market price of the security or
currency. The premium paid to the writer is in consideration for undertaking the
obligation under the option contract. A put option for a particular security or
currency gives the purchaser the right to sell the security or currency at the
stated exercise price to the expiration date of the option, regardless of the
market price of the security or currency. In contrast to an option on a
particular security, an option on an index provides the holder with the right to
make or receive a cash settlement upon exercise of the option. The amount of
this settlement will be equal to the difference between the closing price of the
index at the time of exercise and the exercise price of the option expressed in
dollars, times a specified multiple.
Options
trading is a highly specialized activity, which entails greater than ordinary
investment risk. Options on particular securities may be more volatile than the
underlying instruments and, therefore, on a percentage basis, an investment in
options may be subject to greater fluctuation than an investment in the
underlying instruments themselves.
The Funds
will write call options only if they are “covered.” In the case of a call option
on a security or currency, the option is “covered” if a Fund owns the security
or currency underlying the call or has an absolute and immediate right to
acquire that security without additional cash consideration (or, if additional
cash consideration is required, liquid assets in such amount are segregated)
upon conversion or exchange of other securities held by it. For a call option on
an index, the option is covered if a Fund maintains with its custodian a
portfolio of securities substantially replicating the index, or liquid assets
equal to the contract value. A call option also is covered if a Fund holds a
call on the same security, currency or index as the call written where the
exercise price of the call held is (i) equal to or less than the exercise price
of the call written, or (ii) greater than the exercise price of the call written
provided the Fund segregates liquid assets in the amount of the
difference.
All put
options written by a Fund would be covered, which means that such Fund will
segregate cash or liquid assets with a value at least equal to the exercise
price of the put option or will use the other methods described in the next
sentence. A put option also is covered if a Fund holds a put option on the same
security or currency as the option written where the exercise price of the
option held is (i) equal to or higher than the exercise price of the option
written, or (ii) less than the exercise price of the option written provided the
Fund segregates liquid assets in the amount of the difference.
With
respect to yield curve options, a call (or put) option is covered if a Fund
holds another call (or put) option on the spread between the same two securities
and segregates liquid assets sufficient to cover the Fund’s net liability under
the two options. Therefore, the Fund’s liability for such a covered option
generally is limited to the difference between the amount of the Fund’s
liability under the option written by the Fund less the value of the option held
by the Fund. Yield curve options also may be covered in such other manner as may
be in accordance with the requirements of the counterparty with which the option
is traded and applicable laws and regulations.
A Fund’s
obligation to sell subject to a covered call option written by it, or to
purchase a security or currency subject to a secured put option written by it,
may be terminated prior to the expiration date of the option by the Fund’s
execution of a closing purchase transaction, which is effected by purchasing on
an exchange an option of the same series (
i.e
., same underlying
security or currency, exercise price and expiration date) as the option
previously written. Such a purchase does not result in the ownership of an
option. A closing purchase transaction will ordinarily be effected to realize a
profit on an outstanding option, to prevent an underlying instrument from being
called, to permit the sale of the underlying security or currency or to permit
the writing of a new option containing different terms on such underlying
security. The cost of such a liquidation purchase plus transaction costs may be
greater than the premium received upon the original option, in which event the
Fund will have incurred a loss in the transaction. There is no assurance that a
liquid secondary market will exist for any particular option. An option writer,
unable to effect a closing purchase transaction, will not be able to sell the
underlying security or currency (in the case of a covered call option) or
liquidate the segregated assets (in the case of a secured put option) until the
option expires or the optioned security or currency is delivered upon exercise
with the result that the writer in such circumstances will be subject to the
risk of market decline or appreciation in the instrument during such
period.
When a
Fund purchases an option, the premium paid by it is recorded as an asset of the
Fund. When a Fund writes an option, an amount equal to the net premium (the
premium less the commission) received by the Fund is included in the liability
section of the Fund’s statement of assets and liabilities as a deferred credit.
The amount of this asset or deferred credit will be subsequently
marked-to-market to reflect the current value of the option purchased or
written. The current value of the traded option is the last sale price or, in
the absence of a sale, the current bid price. If an option purchased by the Fund
expires unexercised, the Fund realizes a loss equal to the premium paid. If a
Fund enters into a closing sale transaction on an option purchased by it, the
Fund will realize a gain if the premium received by the Fund on the closing
transaction is more than the premium paid to purchase the option, or a loss if
it is less. If an option written by a Fund expires on the stipulated expiration
date or if a Fund enters into a closing purchase transaction, it will realize a
gain (or loss if the cost of a closing purchase transaction exceeds the net
premium received when the option is sold) and the deferred credit related to
such option will be eliminated. If an option written by a Fund is exercised, the
proceeds of the sale will be increased by the net premium originally received
and the Fund will realize a gain or loss.
There are
several risks associated with transactions in certain options. For example,
there are significant differences between the securities, currency and options
markets that could result in an imperfect correlation between these markets,
causing a given transaction not to achieve its objectives. In addition, a liquid
secondary market for particular options, whether traded over-the-counter or on
an exchange, may be absent for reasons which include the following: there may be
insufficient trading interest in certain options; restrictions may be imposed by
an exchange on opening transactions or closing transactions or both; trading
halts, suspensions or other restrictions may be imposed with respect to
particular classes or series of options or underlying securities or currencies;
unusual or unforeseen circumstances may interrupt normal operations on an
exchange; the facilities of an exchange or the Options Clearing Corporation may
not at all times be adequate to handle current trading value; or one or more
exchanges could, for economic or other reasons, decide or be compelled at some
future date to discontinue the trading of options (or a particular class or
series of options), in which event the secondary market on that exchange (or in
that class or series of options) would cease to exist, although outstanding
options that had been issued by the Options Clearing Corporation as a result of
trades on that exchange would continue to be exercisable in accordance with
their terms.
REPURCHASE AGREEMENTS.
To the
extent consistent with its investment policies, each Fund may agree to purchase
portfolio securities from financial institutions subject to the seller’s
agreement to repurchase them at a mutually agreed upon date and price
(“repurchase agreements”). Repurchase agreements are considered to be loans
under the 1940 Act. Although the securities subject to a repurchase agreement
may bear maturities exceeding one year, settlement for the repurchase agreement
will never be more than one year after the Fund’s acquisition of the securities
and normally will be within a shorter period of time. Securities subject to
repurchase agreements normally are held either by the Trust’s custodian or
sub-custodian (if any), or in the Federal Reserve/Treasury Book-Entry System.
The seller under a repurchase agreement will be required to maintain the value
of the securities subject to the agreement in an amount exceeding the repurchase
price (including accrued interest). Default by the seller would, however, expose
the Fund to possible loss because of adverse market action or delay in
connection with the disposition of the underlying obligations. In addition, in
the event of a bankruptcy, a Fund could suffer additional losses if a court
determines that the Fund’s interest in the collateral is
unenforceable.
REVERSE REPURCHASE AGREEMENTS.
To the extent consistent with its investment policies, each Fund may
borrow funds by selling portfolio securities to financial institutions such as
banks and broker/dealers and agreeing to repurchase them at a mutually specified
date and price (“reverse repurchase agreements”). The Funds may use the proceeds
of reverse repurchase agreements to purchase other securities either maturing,
or under an agreement to resell, on a date simultaneous with or prior to the
expiration of the reverse repurchase agreement. Reverse repurchase agreements
are considered to be borrowings under the 1940 Act. Reverse repurchase
agreements involve the risk that the market value of the securities sold by the
Fund may decline below the repurchase price. The Funds will pay interest on
amounts obtained pursuant to a reverse repurchase agreement. While reverse
repurchase agreements are outstanding, the Funds will segregate liquid assets in
an amount at least equal to the market value of the securities, plus accrued
interest, subject to the agreement.
SECURITIES LENDING.
Collateral
for loans of portfolio securities made by a Fund may consist of cash, cash
equivalents, securities issued or guaranteed by the U.S. government or its
agencies or irrevocable bank letters of credit (or any combination thereof). The
borrower of securities will be required to maintain the market value of the
collateral at not less than the market value of the loaned securities, and such
value will be monitored on a daily basis. When a Fund lends its securities, it
continues to receive payments equal to the dividends and interest paid on the
securities loaned and simultaneously may earn interest on the investment of the
cash collateral. Investing the collateral subjects it to market depreciation or
appreciation, and each Fund is responsible for any loss that may result from its
investment in borrowed collateral. A Fund will have the right to terminate a
loan at any time and recall the loaned securities within the normal and
customary settlement time for securities transactions. Although voting rights,
or rights to consent, attendant to securities on loan pass to the borrower, such
loans may be called so that the securities may be voted by the Fund if a
material event affecting the investment is to occur. As with other extensions of
credit there are risks of delay in recovering, or even loss of rights in, the
collateral should the borrower of the securities fail
financially.
TRACKING VARIANCE.
As
discussed in the Prospectus, the Funds are subject to the risk of tracking
variance. Tracking variance may result from share purchases and redemptions,
transaction costs, expenses and other factors. Share purchases and redemptions
may necessitate the purchase and sale of securities by a Fund and the resulting
transaction costs which may be substantial because of the number and the
characteristics of the securities held. In addition, transaction costs are
incurred because sales of securities received in connection with spin-offs and
other corporate reorganizations are made to conform a Fund’s holdings to its
investment objective. Tracking variance also may occur due to factors such as
the size of a Fund, the maintenance of a cash reserve pending investment or to
meet expected redemptions, changes made in the Fund’s designated index or the
manner in which the index is calculated or because the indexing and investment
approach of the Adviser does not produce the intended goal of the Fund. Tracking
variance is monitored by the Adviser at least quarterly. In the event the
performance of a Fund is not comparable to the performance of its designated
index, the Board of Trustees will evaluate the reasons for the deviation and the
availability of corrective measures.
WARRANTS.
To the extent
consistent with its investment policies, each Fund may purchase warrants and
similar rights, which are privileges issued by corporations enabling the owners
to subscribe to and purchase a specified number of shares of the corporation at
a specified price during a specified period of time. The prices of warrants do
not necessarily correlate with the prices of the underlying shares. The purchase
of warrants involves the risk that a Fund could lose the purchase value of a
warrant if the right to subscribe to additional shares is not exercised prior to
the warrant’s expiration. Also, the purchase of warrants involves the risk that
the effective price paid for the warrant added to the subscription price of the
related security may exceed the value of the subscribed security’s market price
such as when there is no movement in the level of the underlying
security.
GOVERNMENT
INTERVENTION IN FINANCIAL MARKETS.
Recent
instability in the financial markets has led the U.S. Government to take a
number of unprecedented actions designed to support certain financial
institutions and segments of the financial markets that have experienced extreme
volatility, and in some cases a lack of liquidity. Federal, state, and other
governments, their regulatory agencies, or self regulatory organizations may
take actions that affect the regulation of the instruments in which the Fund
invests, or the issuers of such instruments, in ways that are unforeseeable.
Legislation or regulation may also change the way in which the Fund itself is
regulated. Such legislation or regulation could limit or preclude the Fund’s
ability to achieve its investment objective.
Governments
or their agencies may also acquire distressed assets from financial institutions
and acquire ownership interests in those institutions. The implications of
government ownership and disposition of these assets are unclear, and such a
program may have positive or negative effects on the liquidity, valuation and
performance of the Fund’s portfolio holdings. Furthermore, volatile financial
markets can expose the Fund to greater market and liquidity risk and potential
difficulty in valuing portfolio instruments held by the Fund. The Fund has
established procedures to assess the liquidity of portfolio holdings and to
value instruments for which market prices may not be readily available. The
Adviser will monitor developments and seek to manage the Fund in a manner
consistent with achieving the Fund’s investment objective, but there can be no
assurance that it will be successful in doing so.
NEW
FUND RISKS.
The Funds are new funds, with no operating
history, which may result in additional risk. There can be no assurance that the
Funds will grow to or maintain an economically viable size, in which case the
Board of Trustees may determine to liquidate the Funds. While shareholder
interests will be the paramount consideration, the timing of any liquidation may
not be favorable to certain individual shareholders.
INFORMATION
CONCERNING THE INDEXES AND THE INDEX PROVIDERS
S-BOX
China Consumer Index
The S-BOX
China Consumer Index is designed to reflect the performance of the consumer
sector in China. It is made up of securities of companies which have their main
business operations in the consumer sector and are domiciled in China or have
their main business operations in this country. Only securities which are
tradable for foreign investors without restrictions are eligible. The stocks are
screened for liquidity and weighted according to free-float market
capitalization. A specific capping methodology is applied at the
semi-annual index review to facilitate compliance with the rules governing the
listing of financial products on exchanges in the United States. The index is
maintained by Structured Solutions AG.
S-BOX
China Energy Index
The S-BOX
China Energy Index is designed to reflect the performance of the energy sector
in China. It is made up of securities of companies which have their main
business operations in the energy sector and are domiciled in China or have
their main business operations in this country. Only securities which are
tradable for foreign investors without restrictions are eligible. The stocks are
screened for liquidity and weighted according to free-float market
capitalization. A specific capping methodology is applied at the semi-annual
index review to facilitate compliance with the rules governing the listing of
financial products on exchanges in the United States. The index is maintained by
Structured Solutions AG.
S-BOX
China Financials Index
The S-BOX
China Financials Index is designed to reflect the performance of the financial
sector in China. It is made up of securities of companies which have their main
business operations in the financial sector and are domiciled in China or have
their main business operations in this country. Only securities which are
tradable for foreign investors without restrictions are eligible. The stocks are
screened for liquidity and weighted according to free-float market
capitalization. A specific capping methodology is applied at the semi-annual
index review to facilitate compliance with the rules governing the listing of
financial products on exchanges in the United States. The index is maintained by
Structured Solutions AG.
S-BOX
China Industrials Index
The S-BOX
China Industrials Index is designed to reflect the performance of the industrial
sector in China. It is made up of securities of companies which have their main
business operations in the industrial sector and are domiciled in China or have
their main business operations in this country. Only securities which are
tradable for foreign investors without restrictions are eligible. The stocks are
screened for liquidity and weighted according to free-float market
capitalization. A specific capping methodology is applied at the
semi-annual index review to facilitate compliance with the rules governing the
listing of financial products on exchanges in the United States. The index is
maintained by Structured Solutions AG.
S-BOX
China Materials Index
The S-BOX
China Materials Index is designed to reflect the performance of the basic
materials sector in China. It is made up of securities of companies which have
their main business operations in the basic materials sector and are domiciled
in China or have their main business operations in this country. Only securities
which are tradable for foreign investors without restrictions are eligible. The
stocks are screened for liquidity and weighted according to free-float market
capitalization. A specific capping methodology is applied at the
semi-annual index review to facilitate compliance with the rules governing the
listing of financial products on exchanges in the United States. The index is
maintained by Structured Solutions AG.
S-BOX
China Technology Index
The S-BOX
China Technology Index is designed to reflect the performance of the technology
sector in China. It is made up of securities of companies which have their main
business operations in the technology sector and are domiciled in China or have
their main business operations in this country. Only securities which are
tradable for foreign investors without restrictions are eligible. The stocks are
screened for liquidity and weighted according to free-float market
capitalization. A specific capping methodology is applied at the semi-annual
index review to facilitate compliance with the rules governing the listing of
financial products on exchanges in the United States. The index is maintained by
Structured Solutions AG.
FTSE
Denmark 30 Index
The FTSE
Denmark 30 Index is designed to reflect broad based equity market performance in
Denmark. The stocks are screened for liquidity and weighted according
to free-float market capitalization. The index is comprised of the top 30
eligible Danish companies. A specific capping methodology is applied to
facilitate compliance with the rules governing the listing of financial products
on exchanges in the United States. The index is maintained by FTSE International
Limited.
FTSE
Finland 30 Index
The FTSE
Finland 30 Index is designed to reflect broad based equity market performance in
Finland. The stocks are screened for liquidity and weighted according
to free-float market capitalization. The index is comprised of the top 30
eligible Finnish companies. A specific capping methodology is applied to
facilitate compliance with the rules governing the listing of financial products
on exchanges in the United States. The index is maintained by FTSE International
Limited.
FTSE
Norway 30 Index
The FTSE
Norway 30 Index is designed to reflect broad based equity market performance in
Norway. The stocks are screened for liquidity and weighted according
to free-float market capitalization. The index is comprised of the top 30
eligible Norwegian companies. A specific capping methodology is applied to
facilitate compliance with the rules governing the listing of financial products
on exchanges in the United States. The index is maintained by FTSE International
Limited.
FTSE
Poland 30 Index
The FTSE
Poland 30 Index is designed to reflect broad based equity market performance in
Poland. The stocks are screened for liquidity and weighted according
to free-float market capitalization. The index is comprised of the top 30
eligible Polish companies. A specific capping methodology is applied to
facilitate compliance with the rules governing the listing of financial products
on exchanges in the United States. The index is maintained by FTSE International
Limited.
FTSE
United Arab Emirates 20 Index
The FTSE
United Arab Emirates 20 Index is designed to reflect broad based equity market
performance in the United Arab Emirates (UAE). The stocks are screened for
liquidity and weighted according to free-float market capitalization. The index
is comprised of the top 20 eligible UAE companies. A specific capping
methodology is applied to facilitate compliance with the rules governing the
listing of financial products on exchanges in the United States. The index is
maintained by FTSE International Limited.
Nex
Rubica (NR) Africa Top 40 Index
The Nex
Rubica (NR) Africa Top 40 Index is designed to reflect broad based performance
of the investable equity market in the African continent excluding South Africa.
Reviewed quarterly, the 40 leading stocks are chosen from a universe of 1000
stocks, then screened and ranked according to total asset, revenue and other
filters. NR's methodology ranks shares with a minimum market cap of
$500 million and a free float of greater than 25% within each issuer. The index
is maintained by Nex Rubica Indexes.
KSE-30
Index (Pakistan)
The
KSE-30 Index is designed to reflect broad based equity market performance in
Pakistan. The stocks are screened for size and liquidity, and weighted according
to free-float market capitalization. The index is comprised of the top 30
eligible Pakistani companies. The index is maintained by the Karachi Stock
Exchange.
Each
Index Provider is described separately below:
Structured
Solutions AG (“Structured Solutions”) is a leading company in the structuring
and indexing business for institutional clients. The company was founded in 2007
and is based in Frankfurt. Structured Solutions cooperates with Boerse Stuttgart
AG with regard to the S-BOX index platform. S-BOX indices are used by issuers
worldwide as underlyings for financial products. Furthermore, Structured
Solutions cooperates with various stock exchanges and index providers worldwide,
e.g. Karachi Stock Exchange, Shenzhen Securities Information Company and Dubai
Gold & Commodities Exchange.
FTSE
International Limited (“FTSE”) is a world-leader in the creation and management
of over 100,000 equity, bond and hedge fund indices. With offices in Beijing,
London, Frankfurt, Hong Kong, Boston, Shanghai, Madrid, Paris, New York, San
Francisco, Sydney and Tokyo, FTSE Group services clients in 77 countries
worldwide. FTSE is an independent company owned by the Financial Times and the
London Stock Exchange. FTSE does not give financial advice to clients, which
allows for the provision of truly objective market information. FTSE indices are
used extensively by investors world-wide such as consultants, asset owners,
asset managers, investment banks, stock exchanges and brokers.
Nex
Rubica Group (“NR”) is an Emerging Market Africa specialist firm with a focus on
developing the debt and equity Markets in North and Sub Saharan Africa. NR has
offices in Kenya, Nigeria and Senegal, with further representation in Egypt,
Mauritius, Botswana, Uganda and South Africa. With over 25 proprietary indexes
tracking the continents stocks, NR’s Indexes have become widely quoted and used
by various African stock exchanges, asset managers and brokers.
The
Karachi Stock Exchange (Guarantee) Limited (“KSE”), founded in 1947, is
Pakistan's premier stock exchange. As of September 30, 2009, 654 companies were
listed on the KSE. The KSE maintains various indexes, including the KSE-30, as a
benchmark of Pakistan’s equity market.
The Index
Providers do not sponsor, endorse or promote any of the Funds and are not in any
way connected to them and do not accept any liability in relation to their
issue, operation and trading.
INVESTMENT
RESTRICTIONS
Each Fund
is subject to the investment policies enumerated in this section, which may be
changed with respect to a particular Fund only by a vote of the holders of a
majority of such Fund’s outstanding shares.
The
Funds:
|
1.
|
May
not issue any senior security, except as permitted under the 1940 Act, and
as interpreted or modified by regulatory authority having jurisdiction,
from time to time;
|
|
2.
|
May
not borrow money, except as permitted under the 1940 Act, and as
interpreted or modified by regulatory authority having jurisdiction, from
time to time;
|
|
3.
|
May
not act as an underwriter of securities within the meaning of the 1933
Act, except as permitted under the 1933 Act, and as interpreted or
modified by regulatory authority having jurisdiction, from time to time.
Among other things, to the extent that a Fund may be deemed to be an
underwriter within the meaning of the 1933 Act, this would permit a Fund
to act as an underwriter of securities in connection with the purchase and
sale of its portfolio securities in the ordinary course of pursuing its
investment objective, investment policies and investment
program;
|
|
4.
|
May
not purchase or sell real estate or any interests therein, except as
permitted under the 1940 Act, and as interpreted or modified by regulatory
authority having jurisdiction, from time to time. Notwithstanding this
limitation, a Fund may, among other things: (i) acquire or lease office
space for its own use; (ii) invest in securities of issuers that invest in
real estate or interests therein; (iii) invest in mortgage-related
securities and other securities that are secured by real estate or
interests therein; or (iv) hold and sell real estate acquired by a Fund as
a result of the ownership of
securities;
|
|
5.
|
May
not purchase physical commodities or contracts relating to physical
commodities, except as permitted under the 1940 Act, and as interpreted or
modified by regulatory authority having jurisdiction, from time to
time;
|
|
6.
|
May
not make loans, except as permitted under the 1940 Act, and as interpreted
or modified by regulatory authority having jurisdiction, from time to
time;
|
|
7.
|
May
not “concentrate” its investments in a particular industry or group of
industries: (I) except that a Fund will concentrate to
approximately the same extent that its Underlying Index concentrates in
the securities of such particular industry or group of industries; and
(II) except as permitted under the 1940 Act, and as interpreted or
modified by regulatory authority having jurisdiction from time to time,
provided that, without limiting the generality of the foregoing: (a) this
limitation will not apply to a Fund’s investments in: (i) securities of
other investment companies; (ii) securities issued or guaranteed as to
principal and/or interest by the U.S. government, its agencies
or instrumentalities; (iii) repurchase agreements
(collateralized by the instruments described in clause (ii)) or (iv)
securities of state or municipal governments and their political
subdivisions are not considered to be issued by Members of any industry;
(b) wholly-owned finance companies will be considered to be in the
industries of their parents if their activities are primarily related to
the financing activities of the parents; and (c) utilities will be divided
according to their services, for example, gas, gas transmission, electric
and gas, electric and telephone will each be considered a separate
industry.
|
Notwithstanding
these fundamental investment restrictions, each Fund may purchase securities of
other investment companies to the full extent permitted under Section 12 or any
other provision of the 1940 Act (or any successor provision thereto) or under
any regulation or order of the SEC.
If a
percentage limitation is satisfied at the time of investment, a later increase
or decrease in such percentage resulting from a change in the value of a Fund’s
investments will not constitute a violation of such limitation, except that any
borrowing by a Fund that exceeds the fundamental investment limitations stated
above must be reduced to meet such limitations within the period required by the
1940 Act (currently three days). In addition, if a Fund’s holdings of illiquid
securities exceed 15% of net assets because of changes in the value of the
Fund’s investments, the Fund will take action to reduce its holdings of illiquid
securities within a time frame deemed to be in the best interest of the Fund.
Otherwise, a Fund may continue to hold a security even though it causes the Fund
to exceed a percentage limitation because of fluctuation in the value of the
Fund’s assets.
Any
Investment Restriction which involves a maximum percentage (other than the
restriction set forth above in Investment Restriction No. 2) will not be
considered violated unless an excess over the percentage occurs immediately
after, and is caused by, an acquisition or encumbrance of securities or assets
of a Fund. The 1940 Act requires that if the asset coverage for borrowings at
any time falls below the limits described in Investment Restriction No. 2, a
Fund will, within three days thereafter (not including Sundays and holidays),
reduce the amount of its borrowings to an extent that the net asset coverage of
such borrowings shall conform to such limits.
CONTINUOUS
OFFERING
The
method by which Creation Unit Aggregations of shares are created and traded may
raise certain issues under applicable securities laws. Because new Creation Unit
Aggregations of shares are issued and sold by the Funds on an ongoing basis, at
any point a “distribution,” as such term is used in the Securities Act, may
occur. Broker-dealers and other persons are cautioned that some activities on
their part may, depending on the circumstances, result in their being deemed
participants in a distribution in a manner which could render them statutory
underwriters and subject them to the prospectus delivery requirement and
liability provisions of the Securities Act.
For
example, a broker-dealer firm or its client may be deemed a statutory
underwriter if it takes Creation Unit Aggregations after placing an order with
the Distributor, breaks them down into constituent shares, and sells such shares
directly to customers, or if it chooses to couple the creation of a supply of
new shares with an active selling effort involving solicitation of secondary
market demand for shares. A determination of whether one is an underwriter for
purposes of the Securities Act must take into account all the facts and
circumstances pertaining to the activities of the broker-dealer or its client in
the particular case, and the examples mentioned above should not be considered a
complete description of all the activities that could lead to a categorization
as an underwriter. Broker-dealer firms should also note that dealers who are not
“underwriters” but are effecting transactions in shares, whether or not
participating in the distribution of shares, generally are required to deliver a
prospectus. This is because the prospectus delivery exemption in Section 4(3) of
the Securities Act is not available in respect of such transactions as a result
of Section 24(d) of the 1940 Act. Firms that incur a prospectus delivery
obligation with respect to shares of the Funds are reminded that, pursuant to
Rule 153 under the Securities Act, a prospectus delivery obligation under
Section 5(b)(2) of the Securities Act owed to an exchange member in connection
with a sale on the Exchange is satisfied by the fact that the prospectus is
available at the Exchange upon request. The prospectus delivery mechanism
provided in Rule 153 is only available with respect to transactions on an
exchange.
PORTFOLIO
HOLDINGS
Policy
On Disclosure Of Portfolio Holdings
The Board
of Trustees of the Trust has adopted a policy on disclosure of portfolio
holdings, which it believes is in the best interest of the Funds’ shareholders.
The policy provides that neither the Funds nor the Adviser, Distributor or any
agent, or any employee thereof (“Fund Representative”) will disclose a Fund’s
portfolio holdings information to any person other than in accordance with the
policy. For purposes of the policy, “portfolio holdings information” means a
Fund’s actual portfolio holdings, as well as non-public information about its
trading strategies or pending transactions including the portfolio holdings,
trading strategies or pending transactions of any commingled fund portfolio
which contains identical holdings as the Fund. Under the policy, neither a Fund
nor any Fund Representative may solicit or accept any compensation or other
consideration in connection with the disclosure of portfolio holdings
information. A Fund Representative may provide portfolio holdings information to
third parties if such information has been included in the Fund’s public filings
with the SEC or is disclosed on the Fund’s publicly accessible Website. Under
the policy, each business day portfolio holdings information will be provided to
the Transfer Agent or other agent for dissemination through the facilities of
the National Securities Clearing Corporation (“NSCC”) and/or other fee based
subscription services to NSCC members and/or subscribers to those other fee
based subscription services, including Authorized Participants, (defined below)
and to entities that publish and/or analyze such information in connection with
the process of purchasing or redeeming Creation Units or trading shares of Funds
in the secondary market. Information with respect to each Fund’s portfolio
holdings is also disseminated daily on the Funds’ website. The Distributor may
also make available portfolio holdings information to other institutional market
participants and entities that provide information services. This information
typically reflects each Fund’s anticipated holdings on the following business
day. “Authorized Participants” are generally large institutional investors that
have been authorized by the Distributor to purchase and redeem large blocks of
shares (known as Creation Units) pursuant to legal requirements, including the
exemptive order granted by the SEC, to which the Funds offer and redeem shares
(“Global X Order”). Other than portfolio holdings information made available in
connection with the creation/redemption process, as discussed above, portfolio
holdings information that is not filed with the SEC or posted on the publicly
available Website may be provided to third parties only in limited
circumstances. Third-party recipients will be required to keep all portfolio
holdings information confidential and prohibited from trading on the information
they receive. Disclosure to such third parties must be approved in advance by
the Trust’s Chief Compliance Officer (“CCO”). Disclosure to providers of
auditing, custody, proxy voting and other similar services for the Funds, as
well as rating and ranking organizations, will generally be permitted; however,
information may be disclosed to other third parties (including, without
limitation, individuals, institutional investors, and Authorized Participants
that sell shares of a Fund) only upon approval by the CCO, who must first
determine that the Fund has a legitimate business purpose for doing so. In
general, each recipient of non-public portfolio holdings information must sign a
confidentiality and non-trading agreement, although this requirement will not
apply when the recipient is otherwise subject to a duty of confidentiality as
determined by the CCO. In accordance with the policy, the recipients who may
receive non-public portfolio holdings information are as follows: the Adviser
and its affiliates, the Fund’s independent registered public accounting firm,
the Funds’ distributor, administrator and custodian, the Funds’ legal counsel,
the Funds’ financial printer and the Funds’ proxy voting service. These entities
are obligated to keep such information confidential. Third-party providers of
custodial or accounting services to a Fund may release non-public portfolio
holdings information of the Fund only with the permission of Fund
Representatives. From time to time, portfolio holdings information may be
provided to broker-dealers solely in connection with a Fund seeking portfolio
securities trading suggestions. In providing this information reasonable
precautions, including limitations on the scope of the portfolio holdings
information disclosed, are taken in an effort to avoid any potential misuse of
the disclosed information. Portfolio holdings will be disclosed through required
filings with the SEC. Each Fund files its portfolio holdings with the SEC for
each fiscal quarter on Form N-CSR (with respect to each annual period and
semiannual period) and Form N-Q (with respect to the first and third quarters of
the Fund’s fiscal year). Shareholders may obtain a Fund’s Forms N-CSR and N-Q
filings on the SEC’s Website at sec.gov. In addition, the Funds’ Forms N-CSR and
N-Q filings may be reviewed and copied at the SEC’s public reference room in
Washington, DC. You may call the SEC at 1-800-SEC-0330 for information about the
SEC’s Website or the operation of the public reference room.
Under the
policy, the Board is to receive information, on a quarterly basis, regarding any
other disclosures of non-public portfolio holdings information that were
permitted during the preceding quarter.
MANAGEMENT
OF THE TRUST
BOARD
OF TRUSTEES AND OFFICERS
As a
Delaware trust, the business and affairs of the Trust are managed by its
officers under the direction of its Board of Trustees. The Trustees set broad
policies for the Trust and may appoint officers. The Board of Trustees oversees
the performance of the Adviser and the Trust’s other service providers. Each
Trustee serves until his or her successor is duly elected or appointed and
qualified.
One of
the Trustees of the Trust is an officer and employee of the
Adviser. This Trustee is an “Interested Person” (as defined under
Section 2(a)(19) of the 1940 Act) of the Trust (“Interested Trustee”). The
Trust’s other Trustees are not Interested Persons of the Trust (“Independent
Trustees”).
The name,
year of birth, address, principal occupations during the past five years with
respect to each of the Trustees and officers of the Trust is set forth below,
along with any other public directorships held by the Trustees.
Name,
Address
(Year
of Birth)
|
|
Position(s)
Held
with
Funds
|
|
Principal
Occupation(s) During
the
Past 5 Years
|
|
Other
Directorships Held
by
Trustees
|
Independent
Trustees
|
Sanjay
Ram Bharwani
410
Park Avenue, 4
th
floor
New
York, New York 10022
(1974)
|
|
Director
(since 2008)
|
|
President
of Risk Advisors Inc. (since 2007); Chief Information Officer, M. Safra
& Co (2004-2006); President, Atze Consulting Inc.
(2002-2004)
|
|
None.
|
Scott
R. Chichester
1
410
Park Avenue, 4
th
floor
New
York, New York 10022
(1970)
|
|
Director
(since 2008)
|
|
Founder
and President, DirectPay USA LLC (since 2006); Chief Financial Officer,
Ong Corporation (2002-2008).
|
|
None.
|
_____________________
1
|
Mr.
Chichester
is currently married to a sister
of Mr. del Ama’s wife. While an “immediate family member” as defined in
Section 2(a)(19) of the 1940 Act of Mr. del Ama would be
considered an Interested Person, Mr. Chichester is not
considered an immediate family member for this
purpose. Although this fact was taken into consideration in
determining whether Mr.
Chichester
should be considered to be an
independent trustee for purposes of the Section 2(a)(19) of the 1940 Act,
it was determined that this relationship was not one that should
disqualify Mr. Chichester from serving as an independent trustee of the
Trust.
|
Kartik
Kiran Shah
410
Park Avenue, 4
th
floor
New
York, New York 10022
(1977)
|
|
Director
(since 2008)
|
|
Senior
Product Manager, Wireless Generation (since 2008); Manager, Amgen
(2003-2006)
|
|
None.
|
Interested
Trustee / Officers
|
Bruno
del Ama
410
Park Avenue, 4
th
floor
New
York, New York 10022
(1976)
|
|
Director
(since 2008), President and Chief Executive Officer (since
2008)
|
|
Chief
Executive Officer, Global X Management Company LLC (since 2008); Head of
Global Structured Products Operations at Radian Asset Assurance
(2004-2008); Senior Manager at Oliver Wyman (1998-2004).
|
|
None.
|
Jose
C. Gonzalez
410
Park Avenue, 4
th
floor
New
York, New York 10022
(1976)
|
|
Chief
Operating Officer, Chief Compliance Officer and Chief Financial Officer
(since 2008)
|
|
Founder
and President of GWM Group, Inc. (since 2006); Financial Advisor,
BroadStreet Securities, Inc. (2004-2006); Financial Advisor, Lloyd, Scott,
& Valenti, Ltd. (2002-2004).
|
|
None
|
Joseph
Gallo
410
Park Avenue, 4
th
floor
New
York, New York 10022
(1973)
|
|
Assistant
Secretary (since 2008)
|
|
Attorney
at SEI Investments (2007 – present); Officer of various investment
companies administered by Administrator (2007 – present); Associate
Counsel at ICMA-RC (2004-2007); Asst. Secretary of the VantageTrust
Company (2007); Assistant Secretary of the Vantagepoint Funds
(2006-2007).
|
|
None
|
Stephen
Panner
410
Park Avenue, 4
th
floor
New
York, New York 10022
(1970)
|
|
Assistant
Treasurer (since 2008)
|
|
Fund
Accounting Director of the Administrator, 2005-present. Controller and
Chief Financial Officer for various investment companies administered by
Administrator 2005-present. Fund Administration Manager, Old Mutual Fund
Services, 2000-2005, Chief Financial Officer, Controller and Treasurer,
PBHG Funds and PBHG Insurance Series Fund, 2004-2005. Assistant Treasurer,
PBHG Funds and PBHG Insurance Series Fund, 2000-2004. Assistant Treasurer,
Old Mutual Fund Advisors Fund, 2004-2005.
|
|
None
|
STANDING
BOARD COMMITTEES
The Board
of Trustees currently has two standing committees: an Audit Committee and
Corporate Governance, Nomination and Compensation
Committee. Currently, each Independent Trustee serves on each of
those committees.
The
purposes of the Audit Committee are to assist the Board of Trustees in (1) its
oversight of the Trust’s accounting and financial reporting principles and
policies and related controls and procedures maintained by or on behalf of the
Trust; (2) its oversight of the Trust’s financial statements and the independent
audit thereof; (3) selecting, evaluating and, where deemed appropriate,
replacing the independent accountants (or nominating the independent accountants
to be proposed for shareholder approval in any proxy statement); and (4)
evaluating the independence of the independent accountants.
The
purposes of the Corporate Governance, Nomination and Compensation Committee are,
among other things, to assist the Board of Trustees in (1) its assessment of the
adequacy of the Board’s adherence to industry corporate governance best
practices; (2) periodic evaluation of the operation of the Trust and
meetings with management of the Trust concerning the Trust’s operations and the
policies and procedures application to the Fund; (3) review, consideration and
recommendation to the full Board regarding Independent Trustee compensation; (4)
its identification and evaluation of potential candidates to fill a vacancy on
the Board; and (5) selection from among potential candidates of a nominee to be
presented to the full Board for its consideration.
TRUSTEE
OWNERSHIP OF FUND SHARES
As of the
date of this SAI, the Trustees and officers of the Trust own no Shares. The
Adviser currently does not sponsor and the Trustees oversee no other registered
investment companies.
TRUSTEE
COMPENSATION
The
Interested Trustee is not compensated by the Trust. The Trust pays
each Independent Trustee $1,000 per Board of Trustee meeting attended. All
Trustees are reimbursed for their travel expenses and other reasonable
out-of-pocket expenses incurred in connection with attending Board meetings
(these other expenses are subject to Board review to ensure that they are not
excessive). The Trust does not accrue pension or retirement benefits
as part of the Fund’s expenses, and Trustees are not entitled to benefits upon
retirement from the Board of Trustees. The Trust’s officers receive no
compensation directly from the Trust.
The
estimated compensation shown in this chart is for the period beginning on
September 1, 2008, through December 31, 2009. This compensation is estimated
only, based on current compensation levels. There is no assurance that this
estimate is reliable and actual compensation may be higher or lower than that
reflected above.
Name
of Independent Trustee
|
Aggregate
Compensation from Trust
|
Pension
or Retirement Benefits Accrued as Part of Trust Expenses
|
Total
Compensation from Trust
|
|
|
|
|
Sanjay
Ram Bharwani
|
$6,000
|
0
|
$6,000
|
Scott
R. Chichester
|
$6,000
|
0
|
$6,000
|
Kartik
Kiran Shah
|
$6,000
|
0
|
$6,000
|
CODE
OF ETHICS
The
Trust, the Adviser, and the Distributor each have adopted a code of ethics, as
required by applicable law, which is designed to prevent affiliated persons of
the Trust, the Adviser, and the Distributor from engaging in deceptive,
manipulative or fraudulent activities in connection with securities held or to
be acquired by the Funds (which may also be held by persons subject to a code of
ethics). There can be no assurance that the codes of ethics will be effective in
preventing such activities. The codes permit personnel subject to
them to invest in securities, including securities that may be held or purchased
by the Funds. The codes are on file with the SEC and are available to
the public.
INVESTMENT
ADVISER
The
Adviser oversees the performance of the Fund and arranges for transfer agency,
custody and all other services necessary for the Fund to operate, and exercises
day-to-day oversight over the Funds’ service providers. The Adviser is
responsible for overseeing the management of the investment portfolio of each
Fund. These services are provided under the terms of an Investment Advisory
Agreement between the Trust and the Adviser. The Adviser is a registered
investment adviser and is located at 410 Park Avenue, 4h Floor New York, NY
10022. The Adviser was organized in Delaware on March 28, 2008 as a
limited liability company. The Adviser has no prior experience
managing an investment company. The ability of the Adviser to
successfully implement the Fund's investment strategies will influence the
Fund's performance significantly.
Each Fund
pays for the investment advisory and supervisory and administrative services it
requires under what is essentially an all-in fee structure. The
Adviser provides or procures supervisory and administrative services for the
Funds and also bears the costs of various third-party services required by the
Funds, including audit, custodial, portfolio accounting, legal, transfer agency
and printing costs. Each Fund does bear other expenses which are not
covered under the supervisory and administrative fee which may vary and affect
the total level of expenses paid by each Fund, such as custody fees, taxes and
governmental fees, brokerage fees, commissions and other transaction expenses,
costs of borrowing money, including interest expenses and extraordinary expenses
(such as litigation and indemnification expenses).
For its
investment advisory, supervisory and administrative services, each Fund will pay
monthly a fee to the Adviser at annual rates set forth in the table below
(stated as a percentage of each Fund’s respective average daily net
assets).
Fund
|
Management Fee
|
Global
X China Consumer ETF
|
0.65%
|
Global
X China Energy ETF
|
0.65%
|
Global
X China Financials ETF
|
0.65%
|
Global
X China Industrials ETF
|
0.65%
|
Global
X China Materials ETF
|
0.65%
|
Global
X China Technology ETF
|
0.65%
|
Global
X FTSE Denmark 30 ETF
|
0.50%
|
Global
X FTSE Finland 30 ETF
|
0.50%
|
Global
X FTSE Norway 30 ETF
|
0.50%
|
Global
X FTSE Poland 30 ETF
|
0.65%
|
Global
X FTSE United Arab Emirates 20 ETF
|
0.98%
|
Global
X Emerging Africa NR-40 ETF
|
0.63%
|
Global
X Pakistan KSE-30 ETF
|
0.68%
|
The
Adviser and its affiliates deal, trade and invest for their own accounts in the
types of securities in which a Fund also may invest. The Adviser does
not use inside information in making investment decisions on behalf of the
Funds.
The
Investment Advisory Agreement remains in effect for two (2) years from its
effective date and thereafter continues in effect for as long as its continuance
is specifically approved at least annually, by (1) the Board of Trustees of the
Trust, or by the vote of a majority (as defined in the 1940 Act) of the
outstanding shares of the Fund, and (ii) by the vote of a majority of the
Trustees of the Trust who are not parties to the Investment Advisory Agreement
or interested persons of the Adviser, cast in person at a meeting called for the
purpose of voting on such approval. The Investment Advisory Agreement provides
that it may be terminated at any time without the payment of any penalty, by the
Board of Trustees of the Trust or by vote of a majority of the Funds’
shareholders, on 60 calendar days written notice to the Adviser, and by the
Adviser on the same notice to the Trust and that it shall be automatically
terminated if it is assigned.
The
Investment Advisory Agreement provides that the Adviser shall not be liable to
the Funds or its shareholders for anything other than willful misfeasance, bad
faith, gross negligence or reckless disregard of its obligations or duties. The
Investment Advisory Agreement also provides that the Adviser may engage in other
businesses, devote time and attention to any other business whether of a similar
or dissimilar nature, and render investment advisory services to
others. Each Fund is newly organized and as of the date of this SAI
has not yet incurred any management fees under the Investment Advisory
Agreement.
PORTFOLIO
MANAGERS
Bruno del
Ama and Jose Gonzalez, are primarily responsible for the day-to-day management
of the Fund’s investments.
Portfolio
Manager’s Compensation
The
Adviser believes that its compensation program is competitively positioned to
attract and retain high-caliber investment professionals. Portfolio
managers receive a salary and are eligible to receive an annual bonus. The
portfolio manager’s salary compensation is designed to be competitive with the
marketplace and reflect the portfolio manager’s relative experience and
contribution to the Funds. Base salary compensation is reviewed and adjusted
annually to reflect increases in the cost of living and market
rates. The annual incentive bonus opportunity provides cash bonuses
based upon each Fund’s performance and individual contributions.
Other
Accounts Managed by Portfolio Manager
It is
anticipated that the portfolio manager will be responsible for multiple
investment accounts, including other investment companies registered under the
1940 Act. As a general matter, certain conflicts of interest may
arise in connection with the portfolio manager’s management of a Fund’s
investments, on the one hand, and the investments of other accounts for which
the portfolio manager is responsible, on the other. For example, it
is possible that the various accounts managed could have different investment
strategies that, at times, might conflict with one another to the possible
detriment of a Fund. Alternatively, to the extent that the same
investment opportunities might be desirable for more than one account, possible
conflicts could arise in determining how to allocate them. Other
potential conflicts might include conflicts created by specific portfolio
manager compensation arrangements and conflicts relating to selection of brokers
or dealers to execute a Fund’s trades. The Adviser has structured the
portfolio manager’s compensation in a manner, and the Funds and the Adviser have
adopted policies, procedures and a code of ethics, reasonably designed to
safeguard the Funds from being negatively affected as a result of any such
conflicts that may arise.
Disclosure
of Securities Ownership
As of the
date of this Statement of Additional Information, no shares of the Funds were
outstanding and the Fund’s portfolio manager
s
did not beneficially own any
shares of the Funds.
PROXY
VOTING
The Funds
have delegated proxy voting responsibilities to the Adviser, subject to the
Boards of Trustees’ oversight. In delegating proxy responsibilities, the Board
has directed that proxies be voted consistent with the Funds’ and its
shareholders' best interests and in compliance with all applicable proxy voting
rules and regulations. The Adviser has adopted its own proxy voting policies and
guidelines for this purpose ("Proxy Voting Procedures"). The Proxy Voting
Procedures address, among other things, material conflicts of interest that may
arise between the interests of the Funds and the interests of the
Adviser.
Information
on how the Funds voted proxies relating to portfolio securities during the most
recent twelve-month period ended June 30 is available (1) without charge, upon
request, by calling 1-888-843-7824 and (2) on the SEC’s website at
www.sec.gov.
SUB-ADMINISTRATOR
SEI
Investments Global Fund Services, located at Freedom Valley Drive Oaks, PA
19456, serves as Sub-Administrator to the Funds. As sub-administrator, SEI
Investments Global Fund Services provides the Funds with all 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 the preparation
and filing of all reports, registration statements, proxy statements and all
other materials required to be filed or furnished by the Funds under federal and
state securities laws. As compensation for these services, the sub-Administrator
receives certain out-of-pocket costs, transaction fees and asset-based fees
which are accrued daily and paid monthly by the Adviser from its
fees.
DISTRIBUTOR
The Trust
has entered into a Distribution Agreement under which SEI Investments
Distribution Co. (“SEI”), with principal offices at Freedom Valley Drive Oaks,
PA 19456, as agent, receives orders to create and redeem shares in Creation Unit
Aggregations and transmits such orders to the Trust’s Custodian and Transfer
Agent. The Distributor has no obligation to sell any specific
quantity of Fund shares. SEI bears the following costs and expenses relating to
the distribution of shares: (i) the costs of processing and maintaining records
of creations of Creation Units; (ii) all costs of maintaining the records
required of a registered broker/dealer; (iii) the expenses of maintaining its
registration or qualification as a dealer or broker under federal or state laws;
(iv) filing fees; and (v) all other expenses incurred in connection with the
distribution services as contemplated in the Distribution Agreement. No
compensation is payable by the Trust to SEI for such distribution services. The
Distribution Agreement provides that the Trust will indemnify SEI against
certain liabilities relating to untrue statements or omissions of material fact
except those resulting from the reliance on information furnished to the Trust
by SEI, or those resulting from the willful misfeasance, bad faith or gross
negligence of SEI, or SEI’s reckless disregard of its duties and obligations
under the Distribution Agreement. The Distributor, its affiliates and officers
have no role in determining the investment policies or which securities are to
be purchased or sold by the Trust or the Funds. The Distributor is not
affiliated with the Trust, the Adviser or any stock exchange.
Additionally,
the Adviser or its affiliates may, from time to time, and from its own
resources, pay, defray or absorb costs relating to distribution, including
payments out of its own resources to the Distributor or to otherwise promote the
sale of shares.
CUSTODIAN
AND TRANSFER AGENT
Brown
Brothers Harriman & Co., located at 40 Water Street, Boston, MA 02109,
serves as Custodian of Funds’ assets. The custodian relationship is
managed through SEI Investments Global Fund Services. As Custodian,
Brown Brothers Harriman & Co. has agreed to (1) make receipts and
disbursements of money on behalf of each Fund, (2) collect and receive all
income and other payments and distributions on account of each Fund’s portfolio
investments, (3) respond to correspondence from shareholders, security brokers
and others relating to its duties; and (4) make periodic reports to the Funds
concerning the Fund’s operations. Brown Brothers Harriman & Co. does not
exercise any supervisory function over the purchase and sale of securities. As
compensation for these services, the Custodian receives certain out-of-pocket
costs, transaction fees and asset-based fees which are accrued daily and paid
monthly by the Adviser from its fees.
As
Transfer Agent, Brown Brothers Harriman & Co. has agreed to (1) issue and
redeem shares of the Fund, (2) make dividend and other distributions to
shareholders of each Fund, (3) respond to correspondence by Funds shareholders
and others relating to its duties; (4) maintain shareholder accounts, and (5)
make periodic reports to the Funds. As compensation for these services, the
Transfer Agent receives certain out-of-pocket costs, transaction fees and
asset-based fees which are accrued daily and paid monthly by the Adviser from
its fees.
DESCRIPTION
OF SHARES
The
Declaration of Trust of the Trust (“Declaration”) permits the Trust’s Board of
Trustees to issue an unlimited number of full and fractional shares of
beneficial interest of one or more separate series representing interests in one
or more investment portfolios. The Trustees or Trust may create additional
series and each series may be divided into classes.
Under the
terms of the Declaration, each share of the Fund has a par value of $0.0001,
which represents a proportionate interest in the particular Fund with each other
share of its class in the same Fund and is entitled to such dividends and
distributions out of the income belonging to the Fund as are authorized by the
Trustees and declared by the Trust. Upon any liquidation of a Fund, shareholders
of each class of a Fund are entitled to share pro rata in the net assets
belonging to that class available for distribution. Shares do not have any
preemptive or conversion rights. The right of redemption is described in the
Prospectus. In addition, pursuant to the terms of the 1940 Act, the right of a
shareholder to redeem shares and the date of payment by the Fund may be
suspended for more than seven days (i) for any period during which the New York
Stock Exchange is closed, other than the customary weekends or holidays, or
trading in the markets the Fund normally utilizes is closed or is restricted as
determined by the SEC, (ii) during any emergency, as determined by the SEC, as a
result of which it is not reasonably practicable for the Fund to dispose of
instruments owned by it or fairly to determine the value of its net assets, or
(iii) for such other period as the SEC may by order permit for the protection of
the shareholders of the Fund. The Trust also may suspend or postpone the
recording of the transfer of its shares upon the occurrence of any of the
foregoing conditions. In addition, shares of each Fund are redeemable at the
unilateral option of the Trust. The Declaration permits the Board to alter the
number of shares constituting a Creation Unit or to specify that shares of
beneficial interest of the Trust may be individually redeemable. Shares when
issued as described in the Prospectus are validly issued, fully paid and
nonassessable. In the interests of economy and convenience, certificates
representing shares of the Funds are not issued.
Following
the creation of the initial Creation Unit Aggregation(s) of a Fund and
immediately prior to the commencement of trading in such Fund’s shares, a holder
of shares may be a “control person” of the Fund, as defined in the 1940 Act. A
Fund cannot predict the length of time for which one or more shareholders may
remain a control person of the Fund.
The
proceeds received by each Fund for each issue or sale of its shares, and all net
investment income, realized and unrealized gain and proceeds thereof, subject
only to the rights of creditors of that Fund, will be specifically allocated to
and constitute the underlying assets of that Fund. The underlying assets of each
Fund will be segregated on the books of account, and will be charged with the
liabilities in respect to that Fund and with a share of the general liabilities
of the Trust. Expenses with respect to the Funds normally are allocated in
proportion to the NAV of the respective Fund except where allocations of direct
expenses can otherwise be fairly made.
Shareholders
are entitled to one vote for each full share held and proportionate fractional
votes for fractional shares held. Each Fund and other funds of the Trust
entitled to vote on a matter will vote in the aggregate and not by Fund, except
as required by law or when the matter to be voted on affects only the interests
of shareholders of a particular Fund or class.
Rule
18f-2 under the 1940 Act provides that any matter required by the provisions of
the 1940 Act or applicable state law, or otherwise, to be submitted to the
holders of the outstanding voting securities of an investment company such as
the Trust shall not be deemed to have been effectively acted upon unless
approved by the holders of a majority of the outstanding shares of each
investment portfolio affected by such matter. Rule 18f-2 further provides that
an investment portfolio shall be deemed to be affected by a matter unless the
interests of each investment portfolio in the matter are substantially identical
or the matter does not affect any interest of the investment portfolio. Under
the Rule, the approval of an investment advisory agreement, a distribution plan
subject to Rule 12b-1 under the 1940 Act or any change in the fundamental
investment policy would be effectively acted upon with respect to an investment
portfolio only if approved by a majority of the outstanding shares of such
investment portfolio. However, the Rule also provides that the ratification of
the appointment of independent accountants, the approval of principal
underwriting contracts and the election of Trustees are exempt from the separate
voting requirements stated above.
The Trust
is not required to hold annual meetings of shareholders and does not intend to
hold such meetings. In the event that a meeting of shareholders is held, each
share of the Trust will be entitled, as determined by the Trustees without the
vote or consent of shareholders to one vote for each share represented by such
shares on all matters presented to shareholders, including the election of
Trustees (this method of voting being referred to as “dollar-based voting”).
However, to the extent required by the 1940 Act or otherwise determined by the
Trustees, series and classes of the Trust will vote separately from each other.
Shareholders of the Trust do not have cumulative voting rights in the election
of Trustees and, accordingly, the holders of more than 50% of the aggregate
voting power of the Trust may elect all of the Trustees, irrespective of the
vote of the other shareholders. Meetings of shareholders of the
Trust, or any series or class thereof, may be called by the Trustees, the
President or Secretary of the Trust or upon the written request of holders of at
least a majority of the shares entitled to vote at such meeting. The
shareholders of the Trust will have voting rights only with respect to the
limited number of matters specified in the Declaration and such other matters as
the Trustees may determine or may be required by law.
The
Declaration authorizes the Trustees, without shareholder approval (except as
stated in the next paragraph), to cause the Trust, or any series thereof, to
merge or consolidate with any corporation, association, trust or other
organization or sell or exchange all or substantially all of the property
belonging to the Trust, or any series thereof. In addition, the Trustees,
without shareholder approval, may adopt a “master-feeder” structure by investing
substantially all of the assets of a series of the Trust in the securities of
another open-end investment company or pooled portfolio.
The
Declaration also authorizes the Trustees, in connection with the termination or
other reorganization of the Trust or any series or class by way of merger,
consolidation, the sale of all or substantially all of the assets, or otherwise,
to classify the shareholders of any class into one or more separate groups and
to provide for the different treatment of shares held by the different groups,
provided that such termination or reorganization is approved by a majority of
the outstanding voting securities (as defined in the 1940 Act) of each group of
shareholders that are so classified.
The
Declaration permits the Trustees to amend the Declaration without a shareholder
vote. However, shareholders of the Trust have the right to vote on any
amendment: (i) that would adversely affect the voting rights of shareholders
specified in the Declaration; (ii) that is required by law to be approved by
shareholders; (iii) to the amendment section of the Declaration; or (iv) that
the Trustees determine to submit to shareholders.
The
Declaration permits the termination of the Trust or of any series or class of
the Trust: (i) by a majority of the affected shareholders at a meeting of
shareholders of the Trust, series or class; or (ii) by a majority of the
Trustees without shareholder approval if the Trustees determine that such action
is in the best interest of the Trust or its shareholders. The factors and events
that the Trustees may take into account in making such determination include:
(i) the inability of the Trust or any series or class to maintain its assets at
an appropriate size; (ii) changes in laws or regulations governing the Trust, or
any series or class thereof, or affecting assets of the type in which it
invests; or (iii) economic developments or trends having a significant adverse
impact on their business or operations.
In the
event of a termination of the Trust or a Fund, the Board, in its sole
discretion, could determine to permit the shares to be redeemable in
aggregations smaller than Creation Unit Aggregations or to be individually
redeemable. In such circumstance, the Trust may make redemptions in-kind, for
cash, or for a combination of cash or securities.
The
Declaration provides that the Trustees will not be liable to any person other
than the Trust or a shareholder and that a Trustee will not be liable for any
act as a Trustee. Additionally, subject to applicable federal law, no
person who is or who has been a Trustee or officer of the Trust shall be liable
to the Trust or to any shareholder for money damages except for liability
resulting from (a) actual receipt of an improper benefit or profit in money,
property or services or (b) active and deliberate dishonesty established by a
final judgment and which is material to the cause of action. However, nothing in
the Declaration protects a Trustee against any liability to which he or she
would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his or
her office. The Declaration provides for indemnification of Trustees
and officers of the Trust unless the indemnitee is liable to the Trust or any
shareholder by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of such person’s
office.
The
Declaration provides that each shareholder, by virtue of becoming such, will be
held to have expressly assented and agreed to the terms of the
Declaration.
The
Declaration provides that a shareholder of the Trust may bring a derivative
action on behalf of the Trust only if the following conditions are met: (i) the
shareholder was a shareholder at the time of the action complained of; (ii) the
shareholder was a shareholder at the time demand is made; (iii) the shareholder
must make demand to the Trustees before commencing at derivative action on
behalf of the Trust; (iv) any shareholders that hold at least 10% of
the outstanding shares of the Trust (or 10% of the outstanding shares of the
series or class to which such action relates) must join in the request for the
Trustees to commence such action; and (v) the Trustees must be afforded a
reasonable amount of time to consider such shareholder request and to
investigate the basis of such claim. The Declaration also provides
that no person, other than the Trustees, who is not a shareholder of a
particular series or class shall be entitled to bring any derivative action,
suit or other proceeding on behalf of or with respect to such series or
class. The Trustees will be entitled to retain counsel or other
advisers in considering the merits of the request and will require an
undertaking by the shareholders making such request to reimburse the Trust for
the expense of any such advisers in the event that the Trustees determine not to
bring such action.
The term
“majority of the outstanding shares” of either the Trust or a particular Fund or
investment portfolio means, with respect to the approval of an investment
advisory agreement, a distribution plan or a change in the Fundamental
investment policy, the vote of the lesser of (i) 67% or more of the shares of
the Trust or such Fund or portfolio present at a meeting, if the holders of more
than 50% of the outstanding shares of the Trust or such Fund or portfolio are
present or represented by proxy, or (ii) more than 50% of the outstanding shares
of the Trust or such Fund or portfolio.
BOOK-ENTRY
ONLY SYSTEM
The
following information supplements and should be read in conjunction with the
Shareholder Information section in the Prospectus. The Depository Trust Company
(“DTC”) Acts as Securities Depository for the Shares of the Trust. Shares of
each Fund are represented by securities registered in the name of DTC or its
nominee and deposited with, or on behalf of, DTC.
DTC, a
limited-purpose trust company, was created to hold securities of its
participants (the “DTC Participants”) and to facilitate the clearance and
settlement of securities transactions among the DTC Participants in such
securities through electronic book-entry changes in accounts of the DTC
Participants, thereby eliminating the need for physical movement of securities’
certificates. DTC Participants include securities brokers and dealers, banks,
trust companies, clearing corporations and certain other organizations, some of
whom (and/or their representatives) own DTC. More specifically, DTC is a
subsidiary of the Depository Trust and Clearing Corporation (“DTCC”), which is
owned by its member firms including international broker/dealers, correspondent
and clearing banks, mutual fund companies and investment banks. Access to the
DTC system is also available to others such as banks, brokers, dealers and Trust
companies that clear through or maintain a custodial relationship with a DTC
Participant, either directly or indirectly (the “Indirect
Participants”).
Beneficial
ownership of shares is limited to DTC Participants, Indirect Participants and
persons holding interests through DTC Participants and Indirect Participants.
Ownership of beneficial interests in shares (owners of such beneficial interests
are referred to herein as “Beneficial Owners”) is shown on, and the transfer of
ownership is effected only through, records maintained by DTC (with respect to
DTC Participants) and on the records of DTC Participants (with respect to
Indirect Participants and Beneficial Owners that are not DTC Participants).
Beneficial Owners will receive from or through the DTC Participant a written
confirmation relating to their purchase of shares. The laws of some
jurisdictions may require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such laws may impair the ability
of certain investors to acquire beneficial interests in shares.
Beneficial
Owners of shares are not entitled to have shares registered in their names, will
not receive or be entitled to receive physical delivery of certificates in
definitive form and are not considered the registered holder thereof.
Accordingly, each Beneficial Owner must rely on the procedures of DTC, the DTC
Participant and any Indirect Participant through which such Beneficial Owner
holds its interests, to exercise any rights of a holder of shares. The Trust
understands that under existing industry practice, in the event the Trust
requests any action of holders of shares, or a Beneficial Owner desires to take
any action that DTC, as the record owner of all outstanding shares, is entitled
to take, DTC would authorize the DTC Participants to take such action and that
the DTC Participants would authorize the Indirect Participants and Beneficial
Owners acting through such DTC Participants to take such action and would
otherwise act upon the instructions of Beneficial Owners owning through them. As
described above, the Trust recognizes DTC or its nominee as the owner of all
shares for all purposes.
Conveyance
of all notices, statements and other communications to Beneficial Owners is
effected as follows. Pursuant to the Depositary Agreement between the Trust and
DTC, DTC is required to make available to the Trust upon request and for a fee
to be charged to the Trust a listing of the share holdings of each DTC
Participant. The Trust shall inquire of each such DTC Participant as to the
number of Beneficial Owners holding shares of the Funds, directly or indirectly,
through such DTC Participant. The Trust shall provide each such DTC Participant
with copies of such notice, statement or other communication, in such form,
number and at such place as such DTC Participant may reasonably request, in
order that such notice, statement or communication may be transmitted by such
DTC Participant, directly or indirectly, to such Beneficial Owners. In addition,
the Trust shall pay to each such DTC Participant a fair and reasonable amount as
reimbursement for the expenses attendant to such transmittal, all subject to
applicable statutory and regulatory requirements.
Share
distributions shall be made to DTC or its nominee, Cede & Co., as the
registered holder of all shares of the Trust. DTC or its nominee, upon receipt
of any such distributions, shall credit immediately DTC Participants’ accounts
with payments in amounts proportionate to their respective beneficial interests
in shares as shown on the records of DTC or its nominee. Payments by DTC
Participants to Indirect Participants and Beneficial Owners of shares held
through such DTC Participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in a “street name,” and will be the
responsibility of such DTC Participants. The Trust has no responsibility or
liability for any aspects of the records relating to or notices to Beneficial
Owners, or payments made on account of beneficial ownership interests in such
shares, or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests or for any other aspect of the relationship
between DTC and the DTC Participants or the relationship between such DTC
Participants and the Indirect Participants and Beneficial Owners owning through
such DTC Participants.
DTC may
determine to discontinue providing its service with respect to shares of the
Trust at any time by giving reasonable notice to the Trust and discharging its
responsibilities with respect thereto under applicable law. Under such
circumstances, the Trust shall take action either to find a replacement for DTC
to perform its functions at a comparable cost or, if such a replacement is
unavailable, to issue and deliver printed certificates representing ownership of
shares, unless the Trust makes other arrangements with respect thereto
satisfactory to the Exchange on which shares are listed.
PURCHASE
AND REDEMPTION OF CREATION UNITS
CREATION
UNIT AGGREGATIONS
The Trust
issues and sells shares of each Fund only in Creation Unit Aggregations. The
Board reserves the right to declare a split or a consolidation in the number of
shares outstanding of any Fund of the Trust, and to make a corresponding change
in the number of shares constituting a Creation Unit, in the event that the per
share price in the secondary market rises (or declines) to an amount that falls
outside the range deemed desirable by the Board.
PURCHASE
AND ISSUANCE OF CREATION UNIT AGGREGATIONS
General.
The Trust
issues and sells shares of each Fund only in Creation Units on a continuous
basis through the Distributor, without a sales load, at the Fund’s NAV next
determined after receipt, on any Business Day (as defined herein), of an order
in proper form.
A
“Business Day” with respect to each Fund is any day on which the NYSE, the
Fund’s Exchange and the Fund’s Custodian is open for business. As of the date of
this Additional Statement, the Exchange observes the following holidays: New
Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day and Christmas
Day.
Portfolio Deposit.
The
consideration for purchase of a Creation Unit of shares of a Fund
(except for
Global
X FTSE United Arab Emirates 20 ETF and Global X Emerging Africa NR-40 ETF, which
will make creations substantially (e.g., approximately over 50%) in U.S. dollars
and the remainder in-kind)
generally
consists of the in-kind deposit of a designated portfolio of equity securities
(the “Deposit Securities”) constituting an optimized representation of the
Fund’s Underlying Index and an amount of cash in U.S. dollars computed as
described below (the “Cash Component”). Together, the Deposit Securities and the
Cash Component constitute the “Portfolio Deposit,” which represents the minimum
initial and subsequent investment amount for a Creation Unit of the Fund. The
Cash Component is an amount equal to the Balancing Amount (as defined below).
The “Balancing Amount” is an amount equal to the difference between (x) the net
asset value (per Creation Unit) of the Fund and (y) the “Deposit Amount” which
is the market value (per Creation Unit) of the Deposit Securities. The Balancing
Amount serves the function of compensating for any differences between the net
asset value per Creation Unit and the Deposit Amount. If the Balancing Amount is
a positive number (
i.e.
, the net asset value per
Creation Unit is more than the Deposit Amount), the Authorized Participant will
deliver the Balancing Amount. If the Balancing Amount is a negative number
(
i.e.
, the net asset
value per Creation Unit is less than the Deposit Amount), the Authorized
Participant will receive the Balancing Amount. Payment of any stamp duty or
other similar fees and expenses payable upon transfer of beneficial ownership of
the Deposit Securities shall be the sole responsibility of the Authorized
Participant that purchased the Creation Unit. The Authorized Participant must
ensure that all Deposit Securities properly denote change in beneficial
ownership.
The
Adviser makes available through the National Securities Clearing Corporation
(“NSCC”) on each Business Day, prior to the opening of business on the Exchange
(currently 9:30 a.m., Eastern Time), the list of the names and the required
number of shares of each Deposit Security to be included in the current
Portfolio Deposit (based on information at the end of the previous Business Day)
for each Fund. Such Portfolio Securities are applicable, subject to any
adjustments as described below, to purchases of Creation Units of a given Fund
until such time as the next-announced Deposit Securities composition is made
available.
The
identity and number of shares of the Deposit Securities required for a Portfolio
Deposit for each Fund changes pursuant to changes in the composition of the
Fund’s Portfolio and as rebalancing adjustments and corporate action events are
reflected from time to time by the Adviser with a view to the investment
objective of the Fund. The composition of the Deposit Securities may also change
in response to adjustments to the weighting or composition of the securities
constituting the Underlying Index.
In
addition, the Trust reserves the right to permit or require the substitution of
an amount of cash (that is a “cash in lieu” amount) to be added to the Cash
Component to replace any Deposit Security which may not be available in
sufficient quantity for delivery or that may not be eligible for transfer
through the systems of DTC or the Clearing Process (discussed below) or for
other similar reasons. The Trust also reserves the right to permit or require a
“cash in lieu” amount where the delivery of Deposit Securities by the Authorized
Participant (as described below) would be restricted under the securities laws
or where delivery of Deposit Securities to the Authorized Participant would
result in the disposition of Deposit Securities by the Authorized Participant
becoming restricted under the securities laws, and in certain other situations.
The adjustments described above will reflect changes, known to the Adviser on
the date of announcement to be in effect by the time of delivery of the
Portfolio Deposit, in the composition of the Underlying Index, or resulting from
stock splits and other corporate actions.
In
addition to the list of names and numbers of securities constituting the current
Deposit Securities of a Portfolio Deposit, on each Business Day, the Cash
Component effective through and including the previous Business Day, per
outstanding Creation Unit of each Fund, will be made available.
Role of the Authorized Participant.
Creation Units of shares may be purchased only by or through a DTC
Participant that has entered into an Authorized Participant Agreement with the
Distributor (an Authorized Participant). Such Authorized Participant will agree
pursuant to the terms of such Authorized Participant Agreement on behalf of
itself or any investor on whose behalf it will act, as the case may be, to
certain conditions, including that such Authorized Participant will make
available in advance of each purchase of Creation Units an amount of cash
sufficient to pay the Cash Component, once the net asset value of a Creation
Unit is next determined after receipt of the purchase order in proper form,
together with the transaction fee described below. The Authorized Participant
may require the investor to enter into an agreement with such Authorized
Participant with respect to certain matters, including payment of the Cash
Component. Investors who are not Authorized Participants must make appropriate
arrangements with an Authorized Participant. Investors should be aware that
their particular broker may not be a DTC Participant or may not have executed an
Authorized Participant Agreement, and that therefore orders to purchase Creation
Units may have to be placed by the investor’s broker through an Authorized
Participant. As a result, purchase orders placed through an Authorized
Participant may result in additional charges to such investor. The Trust does
not expect to enter into an Authorized Participant Agreement with more than a
small number of DTC Participants that have international capabilities. A list of
the current Authorized Participants may be obtained from the
Distributor.
Purchase Order.
To initiate an
order for a Creation Unit of shares of a Fund, the Authorized Participant must
submit to the Distributor an irrevocable order to purchase shares of the Funds.
With respect to a Fund, the Distributor will notify the Adviser and the
Custodian of such order. The Custodian will then provide such information to the
appropriate local sub-custodian(s). The Custodian shall cause the appropriate
local sub-custodian(s) of the Fund to maintain an account into which the
Authorized Participant shall deliver, on behalf of itself or the party on whose
behalf it is acting, the securities included in the designated Portfolio Deposit
(or the cash value of all or a part of such securities, in the case of a
permitted or required cash purchase or “cash in lieu” amount), with any
appropriate adjustments as advised by the Trust. Deposit Securities must be
delivered to an account maintained at the applicable local sub-custodian. Those
placing orders to purchase Creation Units through an Authorized Participant
should allow sufficient time to permit proper submission of the purchase order
to the Distributor by the Cut-Off Time (as defined below) on such Business
Day.
The
Authorized Participant must also make available on or before the contractual
settlement date, by means satisfactory to the Trust, immediately available or
same day funds in U.S. dollars estimated by the Trust to be sufficient to pay
the Cash Component next determined after acceptance of the purchase order,
together with the applicable purchase transaction fee. Any excess funds will be
returned following settlement of the issue of the Creation Unit. Those placing
orders should ascertain the applicable deadline for cash transfers by contacting
the operations department of the broker or depositary institution effectuating
the transfer of the Cash Component. This deadline is likely to be significantly
earlier than the closing time of the regular trading session on the
Exchange.
Investors
should be aware that an Authorized Participant may require orders for purchases
of shares placed with it to be in the particular form required by the individual
Authorized Participant.
Timing of Submission of Purchase
Orders.
An Authorized Participant must submit an irrevocable purchase
order no later than the earlier of (i) 4:00 p.m., Eastern Time or (ii) the
closing time of the trading session on the relevant Fund’s Exchange, on any
Business Day in order to receive that Business Day’s NAV.
Acceptance of Purchase Order.
Subject to the conditions that (i) an irrevocable purchase order has been
submitted by the Authorized Participant (either on its own or another investor’s
behalf) and (ii) arrangements satisfactory to the Trust are in place for payment
of the Cash Component and any other cash amounts which may be due, the Trust
will accept the order, subject to its right (and the right of the Distributor
and the Adviser) to reject any order until acceptance.
Once the
Trust has accepted an order, upon next determination of the NAV of the shares,
the Trust will confirm the issuance of a Creation Unit of the Fund, against
receipt of payment, at such NAV. The Distributor will then transmit a
confirmation of acceptance to the Authorized Participant that placed the
order.
The Trust
reserves the absolute right to reject or revoke acceptance of a purchase order
transmitted to it by the Distributor in respect of any Fund if (a) the order is
not in proper form; (b) the investor(s), upon obtaining the shares ordered,
would own 80% or more of the currently outstanding shares of any Fund; (c) the
Deposit Securities delivered do not conform to the identify and number of shares
disseminated through the facilities of the NSCC for that date by the Adviser, as
described above; (d) acceptance of the Deposit Securities would have certain
adverse tax consequences to the Fund; (e) the acceptance of the Portfolio
Deposit would, in the opinion of counsel, be unlawful; (f) the acceptance of the
Portfolio Deposit would otherwise, in the discretion of the Trust or the
Adviser, have an adverse effect on the Trust or the rights of beneficial owners;
or (g) in the event that circumstances outside the control of the Trust, the
Distributor and the Adviser make it for all practical purposes impossible to
process purchase orders. Examples of such circumstances include acts of God;
public service or utility problems resulting in telephone, telecopy or computer
failures; fires, floods or extreme weather conditions; market conditions or
activities causing trading halts; systems failures involving computer or other
informational systems affecting the Trust, the Distributor, DTC, NSCC, the
Adviser, the Funds’ Custodian, a sub-custodian or any other participant in the
creation process; and similar extraordinary events. The Trust shall notify a
prospective purchaser and/or the Authorized Participant acting on behalf of such
person of its rejection of the order of such person. The Trust, the Fund’s
Custodian, any sub-custodian and the Distributor are under no duty, however, to
give notification of any defects or irregularities in the delivery of Portfolio
Deposits nor shall either of them incur any liability for the failure to give
any such notification.
Issuance of a Creation Unit.
Except as provided herein, a Creation Unit of shares of a Fund will not
be issued until the transfer of good title to the Trust of the Deposit
Securities and the payment of the Cash Component have been completed. When the
applicable local sub-custodian(s) have confirmed to the Custodian that the
required securities included in the Portfolio Deposit (or the cash value
thereof) have been delivered to the account of the applicable local
sub-custodian or sub-custodians, the Distributor and the Adviser shall be
notified of such delivery, and the Trust will issue, and cause the delivery of
the Creation Unit. Creation Units typically are issued on a “T+3 basis” (that is
three Business Days after trade date). However, as discussed in Appendix A, the
Fund reserves the right to settle Creation Unit transactions on a basis other
than T+3 in order to accommodate foreign market holiday schedules, to account
for different treatment among foreign and U.S. markets of dividend record dates
and ex-dividend dates (that is the last day the holder of a security can sell
the security and still receive dividends payable on the security), and in
certain other circumstances.
To the
extent contemplated by an Authorized Participant’s agreement with the
Distributor, the Trust will issue Creation Units to such Authorized Participant
notwithstanding the fact that the corresponding Portfolio Deposits have not been
received in part or in whole, in reliance on the undertaking of the Authorized
Participant to deliver the missing Deposit Securities as soon as possible, which
undertaking shall be secured by such Authorized Participant’s delivery and
maintenance of collateral having a value at least equal to 110%, which the
Adviser may change from time to time, of the value of the missing Deposit
Securities in accordance with the Trust’s then-effective procedures. Such
collateral must be delivered no later than 2:00 p.m., Eastern Time, on the
contractual settlement date. The only collateral that is acceptable to the Trust
is cash in U.S. Dollars or an irrevocable letter of credit in form, and drawn on
a bank, that is satisfactory to the Trust. The cash collateral posted by the
Authorized Participant may be invested at the risk of the Authorized
Participant, and income, if any, on invested cash collateral will be paid to
that Authorized Participant. Information concerning the Trust’s current
procedures for collateralization of missing Deposit Securities is available from
the Distributor. The Authorized Participant Agreement will permit the Trust to
buy the missing Deposit Securities at any time and will subject the Authorized
Participant to liability for any shortfall between the cost to the Trust of
purchasing such securities and the cash collateral or the amount that may be
drawn under any letter of credit.
In
certain cases, Authorized Participants will create and redeem Creation Units on
the same trade date. In these instances, the Trust reserves the right to settle
these transactions on a net basis. All questions as to the number of shares of
each security in the Deposit Securities and the validity, form, eligibility and
acceptance for deposit of any securities to be delivered shall be determined by
the Trust, and the Trust’s determination shall be final and
binding.
Cash Purchase Method.
When
cash purchases of Creation Units are available or specified for the Fund, they
will be effected in essentially the same manner as in-kind purchases
thereof. It is anticipated that the Global X FTSE United Arab
Emirates 20 ETF and Global X Emerging Africa NR-40 ETF will make creations and
redemptions substantially (e.g., approximately over 50%) in U.S. dollars and the
remainder in-kind. The Trust may in the future permit or require
creations and redemptions of Global X FTSE United Arab Emirates 20 ETF and
Global X Emerging Africa NR-40 ETF in-kind. In addition, the Trust may in its
discretion make Creation Units of any of the other funds available for purchase
and redemption in U.S. dollars. In the case of a cash purchase, the investor
must pay the cash equivalent of the Deposit Securities it would otherwise be
required to provide through an in-kind purchase, plus the same Cash Component
required to be paid by an in-kind purchaser. In addition, to offset the Trust’s
brokerage and other transaction costs associated with using the cash to purchase
the requisite Deposit Securities, the investor will be required to pay a fixed
purchase transaction fee, plus an additional variable charge for cash purchases,
which is expressed as a percentage of the value of the Deposit Securities. The
transaction fees for in-kind and cash purchases of Creation Units are described
below.
Purchase Transaction Fee.
A
purchase transaction fee payable to the Trust is imposed to compensate the Trust
for the transfer and other transaction costs of the Fund associated with the
issuance of Creation Units. Purchasers of Creation Units for cash are required
to pay an additional variable charge to compensate the relevant Fund for
brokerage and market impact expenses relating to investing in portfolios
securities. Where the Trust permits an in-kind purchaser to substitute cash in
lieu of depositing a portion of the Deposit Securities, the purchaser will be
assessed the additional variable charge for cash purchases on the “cash in lieu”
portion of its investment. Purchasers of Creation Units are responsible for the
costs of transferring the securities constituting the Deposit Securities to the
account of the Trust. Investors who use the services of a broker, or other such
intermediary may be charged a fee for such services. The purchase transaction
fees for in-kind purchases and cash purchases (when available) are listed in the
table below. This table is subject to revision from time to
time.
Fund
|
Fee for In-Kind and Cash
Purchases
|
Maximum Additional Variable Charge for Cash
Purchases*
|
Global
X China Consumer ETF
|
$2,300
|
3%
|
Global
X China Energy ETF
|
$2,300
|
3%
|
Global
X China Financials ETF
|
$2,300
|
3%
|
Global
X China Industrials ETF
|
$2,300
|
3%
|
Global
X China Materials ETF
|
$2,300
|
3%
|
Global
X China Technology ETF
|
$2,300
|
3%
|
Global
X FTSE Denmark 30 ETF
|
$1,500
|
3%
|
Global
X FTSE Finland 30 ETF
|
$1,500
|
3%
|
Global
X FTSE Norway 30 ETF
|
$1,500
|
3%
|
Global
X FTSE Poland 30 ETF
|
$2,100
|
3%
|
Global
X FTSE United Arab Emirates 20 ETF
|
$2,700
|
3%
|
Global
X Emerging Africa NR-40 ETF
|
$3,900
|
3%
|
Global
X Pakistan KSE-30 ETF
|
$3,600
|
3%
|
_____________
*
|
As
a percentage of the value of the amount
invested
|
REDEMPTION
OF CREATION UNITS
Shares of
the Fund may be redeemed only in Creation Units at their NAV next determined
after receipt of a redemption request in proper form by the Distributor. The
Trust will not redeem shares in amounts less than Creation Units. Beneficial
owners also may sell shares in the secondary market, but must accumulate enough
shares to constitute a Creation Unit in order to have such shares redeemed by
the Trust. There can be no assurance, however, that there will be sufficient
liquidity in the public trading market at any time to permit assembly of a
Creation Unit. Investors should expect to incur brokerage and other costs in
connection with assembling a sufficient number of shares to constitute a
redeemable Creation Unit.
With
respect to each Fund the Adviser makes available through the NSCC prior to the
opening of business on the Exchange (currently 9:30 a.m., Eastern Time) on each
Business Day, the identity and number of shares that will be applicable (subject
to possible amendment or correction) to redemption requests received in proper
form (as defined below) on that day (“Portfolio Securities”). Portfolio
Securities received on redemption may not be identical to Deposit Securities
that are applicable to creation of Creation Units. Unless cash redemptions are
available or specified for a Fund, the redemption proceeds for a Creation Unit
generally consist of Portfolio Securities on the Business Day of the request for
redemption, plus cash in an amount equal to the difference between the NAV of
the shares being redeemed, as next determined after a receipt of a request in
proper form, and the value of the Portfolio Securities, less the redemption
transaction fee described below. The redemption transaction fee described below
is deducted from such redemption proceeds.
A
redemption transaction fee payable to the Trust is imposed to offset transfer
and other transaction costs that may be incurred by the relevant Fund, including
market impact expenses relating to disposing of portfolio securities. The
redemption transaction fee for redemptions in kind and for cash and the
additional variable charge for cash redemptions (when cash redemptions are
available or specified) are listed in the table below. Investors will also bear
the costs of transferring the Portfolio Deposit from the Trust to their account
or on their order. Investors who use the services of a broker or other such
intermediary may be charged a fee for such services.
Fund
|
Fee for In-Kind and Cash
Redemptions
|
Maximum Additional Variable Charge for Cash
Redemptions*
|
Global
X China Consumer ETF
|
$2,300
|
2%
|
Global
X China Energy ETF
|
$2,300
|
2%
|
Global
X China Financials ETF
|
$2,300
|
2%
|
Global
X China Industrials ETF
|
$2,300
|
2%
|
Global
X China Materials ETF
|
$2,300
|
2%
|
Global
X China Technology ETF
|
$2,300
|
2%
|
Global
X FTSE Denmark 30 ETF
|
$1,500
|
2%
|
Global
X FTSE Finland 30 ETF
|
$1,500
|
2%
|
Global
X FTSE Norway 30 ETF
|
$1,500
|
2%
|
Global
X FTSE Poland 30 ETF
|
$2,100
|
2%
|
Global
X FTSE United Arab Emirates 20 ETF
|
$2,700
|
2%
|
Global
X Emerging Africa NR-40 ETF
|
$3,900
|
2%
|
Global
X Pakistan KSE-30 ETF
|
$3,600
|
2%
|
_____________
*
|
As
a percentage of the value of the amount
invested
|
Redemption
requests in respect of Creation Units must be submitted to the Distributor by or
through an Authorized Participant. Investors other than Authorized Participants
are responsible for making arrangements for a redemption request through an
Authorized Participant. An Authorized Participant must submit an irrevocable
redemption request no later than the earlier of (i) 4:00 p.m., Eastern Time or
(ii) the closing time of the trading session on the relevant Fund’s Exchange, on
any Business Day in order to receive that Business Day’s NAV.
The
Distributor will provide a list of current Authorized Participants upon request.
The Authorized Participant must transmit the request for redemption, in the form
required by the Trust, to the Distributor in accordance with procedures set
forth in the Authorized Participant Agreement. Investors should be aware that
their particular broker may not have executed an Authorized Participant
Agreement, and that, therefore, requests to redeem Creation Units may have to be
placed by the investor’s broker through an Authorized Participant who has
executed an Authorized Participant Agreement. At any given time there will be
only a limited number of broker-dealers that have executed an Authorized
Participant Agreement. Investors making a redemption request should be aware
that such request must be in the form specified by such Authorized Participant.
Investors making a request to redeem Creation Units should allow sufficient time
to permit proper submission of the request by an Authorized Participant and
transfer of the shares to the Trust’s Transfer Agent; such investors should
allow for the additional time that may be required to effect redemptions through
their banks, brokers or other financial intermediaries if such intermediaries
are not Authorized Participants.
Orders to
redeem Creation Unit Aggregations of funds based on foreign indexes must be
delivered through an Authorized Participant that has executed an Authorized
Participant Agreement. Investors other than Authorized Participants are
responsible for making arrangements for a redemption request to be made through
an Authorized Participant. An order to redeem Creation Unit Aggregations of the
Fund is deemed received by the Trust on the Business Day if: (i) such order is
received by the Fund’s Distributor not later than the closing time of the
applicable Exchange on the applicable Business Day; (ii) such order is
accompanied or followed by the requisite number of shares of the Fund specified
in such order, which delivery must be made through DTC to the Fund’s Custodian
no later than 10:00 a.m., Eastern Time, on the next Business Day following the
day the order was transmitted; and (iii) all other procedures set forth in the
Authorized Participant Agreement are properly followed. Deliveries of Fund
securities to redeeming investors generally will be made within three Business
Days. Due to the schedule of holidays in certain countries, however, the
delivery of in-kind redemption proceeds for the Fund may take longer than three
Business Days after the day on which the redemption request is received in
proper form. In such cases, the local market settlement procedures will not
commence until the end of the local holiday periods as described in Appendix
A.
A
redemption request is considered to be in “proper form” if (i) an Authorized
Participant has transferred or caused to be transferred to the Trust’s Transfer
Agent the Creation Unit of shares being redeemed through the book-entry system
of DTC so as to be effective by the Exchange closing time on any Business Day
and (ii) a request in form satisfactory to the Trust is received by the
Distributor from the Authorized Participant on behalf of itself or another
redeeming investor within the time periods specified above. If the Transfer
Agent does not receive the investor’s shares through DTC’s facilities by 10:00
a.m., Eastern Time, on the Business Day next following the day that the
redemption request is received, the redemption request shall be rejected.
Investors should be aware that the deadline for such transfers of shares through
the DTC system may be significantly earlier than the close of business on the
Exchange. Those making redemption requests should ascertain the deadline
applicable to transfers of shares through the DTC system by contacting the
operations department of the broker or depositary institution effecting the
transfer of the shares.
Upon
receiving a redemption request, the Distributor shall notify the Trust and the
Trust’s Transfer Agent of such redemption request. The tender of an investor’s
shares for redemption and the distribution of the cash redemption payment in
respect of Creation Units redeemed will be effected through DTC and the relevant
Authorized Participant to the beneficial owner thereof as recorded on the
book-entry system of DTC or the DTC Participant through which such investor
holds, as the case may be, or by such other means specified by the Authorized
Participant submitting the redemption request.
In
connection with taking delivery of shares of Portfolio Securities upon
redemption of shares of a Fund, a redeeming Beneficial Owner, or Authorized
Participant acting on behalf of such Beneficial Owner, must maintain appropriate
security arrangements with a qualified broker-dealer, bank or other custody
providers in each jurisdiction in which any of the Portfolio Securities are
customarily traded, to which account such Portfolio Securities will be
delivered.
Deliveries
of redemption proceeds by the Fund generally will be made within three Business
Days (that is “T+3”). However, as discussed in Appendix A, the Fund reserves the
right to settle redemption transactions and deliver redemption proceeds on a
basis other than T+3 to accommodate foreign market holiday schedules, to account
for different treatment among foreign and U.S. markets of dividend record dates
and dividend ex-dates (that is the last date the holder of a security can sell
the security and still receive dividends payable on the security sold), and in
certain other circumstances. For each country relating to the Fund, Appendix A
hereto identifies the instances where more than seven days would be needed to
deliver redemption proceeds. Pursuant to an order of the SEC, in respect of the
Fund, the Trust will make delivery of in-kind redemption proceeds within the
number of days stated in Appendix A to be the maximum number of days necessary
to deliver redemption proceeds.
If
neither the redeeming Beneficial Owner nor the Authorized Participant acting on
behalf of such redeeming Beneficial Owner has appropriate arrangements to take
delivery of the portfolio securities in the applicable jurisdiction and it is
not possible to make other such arrangements, or if it is not possible to effect
deliveries of the Portfolio Securities in such jurisdiction, the Trust may in
its discretion redeem such shares in cash, and the redeeming Beneficial Owner
will be required to receive its redemption proceeds in cash. In addition, an
investor may request a redemption in cash that the Trust may, in its sole
discretion, permit. In either case, the investor will receive a cash payment
equal to the net asset value of its shares based on the NAV of shares of the
relevant Fund next determined after the redemption request is received in proper
form (minus a redemption transaction fee and additional variable charge for cash
redemptions specified above, to offset the Trust’s brokerage and other
transaction costs associated with the disposition of Portfolio Securities). The
Trust may also, in its sole discretion, upon request of a shareholder, provide
such redeemer a portfolio of securities that differ from the exact composition
of the Portfolio Securities but does not differ in NAV. Redemptions of shares
for Deposit Securities will be subject to compliance with applicable U.S.
federal and state securities laws and the Fund (whether or not it otherwise
permits cash redemptions) reserves the right to redeem Creation Units for cash
to the extent that the Fund could not lawfully deliver specific Deposit
Securities upon redemptions or could not do so without first registering the
Deposit Securities under such laws.
In the
event that cash redemptions are permitted or required by the Trust, proceeds
will be paid to the Authorized Participant redeeming shares on behalf of the
redeeming investor as soon as practicable after the date of redemption (within
seven calendar days thereafter, except for the instances listed in Appendix A
hereto where more than seven calendar days would be needed).
To the
extent contemplated by an Authorized Participant’s agreement with the
Distributor, in the event the Authorized Participant that has submitted a
redemption request in proper form is unable to transfer all or part of the
Creation Units to be redeemed to the Trust, at or prior to 10:00 a.m., Eastern
Time, on the Business Day after the date of submission of such redemption
request, the Distributor will nonetheless accept the redemption request in
reliance on the undertaking by the Authorized Participant to deliver the missing
shares as soon as possible. Such undertaking shall be secured by the Authorized
Participant’s delivery and maintenance of collateral consisting of cash having a
value at least equal to 110%, which the Adviser may change from time to time, of
the value of the missing shares in accordance with the Trust’s then-effective
procedures. The only collateral that is acceptable to the Trust is cash in U.S.
dollars or an irrevocable letter of credit in form, and drawn on a bank, that is
satisfactory to the Trust. The Trust’s current procedures for collateralization
of missing shares require, among other things, that any cash collateral shall be
held by the Trust’s Custodian, and that the fees of the Custodian and any
sub-custodians in respect of the delivery, maintenance and redelivery of the
cash collateral shall be payable by the Authorized Participant. The cash
collateral posted by the Authorized Participant may be invested at the risk of
the Authorized Participant, and income, if any, on invested cash collateral will
be paid to that Authorized Participant. The Authorized Participant Agreement
permits the Trust to purchase the missing shares or acquire the portfolio
securities and the Cash Component underlying such shares at any time and
subjects the Authorized Participant to liability for any shortfall between the
cost to the Trust of purchasing such shares, Portfolio Securities or Cash
Component and the cash collateral or the amount that may be drawn under any
letter of credit.
Because
the portfolio securities of a Fund may trade on the relevant exchange(s) on days
that the Exchange is closed or are otherwise not Business Days for such Fund,
shareholders may not be able to redeem their shares of such Fund, or to purchase
or sell shares of such Fund on the Exchange, on days when the NAV of such Fund
could be significantly affected by events in the relevant foreign
markets.
The right
of redemption may be suspended or the date of payment postponed with respect to
any Fund (1) for any period during which the New York Stock Exchange is closed
(other than customary weekend and holiday closings); (2) for any period during
which trading on the New York Stock Exchange is suspended or restricted; (3) for
any period during which an emergency exists as a result of which disposal of the
shares of the Fund’s portfolio securities or determination of its net asset
value is not reasonably practicable; or (4) in such other circumstance as is
permitted by the SEC.
TAXES
The
following summarizes certain additional tax considerations generally affecting
the Funds and their shareholders that are not described in the Prospectus. No
attempt is made to present a detailed explanation of the tax treatment of the
Funds or their shareholders, and the discussions here and in the Prospectus are
not intended as a substitute for careful tax planning. Potential investors
should consult their tax advisers with specific reference to their own tax
situations.
The
discussions of the federal tax consequences in the Prospectus and this
Additional Statement are based on the Code and the regulations, rulings and
decision under it, as in effect on the date of this Additional Statement. Future
legislative or administrative changes or court decisions may significantly
change the statements included herein, and any such changes or decisions may
have a retroactive effect with respect to the transactions contemplated
herein.
FEDERAL
- GENERAL INFORMATION
Each Fund
intends to qualify as a regulated investment company under Subchapter M of
Subtitle A, Chapter 1, of the Code. As a regulated investment company, each Fund
generally will be exempt from federal income tax on its net investment income
and realized capital gains that it distributes to shareholders, provided that it
distributes an amount equal to at least the sum of 90% of its tax-exempt income
and 90% of its investment company taxable income (net investment income and the
excess of net short-term capital gain over net long-term capital loss), if any,
for the year (the “Distribution Requirement”) and satisfies certain other
requirements of the Code that are described below. Each Fund intends to make
sufficient distributions or deemed distributions each year to avoid liability
for corporate income tax. If a Fund were to fail to make sufficient
distributions, it could be liable for corporate income tax and for excise tax in
respect of the shortfall or, if the shortfall is large enough, such Fund could
be disqualified as a regulated investment company.
In
addition to satisfaction of the Distribution Requirement, each Fund must derive
with respect to a taxable year at least 90% of its gross income from dividends,
interest, certain payments with respect to securities loans and gains from the
sale or other disposition of stock or securities or foreign currencies, or from
other income derived with respect to its business of investing in such stock,
securities, or currencies or net income derived from an interest in a qualified
publicly traded partnership. Also, at the close of each quarter of its taxable
year, at least 50% of the value of each Fund’s assets must consist of cash and
cash items, U.S. government securities, securities of other regulated investment
companies and securities of other issuers (as to which each Fund has not
invested more than 5% of the value of its total assets in securities of such
issuer and as to which each Fund does not hold more than 10% of the outstanding
voting securities (including equity securities of a qualified publicly traded
partnership) of such issuer), and no more than 25% of the value of each Fund’s
total assets may be invested in the securities of (i) any one issuer (other than
U.S. government securities and securities of other regulated investment
companies), (ii) two or more issuers which such Fund controls and which are
engaged in the same or similar trades or businesses or (iii) one or more
qualified publicly traded partnerships. Each Fund intends to comply with these
requirements.
If for
any taxable year any Fund does not qualify as a regulated investment company,
all of its taxable income will be subject to tax at regular corporate rates
without any deduction for distributions to shareholders. In such event, the
shareholders would recognize dividend income on distributions to the extent of
such Fund’s current and accumulated earnings and profits.
The Code
imposes a nondeductible 4% excise tax on regulated investment companies that
fail to currently distribute an amount equal to specified percentages of their
ordinary taxable income and capital gain net income (excess of capital gains
over capital losses). Each Fund intends to make sufficient distributions or
deemed distributions of its ordinary taxable income and capital gain net income
each calendar year to avoid liability for this excise tax.
Each Fund
intends to distribute annually to its shareholders substantially all of its
investment company taxable income, and any net realized long-term capital gains
in excess of net realized short-term capital losses (including any capital loss
carryovers). However, if a Fund retains for investment an amount equal to all or
a portion of its net long-term capital gains in excess of its net short-term
capital losses (including any capital loss carryovers), it will be subject to a
corporate tax (currently at a maximum rate of 35%) on the amount retained. In
that event, such Fund may designate such retained amounts as undistributed
capital gains in a notice to its shareholders who (a) will be required to
include in income for U.S. federal income tax purposes, as long-term capital
gains, their proportionate shares of the undistributed amount, (b) will be
entitled to credit their proportionate shares of the tax paid by such Fund on
the undistributed amount against their U.S. federal income tax liabilities, if
any, and to claim refunds to the extent their credits exceed their liabilities,
if any, and (c) will be entitled to increase their tax basis, for U.S. federal
income tax purposes, in their shares by an amount equal to the difference
between the amount of undistributed capital gains included in the shareholder’s
income and the tax deemed paid by the shareholder. Organizations or persons not
subject to U.S. federal income tax on such capital gains will be entitled to a
refund of their pro rata share of such taxes paid by such Fund upon filing
appropriate returns or claims for refund with the Internal Revenue
Service.
Distributions
of net realized long-term capital gains, if any, that a Fund designates as
capital gains dividends are taxable as long-term capital gains, whether paid in
cash or in shares and regardless of how long a shareholder has held shares of
such Fund. All other dividends of a Fund (including dividends from short-term
capital gains) from its current and accumulated earnings and profits (“regular
dividends”) are generally subject to tax as ordinary income except as described
below for qualified dividends.
If an
individual, trust or estate receives a regular dividend or qualified dividends
qualifying for the long-term capital gains rates and such dividend constitutes
an “extraordinary dividend,” and the individual subsequently recognizes a loss
on the sale or exchange of stock in respect of which the extraordinary dividend
was paid, then the loss will be long-term capital loss to the extent of such
extraordinary dividend. An “extraordinary dividend” on common stock for this
purpose is generally a dividend (i) in an amount greater than or equal to 10% of
the taxpayer’s tax basis (or trading value) in a share of stock, aggregating
dividends with ex-dividend dates within an 85-day period or (ii) in an amount
greater than 20% of the taxpayer’s tax basis (or trading value) in a share of
stock, aggregating dividends with ex-dividend dates within a 365-day
period.
Distributions
in excess of a Fund’s current and accumulated earnings and profits will, as to
each shareholder, be treated as a tax-free return of capital to the extent of a
shareholder’s basis in his shares of such Fund, and as a capital gain thereafter
(if the shareholder holds his shares of such Fund as capital assets).
Shareholders receiving dividends or distributions in the form of additional
shares should be treated for U.S. federal income tax purposes as receiving a
distribution in an amount equal to the amount of money that the shareholders
receiving cash dividends or distributions will receive, and should have a cost
basis in the shares received equal to such amount. Dividends paid by a Fund that
are attributable to dividends received by a Fund from domestic corporations may
qualify for the federal dividends-received deduction for
corporations.
Investors
considering buying shares just prior to a dividend or capital gain distribution
should be aware that, although the price of shares just purchased at that time
may reflect the amount of the forthcoming distribution, such dividend or
distribution may nevertheless be taxable to them. If a Fund is the holder of
record of any stock on the record date for any dividends payable with respect to
such stock, such dividends will be included in such Fund’s gross income not as
of the date received but as of the later of (a) the date such stock became
ex-dividend with respect to such dividends (that is, the date on which a buyer
of the stock would not be entitled to receive the declared, but unpaid,
dividends) or (b) the date such Fund acquired such stock. Accordingly, in order
to satisfy its income distribution requirements, a Fund may be required to pay
dividends based on anticipated earnings, and shareholders may receive dividends
in an earlier year than would otherwise be the case.
BACK-UP
WITHHOLDING
In
certain cases, a Fund will be required to withhold at the applicable withholding
rate, and remit to the U.S. Treasury such amounts withheld from any
distributions paid to a shareholder who: (1) has failed to provide a correct
taxpayer identification number; (2) is subject to backup withholding by the
Internal Revenue Service; (3) has failed to certify to a Fund that such
shareholder is not subject to backup withholding; or (4) has not certified that
such shareholder is a U.S. person (including a U.S. resident
alien).
SECTIONS
351 AND 362
The Trust
on behalf of each Fund has the right to reject an order for a purchase of shares
of a Fund if the purchaser (or group of purchasers) would, upon obtaining the
shares so ordered, own 80% or more of the outstanding shares of a given Fund and
if, pursuant to Sections 351 and 362 of the Code, that Fund would have a basis
in the securities different from the market value of such securities on the date
of deposit. If a Fund’s basis in such securities on the date of deposit was less
than market value on such date, such Fund, upon disposition of the securities,
would recognize more taxable gain or less taxable loss than if its basis in the
securities had been equal to market value. It is not anticipated that the Trust
will exercise the right of rejection except in a case where the Trust determines
that accepting the order could result in material adverse tax consequences to a
Fund or its shareholders. The Trust also has the right to require information
necessary to determine beneficial share ownership for purposes of the 80%
determination.
QUALIFIED
DIVIDEND INCOME
Distributions
by each Fund of investment company taxable income (excluding any short-term
capital gains) whether received in cash or shares will be taxable either as
ordinary income or as qualified dividend income, eligible for the reduced
maximum rate to individuals of 15% (5% for individuals in lower tax brackets) to
the extent each Fund receives qualified dividend income on the securities it
holds and such Fund designates the distribution as qualified dividend income.
Qualified dividend income is, in general, dividend income from taxable domestic
corporations and certain foreign corporations (
e.g.
, foreign corporations
incorporated in a possession of the United States or in certain countries with a
comprehensive tax treaty with the United States, or the stock of which is
readily tradable on an established securities market in the United States). A
dividend will not be treated as qualified dividend income to the extent that (i)
the shareholder has not held the shares on which the dividend was paid for more
than 60 days during the 121-day period that begins on the date that is 60 days
before the date on which the shares become ex dividend with respect to such
dividend (and each Fund also satisfies those holding period requirements with
respect to the securities it holds that paid the dividends distributed to the
shareholder), (ii) the shareholder is under an obligation (whether pursuant to a
short sale or otherwise) to make related payments with respect to substantially
similar or related property, or (iii) the shareholder elects to treat such
dividend as investment income under section 163(d)(4)(B) of the Code. Absent
further legislation, the maximum 15% rate on qualified dividend income will not
apply to dividends received in taxable years beginning after December 31, 2010.
Distributions by each Fund of its net short-term capital gains will be taxable
as ordinary income. Capital gain distributions consisting of each Fund’s net
capital gains will be taxable as long-term capital gains.
CORPORATE
DIVIDENDS RECEIVED DEDUCTION
A Fund’s
dividends that are paid to its corporate shareholders and are attributable to
qualifying dividends it received from U.S. domestic corporations may be
eligible, in the hands of such shareholders, for the corporate dividends
received deduction, subject to certain holding period requirements and debt
financing limitations.
NET
CAPITAL LOSS CARRYFORWARDS
Net
capital loss carryforwards may be applied against any net realized capital gains
in each succeeding year, or until their respective expiration dates, whichever
occurs first.
EXCESS
INCLUSION INCOME
Certain
types of income received by a Fund from real estate investment Trusts (“REITs”),
real estate mortgage investment conduits (“REMICs”), taxable mortgage pools or
other investments may cause a Fund to designate some or all of its distributions
as “excess inclusion income.” To Fund shareholders such excess inclusion income
may (1) constitute taxable income, as “unrelated business taxable income”
(“UBTI”) for those shareholders who would otherwise be tax-exempt such as
individual retirement accounts, 401(k) accounts, Keogh plans, pension plans and
certain charitable entities; (2) as UBTI cause a charitable remainder Trust to
be subject to a 100% excise tax on its UBTI; (3) not be offset against net
operating losses for tax purposes; (4) not be eligible for reduced U.S.
withholding for non-U.S. shareholders even from tax treaty countries; and (5)
cause a Fund to be subject to tax if certain “disqualified organizations” as
defined by the Code are Fund shareholders.
TAXATION
OF INCOME FROM CERTAIN FINANCIAL INSTRUMENTS AND PFICS
The tax
principles applicable to transactions in financial instruments and futures
contracts and options that may be engaged in by a Fund including the effect of
fluctuations in the value of foreign currencies, and investments in passive
foreign investment companies (“PFICs”), are complex and, in some cases,
uncertain. Such transactions and investments may cause a Fund to recognize
taxable income prior to the receipt of cash, thereby requiring such Fund to
liquidate other positions, or to borrow money, so as to make sufficient
distributions to shareholders to avoid corporate-level tax. Moreover, some or
all of the taxable income recognized may be ordinary income or short-term
capital gain, so that the distributions may be taxable to shareholders as
ordinary income.
In
addition, in the case of any shares of a PFIC in which a Fund invests, such Fund
may be liable for corporate-level tax on any ultimate gain or distributions on
the shares if such Fund fails to make an election to recognize income annually
during the period of its ownership of the shares.
SALES
OF SHARES
Upon the
sale or exchange of his shares, a shareholder will realize a taxable gain or
loss equal to the difference between the amount realized and his basis in his
shares. A redemption of shares by a Fund will be treated as a sale for this
purpose. Such gain or loss will be treated as capital gain or loss if the shares
are capital assets in the shareholder’s hands, and will be long-term capital
gain or loss if the shares are held for more than one year and short-term
capital gain or loss if the shares are held for one year or less. Any loss
realized on a sale or exchange will be disallowed to the extent the shares
disposed of are replaced, including replacement through the reinvesting of
dividends and capital gains distributions in a Fund, within a 61-day period
beginning 30 days before and ending 30 days after the disposition of the shares.
In such a case, the basis of the shares acquired will be increased to reflect
the disallowed loss. Any loss realized by a shareholder on the sale of a Fund
share held by the shareholder for six months or less will be treated for U.S.
federal income tax purposes as a long-term capital loss to the extent of any
distributions or deemed distributions of long-term capital gains received by the
shareholder with respect to such share.
OTHER
TAXES
Dividends,
distributions and redemption proceeds may also be subject to additional state,
local and foreign taxes depending on each shareholder’s particular
situation.
TAXATION
OF NON-U.S. SHAREHOLDERS
Dividends
paid by a Fund to non-U.S. shareholders are generally subject to withholding tax
at a 30% rate or a reduced rate specified by an applicable income tax treaty to
the extent derived from investment income and short-term capital gains. In order
to obtain a reduced rate of withholding, a non-U.S. shareholder will be required
to provide an IRS Form W-8BEN certifying its entitlement to benefits under a
treaty. The withholding tax does not apply to regular dividends paid to a
non-U.S. shareholder who provides a Form W-8ECI, certifying that the dividends
are effectively connected with the non-U.S. shareholder’s conduct of a trade or
business within the United States. Instead, the effectively connected dividends
will be subject to regular U.S. income tax as if the non-U.S. shareholder were a
U.S. shareholder. A non-U.S. corporation receiving effectively connected
dividends may also be subject to additional “branch profits tax” imposed at a
rate of 30% (or lower treaty rate). A non-U.S. shareholder who fails to provide
an IRS Form W-8BEN or other applicable form may be subject to backup withholding
at the appropriate rate.
In
general, United States federal withholding tax will not apply to any gain or
income realized by a non-U.S. shareholder in respect of any distributions of net
long-term capital gains over net short-term capital losses, exempt-interest
dividends, or upon the sale or other disposition of shares of a
Fund.
For
foreign shareholders of a Fund a distribution attributable to such Fund’s sale
of a real estate investment trust or other U.S. real property holding company
will be treated as real property gain subject to 35% withholding tax if 50% or
more of the value of such Fund’s assets are invested in real estate investment
trusts and other U.S. real property holding corporations and if the foreign
shareholder has held more than 5% of a class of stock at any time during the
one-year period ending on the date of the distribution. A distribution from a
Fund will be treated as attributable to a U.S. real property interest only if
such distribution is attributable to a distribution received by such Fund from a
real estate investment trust. Restrictions apply regarding wash sales and
substitute payment transactions.
REPORTING
If a
shareholder recognizes a loss with respect to a Fund’s shares of $2 million or
more for an individual shareholder or $10 million or more for a corporate
shareholder, the shareholder may be required to file with the Internal Revenue
Service a disclosure statement on Form 8886. Direct shareholders of portfolio
securities are in many cases exempted from this reporting requirement, but under
current guidance, shareholders of a regulated investment company are not
exempted. The fact that a loss is reportable under these regulations does not
affect the legal determination of whether the taxpayer’s treatment of the loss
is proper. Shareholders should consult their tax advisors to determine the
applicability of these regulations in light of their individual circumstances.
Under recently enacted legislation, certain tax-exempt entities and their
managers may be subject to excise tax if they are parties to certain reportable
transactions.
The
foregoing discussion is a summary only and is not intended as a substitute for
careful tax planning. Purchasers of shares should consult their own tax advisers
as to the tax consequences of investing in such shares, including under state,
local and foreign tax laws. Finally, the foregoing discussion is based on
applicable provisions of the Code, regulations, judicial authority and
administrative interpretations in effect on the date of this Statement of
Additional Information. Changes in applicable authority could materially affect
the conclusions discussed above, and such changes often occur.
NET
ASSET VALUE
The NAV
for each Fund is calculated by deducting all of a Fund’s liabilities (including
accrued expenses) from the total value of its assets (including the securities
held by the Fund plus any cash or other assets, including interest and dividends
accrued but not yet received) and dividing the result by the number of shares
outstanding, and generally rounded to the nearest cent, although each Fund
reserves the right to calculate its NAV to more than two decimal places. The NAV
for each Fund will generally be determined by SEI Investments Global Fund
Services once daily Monday through Friday generally as of the regularly
scheduled close of business of the NYSE (normally 4:00 p.m. Eastern Time) on
each day that the NYSE, the Fund’s Exchange and the Fund’s Custodian are open
for trading, based on prices at the time of closing, provided that (a) any
assets or liabilities denominated in currencies other than the U.S. dollar shall
be translated into U.S. dollars at the prevailing market rates on the date of
valuation as quoted by one or more major banks or dealers that makes a two-way
market in such currencies (or a data service provider based on quotations
received from such banks or dealers); and (b) U.S. fixed-income assets may be
valued as of the announced closing time for trading in fixed-income instruments
on any day that the Bond Market Association announces an early closing
time.
In
calculating a Fund’s NAV, the Fund’s investments are generally valued using
market valuations. In the event that current market valuations are not readily
available or such valuations do not reflect current market values, the affected
investments will be valued using fair value pricing pursuant to the pricing
policy and procedures approved by the Board of Trustees. A market valuation
generally means a valuation (i) obtained from an exchange, a pricing service, or
a major market maker (or dealer), (ii) based on a price quotation or other
equivalent indication of value supplied by an exchange, a pricing service, or a
major market maker (or dealer) or (iii) based on amortized cost. In the case of
shares of funds that are not traded on an exchange, a market valuation means
such fund’s published net asset value per share. SEI Investments Global Fund
Services may use various pricing services or discontinue the use of any pricing
service. A price obtained from a pricing service based on such pricing service’s
valuation matrix may be considered a market valuation.
The value
of assets denominated in foreign currencies is converted into U.S. dollars using
exchange rates deemed appropriate by the Adviser as investment adviser. Any use
of fair value prices, current market valuations or exchange rates different from
the prices and rates used by the Index Providers may adversely affect a Fund’s
ability to track its underlying index.
DIVIDENDS
AND DISTRIBUTIONS
GENERAL
POLICIES
Dividends
from net investment income, including any net foreign currency gains, are
declared and paid at least annually and any net realized securities gains are
distributed at least annually. In order to improve tracking error or comply with
the distribution requirements of the Internal Revenue Code of 1986, dividends
may be declared and paid more frequently than annually for certain Fund.
Dividends and securities gains distributions are distributed in U.S. dollars and
cannot be automatically reinvested in additional shares of the Funds. The Trust
reserves the right to declare special distributions if, in its reasonable
discretion, such action is necessary or advisable to preserve the status of each
Fund as a registered investment company (“RIC”) or to avoid imposition of income
or excise taxes on undistributed income.
Dividends
and other distributions of shares are distributed on a pro rata basis to
Beneficial Owners of such shares. Dividend payments are made through DTC
Participants and Indirect Participants to Beneficial Owners then of record with
proceeds received from the Funds.
DIVIDEND
REINVESTMENT SERVICE
No
dividend reinvestment service is provided by the Trust. Broker-dealers may make
available the DTC book-entry Dividend Reinvestment Service for use by Beneficial
Owners of Funds for reinvestment of their dividend distributions. Beneficial
Owners should contact their broker to determine the availability and costs of
the service and the details of participation therein. Brokers may require
Beneficial Owners to adhere to specific procedures and timetables. If this
service is available and used, dividend distributions of both income and
realized gains will be automatically reinvested in additional whole shares of
the same Fund purchased in the secondary market.
OTHER
INFORMATION
COUNSEL
Dechert
LLP, with offices at 1775 I Street Washington, DC 20006-2401, is counsel to the
Trust.
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
Sanville
& Company with offices at 1514 Old York Road, Abington, PA 19001 serves as
the independent registered public accounting firm of the Trust, audits the
Funds’ financial statements and may perform other services.
ADDITIONAL
INFORMATION
The
Prospectus and this Additional Statement do not contain all the information
included in the Registration Statement filed with the SEC under the 1933 Act
with respect to the securities offered by the Trust’s Prospectus. Certain
portions of the Registration Statement have been omitted from the Prospectus and
this Additional Statement pursuant to the rules and regulations of the SEC. The
Registration Statement, including the exhibits filed therewith, may be examined
at the office of the SEC in Washington, D.C.
Statements
contained in the Prospectus or in this Additional Statement as to the contents
of any contract or other documents referred to are not necessarily complete, and
in each instance reference is made to the copy of such contract or other
document filed as an exhibit to the Registration Statement of which the
Prospectus and this Additional Statement form a part, each such statement being
qualified in all respects by such reference.