Fund shares are not individually redeemable.
Fund shares will be listed on NYSE Arca, Inc. (“Exchange”).
These securities have not been approved
or disapproved by the U.S. Securities and Exchange Commission (“SEC”) or the U.S. Commodity Futures Trading Commission
(“CFTC”), nor have the SEC or CFTC passed upon the adequacy of this Prospectus. Any representation to the contrary
is a criminal offense.
Beginning on January 1, 2021, as permitted
by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s shareholder reports will no
longer be sent by mail, unless you specifically request paper copies of the reports from the Fund (if you hold your Fund shares
directly with the Fund) or from your financial intermediary, such as a broker-dealer or bank (if you hold your Fund shares through
a financial intermediary). Instead, the reports will be made available on a website, and you will be notified by mail each time
a report is posted and provided with a website link to access the report.
If you already elected to receive shareholder
reports electronically, you will not be affected by this change and you need not take any action. If you hold your Fund shares
directly with the Fund, you may elect to receive shareholder reports and other communications electronically from the Fund by
contacting the Fund at 855-857-2638 or, if you hold your Fund shares through a financial intermediary, you can contact your financial
intermediary.
You may elect to receive all future
reports in paper free of charge. If you hold your Fund shares directly with the Fund, you can inform the Fund that you wish to
continue receiving paper copies of your shareholder reports at 855-857-2638 or, if you hold your Fund shares through a financial
intermediary, you can contact your financial intermediary. Your election to receive reports in paper will apply to all of the
KraneShares Funds you hold directly with series of the Trust or through your financial intermediary, as applicable.
Principal Investment Risks
The following section provides additional
information regarding certain of the principal risks of investing in the Fund. An investment in the Fund is not a deposit with
a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. An investment
in the Fund involves a risk of a total loss. There is no guarantee that the Fund will meet its investment objective.
Cap and Trade Risk. Cap and
trade regimes and related markets are new and based on scientific principles that are subject to debate. Cap and trade regimes
have arisen primarily due to relative international consensus with respect to scientific evidence indicating a correlation between
the rise in global temperatures and extreme weather events, on the one hand, and the rise in GHG emissions in the atmosphere,
on the other hand. If this consensus were to break down, cap and trade regimes and the value of the Fund may be negatively affected.
Additionally, if the science supporting the relationship or the acceptable level of GHG concentrations is questioned, it may negatively
affect cap and trade regimes and the value of the Fund.
There is no assurance that cap and
trade regimes will continue to exist. Cap and trade may not prove to be an effective method of reduction in GHG emissions. As
a result or due to other factors, cap and trade regimes may be terminated or may not be renewed upon their expiration. The European
Union Emissions Trading System (“EU ETS”) is organized into a number of phases, each with a predetermined duration.
Currently, the EU ETS is in Phase III. There can be no assurance that the EU ETS will enter into a new phase as scheduled.
New technologies may arise that may diminish
or eliminate the need for cap and trade markets. Ultimately, the cost of emissions credits is determined by the cost of actually
reducing emissions levels. If the price of credits becomes too high, it will be more economical for companies to develop or invest
in green technologies, thereby suppressing the demand for credits and adversely affecting the price of the Fund.
Cap and trade regimes set emission
limits (i.e., the right to emit a certain quantity of GHG emissions), which can be allocated or auctioned to the parties in the
mechanism up to the total emissions cap. This allocation may be larger or smaller than is needed for a stable price of credits
and can lead to large price volatility, which could affect the value of the Fund. Depending upon the industries covered under
each cap and trade regime represented in the Index, unpredictable demand for their products and services can affect the value
of GHG emissions credits. For example, very mild winters or very cool summers can decrease demand for electric utilities and therefore
require fewer carbon credits to offset reduced production and GHG emissions.
The economic health
of GHG emitting companies and their ability to pass on the cost of emissions credits to consumers can affect the price of the carbon
credit futures. If the price of emissions can be passed on to the end customer with little impact upon consumer demand, it is likely
that industries may continue emitting and purchase any shortfall in the market at the prevailing price. If, however, the producer
is unable to pass on the cost, it may be incentivized to reduce production in order to decrease its need for offsetting emissions
credits, which could adversely affect the price of carbon credit futures and the Fund.
Commodity-Linked
Derivatives Risk. The value of a commodity-linked derivative investment is typically based upon the price movements of a physical
commodity (such as heating oil, precious metals, livestock, or agricultural products), a commodity futures contract or commodity
index, or some other readily measurable economic variable. Commodity-linked derivatives provide exposure, which may include long
and/or short exposure, to the investment returns of physical commodities that trade in the commodities markets without investing
directly in physical commodities. The value of commodity-linked derivative instruments may be affected by changes in overall market
movements, volatility of the underlying index, changes in interest rates, or factors affecting a particular industry or commodity,
such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments.
The value of commodity-linked derivatives will rise or fall in response to changes in the underlying commodity or related index.
Investments in commodity-linked derivatives may be subject to greater volatility than non-derivative based investments. A highly
liquid secondary market may not exist for certain commodity-linked derivatives, and there can be no assurance that one will develop.
Commodity
Pool Registration Risk. Under amended regulations promulgated by the U.S. Commodities Futures Trading Commission (“CFTC”),
the Fund and the Subsidiary will be considered commodity pools upon commencement of operations, and therefore each will be subject
to regulation under the Commodity Exchange Act and CFTC rules. The Adviser will register as a commodity pool operator and will
manage the Fund and the Subsidiary in accordance with CFTC rules, as well as the rules that apply to registered investment companies.
Commodity pools are subject to additional laws, regulations and enforcement policies, all of which may potentially increase compliance
costs and may affect the operations and financial performance of the Fund and the Subsidiary. Additionally, positions in futures
and other derivative contracts may have to be liquidated at disadvantageous times or prices to prevent the Fund from exceeding
any applicable position limits established by the CFTC. Such actions may subject the Fund to substantial losses.
Concentration Risk. Because
the Fund’s assets are expected to be concentrated in an industry or group of industries to the extent that the Index concentrates
in a particular industry or group of industries, the Fund is subject to loss due to adverse occurrences that may affect that industry
or group of industries or sector. Market conditions, interest rates, and economic, regulatory, or financial developments could
significantly affect a single industry or a group of related industries, and the securities of companies in that industry or group
of industries could react similarly to these or other developments. As of the date of this prospectus, the Index was concentrated
in carbon credit futures. The prices and performance of carbon credit futures may be particularly affected by developments in
the following sector:
Energy Sector Risk.
Investments in, and/or exposure to, the energy sector, which includes energy commodities, may be highly volatile and can change
quickly and unpredictably due to a number of factors, including the legislative or regulatory changes, adverse market conditions,
increased competition affecting the energy sector, financial, accounting and tax matters and other events that the Fund cannot
control. In addition, the value of energy commodities may fluctuate widely due to changes in supply and demand.
The energy sector is typically
cyclical and highly dependent upon commodities and energy prices. Issuers in this sector are usually subject to substantial government
regulation and contractual fixed pricing, which may increase the cost of business and limit these issuers’ earnings, and
a significant portion of their revenues depends on a relatively small number of customers, including governmental entities and
utilities.
Currency Risk. The Fund’s
NAV is determined on the basis of the U.S. dollar. The Fund may lose value if a foreign currency to which the Fund is exposed depreciates
against the U.S. dollar, even if the local currency value of the Fund’s holdings goes up. The Fund’s assets will be
invested in the securities of foreign issuers and the income received by the Fund may be in foreign currencies. The Fund will compute
and expects to distribute its income in U.S. dollars, and the computation of income will be made on the date that the income is
earned by the Fund at the foreign exchange rate in effect on that date. Any gain or loss attributable to fluctuations in exchange
rates between the time the Fund accrues income or gain and the time the Fund converts such income or gain from a foreign currency
to the dollar is generally treated as ordinary income or loss. Therefore, if the value of a foreign currency increases relative
to the U.S. dollar between the accrual of income and the time at which the Fund converts the foreign currency to U.S. dollars,
the Fund will recognize ordinary income upon conversion. In such circumstances, if the Fund has insufficient cash in U.S. dollars
to meet distribution requirements under the Internal Revenue Code of 1986, as amended (the “Code”), the Fund may be
required to liquidate certain positions in order to make distributions. The liquidation of investments, if required, may also have
an adverse impact on the Fund’s performance. Furthermore, the Fund may incur costs in connection with conversions between
U.S. dollars and foreign currencies. Foreign exchange dealers realize a profit based on the difference between the prices at which
they are buying and selling various currencies. Thus, a dealer normally will offer to sell a foreign currency to the Fund at one
rate, while offering a lesser rate of exchange should the Fund desire immediately to resell that currency to the dealer.
The Fund will conduct its foreign currency
exchange transactions either on a spot (i.e., cash) basis at the spot rate prevailing in the foreign currency exchange
market, or through forward, futures or options contracts to purchase or sell foreign currencies. The use of currency transactions
could result in the Fund’s incurring losses as a result of the imposition of exchange controls, exchange rate regulation,
suspension of settlements or the inability to deliver or receive a specified currency. Delays in converting or transferring U.S.
dollars to foreign currencies for the purpose of purchasing foreign securities could leave the Fund with uninvested cash, may
adversely affect the Fund’s performance, since any delay could result in the Fund missing an investment opportunity and
purchasing securities at a higher price than originally intended, and cause the Fund to incur cash drag. Delays in converting
or transferring foreign currencies to U.S. dollars could also inhibit the Fund’s ability to meet redemptions or make distributions.
Derivatives
Risk. Derivatives are financial instruments, such as swaps, futures, forwards, structured notes and options, whose values
are based on the value of one or more reference assets, such as a security, asset, currency, interest rate or index. Derivatives
involve risks different from, and possibly greater than, the risks associated with investing directly in securities and other
more traditional investments. For example, derivatives involve the risk of mispricing or improper valuation and the risk that
changes in the value of a derivative may not correlate perfectly with the reference asset(s). Derivative transactions can create
investment leverage, which implicates risks greater than those associated with investing directly in a reference asset, because
a small investment in a derivative can result in a large impact on the Fund and may cause the fund to be more volatile. Many derivative
transactions are entered into “over-the-counter” (not on an exchange or contract market); as a result, the value of
such a derivative transaction will depend on the ability and the willingness of the Fund’s counterparty to perform its obligations
under the transaction. If a counterparty were to default on its obligations, the Fund’s contractual remedies against such
counterparty may be subject to bankruptcy and insolvency laws, which could affect the Fund’s rights as a creditor (e.g.,
the Fund may not receive the net amount of payments that it is contractually entitled to receive). A liquid secondary market may
not always exist for the Fund’s derivative positions at any time. If a derivative transaction is centrally cleared, it will
be subject to the rules of the clearing exchange and subject to risks associated with the exchange. Derivatives can be illiquid
and imperfectly correlate with the reference asset(s), resulting
in unexpected returns that could materially adversely affect the Fund. Some derivatives can have the potential for unlimited loss.
Many derivatives are subject to segregation requirements, pursuant to which the Fund must segregate the market or notional value
of the derivatives and which could impede the portfolio management of the Fund. It is possible that developments in the derivatives
market, including ongoing or potential government regulation, could adversely affect the Fund’s ability to enter into new
derivatives agreements, terminate existing derivative agreements or to realize amounts to be received under such instruments.
Counterparty Risk. Because
many derivatives are an obligation of the counterparty rather than a direct investment in the reference asset, the Fund may suffer
losses potentially equal to, or greater than, the full value of the derivative if the counterparty fails to perform its obligations
under the derivative agreement as a result of bankruptcy or otherwise. Any loss would result in a reduction in the NAV of the Fund
and will likely impair the Fund’s ability to achieve its investment objective. If there are only a few potential counterparties,
the Fund, subject to applicable law, may enter into swap transactions with as few as one counterparty at any time.
Forward Currency Contracts
Risk. A forward foreign currency contract involves a negotiated obligation to purchase or sell a specific currency at a future
date (with or without delivery required), which may be any fixed number of days from the date of the contract agreed upon by the
parties, at a price set at the time of the contract. Forward foreign currency contracts are not traded on exchanges; rather, a
bank or dealer will act as agent or as principal in order to make or take future delivery, exposing the Fund to counterparty risk.
Futures
Risk. In addition to the above, risks associated with the use of futures contracts include the following: (i) an imperfect
correlation between movements in prices of futures contracts and movements in the value of the reference asset(s) it is designed
to simulate; and (ii) the possibility of an illiquid secondary market for a futures contract and the resulting inability to close
a position prior to its maturity date. When the Fund purchases or sells a futures contract, it is subject to daily variation margin
calls that could be substantial. If the Fund has insufficient cash to meet daily variation margin requirements, it might need to
sell securities at a time when such sales are disadvantageous.
Leveraging
Risk. The Fund’s investment in derivative instruments provide leveraged exposure. The Fund’s investment in these
instruments generally requires a small investment relative to the amount of investment exposure assumed. As a result, such investments
may give rise to losses that exceed the amount invested in those instruments. The use of derivatives may expose the Fund to potentially
dramatic losses (or gains) in the value of a derivative or other financial instrument and, thus, in the value the Fund’s
portfolio. The cost of investing in such instruments generally increases as interest rates increase, which will lower the Fund’s
return.
Options
Risk. An option is a contract that gives the purchaser (holder) of the option, in return for a premium, the right to buy from
(call) or sell to (put) the seller (writer) of the option the security or currency underlying the option at a specified exercise
price at any time during the term of the option (normally not exceeding nine months). The writer of an option has the obligation
upon exercise of the option to deliver the underlying security or currency upon payment of the exercise price or to pay the exercise
price upon delivery of the underlying security or currency. Options are derivatives, which, as described above, can be illiquid,
can imperfectly correlate with the reference asset(s), and are subject to segregation requirements.
Options
on Futures Contracts Risk. An option on a futures contract provides the holder with the right to enter into a “long”
position in the underlying futures contract, in the case of a call option, or a “short” position in the underlying
futures contract in the case of a put option, at a fixed exercise price to a stated expiration date. Upon exercise of the option
by the holder, the contract market clearing house establishes a corresponding short position for the writer of the option, in
the case of a call option, or a corresponding long position, in the case of a put option. Options are derivatives, which, as described
above, can be illiquid, can imperfectly correlate with the reference asset(s), and are subject to segregation requirements.
Swaps
Risk. To the extent the Fund invests in swaps, it will be subject to the risk that the number of counterparties able to enter
into swaps to provide exposure to a desired reference asset may be limited. Swaps are of limited duration and there is no guarantee
that swaps entered into with a counterparty will continue indefinitely. Accordingly, the duration of a swap depends on, among other
things, the ability of the Fund to renew the expiration period of the relevant swap at agreed upon terms.
ETF Risk. As
an ETF, the Fund is subject to the following risks:
Authorized Participants Concentration
Risk. The Fund has a limited number of financial institutions that may act as Authorized Participants. To the extent they cannot
or are otherwise unwilling to engage in creation and redemption transactions with the Fund and no other Authorized Participant
steps in, shares of the Fund may trade like closed-end fund shares at a significant discount to net asset value and may face delisting
from the Exchange.
International
Closed Market Trading Risk. Because the Fund’s underlying securities trade on markets that may be closed when the Exchange
is open, there are likely to be deviations between current pricing of an underlying security and stale pricing, resulting in the
Fund trading at a discount or premium to net asset value that may be greater than those incurred by other ETFs.
Premium/Discount
Risk. The NAV of the Fund’s shares will generally fluctuate with changes in the market value of the Fund’s securities
holdings. The market prices of Fund shares will generally fluctuate in accordance with changes in the Fund’s NAV and supply
and demand of shares on the secondary market. It cannot be predicted whether Fund shares will trade below, at or above their NAV.
As a result, shareholders of the Fund may pay more than NAV when purchasing shares and receive less than NAV when selling Fund
shares. This risk is heightened in times of market volatility or periods of steep market declines. In such market conditions, market
or stop-loss orders to sell the ETF shares may be executed at market prices that are significantly below NAV. Price differences
may be due, in part, to the fact that supply and demand forces at work in the secondary trading market for shares may be closely
related to, but not identical to, the same forces influencing the prices of the securities of the Index trading individually. The
market prices of Fund shares may deviate significantly from the NAV of the shares during periods of market volatility or if the
Fund’s holdings are or become more illiquid. Disruptions to creations and redemptions may result in trading prices that differ
significantly from the Fund’s NAV. In addition, market prices of Fund shares may deviate significantly from the NAV if the
number of Fund shares outstanding is smaller or if there is less active trading in Fund shares. Investors purchasing and selling
Fund shares in the secondary market may not experience investment results consistent with those experienced by those creating and
redeeming directly with the Fund.
Secondary Market Trading Risk.
Investors buying or selling shares in the secondary market will normally pay brokerage commissions, which are often a fixed amount
and may be a significant proportional cost for investors buying or selling relatively small amounts of shares. In addition, secondary
market investors will incur the cost of the difference between the price that an investor is willing to pay for shares (the bid
price) and the price at which an investor is willing to sell shares (the ask price). This difference in bid and ask prices is often
referred to as the “spread” or “bid/ask spread.” The bid/ask spread varies over time for shares based on
trading volume and market liquidity, and is generally lower if the Fund’s shares have more trading volume and market liquidity
and higher if the Fund’s shares have little trading volume and market liquidity. Increased market volatility may cause increased
bid/ask spreads.
Although Fund shares are listed
for trading on the Exchange, there can be no assurance that an active trading market for such shares will develop or be maintained
or that the Fund’s shares will continue to be listed. Trading in Fund shares may be halted due to market conditions or for
reasons that, in the view of the Exchange, make trading in shares inadvisable. In addition, trading in shares is subject to trading
halts caused by extraordinary market volatility pursuant to Exchange “circuit breaker” rules. There can be no assurance
that the requirements of the Exchange necessary to maintain the listing of any Fund will continue to be met or will remain unchanged
or that the shares will trade with any volume, or at all.
ETF
Risk – Cash Transactions Risk. Like other ETFs, the Fund sells and redeems its shares only in large blocks called Creation
Units and only to Authorized Participants. Unlike most other ETFs, however, the Fund expects to effect its creations and redemptions
at least partially or fully for cash, rather than in-kind securities.
Other ETFs
generally are able to make in-kind redemptions and avoid realizing gains in connection with redemption requests. Effecting redemptions
for cash may cause the Fund to sell portfolio securities in order to obtain the cash needed to distribute redemption proceeds.
Such dispositions may occur at an inopportune time, resulting in potential losses to the Fund or difficulties in meeting shareholder
redemptions, and involve transaction costs. If the Fund recognizes gain on these sales, this generally will cause the Fund to recognize
gain it might not otherwise have recognized if it were to distribute portfolio securities in-kind or to recognize such gain sooner
than would otherwise have been required. The Fund generally intends to distribute these gains to shareholders to avoid being taxed
on this gain at the Fund level and otherwise comply with the special tax rules that apply to it. This strategy may cause shareholders
to be subject to tax on gains they would not otherwise be subject to, or at an earlier date than, if they had made an investment
in another ETF.
In addition,
cash transactions may have to be carried out over several days if the securities market in which the Fund is trading is less liquid
and may involve considerable transaction expenses and taxes. These brokerage fees and taxes, which will be higher than if the Fund
sold and redeemed its shares principally in-kind, may be passed on to purchasers and redeemers of Creation Units in the form of
creation and redemption transaction fees. However, the Fund has capped the total fees that may be charged in connection with the
redemption of Creation Units at 2% of the value of the Creation Units redeemed. To the extent transaction and other costs associated
with a redemption exceed that cap, those transaction costs will be borne by the Fund’s remaining shareholders. These factors
may result in wider spreads between the bid and the offered prices of the Fund’s shares than for other ETFs.
ETF Risk –
New Fund Risk. The Fund is new and does not yet have a significant number of shares outstanding. If the Fund does not grow
in size, it will be at greater risk than larger funds of wider bid-ask spreads for its shares, trading at a greater premium or
discount to NAV, liquidation and/or a trading halt. The Fund also is subject to the continued listing standards of the Exchange,
with which the Fund must comply in order to continue being listed on the Exchange. Among other requirements, the continued listing
standards require a minimum number of shareholders.
Fixed Income Securities Risk. Investing
in fixed income securities subjects the Fund to the following risks:
Credit Risk. The Fund
could lose money if the issuer of a fixed income security is unable to meet its repayment obligations in a timely manner, or if
negative perceptions of the issuer’s ability to make such payments cause the price of the bond to decline.
Income Risk. The Fund’s
income may decline due to falling interest rates. During a period of falling interest rates, income risk is generally higher for
short term bond funds, moderate for intermediate term bond funds and low for long term bond funds. Therefore, investors should
expect a Fund’s income to fluctuate accordingly.
Interest Rate Risk. Interest
rate risk is the risk that the securities in the Fund’s portfolio will decline in value because of increases in market interest
rates. Fixed income securities with longer durations tend to be more sensitive to changes in interest rates, usually making them
more volatile than debt securities with shorter durations. Duration is a measure of a fixed income security’s sensitivity
to changes in interest rates. For every 1% change in interest rates, a bond’s price generally changes approximately 1% in
the opposite direction for every year of duration. For example, if a portfolio of fixed income securities has an average weighted
duration of three years, its value can be expected to fall about 3% if interest rates rise by 1%. Conversely, the portfolio’s
value can be expected to rise approximately 3% if interest rates fall by 1%. Unlike maturity, which considers only the date on
which the final repayment of principal will be made, duration takes account of interim payments made during the life of the security.
Duration is typically not equal to maturity. Interest rates have recently been historically low but have recently increased and
may continue to increase, potentially quickly and significantly, thereby heightening the Fund’s exposure to the risks associated
with rising rates.
Issuer Risk. There may
be economic or political changes that impact the ability of issuers to repay principal and to make interest payments on securities.
Changes to the financial condition or credit rating of issuers may also adversely affect the value of the Fund’s securities.
Reinvestment Risk. The
Fund’s performance may be adversely impacted when interest rates fall because the Fund must invest in lower-yielding bonds
as bonds in its portfolio mature.
Foreign Investment Risk. Foreign
investments may involve higher costs than U.S. investments, including higher transaction and custody costs as well as the imposition
of additional taxes by foreign governments. Foreign investments may also involve risks associated with currency exchange rates,
less complete financial information, less market liquidity, more market volatility and political and economic instability. Future
political and economic developments, the possible seizure or nationalization of foreign holdings, the possible establishment of
exchange controls or freezes on the convertibility of currency, or the adoption of other governmental restrictions might adversely
affect an investment in foreign securities. Additionally, foreign investments may be subject to less stringent regulation, and
to different accounting, auditing, recordkeeping, financial reporting, and investor protection requirements. The value of foreign
investments may change materially when the U.S. markets are not open for trading.
Income from non-U.S. investments, including
gains on the sale of such investments, may be subject to foreign taxes. Even if the Fund qualifies to pass these taxes through
to shareholders, the ability to claim a credit for such taxes may be limited, particularly in the case of taxes on capital gains.
Foreign markets may have clearance
and settlement procedures that make it difficult for the Fund to buy and sell securities. This could result in a loss to the Fund
by causing the Fund to be unable to dispose of an investment or to miss an attractive investment opportunity, or by causing the
Fund’s assets to be uninvested for some period of time, or cause the Fund to face delays or difficulties in meeting redemptions.
Futures Strategy Risk. Successful
use of futures contracts draws upon the Adviser’s skill and experience with respect to such instruments and is subject to
special risk considerations. The primary risks associated with the use of futures contracts include: (a) an imperfect correlation
between the change in market value of the reference asset and the price of the futures contract; (b) possible lack of a liquid
secondary market for a futures contract and the resulting inability to close a futures contract when desired; (c) losses caused
by unanticipated market movements, which are potentially unlimited; (d) the inability to predict correctly the direction of market
prices, interest rates, currency exchange rates and other economic factors; and (e) if the Fund has insufficient cash, it may
have to sell securities from its portfolio to meet daily variation margin requirements, and the Fund may have to sell securities
at a loss.
As a futures contract the Fund owns approaches
its settlement date, the Fund may sell that futures contract and reinvest the proceeds in a similar contract with a more distant
settlement date. This process is referred to as “rolling” a futures contract. The successful use of such a strategy
depends upon the Adviser’s skill and experience. Although the Fund will attempt to roll from an expiring futures contract
to another contract that the Adviser believes will generate the greatest yield for the Fund, the Fund nevertheless may incur a
cost to “roll” the contract. In a commodity futures market where current month expiring contracts trade at a lower
price than next month’s contract, a situation referred to as “contango,” absent the impact of the overall movement
in commodity prices, the Fund may experience an adverse impact because it would be selling less expensive contracts and buying
more expense contracts. In the event of a prolonged period of contango, and absent the impact of rising or falling commodity prices,
there could be a significant negative impact on the Fund when it “rolls” its futures contract positions.
Investment in exchange-traded futures
contracts may expose the Fund to the risks of a clearing broker (or a futures commission merchant (“FCM”)). Under
current regulations, a clearing broker or FCM maintains customers’ assets in a bulk segregated account. There is a risk
that Fund assets deposited with the clearing broker to serve as margin may be used to satisfy the broker’s own obligations
or the losses of the broker’s other clients. In the event of default, the Fund could experience lengthy delays in recovering
some or all of its assets and may not see any recovery at all.
Geographic Focus Risk. The Fund’s
investments are expected to be focused in a particular country, countries, or region to approximately the same degree as its Index
and, therefore the Fund will be susceptible to adverse market, political, regulatory, and geographic events affecting those regions.
The Fund is less diversified across countries or geographic regions and generally riskier than more geographically diversified
funds.
European Union Risk. Recently,
new concerns have emerged in regard to the economic and political stability of the European Union. These concerns have led to downward
pressure on the earnings of certain European issuers and on European financial markets. Secessionist movements in various member
countries to leave the European Union may have an adverse effect on the economies of those member countries and on the European
Union as a whole. The economies of the European Union are dependent to a significant extent on those of certain key trading partners,
including China, the United States, and other European countries. A reduction in spending on products and services exported from
the European Union, or volatility in the financial markets of member countries, may have an adverse impact on the broader European
Union economy and could adversely affect the Fund. Recent developments in relations between the United States and its trading partners
have heightened concerns of increased tariffs and restrictions on trade between those countries. An increase in tariffs or trade
restrictions, or even the threat of such developments, could lead to a significant reduction in international trade, which could
have a negative impact on the European Union's export industry and a commensurately negative impact on the Fund. In addition, heavy
regulation of labor, energy and product markets in the European Union may have an adverse impact on European Union markets. Such
regulations may negatively impact economic growth or cause prolonged periods of recession, which could adversely affect the Fund.
Investment in Investment Companies
Risk. The Fund may purchase shares of investment companies, such as ETFs, unit investment trusts, closed-end investment companies
and foreign investment companies to gain exposure to particular component securities of the Index or when such investments present
a more cost efficient alternative to investing directly in securities. When the Fund invests in an investment company, in addition
to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the underlying investment
company’s expenses. An investor in the Fund may receive taxable gains as a result of an underlying fund’s portfolio
transactions in addition to the taxable gains attributable to the Fund’s transactions in shares of the underlying fund.
Further, in part because of these additional expenses, the performance of an investment company may differ from the performance
the Fund would achieve if it invested directly in the underlying investments of the investment company. In addition, while the
risks of owning shares of an investment company generally reflect the risks of owning the underlying investments of the investment
company, the Fund may be subject to additional or different risks than if the Fund had invested directly in the underlying investments.
For example, shares of an ETF are traded at market prices, which may vary from the NAV of its underlying investments. Also, the
lack of liquidity in an ETF can contribute to the increased volatility of its value in comparison to the value of the underlying
portfolio securities. To the extent that the Fund invests in investment companies or other pooled investment vehicles that are
not registered pursuant to the 1940 Act, including foreign investment companies, it will not enjoy the protections of the 1940
Act. In addition, to the extent the Fund invests in other investment companies, including ETFs, sponsored, advised or otherwise
serviced by Krane, its sub-adviser, as applicable, or their affiliates, they may be subject to conflicts of interest in allocating
Fund assets, particularly if they are paid an advisory fee both by the Fund and the fund in which the Fund invests.
Liquidity Risk. The Fund’s
investments are subject to liquidity risk, which exists when an investment is or becomes difficult to purchase or sell at a reasonable
price. If a transaction is particularly large or if the relevant market is or becomes illiquid, it may reduce the returns of the
Fund because it may be unable to sell the illiquid securities at an advantageous time or price, which may cause the Fund to suffer
significant losses and difficulties in meeting redemptions. This is especially true given the limited number of market participants
in certain markets in which the Fund may invest. Market developments may cause the Fund’s investments to become less liquid
and subject to erratic price movements, and may also cause the Fund to encounter difficulties in timely honoring redemptions.
If a number of investments held by the Fund halt trading or become illiquid, such as due to an exchange’s limit up, limit
down rules, it may have a cascading effect and cause the Fund to halt trading. Volatility in market prices will increase the risk
of the Fund being subject to a trading halt.
Management Risk.
The Fund is actively-managed and may not meet its investment objective based on the Adviser’s success or failure to implement
investment strategies for the Fund. The Adviser’s evaluations and assumptions regarding investments, interest rates, inflation,
and other factors may not successfully achieve the Fund’s investment objective given actual market conditions.
Market Risk. The values
of the Fund’s holdings could decline generally or could underperform other investments. Market fluctuations could be caused
by such factors as economic and political developments, changes in interest rates and perceived trends in securities prices. Recent
developments in relations between the United States and its trading partners have heightened concerns of increased tariffs and
restrictions on trade between the U.S. and other countries. An increase in tariffs or trade restrictions, or even the threat of
such developments, could lead to a significant reduction in international trade, which could have a negative impact on the world’s
export industry and a commensurately negative impact on financial markets. Different types of securities tend to go through cycles
of outperformance and under-performance in comparison to the general securities markets. In addition, securities may decline in
value due to factors affecting a specific issuer, market or securities markets generally. Therefore, the Fund is susceptible to
the risk that certain holdings may be difficult or impossible to sell at a favorable time or price.
Turbulence in the financial markets
and reduced liquidity in equity, credit and fixed-income markets may negatively affect issuers worldwide, which could have an
adverse effect on the Fund. The Federal Reserve and other domestic and foreign government agencies may attempt to stabilize the
global economy. These actions may expose markets to heightened volatility and may reduce liquidity for certain Fund investments,
causing the value of the Fund’s investments and share price to decline. To the extent that the Fund experiences high redemptions
because of these actions, the Fund may experience increased portfolio turnover, which will increase the costs that the Fund incurs
and will lower the Fund’s performance.
Geopolitical risks, including terrorism,
tensions or open conflict between nations, or political or economic dysfunction within some nations that are major players on
the world stage or major producers of oil, may lead to overall instability in world economies and markets generally and have led,
and may in the future lead, to increased market volatility and may have adverse long-term effects. Similarly, environmental and
public health risks, such as natural disasters or pandemics/epidemics, or widespread fear that such events may occur, may impact
markets adversely and cause market volatility in both the short- and long-term.
Certain illnesses spread rapidly and
have the potential to significantly and adversely affect the global economy. Epidemics and/or pandemics have and may further result
in, among other things, closing borders, enhanced health screenings, healthcare service preparation and delivery, quarantines,
cancellations, disruptions to supply chains and customer activity, as well as general concern and uncertainty. The impact of such
epidemics and/or pandemics that may arise in the future, have the potential to affect the economies of many nations, individual
companies and the global securities and commodities markets, including liquidity, in ways that cannot necessarily be foreseen
at the present time. The impact of infectious diseases in developing or emerging market countries may be greater due to less established
health care systems. Health crises caused by the recent coronavirus outbreak may exacerbate other preexisting political, social
and economic risks in certain countries. The impact of the outbreak may be short term or may last for an extended period of time
and may have material adverse impacts on the Fund.
Non-Diversified Fund Risk. Because
the Fund is non-diversified and may invest a greater portion of its assets in fewer issuers than a diversified fund, changes in
the market value of a single portfolio holding could cause greater fluctuations in the Fund’s share price than would occur
in a diversified fund. This may increase the Fund’s volatility and cause the performance of a single portfolio holding or
a relatively small number of portfolio holdings to have a greater impact on the Fund’s performance.
Regulatory Risk. The Fund is subject
to the risk that a change in U.S. law and related regulations will impact the way the Fund operates, increase the particular costs
of the Fund’s operations and/or change the competitive landscape. Additional legislative or regulatory changes could occur
that may materially and adversely affect the Fund. For example, the regulatory environment for derivative instruments in which
the Fund may invest is evolving, and changes in the regulation or taxation of derivative instruments may materially and adversely
affect the ability of the Fund to pursue its investment objective or strategies. Such legislative or regulatory changes could pose
additional risks and result in material adverse consequences to the Fund.
Regulatory risk related to changes in regulation
and enforcement of cap and trade regimes could adversely affect market behavior. If fines or other penalties for non-compliance
are not enforced, incentives to purchase GHG credits will deteriorate, which can result in a fall in the price of emissions credits
and a drop in the value of the Fund. Cap and trade markets relating to GHG emissions are relatively recent, the first such program
arising in 2001. Accordingly, historical performance of these markets may not be indicative of future performance, and future performance
of cap and trade markets may be hard to predict. In addition, as cap and trade markets develop, new regulation with respect to
these markets may arise, which may have a negative effect on the value and liquidity of the cap and trade markets and the Fund.
Subsidiary Investment Risk.
Investment in the Subsidiary will not exceed 25% of the value of the Fund's total assets (ignoring any subsequent market appreciation
in the Subsidiary’s value). This limitation is set pursuant to the Internal Revenue Code of 1986, as amended, and is measured
at each taxable year quarter-end. The Subsidiary, which is organized under the laws of the Cayman Islands, is wholly-owned and
controlled by the Fund. The Fund will invest in the Subsidiary in order to gain exposure to the investment returns of the commodities
markets within the limitations of the federal tax law requirements applicable to regulated investment companies. The Subsidiary
will invest principally in commodity futures, options and swap contracts, as well as certain fixed-income investments intended
to serve as margin or collateral for the Subsidiary’s derivatives positions. Unlike the Fund, the Subsidiary may invest
without limitation in commodity-linked derivatives, though the Subsidiary will comply with the same 1940 Act asset coverage requirements
with respect to its investments in commodity-linked derivatives that apply to the Fund’s transactions in these instruments.
To the extent applicable, the Subsidiary otherwise is subject to the same fundamental and non-fundamental investment restrictions
as the Fund, and, in particular, to the same requirements relating to portfolio leverage, liquidity, and the timing and method
of valuation of portfolio investments and Fund shares, described elsewhere in this Prospectus and in the SAI. By investing in
the Subsidiary, the Fund is indirectly exposed to the risks associated with the Subsidiary’s commodity-linked derivatives
investments.
The Subsidiary is not registered with
the SEC as an investment company under the 1940 Act, and is not subject to the investor protections of the 1940 Act. As an investor
in the Subsidiary, the Fund does not have the same protections offered to shareholders of registered investment companies.
The Fund and the Subsidiary may not be
able to operate as described in this Prospectus in the event of changes to the laws of the United States and/or the Cayman Islands.
If the laws of the Cayman Islands required the Subsidiary to pay taxes to a governmental authority, the Fund would be likely to
suffer decreased returns.
Tax Risk. In order to qualify
for the favorable tax treatment generally available to regulated investment companies, the Fund must satisfy certain income and
distribution requirements each year and certain asset diversification requirements at the end of each quarter of its taxable year.
With respect to the latter, the Fund generally may not acquire a security if, as a result of the acquisition, at the end of a
quarter the Fund would not satisfy the following requirements: (a) that at least 50% of the value of its total assets be represented
by (i) cash, cash items, Government Securities and securities of other regulated investment companies, and (ii) other securities
limited in respect of any of the security to an amount not greater than 5% of the Fund's total assets and to not more than 10%
of the voting securities of such issuer; and (b) not more than 25% of the total value of the Fund's assets can be invested in
the securities (other than Government Securities or the securities of other regulated investment companies) of any one issuer,
the securities of two or more issuers that the Fund controls and are engaged in the same or similar (or related) trades or businesses,
or the securities of one or more qualified publically traded partnerships. If the Fund were to fail to qualify as a regulated
investment company, it would be taxed in the same manner as an ordinary corporation, and distributions to its shareholders would
not be deductible by the Fund in computing its taxable income, which would adversely affect its performance.
In order to qualify for the favorable
tax treatment generally available to regulated investment companies and avoid Fund-level taxes, the Fund must also satisfy certain
distribution requirements. If the Fund fails to satisfy the distribution requirement necessary to qualify for treatment as a regulated
investment company for any taxable year, the Fund would be treated as a corporation subject to U.S. federal income tax, thereby
subjecting any income earned by the Fund to tax at the corporate level. If the Fund fails to satisfy a separate distribution requirement,
it will be subject to a Fund-level excise tax. These Fund-level taxes will apply in addition to taxes payable at the shareholder
level on distributions.
To the extent the Fund does not distribute
to shareholders all of its investment company taxable income and net capital gain in a given year, it will be required to pay U.S.
federal income tax on the retained income and gains, thereby reducing the Fund’s return. The Fund may elect to treat its
net capital gain as having been distributed to shareholders. In that case, shareholders of record on the last day of the Fund’s
taxable year will be required to include their attributable share of the retained gain in income for the year as a long-term capital
gain despite not actually receiving the dividend, and will be entitled to a tax credit or refund for the tax deemed paid on their
behalf by the Fund as well as an increase in the basis of their shares to reflect the difference between their attributable share
of the gain and the related credit or refund.
Investments in swaps and other derivatives
may be subject to special U.S. federal income tax rules that could adversely affect the character, timing and amount of income
earned by the Fund (e.g., by causing amounts that would be capital gain to be taxed as ordinary income or to be taken into income
earlier than would otherwise be necessary). Also, the Fund may be required to periodically adjust its positions in its swaps and
derivatives to comply with certain regulatory requirements which may further cause these investments to be less efficient than
a direct investment in the securities themselves. For example, swaps in which the Fund may invest may need to be reset on a regular
basis in order to maintain compliance with the 1940 Act, which may increase the likelihood that the Fund will generate short-term
capital gains. In addition, because the application of these special rules may be uncertain, it is possible that the manner in
which they are applied by the Fund may be determined to be incorrect. In that event, the Fund may be found to have failed to maintain
its qualification as a RIC or to be subject to additional U.S. tax liability. Moreover, the Fund may make investments, both directly
and through swaps or other derivative positions, in companies classified as passive foreign investment companies for U.S. federal
income tax purposes (“PFICs”). Investments in PFICs are subject to special tax rules which may result in adverse tax
consequences to the Fund and its shareholders.
The Fund intends to treat its income
from the Subsidiary as qualifying income. The tax treatment of the Fund’s investment in the Subsidiary may be adversely
affected by future legislation, court decisions, Treasury Regulations and/or guidance issued by the IRS that could affect whether
income derived from such investments is “qualifying income” under Subchapter M of the Internal Revenue Code, or otherwise
affect the character, timing and/or amount of the Fund’s taxable income or any gains or distributions made by the Fund.
U.S. Government Obligations Risk.
The Fund may invest in securities issued by the U.S. government. The total public debt of the United States as a percentage
of gross domestic product has grown rapidly since the beginning of the 2008–2009 financial downturn. Although high debt
levels do not necessarily indicate or cause economic problems, they may create certain systemic risks if sound debt management
practices are not implemented. A high national debt can raise concerns that the U.S. government will not be able to make principal
or interest payments when they are due. This increase has also necessitated the need for the U.S. Congress to negotiate adjustments
to the statutory debt limit to increase the cap on the amount the U.S. government is permitted to borrow to meet its existing
obligations and finance current budget deficits. In August 2011, S&P lowered its long term sovereign credit rating on the
U.S. In explaining the downgrade at that time, S&P cited, among other reasons, controversy over raising the statutory debt
limit and growth in public spending. Any controversy or ongoing uncertainty regarding the statutory debt ceiling negotiations
may impact the U.S. long-term sovereign credit rating and may cause market uncertainty. As a result, market prices and yields
of securities supported by the full faith and credit of the U.S. government may be adversely affected.
Valuation Risk.
Financial information about the Fund’s portfolio holdings may not always be reliable, which may make it difficult to
obtain a current price for the investments held by the Fund. Independent market quotations for such investments may not be readily
available and securities may be fair valued or valued by a pricing service at an evaluated price. These valuations are subjective
and different funds may assign different fair values to the same investment. Such valuations also may be different from what would
be produced if the security had been valued using market quotations. As a result, there is a risk that the Fund may not be able
to sell an investment at the price assigned to the investment by the Fund. Additionally, Fund securities that are valued using
techniques other than market quotations, including “fair valued” securities, may be subject to greater fluctuations
in their value from one day to the next. Because securities in which the Fund invests may trade on days when the Fund does not
price its shares, the value of the securities in the Fund’s portfolio may change on days when shareholders will not be able
to purchase or sell the Fund’s shares.
Cash and Cash Equivalents Risk. Cash
and cash equivalents generally offer less potential for gain than other investments. Holding cash or cash equivalents, even strategically,
may lead to missed investment opportunities. This is particularly true when the market for other investments in which the Fund
may invest is rapidly rising. Holding cash is subject to the credit risk of the depositing institution holding the cash.
STATEMENT OF ADDITIONAL INFORMATION
April 30, 2020
KFA GLOBAL CARBON
ETF - (KRBN)
Shares of the Fund will be traded on the NYSE Arca, Inc.
This Statement of Additional Information
(“SAI”) relates to the above listed fund (the “Fund”), a series of the KraneShares Trust (the “Trust”).
This SAI is not a prospectus and should be read in conjunction with the current prospectus for the Fund, dated April 30, 2020,
as it may be revised from time to time (the “Prospectus”). Capitalized terms used herein that are not defined have
the same meaning as in the Prospectus, unless otherwise noted. The audited financial statements with respect to the Fund for the
most recent fiscal year will be incorporated in this SAI by reference to the Fund’s first Annual Report to Shareholders.
A copy of the Prospectus, this SAI, and/or the most recent annual and semi-annual reports to shareholders may be obtained, without
charge, by calling 1.855.857.2638, visiting www.kraneshares.com, or writing to the Trust at 280 Park Avenue, 32nd Floor, New York,
NY 10017.
GENERAL DESCRIPTION OF THE TRUST AND THE FUND
The Trust was organized as a Delaware
statutory trust on February 3, 2012 and is permitted to offer multiple, separate series (i.e., funds). As of the date of
this SAI, the Trust offers 21 separate funds, including the Fund and other funds not offered in this SAI. The Trust is an open-end
management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and
the Fund is a non-diversified series of the Trust. The offering of the Trust’s shares is registered under the Securities
Act of 1933, as amended (the “Securities Act”). All payments received by the Trust for shares of any fund belong to
that fund. Each fund will have its own assets and liabilities. Shares of the Fund will only be issued against full payment, as
further described in the Prospectus and this Statement of Additional Information.
Krane Funds Advisors, LLC (“Krane”
or the “Adviser”) serves as the investment adviser to the Fund and is responsible for continuously reviewing, supervising
and administering the Fund’s investment program. Climate Finance Partners LLC (“CFP” or “Sub-Adviser”)
is expected to provide non-discretionary sub-advisory services to the Fund, which will include research and portfolio modeling
services related to the Fund’s investments and the monitoring of such investments. SEI Investments Distribution Co. serves
as the distributor (the “Distributor”) of the shares of the Fund.
Shares of the Fund will be listed on NYSE
Arca, Inc. (“NYSE”). The Exchange is a national securities exchange and shares of the Fund will trade throughout the
day on the Exchange and other secondary markets at market prices that may be below, at or above their net asset value (“NAV”)
per share. As in the case of other publicly traded securities, brokers’ commissions on transactions in the Fund’s shares
will be based on negotiated commission rates and subject to bid/ask spreads.
The Fund has invested in a wholly owned
subsidiary organized under the laws of the Cayman Islands (the “Subsidiary”), the registered offices of which are
located at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. The Fund is currently
the sole shareholders of the Subsidiary, and does not expect shares of the Subsidiary to be offered or sold to other investors.
The Fund’s investment in the Subsidiary may not exceed 25% of the value of its total assets (ignoring any subsequent market
appreciation in the Subsidiary’s value), which limitation is imposed by the Code and is measured at the end of each quarter
of its taxable year.
The Fund may invest in the Subsidiary in
order to gain exposure to the investment returns of the commodities markets within the limitations of the federal tax law requirements
applicable to RICs. The Subsidiary invests principally in commodity and financial futures, options and swap contracts, as well
as certain fixed-income investments intended to serve as margin or collateral for the Subsidiary’s derivatives positions.
Unlike the Fund, the Subsidiary may invest without limitation in commodity-linked derivatives, though the Subsidiary will comply
with the same 1940 Act asset coverage requirements with respect to its investments in commodity-linked derivatives that apply to
the Fund’s transactions in those instruments. To the extent applicable, the Subsidiary otherwise is subject to the same fundamental
and non-fundamental investment restrictions as the Fund and, in particular, to the same requirements relating to portfolio leverage,
liquidity, and the timing and method of valuation of portfolio investments and Fund shares. (Accordingly, references in this SAI
to the Fund may also include the Subsidiary.) By investing in the Subsidiary, the Fund may be considered to be investing indirectly
in the same investments as the Subsidiary and is indirectly exposed to the risks associated with those investments.
The Subsidiary is not registered with the
SEC as an investment company under the 1940 Act and is not subject to the investor protections of the 1940Act. As an investor in
the Subsidiary, the Fund will not have the same protections offered to shareholders of registered investment companies. However,
because the Subsidiary is wholly owned and controlled by the Fund, which is managed by Krane Funds Advisors, LLC (“Krane”
or the “Adviser”), it is unlikely that the Subsidiary will take action in any manner contrary to the interest of the
Fund or their shareholders. Because the Subsidiary has the same investment objective and, to the extent applicable, will comply
with the same investment policies as the Fund, Krane manages the Subsidiary’s portfolio in a manner similar to that of the
Fund.
The Subsidiary has a board of directors
that oversees its activities. The Subsidiary has entered into a separate investment advisory agreement with Krane and pays Krane
a fee for its services. The Subsidiary also has entered into agreements with the Fund’s service providers for the provision
of administrative, accounting, transfer agency and custody services.
The Fund and the Subsidiary may not be
able to operate as described in this SAI in the event of changes to the laws of the United States or the Cayman Islands. If the
laws of the Cayman Islands required the Subsidiary to pay taxes to a governmental authority, the Fund would be likely to suffer
decreased returns.
INVESTMENT POLICIES, TECHNIQUES AND
RISK FACTORS
General
The Fund’s principal investment strategies
and risks are discussed in its Prospectus. The investment techniques discussed below and in the prospectus may, consistent with
the Fund’s investment objectives and investment limitations, be used by the Fund. The Fund is free to reduce or eliminate
its activity with respect to any of the investment techniques discussed below without changing its fundamental investment policies
and without prior notice to shareholders. There is no assurance that the Fund’s strategies or any other strategies and methods
of investment available to the Fund will result in the achievement of the Fund’s objective.
Cash and
Cash Equivalents
The Fund may
hold cash or cash equivalents. Generally, such positions offer less potential for gain than other investments. Holding cash or
cash equivalents, even strategically, may lead to missed investment opportunities. This is particularly true when the market for
other investments in which the Fund may invest is rapidly rising. If the Fund holds cash uninvested it will be subject to the
credit risk of the depositing institution holding the cash.
Debt Securities
The Fund may invest in debt securities.
A debt security is a security consisting of a certificate or other evidence of a debt (secured or unsecured) on which the issuer
promises to pay the holder thereof a fixed, variable, or floating rate of interest for a specified length of time, and to repay
the debt on the specified maturity date. Some debt securities, such as zero coupon bonds, do not make regular interest payments
but are issued at a discount to their principal or maturity value. Debt securities include a variety of fixed income obligations,
including, but not limited to, corporate bonds, government securities, municipal securities, convertible securities, mortgage-backed
securities, and asset-backed securities. Debt securities include investment-grade securities, non-investment-grade securities,
and unrated securities. Debt securities are subject to a variety of risks, such as interest rate risk, income risk, call/prepayment
risk, inflation risk, credit risk, and (in the case of foreign securities) country risk and currency risk.
The market value of the debt securities
in which the Fund invests will change in response to interest rate changes and other factors. During periods of falling interest
rates, the values of outstanding debt securities generally rise. Conversely, during periods of rising interest rates, the values
of such securities generally decline. Moreover, while securities with longer maturities tend to produce higher yields, the prices
of longer maturity securities are also subject to greater market fluctuations as a result of changes in interest rates. Changes
in the value of these securities will not necessarily affect cash income derived from these securities but will affect the Fund's
NAV. Additional information regarding debt securities is described below.
Credit Ratings. Credit risk is the
risk that a borrower or issuer of a debt will be unable or unwilling to repay its obligations under the debt. Certain debt securities
may be rated by a credit rating agency. Changes by such agencies in the rating of any debt security and in the ability of an issuer
to make payments of interest and principal, or the perception thereof, may affect the value of these investments.
U.S. Credit Ratings. The
rating criteria and methodology used by U.S. rating agencies may not be fully transparent and such ratings may not accurately reflect
the risk of investing in such instruments.
Chinese Credit Ratings.
The rating criteria and methodology used by Chinese rating agencies may be different from those adopted by most of the established
international credit rating agencies. Therefore, such rating systems may not provide an equivalent standard for comparison with
securities rated by international credit rating agencies. The rating criteria and methodology used by Chinese credit ratings agencies
also may not be fully transparent and such ratings may not accurately reflect the risk of investing in such instruments.
Duration. Duration is a measure
of the expected change in value of a debt security for a given change in interest rates. For example, if interest rates changed
by one percent, the value of a security having an effective duration of two years generally would vary by two percent. Duration
takes the length of the time intervals between the present time and time that the interest and principal payments are scheduled,
or in the case of a callable bond, expected to be received, and weighs them by the present values of the cash to be received at
each future point in time.
Pay-In-Kind and Step-Up Coupon Securities.
A pay-in-kind security pays no interest in cash to its holder during its life. Similarly, a step-up coupon security is a debt security
that may not pay interest for a specified period of time and then, after the initial period, may pay interest at a series of different
rates. Accordingly, pay-in kind and step-up coupon securities will be subject to greater fluctuations in market value in response
to changing interest rates than debt obligations of comparable maturities that make current, periodic distribution of interest
in cash.
Perpetual Bonds. Perpetual bonds
offer a fixed return with no maturity date. Because they never mature, perpetual bonds can be more volatile than other types of
bonds that have a maturity date and may be more sensitive to changes in interest rates. If market interest rates rise significantly,
the interest rate paid by a perpetual bond may be much lower than the prevailing interest rate. Perpetual bonds are also subject
to credit risk with respect to the issuer. In addition, because perpetual bonds may be callable after a set period of time, there
is the risk that the issuer may recall the bond.
Variable and Floating Rate Securities.
Variable and floating rate instruments involve certain obligations that may carry variable or floating rates of interest,
and may involve a conditional or unconditional demand feature. Such instruments bear interest at rates which are not fixed, but
which vary with changes in specified market rates or indices. The interest rates on these securities may be reset daily, weekly,
quarterly, or some other reset period, and may have a set floor or ceiling on interest rate changes. There is a risk that the
current interest rate on such obligations may not accurately reflect existing market interest rates.
Corporate Debt Securities. The
Fund may invest in corporate debt securities. The selection of such securities will generally not be dependent on independent
credit analysis or fundamental analysis performed by Krane or the Fund sub-adviser, if applicable. The Fund may invest in all
grades of corporate debt securities including below investment grade as discussed below. See Appendix B for a description of corporate
bond ratings. The Fund may also invest in unrated securities.
Corporate debt securities are typically
fixed-income securities issued by businesses to finance their operations, but may also include bank loans to companies. Notes,
bonds, debentures and commercial paper are the most common types of corporate debt securities. The primary differences between
the different types of corporate debt securities are their maturities and secured or un-secured status. Commercial paper has the
shortest term and is usually unsecured. The broad category of corporate debt securities includes debt issued by domestic or foreign
companies of all kinds, including those with small-, mid- and large-capitalizations. Corporate debt may be rated investment-grade,
below investment-grade or unrated and may carry variable or floating rates of interest.
Because of the wide range of types, and
maturities, of corporate debt securities, as well as the range of creditworthiness of its issuers, corporate debt securities have
widely varying potentials for return and risk profiles. For example, commercial paper issued by a large established domestic corporation
that is rated investment-grade may have a modest return on principal, but is intended to carry relatively limited risk. On the
other hand, a long-term corporate note issued by a small foreign corporation from an emerging market country that has not been
rated may have the potential for relatively large returns on principal, but carries a relatively high degree of risk.
Corporate debt securities carry both
credit risk and interest rate risk. Credit risk is the risk that the Fund could lose money if the issuer of a corporate debt security
does not pay interest or principal when it is due. The credit risk of a particular issuer's debt security may vary based on its
priority for repayment. For example, higher ranking (senior) debt securities have a higher priority than lower ranking (subordinated)
securities. This means that the issuer might not make payments on subordinated securities while continuing to make payments on
senior securities. In addition, in the event of bankruptcy, holders of higher-ranking senior securities may receive amounts otherwise
payable to the holders of more junior securities. Interest rate risk is the risk that the value of certain corporate debt securities
will tend to fall when interest rates rise. In general, corporate debt securities with longer terms tend to fall more in value
when interest rates rise than corporate debt securities with shorter terms.
High Yield Securities. High
yield securities are commonly referred to as “junk bonds.” Investing in these securities involves special risks in
addition to the risks associated with investments in higher-rated fixed income securities. While offering a greater potential
opportunity for capital appreciation and higher yields, high yield securities typically entail greater credit risk and potential
price volatility and may be less liquid than higher-rated securities. The Fund may have difficulty selling certain junk bonds
because they may have a thin trading market. The lack of a liquid secondary market may have an adverse effect on the market price
and the Fund’s ability to dispose of particular issues, including to honor redemptions, and may also make it more difficult
for the Fund to obtain accurate market quotations in valuing these assets. High yield securities are regarded as inherently speculative
with respect to the issuer’s continuing ability to meet principal and interest payments. They may also be more susceptible
to real or perceived adverse economic and competitive industry conditions and changes than higher-rated securities. Issuers of
securities in default may fail to resume principal or interest payments, in which case the Fund may lose its entire investment.
Companies that issue high yield bonds are
often highly leveraged and may not have more traditional methods of financing available to them. During an economic downturn or
recession, highly leveraged issuers of high-yield securities may experience financial stress, and may not have sufficient revenues
to meet their interest payment obligations. Economic downturns tend to disrupt the market for high yield bonds, lowering their
values and increasing their price volatility. The risk of issuer default is higher with respect to high yield bonds because such
issues may be subordinated to other creditors of the issuer and because they may be issued by less financially stable entities.
The credit rating of a high yield bond
does not necessarily address its market value risk, and ratings may from time to time change to reflect developments regarding
the issuer’s financial condition. The lower the rating of a high yield bond, the more speculative its characteristics.
Unrated debt securities may face the same
or more severe risks than high yield securities.
U.S. Dollar-Denominated Foreign Debt
Securities. Foreign debt securities denominated in U.S. dollars may behave very differently from debt securities issued in
local currencies, and there may be little to no correlation between the performance of the two. For example, changes to currency
exchange rates may impact issuers of foreign debt securities denominated in U.S. dollars differently than issuers of debt securities
issued in local currencies. Currency exchange rates can be very volatile and can change quickly and unpredictably, which may adversely
affect the Fund. In addition, if the U.S. dollar increases in value against the local currency of a U.S. dollar-denominated debt
issue, the issuer may be subject to a greater risk of default on their obligations (i.e., are unable to make scheduled interest
or principal payments to investors).
Commercial
Paper. The Fund may invest in commercial paper of U.S. or foreign issuers. U.S. commercial paper generally consists of unsecured
short-term promissory notes with a fixed maturity of no more than 270 days issued by corporations, generally to finance short-term
business needs. Chinese commercial paper that may be purchased by the Fund generally will have no more than one year of remaining
maturity. The Fund may purchase commercial paper of any rating or that is unrated. Commercial paper issues in which the Fund may
invest include securities issued by corporations without registration under the Securities Act in reliance on the exemption from
such registration afforded by Section 3(a)(3) thereof, and commercial paper issued in reliance on the so-called “private
placement” exemption from registration, which is afforded by Section 4(2) of the Securities Act (“Section 4(2) paper”).
Section 4(2) paper is restricted as to disposition under the federal securities laws in that any resale must similarly be made
in an exempt transaction. Section 4(2) paper is normally resold to other institutional investors through or with the assistance
of investment dealers who make a market in Section 4(2) paper, which may provide some liquidity.
Sovereign and Quasi-Sovereign Debt
Obligations. The Fund may invest in sovereign and quasi-sovereign debt obligations. Sovereign debt obligations are issued
or guaranteed by a foreign government or one of its agencies, authorities, instrumentalities, political subdivisions or by a supra-national
organization. Investments in sovereign and quasi-sovereign debt obligations involve special risks not present in corporate debt
obligations. The issuer of the sovereign or quasi-sovereign debt or the governmental authorities that control the repayment of
the debt may be unable or unwilling to repay principal or interest when due, and the Fund may have limited recourse in the event
of a default. Quasi-sovereign debt typically is not guaranteed by a sovereign entity. During periods of economic uncertainty,
the market prices of sovereign and quasi-sovereign debt, and the Fund's net asset value, may be more volatile than prices of U.S.
debt obligations. In the past, certain non-U.S. markets have encountered difficulties in servicing their debt obligations, withheld
payments of principal and interest and declared moratoria on the payment of principal and interest on their sovereign debts.
A sovereign or quasi-sovereign debtor's
willingness or ability to repay principal and pay interest in a timely manner may be affected by, among other factors, its cash
flow situation, the extent of its foreign currency reserves, the availability of sufficient foreign exchange, the relative size
of the debt service burden, politics, the sovereign debtor's policy toward principal international lenders and local political
constraints. Sovereign and quasi-sovereign debtors may also be dependent on expected disbursements from foreign governments, multilateral
agencies and other entities to reduce principal and interest arrearages on their debt. The failure of a sovereign or quasi-sovereign
debtor to implement economic reforms, achieve specified levels of economic performance or repay principal or interest when due
may result in the cancellation of third-party commitments to lend funds to the sovereign or quasi- sovereign debtor, which may
further impair such debtor's ability or willingness to service its debts.
Debt Securities Issued by the World
Bank for Reconstruction and Development (“World Bank”). The Fund may invest in debt securities issued by the World
Bank. Debt securities issued by the World Bank may include high quality global bonds backed by member governments, including the
United States, Japan, Germany, France and the United Kingdom, as well as in bonds in “non-core” currencies, including
emerging markets and European accession countries, structured notes, and discount notes represented by certificates, in bearer
form only, or in un-certified form (Book Entry Discount Notes) with maturities of 360 days or less at a discount, and in the case
of Discount Notes, in certified form only and on an interest bearing basis in the U.S. and Eurodollar markets.
U.S. Government Securities. The
Fund may invest in U.S. government securities. Securities issued or guaranteed by the U.S. government or its agencies or instrumentalities
include U.S. Treasury securities, which are backed by the full faith and credit of the U.S. Treasury and which differ only in their
interest rates, maturities, and times of issuance. U.S. Treasury bills have initial maturities of one-year or less; U.S. Treasury
notes have initial maturities of one to ten years; and U.S. Treasury bonds generally have initial maturities of greater than ten
years. Certain U.S. government securities are issued or guaranteed by agencies or instrumentalities of the U.S. government including,
but not limited to, obligations of U.S. government agencies or instrumentalities such as Fannie Mae, Freddie Mac, the government
National Mortgage Association (“Ginnie Mae”), the Small Business Administration, the Federal Farm Credit Administration,
the Federal Home Loan Banks, Banks for Cooperatives (including the Central Bank for Cooperatives), the Federal Land Banks, the
Federal Intermediate Credit Banks, the Tennessee Valley Authority, the Export-Import Bank of the United States, the Commodity Credit
Corporation, the Federal Financing Bank, the National Credit Union Administration and the Federal Agricultural Mortgage Corporation.
Some obligations issued or guaranteed by
U.S. government agencies and instrumentalities, including, for example, Ginnie Mae pass-through certificates, are supported by
the full faith and credit of the U.S. Treasury. Other obligations issued by federal agencies, such as those securities issued by
Fannie Mae, are not guaranteed by the U.S. government. No assurance can be given that the U.S. government will provide financial
support to such issuers since the U.S. government is not so obligated by law. U.S. Treasury notes and bonds typically pay coupon
interest semi-annually and repay the principal at maturity.
Since 2008, Fannie Mae and Freddie Mac
have been in conservatorship and have received significant capital support through U.S. Treasury preferred stock purchases, as
well as U.S. Treasury and Federal Reserve purchases of their mortgage-backed securities. The Federal Housing Finance Agency (“FHFA”)
and the U.S. Treasury (through its agreement to purchase Fannie Mae and Freddie Mac preferred stock) have imposed strict limits
on the size of their mortgage portfolios. The mortgage-backed security purchase programs ended in 2010. An FHFA stress test suggested
that in a “severely adverse scenario” significant additional Treasury support might be required. No assurance can be
given that Fannie Mae and Freddie Mac will remain successful in meeting their obligations with respect to the debt and mortgage-backed
securities that they issue.
In addition, the problems faced by
Fannie Mae and Freddie Mac, resulting in their being placed into federal conservatorship and receiving significant U.S. government
support, have sparked serious debate among federal policy makers regarding the continued role of the U.S. government in providing
liquidity for mortgage loans. In December 2011, Congress enacted the Temporary Payroll Tax Cut Continuation Act of 2011 which,
among other provisions, requires that Fannie Mae and Freddie Mac increase their single-family guaranty fees by at least 10 basis
points and remit this increase to Treasury with respect to all loans acquired by Fannie Mae or Freddie Mac on or after April 1,
2012 and before January 1, 2022. Nevertheless, discussions among policymakers have continued as to whether Fannie Mae and Freddie
Mac should be nationalized, privatized, restructured, or eliminated altogether. Fannie Mae has reported that there is “significant
uncertainty regarding the future of our company, including how long the company will continue to exist in its current form, the
extent of our role in the market, how long we will be in conservatorship, what form we will have and what ownership interest,
if any, our current common and preferred stockholders will hold in us after the conservatorship is terminated, and whether we
will continue to exist following conservatorship.” Freddie Mac faces similar uncertainty about its future role. Fannie Mae
and Freddie Mac also are the subject of several continuing legal actions and investigations related to certain accounting, disclosure,
or corporate governance matters, which (along with any resulting financial restatements) may continue to have an adverse effect
on the guaranteeing entities. Congress is currently considering several pieces of legislation that would reform U.S. government
sponsored enterprises, proposing to address their structure, mission, portfolio limits, and guarantee fees, among other issues.
U.S. Treasury Obligations. U.S.
Treasury obligations consist of bills, notes and bonds issued by the U.S. Treasury and separately traded interest and principal
component parts of such obligations that are transferable through the federal book-entry system known as Separately Traded Registered
Interest and Principal Securities (“STRIPS”) and Treasury Receipts (“TRs”).
Receipts. Interests in separately
traded interest and principal component parts of U.S. government obligations that are issued by banks or brokerage firms and are
created by depositing U.S. government obligations into a special account at a custodian bank. The custodian holds the interest
and principal payments for the benefit of the registered owners of the certificates or receipts. The custodian arranges for the
issuance of the certificates or receipts evidencing ownership and maintains the register. TRs and STRIPS are interests in accounts
sponsored by the U.S. Treasury. Receipts are sold as zero coupon securities.
U.S. Government Zero Coupon Securities.
STRIPS and receipts are sold as zero coupon securities, that is, fixed income securities that have been stripped of their unmatured
interest coupons. Zero coupon securities are typically sold at a (usually substantial) discount and redeemed at face value at their
maturity date without interim cash payments of interest or principal. The amount of this discount is accreted over the life of
the security, and the accretion constitutes the income earned on the security for both accounting and tax purposes. Because of
these features, the market prices of zero coupon securities are generally more volatile than the market prices of securities that
have similar maturity but that pay interest periodically. Zero coupon securities are likely to respond to a greater degree to interest
rate changes than are non-zero coupon securities with similar maturity and credit qualities.
U.S. Government Agencies. Some
obligations issued or guaranteed by agencies of the U.S. government are supported by the full faith and credit of the U.S. Treasury,
others are supported by the right of the issuer to borrow from the U.S. Treasury, while still others are supported only by the
credit of the instrumentality. Guarantees of principal by agencies or instrumentalities of the U.S. government may be a guarantee
of payment at the maturity of the obligation so that in the event of a default prior to maturity there might not be a market and
thus no means of realizing on the obligation prior to maturity. Guarantees as to the timely payment of principal and interest
do not extend to the value or yield of these securities nor to the value of the Fund’s shares.
Foreign Securities
The Fund may invest its assets in non-U.S.
securities and instruments, or in instruments that provide exposure to such securities and instruments. These instruments may
include debt or equity securities. Investments in non-U.S. securities involve certain risks that may not be present with investments
in U.S. securities. For example, investments in non-U.S. securities may be subject to risk of loss due to foreign currency fluctuations
or to political or economic instability. There may be less information publicly available about non-U.S. issuers. Non-U.S. issuers
may be subject to different accounting, auditing, financial reporting and investor protection standards than U.S. issuers. Investments
in non-U.S. securities may be subject to withholding or other taxes and may be subject to additional trading, settlement, custodial,
and operational risks (including restrictions on the transfers of securities). With respect to certain countries, there is the
possibility of government intervention and expropriation or nationalization of assets. Because legal systems differ, there is
also the possibility that it will be difficult to obtain or enforce legal judgments in certain countries.
Non-U.S. markets may not be as developed
or efficient as, and may be more volatile than, those in the U.S. While the volume of shares traded on non-U.S. markets generally
have been growing, such markets usually have substantially less volume than U.S. markets. Therefore, the Fund’s investments
in non-U.S. securities may be less liquid and subject to more rapid and erratic price movements than comparable securities trading
in the U.S. For example, non-U.S. equity securities may trade at price/earnings multiples higher than comparable U.S. securities
and such levels may not be sustainable. There may be less government supervision and regulation of foreign stock exchanges, brokers,
banks and listed companies abroad than in the U.S. Moreover, settlement practices for transactions in foreign markets may differ
from those in U.S. markets. Such differences may include delays beyond periods customary in the U.S. and practices, such as delivery
of securities prior to receipt of payment, that increase the likelihood of a failed settlement, which can result in losses to
the Fund. Foreign exchanges may be open on days when the Fund does not price its shares, thus, the value of the securities in
the Fund’s portfolio may change on days when shareholders will not be able to purchase or sell the Fund’s shares.
Conversely, Fund shares may trade on days when foreign exchanges are closed. Each of these factors can make investments in the
Fund more volatile and potentially less liquid than other types of investments. In addition, the Fund may change its creation
or redemption procedures without notice in connection with restrictions on the transfer of securities. For more information on
creation and redemption procedures, see “Creation and Redemption of Creation Units” herein.
Foreign brokerage commissions, custodial
expenses and other fees are also generally higher than for securities traded in the U.S. This may cause the Fund to incur higher
portfolio transaction costs than domestic funds. Fluctuations in exchange rates may also affect the earning power and asset value
of the foreign entity issuing a security, even one denominated in U.S. dollars. Dividend and interest payments may be repatriated
based on the exchange rate at the time of disbursement, but restrictions on capital flows may be imposed.
Economic conditions, such as volatile
currency exchange rates and interest rates, political events and other conditions may, without prior warning, lead to government
intervention and the imposition of “capital controls.” Countries use these controls to restrict volatile movements
of capital entering (inflows) and exiting (outflows) their country to respond to certain economic conditions. Capital controls
include the prohibition of, or restrictions on, the ability to transfer currency, securities or other assets. Levies may be placed
on profits repatriated by foreign entities (such as the Fund). Capital controls may impact the ability of the Fund to create and
redeem Creation Units, adversely affect the trading market for shares of the Fund, and cause shares of the Fund to trade at prices
materially different from NAV. There can be no assurance that a country in which the Fund invests will not impose a form of capital
control to the possible detriment of the Fund and its shareholders. The Fund may also be subject to delays in converting or transferring
U.S. dollars to foreign currencies for the purpose of purchasing foreign securities. This may hinder the Fund’s performance,
since any delay could result in the Fund missing an investment opportunity and purchasing securities at a higher price than originally
intended, or incurring cash drag.
Investing in foreign companies may involve
risks not typically associated with investing in companies domiciled in the United States. The value of securities denominated
in foreign currencies, and of dividends from such securities, can change significantly when foreign currencies strengthen or weaken
relative to the U.S. dollar. Foreign securities markets generally have less trading volume and less liquidity than U.S. markets,
and prices in some foreign markets can be very volatile. Many foreign countries lack uniform accounting and disclosure standards
comparable to those that apply to U.S. companies, and it may be more difficult to obtain reliable information regarding a foreign
issuer’s financial condition and operations. In addition, the costs of foreign investing, including withholding taxes, brokerage
commissions, and custodial fees, generally are higher than for U.S. investments. Investing in companies located abroad also carries
political and economic risks distinct from those associated with investing in the United States. Foreign investment may be affected
by actions of foreign governments adverse to the interests of U.S. investors, including the possibility of seizure, expropriation
or nationalization of assets, including foreign deposits, confiscatory taxation, restrictions on U.S. investment, or on the ability
to repatriate assets or to convert currency into U.S. dollars. There may be a greater possibility of default by foreign governments
or foreign-government sponsored enterprises. Investments in foreign countries also involve a risk of local political, economic,
or social instability, military action or unrest, or adverse diplomatic developments.
Geographic Focus. Funds that
are less diversified across countries or geographic regions are generally riskier than more geographically diversified funds.
To the extent the Fund focuses on a specific region, it will be more exposed to that region’s economic cycles, currency
exchange rates, stock market valuations and political risks, among others, compared with a more geographically diversified fund.
The economies and financial markets of certain regions, such as Asia, can be interdependent and may be adversely affected by the
same events. Set forth below for certain markets in which the Fund may invest are brief descriptions of some of the conditions
and risks in each such market.
Investments in Emerging Markets
Securities. The Fund may invest in markets that are considered to be “emerging.” Investing in securities listed
and traded in emerging markets may be subject to additional risks associated with emerging market economies. Such risks may include:
(i) greater market volatility, (ii) greater risk of asset seizures and capital controls, (iii) lower trading volume and liquidity,
(iv) greater social, political and economic uncertainty, (v) governmental controls on foreign investments and limitations on repatriation
of invested capital, (vi) lower disclosure, corporate governance, auditing and financial reporting standards, (vii) fewer protections
of property rights, (viii) restrictions on the transfer of securities or currency, and (ix) settlement and trading practices that
differ from U.S. markets. Emerging markets are generally less liquid and less efficient than developed securities markets.
Investments in Frontier Market Securities.
Frontier market countries generally have smaller economies and less developed capital markets or legal, regulatory and political
systems than traditional emerging market countries. As a result, the risks of investing in emerging market countries are magnified
in frontier market countries.
Investments in Asia. Investments
in securities of issuers in Asian countries involve risks not typically associated with investments in securities of issuers in
other regions. Such heightened risks include, among others, expropriation and/or nationalization of assets, confiscatory taxation,
political instability, including authoritarian and/or military involvement in governmental decision-making, armed conflict and
social instability as a result of religious, ethnic and/or socio-economic unrest. Certain Asian economies have experienced rapid
rates of economic growth and industrialization in recent years, and there is no assurance that these rates of economic growth and
industrialization will be maintained.
Certain Asian countries have democracies
with relatively short histories, which may increase the risk of political instability. These countries have faced political and
military unrest, and further unrest could present a risk to their local economies and securities markets. Indonesia and the Philippines
have each experienced violence and terrorism, which has negatively impacted their economies. North Korea and South Korea each
have substantial military capabilities, and historical tensions between the two countries present the risk of war. Any outbreak
of hostilities between the two countries could have a severe adverse effect on the South Korean economy and securities market.
Increased political and social unrest in these geographic areas could adversely affect the performance of investments in this
region.
Certain governments in this region administer
prices on several basic goods, including fuel and electricity, within their respective countries. Certain governments may exercise
substantial influence over many aspects of the private sector in their respective countries and may own or control many companies.
Future government actions could have a significant effect on the economic conditions in this region, which in turn could have a
negative impact on private sector companies. There is also the possibility of diplomatic developments adversely affecting investments
in the region.
Corruption and the perceived lack of a
rule of law in dealings with international companies in certain Asian countries may discourage foreign investment and could negatively
impact the long-term growth of certain economies in this region. In addition, certain countries in the region are experiencing
high unemployment and corruption, and have fragile banking sectors. Their securities markets are not as developed as those of other
countries and, therefore, are subject to additional risks such as trading halts.
Some economies in this region are dependent
on a range of commodities, including oil, natural gas and coal. Accordingly, they are strongly affected by international commodity
prices and particularly vulnerable to any weakening in global demand for these products. The market for securities in this region
may also be directly influenced by the flow of international capital, and by the economic and market conditions of neighboring
countries. Adverse economic conditions or developments in neighboring countries may increase investors' perception of the risk
of investing in the region as a whole, which may adversely impact the market value of the securities issued by companies in the
region.
Investments in Brazil. Brazil has
experienced economic instability resulting from, among other things, periods of very high inflation, persistent structural public
sector deficits and significant devaluations of its currency, leading also to a high degree of price volatility in both the Brazilian
equity and foreign currency markets. Brazilian companies may also be adversely affected by high interest and unemployment rates,
fluctuations in commodity prices, significant public health concerns, and associated declines in tourism.
Investments in China. The Chinese
economy is generally considered an emerging market and can be significantly affected by economic and political conditions and policy
in China and surrounding Asian countries. The economy of China, which has been in a state of transition from a planned economy
to a more market oriented economy, differs from the economies of most developed countries in many respects, including the level
of government involvement, its state of development, its growth rate, control of foreign exchange, and allocation of resources.
Although the majority of productive assets
in China are still owned by the Chinese government at various levels, the Chinese government has implemented economic reform measures
emphasizing utilization of market forces in the development of the economy of China and a high level of management autonomy. The
economy of China has experienced significant growth in the past 20 years, but growth has been uneven both geographically and among
various sectors of the economy. Economic growth has often been accompanied by periods of high inflation in China. The Chinese government
has implemented various measures from time to time to control inflation and restrain the rate of economic growth.
The Chinese government has carried
out economic reforms to achieve decentralization and utilization of market forces to develop the economy of China. These reforms
have resulted in significant economic growth and social progress. There can, however, be no assurance that the Chinese government
will continue to pursue such economic policies or, if it does, that those policies will continue to be successful. Any such adjustment
and modification of those economic policies may have an adverse impact on the securities market in China, the portfolio securities
of the Fund or the Fund itself. Further, the Chinese government may from time to time adopt corrective measures to control the
growth of the Chinese economy which may also have an adverse impact on the capital growth and performance of the Fund. Political
changes, social instability and adverse diplomatic developments in China could result in the imposition of additional government
restrictions including expropriation of assets, confiscatory taxes or nationalization of some or all of the property held by the
underlying issuers of the Fund’s portfolio securities. As the Chinese economy develops, its growth may slow significantly
and sometimes unexpectedly. The laws, regulations, including the investment regulations allowing foreigners to invest in Chinese
securities, government policies and political and economic climate in China may change with little or no advance notice. Any such
change could adversely affect market conditions and the performance of the Chinese economy and, thus, the value of securities
in the Fund’s portfolio.
The Chinese government continues to
be an active participant in many economic sectors through ownership positions and regulation. The allocation of resources in China
is subject to a high level of government control. The Chinese government strictly regulates the payment of foreign currency denominated
obligations and sets monetary policy. Through its policies, the government may provide preferential treatment to particular industries
or companies. The policies set by the government could have a substantial effect on the Chinese economy and the Fund’s investments.
The Chinese government strictly regulates the payment of foreign currency denominated obligations and sets monetary policy, and
may introduce new laws and regulations that have an adverse effect on the Fund.
In addition, the Chinese economy is
export-driven and highly reliant on trade. Recent developments in relations between the United States and China have heightened
concerns of increased tariffs and restrictions on trade between the two countries. An increase in tariffs or trade restrictions,
or even the threat of such developments, could lead to a significant reduction in international trade, which could have a negative
impact on China's export industry and a commensurately negative impact on the Fund. A downturn in the economies of China’s
primary trading partners could also slow or eliminate the growth of the Chinese economy and adversely impact the Fund’s
investments.
The performance of the Chinese economy
may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product, rate of inflation,
currency depreciation, capital reinvestment, resource self-sufficiency and balance of payments position. Adverse changes to the
economic conditions of its primary trading partners, such as the United States, Japan and South Korea, would adversely impact
the Chinese economy and the Fund’s investments. Moreover, the slowdown in other significant economies of the world, such
as the United States, the European Union (“EU”) and certain Asian countries, may adversely affect economic growth
in China. An economic downturn in China would likely adversely the Fund’s investments.
The regulatory and legal framework
for capital markets in China may not be as well developed as those of developed countries. Chinese laws and regulations affecting
securities markets are relatively new and evolving, and enforcement of these regulations involve significant uncertainties. No
assurance can be given that changes in such laws and regulations, their interpretation or their enforcement will not have a material
adverse effect on their business operations or on the Fund.
Although China has begun the process
of privatizing certain sectors of its economy, privatized entities may lose money and/or be re-nationalized. Accordingly, an investment
in the Fund involves a risk of total loss. In the Chinese securities markets, a small number of issuers may represent a large
portion of the entire market. The Chinese securities markets are characterized by relatively frequent trading halts and low trading
volume, resulting in substantially less liquidity and greater price volatility. These risks may be more pronounced for the A Share
market than for Chinese equity securities markets generally because the A Share market is subject to greater government restrictions
and control, including the risk of nationalization or expropriation of private assets which could result in a total loss of an
investment in the Fund.
Repatriations of gains and income on PRC
securities may require the approval of China’s State Administration of Foreign Exchange (“SAFE”) and principal
invested pursuant to the PRC securities quota may be subject to repatriation restrictions, depending on the license used and the
period from remittance of funds into China.
Investments in Eastern Europe.
Many countries in Eastern Europe are in their infancy and are developing rapidly, but such countries may lack the social, political
and economic stability of more developed countries. Emerging market countries in Europe will be significantly affected by the
fiscal and monetary controls of the European Monetary Union. Changes in regulations on trade, decreasing imports or exports, changes
in the exchange rate of the euro and recessions among European countries may have a significant adverse effect on the economies
of other European countries including those of Eastern Europe. The markets in Eastern Europe remain relatively undeveloped and
can be particularly sensitive to political and economic developments, including those relating to Russia. Additionally, the small
size and inexperience of the securities markets in Eastern European countries and the limited volume of trading in securities
in those markets may make the Fund’s investments in such countries illiquid or more volatile than investments in more developed
countries.
Investments in Germany. Investment
in German issuers subjects the Fund to legal, regulatory, political, currency, security, and economic risks specific to Germany.
Recently, new concerns have emerged in relation to the economic health of the European Union. These concerns have led to downward
pressure on the earnings of certain European issuers, including German financial services companies. Secessionist movements, such
as the Catalan movement in Spain, may have an adverse effect on the German economy. The German economy is dependent to a significant
extent on the economies of certain key trading partners, including the Netherlands, China, United States, United Kingdom, France,
Italy and other European countries. Reduction in spending on German products and services, or changes in any of its key trading
partners’ economies may have an adverse impact on the German economy. Recent developments in relations between the United
States and its trading partners have heightened concerns of increased tariffs and restrictions on trade between the countries.
An increase in tariffs or trade restrictions, or even the threat of such developments, could lead to a significant reduction in
international trade, which could have a negative impact on Germany's export industry and a commensurately negative impact on the
Fund. In addition, heavy regulation of labor, energy and product markets in Germany may have an adverse impact on German issuers.
Such regulations may negatively impact economic growth or cause prolonged periods of recession.
Investments in Hong Kong. The
Fund may invest in securities listed and traded on the Hong Kong Stock Exchange. In addition to the risks of investing in non-U.S.
securities, investing in securities listed and traded in Hong Kong involves special considerations not typically associated with
investing in countries with more democratic governments or more established economies or securities markets. Such risks may include:
(i) the risk of nationalization or expropriation of assets or confiscatory taxation; (ii) greater social, economic and political
uncertainty (including the risk of war); (iii) dependency on exports and the corresponding importance of international trade;
(iv) increasing competition from Asia’s other low-cost emerging economies; (v) currency exchange rate fluctuations and the
lack of available currency hedging instruments; (vi) higher rates of inflation; (vii) controls on foreign investment and limitations
on repatriation of invested capital and on the Fund’s ability to exchange local currencies for U.S. dollars; (viii) greater
governmental involvement in and control over the economy; (ix) the risk that the Chinese government may decide not to continue
to support the economic reform programs implemented since 1978 and could return to the prior, completely centrally planned, economy;
(x) the fact that Chinese companies, particularly those located in China, may be smaller, less seasoned and newly organized; (xi)
the differences in, or lack of, auditing and financial reporting standards which may result in unavailability of material information
about issuers, particularly in China; (xii) the fact that statistical information regarding the economy of China may be inaccurate
or not comparable to statistical information regarding the U.S. or other economies; (xiii) the less extensive, and still developing,
regulation of the securities markets, business entities and commercial transactions; (xiv) the fact that the settlement period
of securities transactions in foreign markets may be longer; (xv) the fact that the willingness and ability of the Chinese government
to support the Chinese and Hong Kong economies and markets is uncertain; (xvi) the risk that it may be more difficult, or impossible,
to obtain and/or enforce a judgment than in other countries; (xvii) the rapidity and erratic nature of growth, particularly in
China, resulting in inefficiencies and dislocations; (xviii) the risk that, because of the degree of interconnectivity between
the economies and financial markets of China and Hong Kong, any sizable reduction in the demand for goods from China, or an economic
downturn in China, could negatively affect the economy and financial market of Hong Kong as well; and (xix) the risk that certain
companies in the Fund’s underlying index may have dealings with countries subject to sanctions or embargoes imposed by the
U.S. Government or identified as state sponsors of terrorism.
Investments in Hong Kong are also subject
to certain political risks. Following the establishment of the People’s Republic of China by the Communist Party in 1949,
the Chinese government renounced various debt obligations incurred by China’s predecessor governments, which obligations
remain in default, and expropriated assets without compensation. There can be no assurance that the Chinese government will not
take similar action in the future. An investment in the Fund involves risk of a total loss. China has committed by treaty to preserve
Hong Kong’s autonomy and its economic, political and social freedoms for 50 years from the July 1, 1997 transfer of sovereignty
from Great Britain to China. However, if China would exert its authority so as to alter the economic, political or legal structures
or the existing social policy of Hong Kong, or is followed by political or economic disruptions, investor and business confidence
in Hong Kong could be negatively affected, which in turn could negatively affect markets and business performance. These and other
factors could have a negative impact on the Fund’s performance.
Investments in India. Foreign
investment in the securities of issuers in India is usually restricted or controlled to some degree. Under normal circumstances,
income, gains and initial capital with respect to such investments are freely repatriable, subject to payment of applicable Indian
taxes. There can be no assurance that these investment control regimes will not change in a way that makes it more difficult or
impossible for the Fund to implement its investment objective or repatriate its income, gains and initial capital from India.
The Indian government exercises significant
influence over many aspects of the economy. Government actions, bureaucratic obstacles and inconsistent economic reform could
have a significant effect on the economy and the Fund’s investments in India. There can be no assurance that the Indian
government in the future, whether for purposes of managing its balance of payments or for other reasons, will not impose restrictions
on foreign capital remittances abroad or otherwise modify the exchange control regime applicable to foreign institutional investors
in such a way that may adversely affect the ability of the Fund to repatriate its income and capital.
Founders and their families control
many Indian companies. Corporate governance standards of family-controlled companies may be weaker and less transparent, which
increases the potential for loss and unequal treatment of investors. The securities market in India is substantially smaller,
less liquid and significantly more volatile than the securities market in the U.S. Exchanges have also experienced problems such
as temporary exchange closures, broker defaults, settlement delays and broker strikes that, if they occur again in the future,
could affect the market prices and liquidity of the Indian securities in which the Fund invests. In addition, the governing bodies
of the various Indian stock exchanges have from time to time imposed restrictions on trading in certain securities, limits on
price movements and margin requirements. The relatively small market capitalizations of, and trading values on, the principal
stock exchanges may cause the Fund’s investments in securities listed on these exchanges to be comparatively less liquid
and subject to greater price volatility than comparable U.S. investments.
Religious, cultural and border disputes
persist in India. The Indian government has confronted separatist movements in several Indian states. The longstanding dispute
with Pakistan over the bordering Indian state of Jammu and Kashmir remains unresolved. If the Indian government is unable to control
the violence and disruption associated with these tensions (including both domestic and external sources of terrorism), the results
could destabilize the economy and, consequently, adversely affect the Fund’s investments. Both India and Pakistan have tested
nuclear weapons, and the threat of deploying such weapons could hinder development of the Indian economy, and escalating tensions
could impact the broader region, including China.
Investments in Indonesia. Indonesia
is subject to a considerable degree of economic, political and social instability. Indonesia has experienced currency devaluations,
substantial rates of inflation, widespread corruption and economic recessions. Indonesia is considered an emerging market, and
its securities laws are unsettled. Judicial enforcement of contracts with foreign entities is inconsistent and, as a result of
pervasive corruption, subject to the risk that cases will not be judged impartially. Indonesia has a history of political and military
unrest and has recently experienced acts of terrorism that have targeted foreigners. Such acts of terrorism have had a negative
impact on tourism, an important sector of the Indonesian economy. Additionally, Indonesia has faced violent separatist movements
on the islands of Sumatra and Timor, as well as outbreaks of violence amongst religious and ethnic groups. Although the Indonesian
government has recently revised policies intended to coerce cultural assimilation of ethnic minorities, a history of discrimination,
official persecution, and populist violence continues to heighten the risk of economic disruption in Indonesia due to ethnic tensions.
In addition, the Indonesian economy is heavily dependent on trading relationships with certain key trading partners, including
China, Japan, Singapore and the United States.
Investment in Japan. The Japanese
yen has shown volatility over the past two decades and such volatility could affect returns in the future. The yen may also be
affected by currency volatility elsewhere in Asia. Depreciation of the yen, and any other currencies in which the Fund’s
securities are denominated, will decrease the value of the Fund’s holdings.
Japan’s growth prospects appear to
be dependent on its export capabilities. Japan’s neighbors, in particular China, have become increasingly important export
markets. Despite a strengthening in the economic relationship between Japan and China, the countries’ political relationship
has at times been strained in recent years. Should political tension increase, it could adversely affect the economy and destabilize
the region as a whole. Japan also remains heavily dependent on oil imports, and higher commodity prices could therefore have a
negative impact on the economy. The natural disasters that have impacted Japan and the ongoing recovery efforts have had a negative
effect on Japan’s economy. Japan has an aging population and, as a result, Japan’s workforce is shrinking. Japan’s
economy may suffer if this trend continues.
Investments in Latin America. Latin
America, including Brazil and Mexico, has long suffered from political, economic, and social instability. For investors, this
has meant additional risk caused by periods of regional conflict, political corruption, totalitarianism, protectionist measures,
nationalization, hyperinflation, debt crises and defaults, sudden and large currency devaluation, and intervention by the military
in civilian and economic spheres. For example, the government of Brazil imposes a tax on foreign investment in Brazilian stocks
and bonds, which may affect the value of the Fund’s investments in Brazilian issuers. While some Latin American governments
have experienced privatization of state-owned companies and relaxation of trade restrictions, future free-market economic reforms
are uncertain, and political unrest could result in significant disruption in securities markets in the region. The economies
of certain Latin American countries have experienced high interest rates, economic volatility, inflation and high unemployment
rates. Adverse economic events in one country may have a significant adverse effect on other Latin American countries.
Commodities (such as oil, gas and minerals)
represent a significant percentage of the region’s exports and many economies in this region are particularly sensitive to
fluctuations in commodity prices. Some markets are in areas that have historically been prone to natural disasters or are economically
sensitive to environmental events, and a natural disaster could have a significant adverse impact on the economies in the geographic
region.
Many Latin American countries have
high levels of debt, which may stifle economic growth, contribute to prolonged periods of recession and adversely impact the Fund’s
investments. Most countries have been forced to restructure their loans or risk default on their debt obligations. Interest on
debt is subject to market conditions and may reach levels that would impair economic activity and create a difficult and costly
environment for borrowers. Governments may be forced to reschedule or freeze their debt repayment, which could negatively affect
local markets.
Investments in Middle East. Many
Middle Eastern countries are prone to political turbulence, which may have an adverse impact on the Fund. Many economies in the
Middle East are highly reliant on income from the sale of oil or trade with countries involved in the sale of oil, and their economies
are therefore vulnerable to changes in the market for oil and foreign currency values. As global demand for oil fluctuates, many
Middle Eastern economies may be significantly impacted.
In addition, many Middle Eastern governments
have exercised and continue to exercise substantial influence over many aspects of the private sector. In certain cases, a Middle
Eastern country’s government may own or control many companies, including some of the largest companies in the country.
Accordingly, governmental actions in the future could have a significant effect on economic conditions in Middle Eastern countries.
This could affect private sector companies and the Fund, as well as the value of securities in the Fund's portfolio.
Certain Middle Eastern markets are in the
earliest stages of development. As a result, there may be 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 investors and financial
intermediaries. Brokers in Middle Eastern countries typically are fewer in number and less well capitalized than brokers in the
United States.
The legal systems in certain Middle
Eastern countries also may have an adverse impact on the Fund. For example, the potential liability of a shareholder in a U.S.
corporation with respect to acts of the corporation generally is limited to the amount of the shareholder’s investment.
However, the notion of limited liability is less clear in certain Middle Eastern countries. The Fund therefore may be liable in
certain Middle Eastern countries for the acts of a corporation in which it invests for an amount greater than its actual investment
in that corporation. Similarly, the rights of investors in Middle Eastern issuers may be more limited than those of shareholders
of a U.S. corporation. It may be difficult or impossible to obtain or enforce a legal judgment in a Middle Eastern country. Some
Middle Eastern countries prohibit or impose substantial restrictions on investments in their capital markets, particularly their
equity markets, by foreign entities such as the Fund. For example, certain countries may require governmental approval prior to
investment by foreign persons or limit the amount of investment by foreign persons in a particular issuer. Certain Middle Eastern
countries may also limit the investment by foreign persons to only a specific class of securities of an issuer that may have less
advantageous terms (including price) than securities of the issuer available for purchase by nationals.
The manner in which foreign investors
may invest in companies in certain Middle Eastern countries, as well as limitations on those investments, may have an adverse
impact on the operations of the Fund. For example, in certain of these countries, the Fund may be required to invest initially
through a local broker or other entity and then have the shares that were purchased re-registered in the name of the Fund. Re-registration
in some instances may not be possible on a timely basis. This may result in a delay during which the Fund may be denied certain
of its rights as an investor, including rights as to dividends or to be made aware of certain corporate actions. There also may
be instances where the Fund places a purchase order but is subsequently informed, at the time of re-registration, that the permissible
allocation of the investment to foreign investors has been filled.
Substantial limitations may exist in
certain Middle Eastern countries with respect to the Fund’s ability to repatriate investment income or capital gains. The
Fund could be adversely affected by delays in, or a refusal to grant, any required governmental approval for repatriation of capital,
as well as by the application to the Fund of any restrictions on investment.
Certain Middle Eastern countries may
be heavily dependent upon international trade and, consequently, have been and may continue to be negatively affected by trade
barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated
by the countries with which they trade. These countries also have been and may continue to be adversely impacted by economic conditions
in the countries with which they trade. In addition, certain issuers located in Middle Eastern countries in which the Fund invests
may operate in, or have dealings with, countries subject to sanctions and/or embargoes imposed by the U.S. government and the
United Nations, and/or countries identified by the U.S. government as state sponsors of terrorism. As a result, an issuer may
sustain damage to its reputation if it is identified as an issuer which operates in, or has dealings with, such countries. The
Fund, as an investor in such issuers, will be indirectly subject to those risks.
Certain Middle Eastern countries have strained
relations with other Middle Eastern countries due to territorial disputes, historical animosities or defense concerns, which may
adversely affect the economies of these Middle Eastern countries. Certain Middle Eastern countries experience significant unemployment,
as well as widespread underemployment. Recently, many Middle Eastern countries have experienced political, economic and social
unrest as protestors have called for widespread reform. These protests may adversely affect the economies of these Middle Eastern
countries.
Investments in South Africa. South
Africa’s two-tiered economy, with one rivaling developed countries and the other exhibiting many characteristics of developing
countries, is characterized by uneven distribution of wealth and income and high rates of unemployment. This may cause civil and
social unrest, which could adversely impact the South African economy. Ethnic and civil conflict could result in the abandonment
of many of South Africa’s free market reforms. In addition, South Africa has experienced high rates of human immunodeficiency
virus (HIV) and HIV remains a prominent health concern. Although economic reforms have been enacted to promote growth and foreign
investments, there can be no assurance that these programs will achieve the desired results. South Africa’s inadequate currency
reserves have left its currency vulnerable, at times, to devaluation. South Africa has privatized or has begun the process of privatization
of certain entities and industries. In some instances, investors in certain newly privatized entities have suffered losses due
to the inability of the newly privatized entities to adjust quickly to a competitive environment or to changing regulatory and
legal standards. There is no assurance that such losses will not recur. Despite significant reform and privatization, the South
African government continues to control a large share of South African economic activity. Heavy regulation of labor and product
markets is pervasive and may stifle South African economic growth or cause prolonged periods of recession. The agriculture and
mining sectors of South Africa’s economy account for a large portion of its exports, and thus the South African economy is
susceptible to fluctuations in these commodity markets. Moreover, the South African economy is heavily dependent upon the economies
of Europe, Asia (particularly Japan) and the United States. Reduction in spending by these economies on South African products
and services or negative changes in any of these economies may cause an adverse impact on the South African economy. South Africa
has historically experienced acts of terrorism and strained international relations related to border disputes, historical animosities,
racial tensions and other defense concerns. These situations may cause uncertainty in the South African market and may adversely
affect the South African economy.
Investments in South Korea. The
South Korean economy is heavily dependent on trading exports and on the economies of other Asian countries, especially China or
Southeast Asia, and the United States as key trading partners. Distributions in trade activity, reductions in spending by these
economies on South Korean products and services or negative changes in any of these economies may have an adverse impact on the
South Korean economy. Furthermore, South Korea’s economy may be impacted by currency fluctuations and increasing competition
from Asia’s other low-cost emerging economies. Finally, South Korea’s economic growth potential has recently been on
a decline due to, among other factors, a rapidly aging population and structural problems.
Substantial tensions with North Korea
may cause further uncertainty in the political and economic climate of South Korea. North and South Korea each have substantial
military capabilities, and historical tensions between the two present the ongoing risk of war. Any outbreak of hostilities between
the two countries, or even the threat of an outbreak of hostilities, may have a severe adverse effect on the South Korean economy
and any investments in South Korea.
Investments in Taiwan. The political
reunification of China and Taiwan, over which China continues to claim sovereignty, remains tense and is unlikely to be settled
in the near future. China has staged frequent military drills off the coast of Taiwan and relations between China and Taiwan have
been hostile at times. This continuing hostility between China and Taiwan may have an adverse impact on the values of the Fund’s
investments in China or Taiwan, or make such investments impracticable or impossible. Any escalation of hostility between China
and Taiwan would likely have a significant adverse impact on the value of the Fund’s investments in both countries and the
region. In addition, certain Asian economies have experienced over-extension of credit, currency devaluations and restrictions,
high unemployment, high inflation, decreased exports and economic recessions. Economic events in any one country may have a significant
economic effect on the entire Asian region and any adverse events in the Asian markets may have a significant adverse effect on
Taiwanese companies.
Taiwan’s growth has been export-driven
to a significant degree. As a result, Taiwan is affected by changes in the economies of its main trading partners. If growth in
the export sector declines, future growth will be increasingly reliant on domestic demand. Taiwan has limited natural resources,
resulting in dependence on foreign sources for certain raw materials and vulnerability to global fluctuations of price and supply.
This dependence is especially pronounced in the energy sector. Any fluctuations or shortages in the commodity markets could have
a negative impact on Taiwan’s economy. A significant increase in energy prices could have an adverse impact on Taiwan’s
economy.
Investments in United Kingdom. In
a referendum held on June 23, 2016, citizens of the United Kingdom voted to leave the European Union (“EU”), creating
economic and political uncertainty in its wake. There is considerable uncertainty as to the position of the United Kingdom and
the arrangements that will apply to its relationships with the EU and other countries following its anticipated withdrawal. This
uncertainty may affect other countries in the EU, or elsewhere, including issuers located in emerging market countries, if they
are considered to be impacted by these events.
The United Kingdom has one of the largest
economies in Europe, and member countries of the EU are substantial trading partners of the United Kingdom. The City of London’s
economy is dominated by financial services, some of which may have to move outside of the United Kingdom post-referendum (e.g.,
currency trading, international settlement). Under Brexit, banks may be forced to move staff and comply with two separate sets
of rules or lose business to banks in Europe. Furthermore, the referendum creates the potential for decreased trade, the possibility
of capital outflows, devaluation of the pound sterling, the cost of higher corporate bond spreads due to uncertainty, and the risk
that all the above could damage business and consumer spending as well as foreign direct investment. As a result of the referendum,
the British economy and its currency may be negatively impacted by changes to its economic and political relations with the EU.
The impact of the referendum in the near-
and long-term is still unknown and could have additional adverse effects on economies, financial markets and asset valuations around
the world.
Currency Transactions
The Fund may enter into spot currency transactions,
foreign currency forward and foreign currency futures contracts. Foreign currency forward and foreign currency futures contracts
are derivatives and are subject to derivatives risk.
Forward Foreign Currency Contracts.
A forward foreign currency exchange contract (“forward contract”) involves an obligation to purchase or sell a
specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties,
at a price set at the time of the contract. These contracts are principally traded in the interbank market conducted directly
between currency traders (usually large commercial banks) and their customers. A forward contract generally has no margin deposit
requirement.
A non-deliverable forward contract
is a forward contract where there is no physical settlement of two currencies at maturity. Non-deliverable forward contracts are
contracts between parties in which one party agrees to make a payment to the other party (the “Counterparty”) based
on the change in market value or level of a specified currency. In return, the Counterparty agrees to make payment to the first
party based on the return of a different specified currency. Non-deliverable forward contracts will usually be done on a net basis,
with the Fund receiving or paying only the net amount of the two payments. The net amount of the excess, if any, of the Fund’s
obligations over its entitlements with respect to each non-deliverable forward contract is accrued on a daily basis and an amount
of cash or highly liquid securities having an aggregate value at least equal to the accrued excess is maintained in an account
at the Trust’s custodian bank. The risk of loss with respect to non-deliverable forward contracts generally is limited to
the net amount of payments that the Fund is contractually obligated to make or receive.
Foreign Currency Futures Contracts.
A foreign currency futures contract is a contract involving an obligation to deliver or acquire the specified amount of a specific
currency, at a specified price and at a specified future time. Futures contracts may be settled on a net cash payment basis rather
than by the sale and delivery of the underlying currency.
Currency exchange transactions involve
a significant degree of risk and the markets in which currency exchange transactions are effected are highly volatile, specialized
and technical. Significant changes, including changes in liquidity and prices, can occur in such markets within very short periods
of time, often within minutes. Currency exchange trading risks include, but are not limited to, exchange rate risk, maturity gap,
interest rate risk, and potential interference by foreign governments through regulation of local exchange markets, foreign investment
or particular transactions in foreign currency. If the Fund utilizes foreign currency transactions at an inappropriate time, such
transactions may not serve their intended purpose of improving the correlation of the Fund’s return with the performance
of the underlying index and may lower the Fund’s return. The Fund could experience losses if the value of any currency forwards
and futures positions is poorly correlated with its other investments or if it could not close out its positions because of an
illiquid market. Such contracts are subject to the risk that the counterparty will default on its obligations. In addition, the
Fund will incur transaction costs, including trading commissions, in connection with certain foreign currency transactions.
Foreign Exchange Spot Transactions.
The Fund may settle trades of holdings denominated in foreign currencies on a spot (i.e., cash) basis at the prevailing
rate in the foreign currency exchange market. A foreign exchange spot transaction, also known as FX spot, is an agreement between
two parties to buy one currency against selling another currency at an agreed price for settlement on the spot date. The exchange
rate at which the transaction is done is called the spot exchange rate. Unlike forward foreign currency exchange contracts and
foreign currency futures contracts, which involve trading a particular amount of a currency pair at a predetermined price at some
point in the future, the underlying currencies in a spot FX are exchanged following the settlement date.
Equity Securities
The Fund may invest in equity securities.
Equity securities represent ownership interests in a company or partnership and include common stocks, preferred stocks, warrants
to acquire common stock, securities convertible into common stock, and investments in master limited partnerships. Investments
in equity securities in general are subject to market risks that may cause their prices to fluctuate over time. Fluctuations in
the value of equity securities in which the Fund invests will cause the NAV of the Fund to fluctuate. Global stock markets, including
the U.S. stock market, tend to be cyclical, with periods when stock prices generally rise and periods when stock prices generally
decline. The Fund may purchase equity securities traded on exchanges or the over-the-counter (“OTC”) market. The Fund
may invest in the types of equity securities described in more detail below.
Common Stock. Common stock represents
an equity or ownership interest in an issuer. In the event an issuer is liquidated or declares bankruptcy, the claims of owners
of bonds and preferred stock take precedence over the claims of those who own common stock.
Preferred Stock. Preferred stock
represents an equity or ownership interest in an issuer that pays dividends at a specified rate and that has precedence over common
stock in the payment of dividends. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds take
precedence over the claims of those who own preferred and common stock.
Convertible Securities. Convertible
securities are bonds, debentures, notes, preferred stocks or other securities that may be converted or exchanged (by the holder
or by the issuer) into shares of the underlying common stock (or cash or securities of equivalent value) at a stated exchange
ratio. A convertible security may also be called for redemption or conversion by the issuer after a particular date and under
certain circumstances (including a specified price) established upon issue. If a convertible security held by the Fund is called
for redemption or conversion, the Fund could be required to tender it for redemption, convert it into the underlying common stock,
or sell it to a third party.
Convertible securities generally have less
potential for gain or loss than common stocks. Convertible securities generally provide yields higher than the underlying common
stocks, but generally lower than comparable non-convertible securities. Because of this higher yield, convertible securities generally
sell at a price above their “conversion value,” which is the current market value of the stock to be received upon
conversion. The difference between this conversion value and the price of convertible securities will vary over time depending
on changes in the value of the underlying common stocks and interest rates. When the underlying common stocks decline in value,
convertible securities tend not to decline to the same extent because of the interest or dividend payments and the repayment of
principal at maturity for certain types of convertible securities. However, securities that are convertible other than at the option
of the holder generally do not limit the potential for loss to the same extent as securities convertible at the option of the holder.
When the underlying common stocks rise in value, the value of convertible securities may also be expected to increase. At the same
time, however, the difference between the market value of convertible securities and their conversion value will narrow, which
means that the value of convertible securities will generally not increase to the same extent as the value of the underlying common
stocks. Because convertible securities may also be interest-rate sensitive, their value may increase as interest rates fall and
decrease as interest rates rise. Convertible securities are also subject to credit risk, and are often lower-quality securities.
Small and Medium Capitalization Issuers.
Investing in equity securities of small and medium capitalization companies often involves greater risk than is customarily associated
with investments in larger capitalization companies. This increased risk may be due to the greater business risks of smaller size,
limited markets and financial resources, narrow product lines and frequent lack of depth of management. The securities of smaller
companies are often traded in the OTC market and even if listed on a national securities exchange may not be traded in volumes
typical for that exchange. Consequently, the securities of smaller companies are less likely to be liquid, may have limited market
stability, and may be subject to more abrupt or erratic market movements than securities of larger, more established growth companies
or the market averages in general.
Warrants. Warrants are instruments
that entitle the holder to buy an equity security at a specific price for a specific period of time. Changes in the value of a
warrant do not necessarily correspond to changes in the value of its underlying security. The price of a warrant may be more volatile
than the price of its underlying security, and a warrant may offer greater potential for capital appreciation as well as capital
loss. Warrants do not entitle a holder to dividends or voting rights with respect to the underlying security and do not represent
any rights in the assets of the issuing company. A warrant ceases to have value if it is not exercised prior to its expiration
date. These factors can make warrants more speculative than other types of investments.
Rights. A right is a privilege granted
to existing shareholders of a corporation to subscribe to shares of a new issue of common stock before it is issued. Rights normally
have a short life of usually two to four weeks, are freely transferable and entitle the holder to buy the new common stock at a
lower price than the public offering price. An investment in rights may entail greater risks than certain other types of investments.
Generally, rights do not carry the right to receive dividends or exercise voting rights with respect to the underlying securities,
and they do not represent any rights in the assets of the issuer. In addition, their value does not necessarily change with the
value of the underlying securities, and they cease to have value if they are not exercised on or before their expiration date.
Investing in rights increases the potential profit or loss to be realized from the investment as compared with investing the same
amount in the underlying securities.
Depositary Receipts. The Fund may
invest in issuers located outside the United States directly, or in financial instruments that are indirectly linked to the performance
of foreign issuers. Examples of such financial instruments include ADRs, Global Depositary Receipts (“GDRs”), European
Depositary Receipts (“EDRs”), International Depository Receipts (“IDRs”), “ordinary shares,”
and “New York shares” issued and traded in the United States. ADRs are U.S. dollar-denominated receipts typically issued
by U.S. banks and trust companies that evidence ownership of underlying securities issued by a foreign issuer. The underlying securities
may not necessarily be denominated in the same currency as the securities into which they may be converted. The underlying securities
are held in trust by a custodian bank or similar financial institution in the issuer’s home country. The depositary bank
may not have physical custody of the underlying securities at all times and may charge fees for various services, including forwarding
dividends and interest and corporate actions. Generally, ADRs in registered form are designed for use in domestic securities markets
and are traded on exchanges or over-the-counter in the United States. GDRs, EDRs, and IDRs are similar to ADRs in that they are
certificates evidencing ownership of shares of a foreign issuer, however, GDRs, EDRs, and IDRs may be issued in bearer form and
denominated in other currencies, and are generally designed for use in specific or multiple securities markets outside the United
States. EDRs, for example, are designed for use in European securities markets while GDRs are designed for use throughout the world.
Ordinary shares are shares of foreign issuers that are traded abroad and on a U.S. exchange. New York shares are shares that a
foreign issuer has allocated for trading in the United States. ADRs, ordinary shares, and New York shares all may be purchased
with and sold for U.S. dollars.
Depositary receipts may be sponsored or
unsponsored. Although the two types of depositary receipt facilities (unsponsored or sponsored) are similar, there are differences
regarding a holder’s rights and obligations and the practices of market participants. A depository may establish an unsponsored
facility without participation by (or acquiescence of) the underlying issuer; typically, however, the depository requests a letter
of non-objection from the underlying issuer prior to establishing the facility. Holders of unsponsored depositary receipts generally
bear all the costs of the facility. The depository usually charges fees upon the deposit and withdrawal of the underlying securities,
the conversion of dividends into U.S. dollars or other currency, the disposition of non-cash distributions, and the performance
of other services. The depository of an unsponsored facility frequently is under no obligation to distribute shareholder communications
received from the underlying issuer or to pass through voting rights to depositary receipt holders with respect to the underlying
securities.
Sponsored depositary receipt facilities
are created in generally the same manner as unsponsored facilities, except that sponsored depositary receipts are established jointly
by a depository and the underlying issuer through a deposit agreement. The deposit agreement sets out the rights and responsibilities
of the underlying issuer, the depository, and the depositary receipt holders. With sponsored facilities, the underlying issuer
typically bears some of the costs of the depositary receipts (such as dividend payment fees of the depository), although most sponsored
depositary receipts holders may bear costs such as deposit and withdrawal fees. Depositories of most sponsored depositary receipts
agree to distribute notices of shareholder meetings, voting instructions, and other shareholder communications and information
to the depositary receipt holders at the underlying issuer’s request.
Depositary receipts may be unregistered
and unlisted. The Fund’s investments may also include ADRs that are not purchased in the public markets and are restricted
securities that can be offered and sold only to “qualified institutional buyers” under Rule 144A of the Securities
Act of 1933, as amended. Depositary receipts may become illiquid. If adverse market conditions were to develop during the period
between the Fund’s decision to sell these types of ADRs and the point at which the Fund is permitted or able to sell such
security, the Fund might obtain a price less favorable than the price that prevailed when it decided to sell.
Real Estate Investment Trusts.
The Fund may invest in the securities of real estate investment trusts (“REITs”). Risks associated with investments
in securities of REITs include decline in the value of real estate, risks related to general and local economic conditions, overbuilding
and increased competition, increases in property taxes and operating expenses, changes in zoning laws, casualty or condemnation
losses, variations in rental income, changes in neighborhood values, the appeal of properties to tenants, and increases in interest
rates. In addition, equity REITs may be affected by changes in the values of the underlying property owned by the trusts, while
mortgage REITs may be affected by the quality of credit extended. REITs are dependent upon management skills, may not be diversified
and are subject to the risks of financing projects. REITs are also subject to heavy cash-flow dependency, defaults by borrowers,
self-liquidation and the possibility of failing to qualify for tax-free pass-through of income and net gains under the Code and
to maintain exemption from the 1940 Act. If an issuer of debt securities collateralized by real estate defaults, it is conceivable
that the REITs could end up holding the underlying real estate. Because REITs have ongoing fees and expenses, which may include
management, operating and administration expenses, REIT shareholders, including the Fund, will indirectly bear a proportionate
share of those expenses in addition to the expenses of the Fund. However, such expenses are not considered to be Acquired Fund
Fees and Expenses and, therefore, are not reflected as such in the Fund's fee table.
Privately-Issued
Securities
The Fund may invest in privately-issued
securities, including those that are normally purchased pursuant to Rule 144A or Regulation S under the Securities Act. Privately-issued
securities typically may be resold only to “qualified institutional buyers,” in a privately negotiated transaction,
to a limited number of purchasers or in limited quantities after they have been held for a specified period of time and other
conditions are met for an exemption from registration. Because there may be relatively few potential purchasers for such securities,
especially under adverse market or economic conditions or in the event of adverse changes in the financial condition of the issuer,
the Fund may find it more difficult to sell such securities when it may be advisable to do so or it may be able to sell such securities
only at prices lower than if such securities were more widely held and traded. At times, it also may be more difficult to determine
the fair value of such securities for purposes of computing the Fund’s NAV due to the absence of an active trading market.
There can be no assurance that a privately-issued security that is deemed to be liquid when purchased will continue to be liquid
for as long as it is held by the Fund, and its value may decline as a result.
Derivatives
The Fund may use derivative instruments
as part of their investment strategies. Generally, derivatives are financial contracts the value of which depends upon, or is
derived from, the value of an underlying asset, reference rate or index, and may relate to bonds, interest rates, currencies,
commodities, and related indexes. Examples of derivative instruments include forward currency contracts, currency and interest
rate swaps, currency options, futures contracts, including index futures, options on futures contracts, structured notes, and
swap contracts. The Fund’s use of derivative instruments will be collateralized by investments in short term, high-quality
U.S. money market securities.
With respect to certain kinds of derivative
transactions entered into by the Fund that involve obligations to make future payments to third parties, including, but not limited
to, futures contracts, forward contracts, swap contracts, the purchase of securities on a when-issued or delayed delivery basis,
or reverse repurchase agreements, under applicable federal securities laws, rules, and interpretations thereof, the Fund must
“set aside” (referred to sometimes as “asset segregation”) liquid assets, or engage in other measures
to “cover” open positions with respect to such transactions. For example, with respect to forward foreign currency
exchange contracts and futures contracts that are not contractually required to “cash-settle,” the Fund must cover
its open positions by setting aside liquid assets equal to the contracts’ full, notional value, except that deliverable
forward contracts for currencies that are liquid will be treated as the equivalent of “cash-settled” contracts. As
such, the Fund may set aside liquid assets in an amount equal to the Fund’s daily marked-to-market (net) obligation (i.e.,
the Fund’s daily net liability if any) rather than the full notional amount under such deliverable forward foreign currency
exchange contracts. With respect to forward foreign currency exchange contracts and futures contracts that are contractually required
to “cash-settle,” the Fund may set aside liquid assets in an amount equal to the Fund’s daily marked-to-market
(net) obligation rather than the notional value. Because the Fund may enter into (or “open”) certain derivatives contracts
with an initial investment that is less than the notional value of the contract, such contracts provide inherent economic leverage
equal to the difference between the initial investment requirement (also known as initial margin requirement) and the notional
value of the contract. The Fund reserves the right to modify its asset segregation policies in the future consistent with applicable
law. The Fund’s use of derivatives may be limited by the requirements of the Internal Revenue Code of 1986, as amended (the
“Code”) for qualification as a regulated investment company for U.S. federal tax purposes.
The Fund will be registered as a commodity
pool prior to commencement of operations and Krane will file for registration as a “commodity pool operator” under
the Commodity Exchange Act (“CEA”) and CFTC rules.
Swap Contracts. The Fund may
enter into swap contracts, including interest rate swaps and currency swaps. A typical interest rate swap involves the exchange
of a floating interest rate payment for a fixed interest payment. A typical foreign currency swap involves the exchange of cash
flows based on the notional differences among two or more currencies. Swap contracts may be used to hedge or achieve exposure
to, for example, currencies, interest rates, and money market securities without actually purchasing such currencies or securities.
The Fund may also use swap contracts to invest in a market without owning or taking physical custody of the underlying securities
in circumstances in which direct investment is restricted for legal reasons or is otherwise impracticable. Swap contracts will
tend to shift the Fund’s investment exposure from one type of investment to another or from one payment stream to another.
Depending on their structure, swap contracts may increase or decrease the Fund’s exposure to long- or short-term interest
rates (in the United States or abroad), foreign currencies, corporate borrowing rates, or other factors, and may increase or decrease
the overall volatility of the Fund’s investments and its share price.
Futures, Options and Options on
Futures Contracts. The Fund may enter into U.S. or foreign futures contracts and options and options on futures contracts.
When the Fund purchases a futures contract, it agrees to purchase a specified underlying instrument at a specified future date.
When the Fund sells a futures contract, it agrees to sell the underlying instrument at a specified future date. The price at which
the purchase and sale will take place is fixed when the Fund enters into the contract. Futures can be held until their delivery
dates, or can be closed out before then if a liquid secondary market is available.
The risk of loss in trading futures
contracts or uncovered call options in some strategies (e.g., selling uncovered stock index futures contracts) is potentially
unlimited. The risk of a futures position may still be large as traditionally measured due to the low margin deposits required.
In many cases, a relatively small price movement in a futures contract may result in immediate and substantial loss or gain to
the investor relative to the size of a required margin deposit.
Utilization of futures and options
on futures by the Fund involves the risk of imperfect or even negative correlation to the underlying index if the index underlying
the futures contract differs from the underlying index. There is also the risk of loss by the Fund of margin deposits in the event
of bankruptcy of a broker with whom the Fund has an open position in the futures contract or option. The purchase of put or call
options will be based upon predictions by the Fund as to anticipated trends, which predictions could prove to be incorrect.
The potential for loss related to the
purchase of an option on a futures contract is limited to the premium paid for the option plus transaction costs. Because the
value of the option is fixed at the point of sale, there are no daily cash payments by the purchaser to reflect changes in the
value of the underlying contract; however, the value of the option changes daily and that change would be reflected in the NAV
of the Fund. The potential for loss related to writing options is unlimited.
Cover. Transactions using derivative
instruments, other than purchased options, expose the Fund to an obligation to another party. The Fund will not enter into any
such transactions unless it owns either (1) an offsetting (“covered”) position in securities or other options or futures
contracts or (2) cash and liquid assets with a value, marked-to-market daily, sufficient to cover its potential obligations to
the extent not covered as provided in (1) above. The Fund will comply with SEC guidelines regarding cover for these instruments
and will, if the guidelines so require, set aside cash or liquid assets in an account with its custodian, in the prescribed amount
as determined daily.
The Subsidiary will comply with SEC guidelines
regarding cover for financial instruments to the same extent as the Fund.
Assets used as cover or held in an account
cannot be sold while the position in the corresponding derivative instrument is open, unless they are replaced with other appropriate
assets. As a result, the commitment of a large portion of the Fund’s assets to cover or accounts could impede portfolio management
or the Fund’s ability to meet redemption requests or other current obligations.
Structured Notes and Securities.
The Fund may invest in structured instruments, including, without limitation, participation notes, certificates and warrants and
other types of notes on which the amount of principal repayment and interest payments are based on the movement of one or more
specified factors, such as the movement of a particular stock or stock index. Structured instruments may be derived from or based
on a single security or securities, an index, a commodity, debt issuance or a foreign currency (a “reference”), and
their interest rate or principal may be determined by an unrelated indicator. Structured securities may be positively or negatively
indexed, so that appreciation of the reference may produce an increase or a decrease in the value of the structured security at
maturity, or in the interest rate of the structured security. Structured securities may entail a greater degree of risk than other
types of securities because the Fund bears the risk of the reference in addition to the risk that the counterparty to the structured
security will be unable or unwilling to fulfill its obligations under the structured security to the Fund when due. The Fund bears
the risk of loss of the amount expected to be received in connection with a structured security in the event of the default or
bankruptcy of the counterparty to the structured security. Structured securities may also be more volatile, less liquid, and more
difficult to accurately price than less complex securities or more traditional debt securities.
Exchange-Traded Notes
The Fund may invest in exchange-traded
notes (“ETNs”). ETNs are senior, unsecured, unsubordinated debt securities whose returns are linked to the performance
of a particular market benchmark or strategy, minus applicable fees. ETNs are traded on an exchange (e.g., the New York Stock Exchange
(“NYSE”)) during normal trading hours; however, investors can also hold the ETN until maturity. At maturity, the issuer
pays to the investor a cash amount equal to the principal amount, subject to the day’s market benchmark or strategy factor.
ETNs do not make periodic coupon payments or provide principal protection. ETNs are subject to credit risk, including the credit
risk of the issuer, and the value of the ETN may drop due to a downgrade in the issuer’s credit rating, despite the underlying
market benchmark or strategy remaining unchanged. The value of an ETN may also be influenced by time to maturity, level of supply
and demand for the ETN, volatility and lack of liquidity in underlying assets, changes in the applicable interest rates, changes
in the issuer’s credit rating, and economic, legal, political, or geographic events that affect the referenced underlying
asset. When the Fund invests in ETNs, it will bear its proportionate share of any fees and expenses borne by the ETN. A decision
by the Fund to sell ETN holdings may be limited by the availability of a secondary market. In addition, although an ETN may be
listed on an exchange, the issuer may not be required to maintain the listing, and there can be no assurance that a secondary market
will exist for an ETN.
ETNs are also subject to tax risk. No assurance
can be given that the IRS will accept, or a court will uphold, how the Fund characterizes and treats ETNs for tax purposes.
An ETN that is tied to a specific market
benchmark or strategy may not be able to replicate and maintain exactly the composition and relative weighting of securities, commodities
or other components in the applicable market benchmark or strategy. Some ETNs that use leverage can, at times, be relatively illiquid,
and thus they may be difficult to purchase or sell at a fair price. Leveraged ETNs are subject to the same risk as other instruments
that use leverage in any form.
The market value of ETNs may differ from
their market benchmark or strategy. This difference in price may be due to the fact that the supply and demand in the market for
ETNs at any point in time is not always identical to the supply and demand in the market for the securities, commodities or other
components underlying the market benchmark or strategy that the ETN seeks to track. As a result, there may be times when an ETN
trades at a premium or discount to its market benchmark or strategy.
Investments in Other Investment Companies
The Fund
may invest in the securities of other investment companies to the extent that such an investment would be consistent with the
requirements of Section 12(d)(1) of the 1940 Act, or any rule, regulation or order of the SEC or interpretation thereof. Generally,
the Fund may invest in the securities of another investment company (the “acquired company”) provided that the Fund,
immediately after such purchase or acquisition, does not own: (i) more than 3% of the total outstanding voting stock of the acquired
company; (ii) securities issued by the acquired company having an aggregate value in excess of 5% of the value of the total assets
of the Fund; or (iii) securities issued by the acquired company and all other investment companies having an aggregate value in
excess of 10% of the value of the total assets of the Fund. Section 12(d)(1)(B) prohibits another investment company from selling
its shares to the Fund if, after the sale (i) the Fund owns more than 3% of the other investment company’s voting stock
or (ii) the Fund and other investment companies, and companies controlled by them, own more than 10% of the voting stock of such
other investment company. In addition, the Fund will not purchase a security issued by a closed-end fund if after such
purchase the Fund and any other investment companies with the same investment adviser would own more than 10% of the voting shares
of the closed-end investment company.
The Fund, however, may invest in the
securities of an acquired company provided that immediately after such purchase or acquisition not more than 3% of the total outstanding
stock of such issuer is owned by the Fund and all affiliated persons of the Fund. In addition, subject to certain conditions,
the Fund may invest in acquired funds in the “same group of investment companies” (“affiliated funds”),
government securities and short-term paper, as well as: (1) unaffiliated investment companies (subject to certain limits), (2)
other types of securities (such as stocks, bonds and other securities) not issued by an investment company that are consistent
with the fund of fund’s investment policies, (3) affiliated and unaffiliated money market funds, and (4) derivatives. Further,
the Fund may rely on other investment companies’ exemptive relief, if any, to invest in such companies’ shares in
excess of the Section 12(d)(1)(A) limits.
The SEC has proposed revisions to the
rules permitting funds to invest in other investment companies, which could dramatically change how funds of funds operate and
limit their investments. The SEC has also proposed rescinding most prior exemptive orders permitting Funds of Funds arrangements
and certain Fund of Fund rules and SEC staff guidance. The proposed revisions and the related rescissions could alter the operation
of Funds of Funds by limiting their investments in unaffiliated funds and direct investments, and potentially imposing restrictions
on their ability to redeem the investment company shares they hold.
If the Fund invests in, and thus, is
a shareholder of, another investment company, the Fund’s shareholders will indirectly bear the Fund’s proportionate
share of the fees and expenses paid by such other investment company, including advisory fees, in addition to both the management
fees payable directly by the Fund to the Fund’s own investment adviser and the other expenses that the Fund bears directly
in connection with the Fund’s own operations.
Consistent with the restrictions discussed
above, the Fund may invest in several different types of investment companies from time to time, including mutual funds, ETFs,
closed-end funds, foreign investment companies and business development companies (“BDCs”). For example, the Fund
may elect to invest in another investment company when such an investment presents a more efficient investment option than buying
securities individually. The Fund also may invest in investment companies that are included as components of an index, such as
BDCs, to seek to track the performance of that index. A BDC is a less common type of closed-end investment company that more closely
resembles an operating company than a typical investment company. BDCs generally focus on investing in, and providing managerial
assistance to, small, developing, financially troubled, private companies or other companies that may have value that can be realized
over time and with management assistance. Similar to an operating company, a BDC’s total annual operating expense ratio
typically reflects all of the operating expenses incurred by the BDC, and is generally greater than the total annual operating
expense ratio of a mutual fund that does not bear the same types of operating expenses.
The main risk of investing in other
investment companies is that the Fund will be exposed to the risks of the investments held by the other investment companies.
The market prices of ETFs will fluctuate in accordance with both changes in the market value of their underlying portfolio securities
and due to supply and demand for the instruments on the exchanges on which they are traded (which may result in their trading
at a discount or premium to their NAVs). Index-based investment companies may not replicate exactly the performance of their specific
index because of transaction costs, and because of the temporary unavailability of certain component securities of the index,
or strategy used to track the index.
Krane is subject to a conflict of interest
in allocating the Fund’s assets to investment companies from which they or their affiliates receive compensation or other
benefits.
Cap and Trade
Cap and trade regimes and related markets
are new and based on scientific principles that are subject to debate. Cap and trade regimes have arisen primarily due to relative
international consensus with respect to scientific evidence indicating a correlative relationship between the rise in global temperatures
and extreme weather events, on the one hand, and the rise in Greenhouse Gas (“GHG”) emissions in the atmosphere, on
the other hand. If this consensus were to break down, cap and trade regimes and the value of the Fund may be negatively affected.
Scientists are still debating whether the
rise in atmospheric GHGs is caused by human activity such as GHG emissions generated through the burning of fossil fuels, as well
as the acceptable level of GHG concentrations in the atmosphere. If the science supporting the relationship or the acceptable level
of GHG concentrations is discredited or proved to be incorrect or inaccurate, it may negatively affect cap and trade regimes and
the value of the Fund.
There is no assurance that cap and trade
regimes will continue to exist. cap and trade may not prove to be an effective method of reduction in GHG emissions. As a result
or due to other factors, cap and trade regimes may be terminated or may not be renewed upon their expiration. The EU ETS is organized
into a number of phases, each which a predetermined duration. Currently, the EU ETS is in Phase III. There can be no assurance
that the EU ETS will enter into a new phase as scheduled.
New technologies may arise that may diminish
or eliminate the need for cap and trade markets. Ultimately, the cost of emissions credits is determined by the cost of actually
reducing emissions levels. If the price of credits becomes too high, it will be more economical for companies to develop or invest
in green technologies, thereby suppressing the demand for credits and adversely affecting the price of the Fund.
Cap and trade regimes set emission limits
(i.e., the right to emit a certain quantity of GHG emissions), which can be allocated or auctioned to the parties in the mechanism
up to the total emissions cap. This allocation may be larger or smaller than is needed for a stable price of credits and can lead
to large price volatility, which could affect the value of the Fund. Depending upon the industries covered under each cap and trade
mechanism represented in the Index, unpredictable demand for their products and services can affect the value of GHG emissions
credits. For example, very mild winters or very cool summers can decrease demand for electric utilities and therefore require fewer
carbon credits to offset reduced production and GHG emissions.
The ability of the GHG emitting companies
to pass on the cost of emissions credits to consumers can affect the price of the carbon credit futures. If the price of emissions
can be passed on to the end customer with little impact upon consumer demand, it is likely that industries may continue emitting
and purchase any shortfall in the market at the prevailing price. If, however, the producer is unable to pass on the cost, it may
be incentivized to reduce production in order to decrease its need for offsetting emissions credits, which could adversely affect
the price of carbon credit futures and the Fund.
Regulatory risk related to changes in regulation
and enforcement of cap and trade regimes could also adversely affect market behavior. If fines or other penalties for non-compliance
are not enforced, incentives to purchase GHG credits will deteriorate, which could result in a decline in the price of emissions
credits and a drop in the value of the Fund. In addition, as cap and trade markets develop, new regulation with respect to these
markets may arise, which could have a negative effect on the value and liquidity of the cap and trade markets and the Fund.
Investments in the Subsidiary
The Fund will invest in a wholly-owned
subsidiary organized under the laws of the Cayman Islands, the Subsidiary. The Fund will be the sole shareholder of the Subsidiary,
and does not expect shares of the Subsidiary to be offered or sold to other investors. The Fund’s investment in the Subsidiary
may not exceed 25% of the value of its total assets (ignoring any subsequent market appreciation in the Subsidiary’s value),
which limitation is imposed by the Code and is measured at the end of each quarter of its taxable year.
The Fund will invest in the Subsidiary
in order to gain exposure to the investment returns of the commodities markets within the limitations of the federal tax law requirements
applicable to RICs. The Subsidiary will invest principally in commodity and financial futures, options and swap contracts, as well
as certain fixed-income investments intended to serve as margin or collateral for the Subsidiary’s derivatives positions.
Unlike the Fund, the Subsidiary may invest without limitation in commodity-linked derivatives, though the Subsidiary will comply
with the same 1940 Act asset coverage requirements with respect to its investments in commodity-linked derivatives that apply to
the Fund’s transactions in those instruments. To the extent applicable, the Subsidiary otherwise is subject to the same fundamental
and non-fundamental investment restrictions as the Fund and, in particular, to the same requirements relating to portfolio leverage,
liquidity, and the timing and method of valuation of portfolio investments and Fund shares. (Accordingly, references in this SAI
to the Fund may also include the Subsidiary.) By investing in the Subsidiary, the Fund may be considered to be investing indirectly
in the same investments as the subsidiary and is indirectly exposed to the risks associated with those investments.
The Subsidiary is not registered with
the SEC as an investment company under the 1940 Act and is not subject to the investor protections of the 1940 Act. As an investor
in the Subsidiary, the Fund will not have the same protections offered to shareholders 17 of registered investment companies.
However, because the Subsidiary is wholly owned and controlled by the Fund and the Fund is managed by Krane, it is unlikely that
the Subsidiary will take action in any manner contrary to the interest of the Fund or its shareholders. Because the Subsidiary
has the same investment objective and, to the extent applicable, will comply with the same investment policies as the Fund, Krane
manages the Subsidiary’s portfolio in a manner similar to that of the Fund.
The Subsidiary has a board of directors
that oversees its activities. The Subsidiary has entered into a separate investment advisory agreement with Krane and pays Krane
a fee for its services. The Subsidiary also has entered into agreements with the Fund’s service providers for the provision
of administrative, accounting, transfer agency and custody services.
The Fund and the Subsidiary may not be
able to operate as described in this SAI in the event of changes to the laws of the United States or the Cayman Islands. If the
laws of the Cayman Islands required the Subsidiary to pay taxes to a governmental authority, the Fund would be likely to suffer
decreased returns.
Borrowing
The Fund may borrow money to the extent
permitted by the 1940 Act. Borrowing for investment purposes is a form of leverage. Leveraging investments, by purchasing securities
with borrowed money, is a speculative technique that increases investment risk. Because substantially all of the Fund’s
assets will fluctuate in value, whereas the interest obligations on borrowings may be fixed, the NAV of the Fund will increase
more when the Fund’s portfolio assets increase in value and decrease more when the Fund’s portfolio assets decrease
in value than would otherwise be the case. Moreover, interest costs on borrowings may fluctuate with changing market rates of
interest and may partially offset or exceed the returns on the borrowed funds. The Fund also may be required to maintain minimum
average balances in connection with a borrowing or to pay a commitment or other fee to maintain a line of credit, which would
further increase the cost of borrowing. Under adverse conditions, the Fund might have to sell portfolio securities to meet interest
or principal payments at a time when investment considerations would not favor such sales.
Although it has not entered into a
credit facility (other than any overdrafts permitted by the Fund’s custodian), the Fund may borrow money to facilitate management
of the Fund’s portfolio by enabling the Fund to meet redemption requests when the liquidation of portfolio instruments would
be inconvenient or disadvantageous, and for temporary or emergency purposes, such as trade settlements and as necessary to distribute
to shareholders any income required to maintain the Fund’s status as a RIC. In this regard, the Fund may enter into a credit
facility to borrow money for temporary or emergency purposes, including the funding of shareholder redemption requests, trade
settlements, and as necessary to distribute to shareholders any income required to maintain the Fund’s status as a RIC.
Such borrowing is not for investment purposes and will be repaid by the Fund promptly. As required by the 1940 Act, the Fund must
maintain continuous asset coverage (total assets, including assets acquired with borrowed funds, less liabilities exclusive of
borrowings) of 300% of all amounts borrowed. If, at any time, the value of the Fund’s assets should fail to meet this 300%
coverage test, the Fund, within three days (not including Sundays and holidays), will reduce the amount of the Fund’s borrowings
to the extent necessary to meet this 300% coverage requirement. Maintenance of this percentage limitation may result in the sale
of portfolio securities at a time when investment considerations otherwise indicate that it would be disadvantageous to do so.
In addition to the foregoing, the Fund
are authorized to borrow money for extraordinary or emergency purposes. Borrowings for extraordinary or emergency purposes are
not subject to the foregoing 300% asset coverage requirement. While the Fund does not anticipate doing so, the Fund is authorized
to pledge (i.e., transfer a security interest in) portfolio securities in an amount up to one-third of the value of the
Fund’s total assets in connection with any borrowing.
Bank Deposits and Obligations
The Fund may
invest in deposits and other obligations of U.S. and non-U.S. banks and financial institutions. Deposits and obligations of banks
and financial institutions include certificates of deposit, time deposits, and bankers’ acceptances. Certificates of deposit
and time deposits represent an institution’s obligation to repay funds deposited with it that earn a specified interest
rate. Certificates of deposit are negotiable certificates, while time deposits are non-negotiable deposits. A banker’s acceptance
is a time draft drawn on and accepted by a bank that becomes a primary and unconditional liability of the bank upon acceptance.
Investments in obligations of non-U.S. banks and financial institutions may involve risks that are different from investments
in obligations of U.S. banks. These risks include future unfavorable political and economic developments, seizure or nationalization
of foreign deposits, currency controls, interest limitations or other governmental restrictions that might affect the payment
of principal or interest on the securities held in the Fund. All investments in deposits and other obligations are subject to
credit risk, which is the risk that the Fund may lose its investments in these instruments if, for example, the issuing financial
institution collapses and is unable to meet its obligations. This risk is more acute for investments in deposits and other obligations
that are not insured by a government or private entity. For a discussion of the risks of the Fund holding cash in mainland China,
please see the “PRC Custodian and Dealer/Settlement Agent” section above.
Illiquid Securities
The Fund may invest up to an aggregate
amount of 15% of its net assets in illiquid investments. An illiquid investment is any investment that the Fund reasonably expects
cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly
changing the market value of the investment. The liquidity of an investment will be determined based on relevant market, trading
and investment specific considerations as set forth in the Fund’s liquidity risk management program (the “Liquidity
Program”) as required by Rule 22e-4 under the 1940 Act (the “Liquidity Rule”). Illiquid investments may trade
at a discount to comparable, more liquid investments and the Fund may not be able to dispose of illiquid investments in a timely
fashion or at their expected prices. If illiquid investments exceed 15% of the Fund’s net assets (including, for example,
because of changes in the market value of its investments or because of redemptions), the Liquidity Rule and the Liquidity Program
will require that certain remedial actions be taken. The Fund may not acquire illiquid investments if, immediately after the acquisition,
more than 15% of the Fund’s net assets would be illiquid investments.
Portfolio Turnover
In general, Krane manages the Fund
without regard to restrictions on portfolio turnover. The Fund’ investment strategies may produce high portfolio turnover
rates. To the extent the Fund invests in derivative or other instruments with short maturities, the instruments generally will
have short-term maturities and, thus, be excluded from the calculation of portfolio turnover. The value of portfolio securities
received or delivered as a result of in-kind creations or redemptions of the Fund’s shares also is excluded from the calculation
of the Fund’s portfolio turnover rate. As a result, the Fund’s reported portfolio turnover may be low despite relatively
high portfolio activity which would, in turn, produce correspondingly greater expenses for the Fund, including brokerage commissions
or dealer mark-ups and other transaction costs on the sale of securities and reinvestments in other securities. Generally, the
higher the rate of portfolio turnover of a fund, the higher these transaction costs borne by a fund and its long-term shareholders.
Such sales may result in the realization of taxable capital gains (including short-term capital gains, which, when distributed,
are generally taxed to shareholders at ordinary income tax rates) for certain taxable shareholders.
“Portfolio Turnover Rate” is
defined under the rules of the SEC as the lesser of the value of the securities purchased or of the securities sold, excluding
all securities whose maturities at the time of acquisition were one-year or less, divided by the average monthly value of such
securities owned during the year. Based on this definition, instruments with a remaining maturity of less than one-year are excluded
from the calculation of the portfolio turnover rate. Instruments excluded from the calculation of portfolio turnover may include
commercial paper, futures contracts and option contracts because they generally have a remaining maturity of less than one-year.
Repurchase Agreements
The Fund may enter into repurchase
agreements. A repurchase agreement is a transaction in which the Fund purchases securities or other obligations from a bank or
securities dealer (or its affiliate) and simultaneously commits to resell them to a counterparty at an agreed-upon date or upon
demand and at a price reflecting a market rate of interest unrelated to the coupon rate or maturity of the purchased obligations.
The Fund maintains custody of the underlying obligations prior to their repurchase, either through its regular custodian or through
a special “triparty” custodian or sub-custodian that maintains separate accounts for both the Fund and its counterparty.
Thus, the obligation of the counterparty to pay the repurchase price on the date agreed to or upon demand is, in effect, secured
by such obligations.
Repurchase agreements carry certain
risks not associated with direct investments in securities, including a possible decline in the market value of the underlying
obligations. If their value becomes less than the repurchase price, plus any agreed-upon additional amount, the counterparty must
provide additional collateral so that at all times the collateral is at least equal to the repurchase price plus any agreed-upon
additional amount. The difference between the total amount to be received upon repurchase of the obligations and the price that
was paid by the Fund upon acquisition is accrued as interest and included in its net investment income. Repurchase agreements
involving obligations other than U.S. government securities (such as commercial paper and corporate bonds) may be subject to special
risks and may not have the benefit of certain protections in the event of the counterparty’s insolvency. If the seller or
guarantor becomes insolvent, the Fund may suffer delays, costs and possible losses in connection with the disposition of collateral.
Reverse Repurchase Agreements
The Fund may enter into reverse repurchase
agreements, which involve the sale of securities held by the Fund subject to its agreement to repurchase the securities at an
agreed-upon date or upon demand and at a price reflecting a market rate of interest. Reverse repurchase agreements are subject
to the Fund’s limitation on borrowings and may be entered into only with banks or securities dealers or their affiliates.
While a reverse repurchase agreement is outstanding, the Fund will maintain the segregation, either on its records or with the
Trust’s custodian, of cash or other liquid securities, marked to market daily, in an amount at least equal to its obligations
under the reverse repurchase agreement.
Reverse repurchase agreements involve the
risk that the buyer of the securities sold by the Fund might be unable to deliver them when the Fund seeks to repurchase. If the
buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, the buyer or trustee or receiver
may receive an extension of time to determine whether to enforce the Fund’s obligation to repurchase the securities, and
the Fund’s use of the proceeds of the reverse repurchase agreement may effectively be restricted pending such decision.
Lending of Portfolio Securities
The Fund may lend securities from its
portfolio to brokers, dealers and other financial institutions. In connection with such loans, the Fund remains the beneficial
owner of the loaned securities and continues to be entitled to payments in amounts approximately equal to the interest, dividends
or other distributions payable on the loaned securities. The Fund also has the right to terminate a loan at any time. The Fund
does not have the right to vote on securities while they are on loan. Loans of portfolio securities will not exceed 33 1/3% of
the value of the Fund’s total assets (including the value of all assets received as collateral for the loan). The Fund will
receive collateral in an amount equal to at least 100% of the current market value of the loaned securities. If the collateral
consists of cash, the Fund will reinvest the cash and pay the borrower a pre-negotiated fee or “rebate” from any return
earned on the investment. Should the borrower of the securities fail financially, the Fund may experience delays or trouble in
recovering the loaned securities or exercising its rights in the collateral. In a loan transaction, the Fund will also bear the
risk of any decline in value of securities acquired with cash collateral. Krane and any sub-adviser are subject to potential conflicts
of interest because the compensation paid to them increases in connection with any net income received by the Fund from a securities
lending program.
Cyber-Security
Risk
The Fund,
and its service providers, may be prone to operational and information security risks resulting from cyber-attacks. Cyber-attacks
include, among other behaviors, stealing or corrupting data maintained online or digitally, denial of service attacks on websites,
the unauthorized release of confidential information or various other forms of cyber security breaches. Cyber-attacks affecting
the Fund or its advisors, custodian, transfer agent, intermediaries and other third-party service providers may adversely impact
the Fund. For instance, cyber-attacks may interfere with the processing of shareholder transactions, impact the Fund’s ability
to calculate its NAV, cause the release of private shareholder information or confidential business information, impede trading,
subject the Fund to regulatory fines or financial losses and/or cause reputational damage. The Fund may also incur additional
costs for cyber security risk management purposes. While the Fund’s service providers have established business continuity
plans, there are inherent limitations in such plans and systems including the possibility that certain risks have not been identified.
Furthermore, the Fund cannot control the cyber security plans and systems put in place by its service providers or any other third
parties whose operations may affect the Fund or its shareholders. Similar types of cyber security risks are also present for issues
or securities in which the Fund may invest, which could result in material adverse consequences for such issuers and may cause
the Fund’s investment in such companies to lose value.
INVESTMENT LIMITATIONS
Unless otherwise noted, whenever a
fundamental investment policy or limitation states that a maximum percentage of the Fund’s assets that may be invested in
any security or other asset, or sets forth a policy regarding quality standards, such standard or percentage limitation will be
determined immediately after and as a result of the Fund’s acquisition of such security or other asset. Accordingly, other
than with respect to the Fund’s limitations on borrowings, any subsequent change in values, net assets, or other circumstances
will not be considered when determining whether the investment complies with the Fund’s investment policies and limitations.
Fundamental Policies
The investment limitations below are fundamental
policies of the Fund, and cannot be changed without the consent of the holders of a majority of the Fund’s outstanding shares.
The term “majority of the outstanding shares” means the vote of (i) 67% or more of the Fund’s shares present
at a meeting, if more than 50% of the outstanding shares of the Fund are present or represented by proxy, or (ii) more than 50%
of the Fund’s outstanding shares, whichever is less.
The Fund may not:
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1.
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Issue senior securities, except as permitted under the 1940 Act, the rules, regulations and interpretations
thereunder, and any applicable exemptive relief.
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2.
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Borrow money, except as permitted under the 1940 Act, the rules, regulations and interpretations
thereunder, and any applicable exemptive relief.
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3.
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Act as an underwriter of another issuer’s securities, except to the extent that the Fund
may be considered an underwriter within the meaning of the Securities Act in the disposition of portfolio securities.
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4.
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Purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. government,
or any non-U.S. government, or their respective agencies or instrumentalities) if, as a result, more than 25% of the Fund’s
total assets would be invested in the securities of companies whose principal business activities are in the same industry (excluding
investment companies) or group of industries, except that the Fund will invest more than 25% of its total assets in securities
of the same industry to approximately the same extent that the Fund’s Index concentrates in the securities of a particular
industry or group of industries.
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5.
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Purchase or sell real estate unless acquired as a result of ownership of securities or other instruments
(but this shall not prevent the Fund from investing in securities or other instruments backed by real estate, real estate investment
trusts or securities of companies engaged in the real estate business).
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6.
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Purchase or sell physical commodities unless acquired as a result of ownership of securities or
other instruments (but this shall not prevent the Fund from purchasing or selling options, futures contracts, forward contracts,
swaps and other financial instruments or from investing in issuers engaged in the commodities business or securities or other instruments
backed by physical commodities).
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7.
|
Lend any security or make any other loan except as permitted under the 1940 Act, the rules, regulations
and interpretations thereunder, and any applicable exemptive relief. This limitation does not apply to purchases of debt securities
or to repurchase agreements, or to acquisitions of loans, loan participations or other forms of debt instruments permissible under
the Fund’s investment policies.
|
CONTINUOUS OFFERING
The method by which Creation Units
of shares are created and traded may raise certain issues under applicable securities laws. Because new Creation Units of shares
are issued and sold by the Fund 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 Units after placing an order with the Fund’s 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.
MANAGEMENT OF THE TRUST
Board Responsibilities
The Board of Trustees is responsible
for overseeing the management and affairs of the Fund and the Trust. The Board considers and approves contracts, as described
herein, under which certain companies provide essential management and administrative services to the Trust. Like most ETFs, the
day-to-day business of the Trust, including the day-to-day management of risk, is performed by third-party service providers,
such as Krane, a sub-adviser where applicable, the Distributor and the Administrator (as defined below). The Board oversees the
Trust’s service providers and overall risk management. Risk management seeks to identify and eliminate or mitigate the potential
effects of risks, i.e., events or circumstances that could have material adverse effects on the business, operations, shareholder
services, investment performance or reputation of the Trust or the Fund. Under the overall supervision of the Board and the Audit
Committee (discussed in more detail below), the service providers to the Fund employ a variety of processes, procedures and controls
to identify risks relevant to the operations of the Trust and the Fund to lessen the probability of their occurrence and/or to
mitigate the effects of such events or circumstances if they do occur. Each service provider is responsible for one or more discrete
aspects of the Trust’s business (e.g., Krane is responsible for the oversight of a sub-adviser) and, consequently,
for managing the risks associated with that activity.
Consistent with its responsibility for
oversight of the Trust and the Fund, the Board oversees the management of risks relating to the administration and operations of
the Trust and the Fund. Krane, as part of its responsibilities for the day-to-day operations of the Fund, is responsible for day-to-day
risk management for the Fund. The Board performs its risk management oversight directly and, as to certain matters, through its
committees. The following provides an overview of the principal, but not all, aspects of the Board’s oversight of risk management
for the Trust and the Fund.
In general, the Fund’s risks
include, among others, investment risk, liquidity risk, valuation risk and operational risk. The Fund’s service providers,
including Krane, are responsible for adopting policies, procedures and controls designed to address various risks within their
purview. Further, Krane is responsible for overseeing and monitoring the investments and operations of any sub-adviser. The Board
also oversees risk management for the Trust and the Fund through review of regular reports, presentations and other information
from officers of the Trust and other persons. In addition to reports from Krane, the Board also receives reports regarding other
service providers to the Trust on a periodic or regular basis.
The Board is responsible for overseeing
the nature, extent and quality of the Fund services provided to the Fund by Krane and any sub-adviser and receives information
from them on a periodic basis. In connection with its consideration of whether to approve and/or renew the advisory agreements
with Krane and any sub-adviser, the Board will request information allowing the Board to review such services. The Board also
receives reports related to Krane’s and any sub-adviser’s adherence to the Fund’s investment restrictions and
compliance with the stated policies of the Fund. In addition, the Board regularly receives information about the Fund’s
performance and investments.
The Trust’s Chief Compliance Officer
meets regularly with the Board to review and discuss compliance and other issues. At least annually, the Trust’s Chief Compliance
Officer provides the Board with a report reviewing the adequacy and effectiveness of the Trust’s policies and procedures
and those of its service providers, including the Adviser and any sub-adviser. The report generally seeks to address: the operation
of the policies and procedures of the Trust and each service provider since the date of the last report; material changes to the
policies and procedures since the date of the last report; any recommendations for material changes to the policies and procedures;
and material compliance matters since the date of the last report.
The Board normally also receives reports
from the Trust’s service providers regarding Fund operations, portfolio valuation and other matters. Annually, an independent
registered public accounting firm reviews with the Audit Committee its audit of the Trust’s financial statements, focusing
on certain areas of risk to the Trust and the Trust’s internal controls.
The Board recognizes that not all risks
that may affect the Fund can be identified, that it may not be practical or cost-effective to eliminate or mitigate certain risks,
that it may be necessary to bear certain risks (such as investment-related risks) to achieve the Fund’s goals, and that
the processes, procedures and controls employed to address certain risks may be limited in their effectiveness. Moreover, despite
the periodic reports the Board receives and the Board’s discussions with the service providers to the Fund, it may not be
made aware of all relevant information about certain risks. Most of the Trust’s investment management and business affairs
are carried out by or through Krane and other service providers, each of which has an independent interest in risk management
but whose policies and methods by which one or more risk management functions are carried out may differ from the Trust’s
and each other’s in the setting of priorities, the resources available or the effectiveness of relevant controls. As a result
of the foregoing and other factors, the Board’s risk management oversight is subject to substantial limitations.
Members of the Board and Officers
of the Trust
Set forth below are the names, years of
birth, position with the Trust, term of office, the principal occupations for a minimum of the last five years, number of portfolios
overseen by, and other directorships of each of the persons currently serving as members of the Board and as Executive Officers
of the Trust. Also included below is the term of office for each of the Executive Officers of the Trust. The members of the Board
serve as Trustees for the life of the Trust or until retirement, removal, or their office is terminated pursuant to the Trust’s
Amended and Restated Declaration of Trust.
The Chairman of the Board, Jonathan Krane,
is an interested person of the Trust as that term is defined in the 1940 Act. No single Independent Trustee serves as a lead Independent
Trustee. The Trust has determined its leadership structure is appropriate given the specific characteristics the Trust and its
operations. The Trust made this determination in consideration of, among other things, the fact that the Trustees who are not interested
persons of the Trust (i.e., “Independent Trustees”) constitute at least fifty percent (50%) of the Board, the
fact that the Audit Committee is composed of the Independent Trustees, and the number of funds (and classes of shares) overseen
by the Board.
Name,
Address
and Year of Birth of
Trustee/Officer
|
Position(s)
Held with
the Trust,
Term of Office
and Length of
Time Served
|
Principal
Occupation(s)
During Past 5 Years
|
Number of
Portfolios in
Fund
Complex
Overseen
by Trustee/
Officer
|
Other
Directorships
Held by
Trustee/Officer
During Past 5
Years
|
Interested
Trustee
|
Jonathan Krane*
(1968)
280 Park Avenue, 32nd Floor, New York, NY 10017
|
Trustee
and Chairman of the Board, No set term; served since 2012
|
Chief
Executive Officer of Krane Funds Advisors, LLC from 2011 to present. Chief Executive Officer of CICC Wealth Management
(USA) LLC from 2018 to present. Principal of KFA One Holdings LLC from 2017 to present. Principal of Krane Capital
LLC from 2009 to 2011. Chief Executive Officer of Emma Entertainment from 2004 to 2009.
|
22
|
None
|
Independent
Trustees
|
Patrick P. Campo
(1970)
280 Park Avenue, 32nd Floor, New York, NY 10017
|
Trustee,
No set term; served since 2017
|
From
2013 to present, Director of Long Short Equity, Titan Advisors; from 2009 to 2013, Director of Hedge Fund Research, Alternative
Investment Management, LLC.
|
22
|
None
|
John Ferguson
(1966)
280 Park Avenue, 32nd Floor, New York, NY 10017
|
Trustee,
No set term; served since 2012
|
Chief
Operating Officer of Shrewsbury River Capital from 2017 to present. Chief Operating Officer of Kang Global Investors LP (hedge
fund adviser) from 2014 to 2016. President of Alden Global Capital, LLC (hedge fund adviser) from 2012 to 2014 (formerly,
Chief Operating Officer from 2011 to 2012). Senior Managing Director and Chief Operating Officer of K2 Advisors, L.L.C. from
2005 to 2011.
|
22
|
None
|
Matthew Stroyman
(1968)
280 Park Avenue, 32nd Floor, New York, NY 10017
|
Trustee,
No set term; served since 2012
|
Co-Founder,
President and Chief Operating Officer of Arcturus (real estate asset and investment management services firm) from 2007 to
present.
|
22
|
None
|
Name,
Address
and Year of Birth of
Trustee/Officer
|
Position(s)
Held with
the Trust,
Term of Office
and Length of
Time Served
|
Principal
Occupation(s)
During Past 5 Years
|
Number of
Portfolios in
Fund
Complex
Overseen
by Trustee/
Officer
|
Other
Directorships
Held by
Trustee/Officer
During Past 5
Years
|
Officers
|
Jonathan Krane
(1968)
280 Park Avenue, 32nd Floor, New York, NY 10017
|
Principal
Executive Officer and Principal Financial Officer, No set term; served since 2012
|
Chief
Executive Officer of Krane Funds Advisors, LLC from 2011 to present. Chief Executive Officer of Krane Portfolio
Advisors, CICC Wealth Management (USA) LLC from 2018 to present. Principal of KFA One Holdings LLC from 2017 to
present. Principal of Krane Capital LLC from 2009 to 2011. Chief Executive Officer of Emma Entertainment from 2004 to 2009.
|
22
|
None
|
Jennifer Tarleton (formerly Krane)
(1966)
280 Park Avenue, 32nd Floor, New York, NY 10017
|
Vice
President and Secretary, No set term; served since 2012
|
Vice
President of Krane Funds Advisors, LLC from 2011 to present. Principal of Krane Capital LLC from 2009 to 2011. Sole
Practitioner of Jennifer Krane, Esq. from 2001 to 2009.
|
22
|
None
|
Michael Quain
(1957)
280 Park Avenue, 32nd Floor,
New York, NY 10017
|
Chief
Compliance Officer and Anti-Money Laundering Officer, No Set Term; served since 2015
|
Principal/President
of Quain Compliance Consulting, LLC from 2014 to present. First Vice President of Aberdeen Asset Management Inc. from May
2013 to September 2013. First Vice President and Chief Compliance Officer of Artio Global Management, LLC from 2004 to 2013.
|
22
|
None
|
James Hoffmayer
(1973)
SEI Investments Company
One Freedom Valley Drive
Oaks, PA 19456
|
Assistant
Treasurer, No set term; served since 2017
|
Controller
and Chief Financial Officer of SEI Investments Global Funds Services from 2016 to present. Senior Director, Funds
Accounting and Fund Administration of SEI Investments Global Funds Services from September 2016 to present. Senior
Director of Fund Administration of SEI Investments Global Funds Services from 2014 to present. Director of Financial
Reporting of SEI Investments Global Funds Services from 2004 to 2014.
|
22
|
None
|
Jonathan Shelon
(1974)
280 Park Avenue, 32nd Floor, New York, NY 10017
|
Assistant
Secretary, No set term; served since 2019
|
Chief
Operating Officer, Krane Funds Advisors, LLC from 2015 to present. Chief Operating Officer, CICC Wealth Management
(USA) LLC from 2018 to present. Chief Investment Officer of Specialized Strategies, J.P. Morgan from 2011 to 2015.
|
22
|
None
|
|
*
|
Mr. Krane is an “interested” person of the Trust, as that term is defined in the 1940
Act, by virtue of his ownership and controlling interest in Krane.
|
Board Standing Committees
The Board has established the following
standing committees:
Audit Committee. Messrs. Campo,
Ferguson and Stroyman are members of the Trust’s Audit Committee (the “Audit Committee”) and Mr. Ferguson is
the Chairman of the Audit Committee. The principal responsibilities of the Audit Committee are the appointment, compensation and
oversight of the Trust’s independent auditors, including the review of any significant disputes regarding financial reporting
between Trust management and such independent auditors. Under the terms of the Audit Committee charter adopted by the Board, the
Audit Committee is authorized to, among other things, (i) oversee the accounting and financial reporting processes of the Trust
and its internal control over financial reporting; (ii) oversee the quality and integrity of the Fund’s financial statements
and the independent audits thereof; (iii) oversee, or, as appropriate, assist Board oversight of, the Trust’s compliance
with legal and regulatory requirements that relate to the Trust’s accounting and financial reporting, internal control over
financial reporting and independent audits; (iv) approve, prior to appointment, the engagement of the Trust’s independent
auditors and, in connection therewith, review and evaluate the qualifications, independence and performance of the Trust’s
independent auditors; and (v) act as a liaison between the Trust’s independent auditors and the full Board. The Board of
the Trust has adopted a written charter for the Audit Committee. During the fiscal year ended March 31, 2020, the Audit Committee
held four meetings.
The Audit Committee also serves as the
Qualified Legal Compliance Committee (“QLCC”) for the Trust. The function of the QLCC is to receive, review and
recommend resolution with respect to any report made or referred to the QLCC by an attorney of evidence of a material violation
of applicable U.S. federal or state securities law, material breach of a fiduciary duty under U.S. federal or state law or a similar
material violation by the Trust or by any officer, trustee, employee, or agent of the Trust. The QLCC meets as needed.
Nominating Committee. Messrs.
Campo, Ferguson and Stroyman are members of the Trust’s Nominating Committee and Mr. Stroyman is the Chairman of the Nominating
Committee. The principal responsibilities of the Nominating Committee are to (i) identify, select and nominate the appropriate
number of candidates for election or appointment as members of the Board and (ii) recommend any appropriate changes to the Board
for consideration. The Nominating Committee is solely responsible for the selection and nomination of the Trust’s Independent
Trustees and does not consider nominations for the office of Trustee made by Trust shareholders. During the fiscal year ended
March 31, 2020, the Nominating Committee held two meetings.
Individual Trustee Qualifications
The Board has concluded that each of
the Trustees should serve on the Board because of his ability to review and understand information about the Trust and the Fund
provided by management, to identify and request other information he may deem relevant to the performance of the Trustees’
duties, to question management and other service providers regarding material factors bearing on the management and administration
of the Fund, and to exercise his business judgment in a manner that serves the best interests of the Fund’s shareholders.
The Board has concluded that each of the Trustees should serve as a Trustee based on his own experience, qualifications, attributes
and skills as described below.
The Board has concluded that Mr. Krane
should serve as Trustee because of his knowledge of, and the executive positions he holds or has held in, the financial services
industry. Specifically, Mr. Krane currently serves as Chief Executive Officer of the Adviser and Chief Executive Officer of CICC
Wealth Management (USA), LLC. Mr. Krane contributes expertise and institutional knowledge relating to the structure of the “Krane”
organization and the way that the “Krane” business operates. Mr. Krane also served as Chief Executive Officer of the
China division of a multinational company, where he gained valuable experience in managing a business and critical knowledge of
business and investment opportunities in China. In addition, he has served on the boards of different corporations and, in doing
so, has first-hand knowledge of the fiduciary duties and responsibilities bestowed upon trustees and directors. Mr. Krane’s
experience as serving as Chief Executive Officer for multiple businesses in the financial services industry, his familiarity with
the “Krane” complex, and his experience in serving on the boards of various companies qualify him to serve as a Trustee
of the Trust.
The Board has concluded that Patrick Campo
should serve as Trustee because of the experience he has gained working in the investment management industry over many years.
In particular, Mr. Campo currently serves as the director of certain investment strategies managed by an investment adviser and
contributes to the portfolio construction process for all products offered by that investment adviser. In addition, Mr. Campo previously
served as partner and head of research for another investment adviser. The knowledge Mr. Campo has gained over these years working
in the investment management industry and his day-to-day work in managing investment advisory firms qualify him to serve as Trustee
of the Trust.
The Board has concluded that Mr. Ferguson
should serve as Trustee because of the experience he has gained working in the financial services and legal industries over the
years. In particular, Mr. Ferguson has extensive experience in managing global investment adviser firms, including the management,
creation and success of hedge funds. Prior to that, Mr. Ferguson served as a corporate securities and tax attorney assisting and
counseling clients with the organization and creation of both domestic and offshore funds. In addition, Mr. Ferguson has served
as an officer for two registered investment companies and, in doing so, has gained experience and knowledge regarding the mutual
fund industry. Mr. Ferguson’s experience in the financial services, fund and legal industries and his day-to-day work in
managing investment advisory firms, qualify him to serve as a Trustee of the Trust.
The Board has concluded that Mr. Stroyman
should serve as Trustee because of the experience he has gained working in the financial services and real estate industries. Working
as an investment banker early in his career, Mr. Stroyman developed a strong base of knowledge regarding corporate finance, structuring,
public and private securities, and company valuations. Through his work in the real estate industry and relationships with large
investment management firms, Mr. Stroyman has gained an understanding of sophisticated financial products. He has advised institutional
clients including pension funds, endowments and other qualified investors in asset management, risk assessment, and repositioning
and disposition of underperforming assets. The knowledge Mr. Stroyman has gained over the years working in the financial services
and real estate industries and his value and understanding of fiduciary duties and responsibilities qualify him to serve as Trustee
of the Trust.
As of March
31, 2020, none of the Independent Trustees or members of their immediate family, beneficially owned or owned of record securities
representing interests in Krane, any sub-adviser or distributor of the Trust, or any person controlling, controlled by or under
common control with such persons. For this purpose, “immediate family member” includes an Independent Trustee’s
spouse, children residing in the same household and dependents of the Independent Trustee.
Fund Shares Owned by Board Members
The Fund is new and, therefore, as of the
date of this SAI, none of the Trustees beneficially owned shares of the Fund. “Beneficial ownership” is determined
in accordance with Rule 16a-1(a)(2) under the 1934 Act.
As of December 31, 2019, the Trustees
beneficially owned the following amounts of Fund shares of other series of the Trust:
Trustee
|
Funds
|
Aggregate
Dollar
Range of
Beneficial
Ownership
of Funds
|
Patrick
Campo
|
None
|
None
|
John
Ferguson
|
None
|
None
|
Jonathan
Krane
|
KraneShares
Bosera MSCI China A Share ETF
|
$10,001-$50,000
|
KraneShares
CSI China Internet ETF
|
$10,001-$50,000
|
KraneShares
MSCI Emerging Markets Ex China Index ETF
|
$1-$10,000
|
KraneShares
MSCI All China Index ETF
|
$1-$10,000
|
KraneShares
Emerging Markets Healthcare Index ETF
|
$1-$10,000
|
KraneShares
Electric Vehicles and Future Mobility Index ETF
|
$1-$10,000
|
KraneShares
CCBS China Corporate High Yield Bond USD Index ETF
|
$1-$10,000
|
KraneShares
Emerging Markets Consumer Technology Index ETF
|
$1-$10,000
|
KraneShares
CICC China Leaders 100 Index ETF
|
$1-$10,000
|
Matthew
Stroyman
|
KraneShares
Bosera MSCI China A Share ETF
|
$1-$10,000
|
KraneShares
CSI China Internet ETF
|
$1-$10,000
|
“Beneficial ownership” is determined in accordance
with Rule 16a-1(a)(2) under the 1934 Act.
Board Compensation
Trustees who are “interested
persons” of Krane are not compensated by the Trust for their service as a Trustee. For the fiscal year ended March 31, 2020:
(a) Mr. Campo received aggregate compensation from the Trust in the amount of $50,000; (b) Mr. Ferguson received aggregate compensation
from the Trust in the amount of $65,000; and (c) Mr. Stroyman received aggregate compensation from the Trust in the amount of
$65,000. None of the Trustees accrued or received any retirement or pension benefits.
For the fiscal year ending March 31,
2021, it is expected that the Trustees will receive compensation from the Trust in the amount of $50,000 per year and the Chairmen
of the Audit Committee and Nominating Committee will each receive an additional $15,000. The Fund bears a proportionate share
of Trustee compensation and expenses based on its relative net assets.
INVESTMENT ADVISER
Krane Funds Advisors, LLC (“Krane’
or “Adviser’) serves as investment adviser to the Fund pursuant to an Investment Advisory Agreement between the Trust
and Krane (the “Advisory Agreement”). Krane is a Delaware limited liability company registered as an investment adviser
under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Krane’s offices are located at 280
Park Avenue, 32nd Floor, New York, NY 10017.
Under the Advisory Agreement, Krane
is responsible for reviewing, supervising and administering the Fund’s investment program and the general management and
administration of the Trust. Krane may engage a subadviser to assist it in managing the Fund’s investments, but will be
responsible for overseeing any subadvisers. Krane arranges for transfer agency, custody, fund administration and accounting, and
other non-distribution related services necessary for the Fund to operate. Krane manages the Fund’s business affairs, provides
office facilities and equipment and certain clerical, bookkeeping and administrative services, and permits its officers and employees
to serve as officers or Trustees of the Trust. Under the Advisory Agreement, Krane bears all of its own costs associated with
providing advisory services to the Fund. As part of the Advisory Agreement, Krane has contractually agreed to pay all expenses
of the Fund, except (i) interest and taxes (including, but not limited to, income, excise, transaction, transfer and withholding
taxes); (ii) expenses of the Fund incurred with respect to the acquisition and disposition of portfolio securities and the execution
of portfolio transactions, including brokerage commissions and short sale dividend or interest expense; (iii) expenses incurred
in connection with any distribution plan adopted by the Trust in compliance with Rule 12b-1 under the 1940 Act, including distribution
fees; (iv) Acquired Fund Fees and Expenses; (v) litigation expenses; (vi) the compensation payable to the Adviser under the investment
advisory agreement; (vii) compensation and expenses of the Independent Trustees (including any Trustees’ counsel fees);
and (viii) any expenses determined to be extraordinary expenses by the Board. Nevertheless, there exists a risk that a Trust service
provider will seek recourse against the Trust if is not timely paid by Krane for the fees and expenses for which it is responsible,
which could materially adversely affect the Fund.
Under the Advisory Agreement, the Fund
pays Krane the fee shown in the table below, which is calculated daily and paid monthly, at an annual rate based on a percentage
of the average daily net assets of the Fund. In addition, under the Advisory Agreement, as compensation for the services provided
by Krane in connection with any securities lending-related activities, the Fund pays Krane 10% of the monthly investment income
received from the investment of cash collateral and loan fees received from borrowers in respect of securities loans (net of any
amounts paid to the custodian and/or securities lending agent or rebated to borrowers).
KFA
Global Carbon ETF
|
0.78%
|
In addition to the above-described
services, to the extent the Fund engages in securities lending, Krane will: (i) determine which securities are available for loan
and notify the securities lending agent for the Fund (the "Agent"), (ii) monitor the Agent’s activities to ensure
that securities loans are effected in accordance with Krane’s instructions and in accordance with applicable procedures
and guidelines adopted by the Board, (iii) make recommendations to the Board regarding the Fund’s participation in securities
lending, (iv) prepare appropriate periodic reports for, and seek appropriate periodic approvals from, the Board with respect to
securities lending activities, (v) respond to Agent inquiries concerning Agent’s activities, and (vi) such other related
duties as Krane deems necessary or appropriate. In addition, Krane may provide additional securities lending-related services
as requested by the Trustees from time to time.
Under the Investment Advisory Agreement,
while the fees and expenses related to the Fund’s securities lending-related activities reduce the revenues and income of
the Fund from such activities, they are not fees and expenses for which Krane is responsible.
Because the Fund had not commenced
operations prior to the end of the fiscal year ended March 31, 2020, Krane did not receive any advisory fees or fees from securities
lending activities from the Fund during the prior three fiscal years.
The Investment Advisory Agreement with
respect to the Fund will continue in effect for two years from its initial effective date, and thereafter is subject to annual
approval by (i) the Board of Trustees of the Trust or (ii) the vote of a majority of the outstanding voting securities
(as defined in the 1940 Act) of the Fund, provided that in either event such continuance also is approved by a vote of a majority
of the Trustees of the Trust who are not interested persons (as defined in the 1940 Act) of the Fund. If the shareholders of the
Fund fail to approve the Investment Advisory Agreement, Krane may continue to serve in the manner and to the extent permitted
by the 1940 Act and rules and regulations thereunder.
The Investment Advisory Agreement with
respect to the Fund is terminable without any penalty, by vote of the Board of Trustees of the Trust or by vote of a majority
of the outstanding voting securities (as defined in the 1940 Act) of the Fund, or by Krane, in each case on not less than sixty
(60) days’ prior written notice to the other party; provided that a shorter notice period shall be permitted for the
Fund in the event its shares are no longer listed on a national securities exchange or in such other circumstances where the Fund
waives such notice period. The Advisory Agreement will terminate automatically and immediately in the event of its “assignment”
(as defined in the 1940 Act).
China International Capital Corporation
(USA) Holdings Inc., a wholly-owned, indirect subsidiary of China International Capital Corporation Limited owns a majority stake
in Krane. As of January 31, 2020, Central Huijin Investment Limited, a mainland Chinese-domiciled entity, held approximately 44.3%
of the shares of China International Capital Corporation Limited. Central Huijin Investment Limited is a wholly-owned subsidiary
of China Investment Corporation, which is a mainland Chinese sovereign wealth fund. KFA One Holdings, LLC, located at 280 Park
Avenue, 32nd Floor, New York, NY 10017, holds the remaining equity interests in Krane and Jonathan Krane, through his equity interests
in KFA One Holdings, LLC, beneficially owns more than 10% of the equity interests in Krane.
Krane has received “manager of
managers” exemptive relief from the SEC that permits Krane, subject to the approval of the Board of Trustees, to appoint
a “wholly-owned” or unaffiliated sub-adviser, as defined in the exemptive relief, or to change the terms of an sub-advisory
agreement with a “wholly-owned” or unaffiliated sub-adviser without first obtaining shareholder approval. The exemptive
order further permits Krane to add or to change a “wholly-owned” or unaffiliated sub-adviser or to change the fees
paid to such parties from time to time without the expense and delays associated with obtaining shareholder approval of the change
and to disclose sub-advisers’ fees only in the aggregate in its registration statement. Any increase in the aggregate advisory
fee paid by any Fund remains subject to shareholder approval. Krane continues to have ultimate responsibility (subject to oversight
by the Board of Trustees) to oversee the sub-advisers and recommend their hiring, termination, and replacement. The Fund will
notify shareholders of any change of the Fund sub-adviser.
SUB-ADVISER
The Adviser is expected retained Climate
Finance Partners LLC (“CFP” or “Sub-Adviser”), 251 Little Falls Drive, Wilmington, DE, 19808, to provide
non-discretionary sub-advisory services to the Fund, which will include research and portfolio modeling services related to the
Fund’s investments and the monitoring of such investments. CFP was established in December 2018 and is controlled by its
Managing Members.
Krane is expected to enter into a Sub-Advisory
Agreement with CFP pursuant to which Krane will pay CFP thirty-two percent (32%) of the Net Revenue received by Krane from the
Fund. Net Revenue is defined for these purposes as gross revenue under Schedule A of the Advisory Agreement minus gross fund-related
expenses (including any waiver by Krane of its compensation under the Advisory Agreement and any reimbursements by Krane of the
Fund’s expenses). As noted above, Krane expects to engage CFP as a sub-adviser to provide non-discretionary sub-advisory
services to the Fund. The initial shareholder has approved this engagement pending approval of the investment adviser registration
of CFP.
The Sub-Advisory Agreement will automatically
terminate if assigned, and may be terminated without penalty at any time: (1) by Krane upon sixty (60) days’ written notice
to CFP; (2) by a vote of a majority of the Trustees or by a vote of a majority of the outstanding voting securities of the Fund
upon (60) days’ written notice to CFP; (3) by CFP upon sixty (60) days’ written notice to the Board and Krane; or
immediately upon written notice by Krane or CFP if (A) the license, approval, authorization or consent held by Krane or CFP which
is required for the performance of its obligations under the Sub-Advisory Agreement and which has been granted or given by any
relevant regulatory authority, is terminated or suspended; (B) Krane or CFP commits a material breach of the Sub-Advisory Agreement
that is uncured within thirty (30) days of notice; (C) any step is taken with a view to the winding up, bankruptcy or administration
of Krane or CFP; (D) any adverse finding is made in respect of, or official sanction imposed on, Krane or CFP by any relevant
regulatory authority which would be likely to affect its ability to perform its obligations under the Sub-Advisory Agreement;
or (E) a relevant regulatory authority has held, or is likely to hold, Krane or CFP to be in breach of any regulatory or other
duties in relation to the Sub-Advisory Agreement. After an initial period of two years, the Sub-Advisory Agreement will continue
in effect provided that annually such continuance is specifically approved by a vote of the Trustees, including the affirmative
votes of a majority of the Trustees who are not parties to the Sub-Advisory Agreement or “interested persons” (as
defined in the 1940 Act) of any such party, cast at a meeting called for the purpose of considering such approval, or by the vote
of shareholders.
Because the Fund had not commenced operations prior to the end
of the prior fiscal year, Krane did not pay CFP any subadvisory fees during the prior three fiscal years.
PORTFOLIO MANAGERS
James Maund, Head of Capital Markets
at the Adviser, has served as the lead portfolio manager of the Fund since its inception. He joined the Adviser in 2020 and has
over 15 years of experience in the investment management industry. Previously, he was a Vice President in the Institutional ETF
Group and a member of the ETF Capital Markets Group at State Street Global Advisors (2010-2019); and an ETF trader at Goldman
Sachs & Co (2005-2010). Mr. Maund graduated with a bachelor’s degree in economics from Wesleyan University.
Jonathan Shelon, Chief Operating Officer
at Krane, also serves as a portfolio manager of the Fund. Mr. Shelon supports Krane’s investment team for the Fund and Mr.
Maund, who will continue to serve as the Fund’s lead portfolio manager. Mr. Shelon has been a portfolio manager for the
Fund since the Fund’s commencement of operations. Mr. Shelon joined Krane in 2015 as a Managing Partner. Mr. Shelon has
spent the majority of his career managing investment portfolios and diverse teams at leading asset management organizations. Most
recently, he was the Chief Investment Officer of a 40-person global Specialized Strategies Team at J.P. Morgan with $40 billion
AUM. Prior to joining J.P. Morgan, Mr. Shelon spent ten years as a portfolio manager at Fidelity Investments where he was responsible
for the investment performance, process and evolution of their target-date strategies for retirement savings, college savings
and income generation.
Portfolio
Manager Fund Ownership. The Fund is required to show the dollar range of each portfolio manager’s “beneficial
ownership” of shares of the Fund as of the end of the most recently completed fiscal year. The KFA Global Carbon ETF had
not yet commenced operations as of the date of this SAI. Therefore, Messrs. Maund and Shelon did not beneficially own any shares
of the Fund as of that date.
Other Accounts. The portfolio managers
are responsible for the day-to-day management of certain other accounts, as follows:
Krane’s
Portfolio Managers
|
Name
|
Registered
Investment
Companies*
|
Other Pooled
Investment Vehicles*
|
Other
Accounts*
|
Number
of
Accounts
|
Total
Assets
($
millions)
|
Number
of
Accounts
|
Total
Assets ($
millions)
|
Number
of
Accounts
|
Total Assets
($ millions)
|
James
Maund *
|
12
|
$3,360.4
|
4
|
$185.9
|
-
|
-
|
Jonathan
Shelon*
|
12
|
$3,360.4
|
4
|
$185.9
|
-
|
-
|
* The information provided is as
of February 29, 2020. None of the accounts paid advisory fees based on the performance of the accounts.
Portfolio Manager Compensation
The portfolio managers receive a fixed
base salary and incentive awards based on the profitability of Krane and the satisfaction of the account objectives. The potential
conflicts of interest arising with respect to each portfolio manager’s compensation are relatively limited because the Fund
seeks to track the performance of the underlying index, which makes it unlikely, but not impossible, that the portfolio manager
would take undue risks in investing the Fund’s assets to increase performance. Nevertheless, to the extent a portfolio manager
would derive additional compensation from managing other accounts, the portfolio manager may be motivated to favor the other accounts.
Description of Material Conflicts
of Interest
A portfolio manager’s
management of “other accounts” may give rise to potential conflicts of interest in connection with his management
of the Fund’s investments, on the one hand, and the investments of the other accounts, on the other. The other accounts
may have the same investment objective as the Fund. Therefore, a potential conflict of interest may arise as a result of the similar
investment objectives, whereby the portfolio manager could favor one account over another. Another potential conflict could include
the portfolio manager’s knowledge of the size, timing and possible market impact of the Fund’s trades, whereby the
portfolio manager could use this information to the advantage of other accounts, including personal trading, and to the disadvantage
of the Fund. However, Krane has established policies and procedures to ensure that the purchase and sale of securities among all
accounts it manages are fairly and equitably allocated. Krane monitors and limits personal trading in accordance with its Code
of Ethics, as described below.
CODES OF ETHICS
The Trust, Krane and Sub-Adviser have
each adopted a Code of Ethics pursuant to Rule 17j-1 under the 1940 Act. The Codes of Ethics apply to the personal investing activities
of trustees, directors, officers and certain employees (“access persons”). Rule 17j-1 and the Codes of Ethics are
designed to prevent unlawful practices in connection with the purchase or sale of securities by access persons. Under the Codes
of Ethics, access persons are permitted to engage in personal securities transactions (including investments in securities that
may be purchased and held by the Fund), but are required to report their personal securities transactions for monitoring purposes.
Each Code of Ethics is on file with the SEC and is available to the public.
PROXY VOTING POLICY
The Trust has adopted the proxy voting
policies of Krane, a summary of which is set forth in the appendix to this SAI. The Trust is required to disclose annually the
Fund’s complete proxy voting record on Form N-PX covering the period from July 1 of one year through June 30 of the next
and to file Form N-PX with the SEC no later than August 31 of each year. The Form N-PX is available, or will be available, at
no charge upon request by calling 1.855.857.2638. The Fund’s Form N-PX is also available or will be available, on the SEC’s
website at www.sec.gov.
ADMINISTRATOR
SEI Investments Global Funds Services (the
“Administrator”) serves as administrator for the Fund. SEI Investments Management Corporation (“SIMC”),
a wholly-owned subsidiary of SEI Investments Company (“SEI Investments”), is the owner of all beneficial interest in
the Administrator. The principal address of the Administrator is One Freedom Valley Drive, Oaks, Pennsylvania 19456. Under an Amended
and Restated Administration Agreement with the Trust dated July 9, 2014, as amended (the “Administration Agreement”),
the Administrator provides necessary administrative and accounting services for the maintenance and operations of the Trust and
the Fund. In addition, the Administrator makes available the office space, equipment, personnel and facilities required to provide
such services.
For its services under the Administration
Agreement, the Administrator is entitled to a fee, based on assets under management, subject to a minimum fee. The Administrator
may be reimbursed by the Fund for its out-of-pocket expenses. The Advisory Agreement provides that Krane will pay certain operating
expenses of the Trust, including the fees due to the Administrator under the Administration Agreement.
CUSTODIAN AND TRANSFER AGENT
Brown Brothers Harriman & Co. (“BBH”)
serves as custodian and transfer agent for the Trust. The principal address of BBH is 50 Post Office Square, Boston, Massachusetts
02110. Under the Custodian and Transfer Agent Agreement with the Trust dated December 12, 2012, BBH, in its capacity as
custodian, maintains in separate accounts cash, securities and other assets of the Fund, keeps all necessary accounts and records,
and provides other services. BBH is required, upon the order of the Trust, to deliver securities held by it, in its capacity as
custodian, and to make payments for securities purchased by the Trust for the Fund.
Under the Custodian and Transfer Agent
Agreement, foreign securities held by the Fund are generally held by sub-custodians in BBH’s sub-custodian network.
BBH further acts as a transfer agent
for the Trust’s authorized and issued shares of beneficial interest, and as dividend disbursing agent of the Trust, under
the Custodian and Transfer Agent Agreement. The Advisory Agreement provides that Krane will pay certain operating expenses of
the Trust, including the fees due to BBH under the Custodian and Transfer Agent Agreement.
DISTRIBUTOR AND DISTRIBUTION ARRANGEMENTS
SEI Investments Distribution Co., a
wholly-owned subsidiary of SEI Investments, and an affiliate of the Administrator, serves as Distributor for the Trust. The principal
address of the Distributor is One Freedom Valley Drive, Oaks, Pennsylvania 19456. The Distributor has entered into an Amended
and Restated Distribution Agreement with the Trust dated July 9, 2014, (the “Distribution Agreement”) pursuant to
which it distributes shares of the Fund. The Distribution Agreement will continue for two years from its effective date and is
renewable annually. Shares are continuously offered for sale by the Fund through the Distributor only in Creation Units, as described
in the Prospectus and below in the “Creation and Redemption of Creation Units” section. Shares in less than Creation
Units are not distributed by the Distributor. The Distributor is a broker-dealer registered under the 1934 Act and a member of
the Financial Industry Regulatory Authority (“FINRA”). The Distributor is not affiliated with Krane, the Sub-Adviser,
or any national securities exchange.
The Distribution Agreement provides
that it may be terminated at any time, without the payment of any penalty: (i) by a vote of a majority of the independent Trustees;
(ii) by a vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund; or (iii) on at least
thirty (30) days’ prior written notice to the other party. The Distribution Agreement will terminate automatically in the
event of its assignment (as defined in the 1940 Act).
The Distributor also may enter into agreements
with securities dealers (“Soliciting Dealers”) who will solicit purchases of Creation Units of shares. Such Soliciting
Dealers also may be Authorized Participants (as defined below) or DTC Participants (as defined below).
Distribution Plan. The Fund
has adopted a Distribution Plan applicable to the Fund’s shares. Under the Distribution Plan, the Distributor, or designated
service providers, may receive up to 0.25% of the Fund’s assets attributable to shares as compensation for distribution
services pursuant to Rule 12b-1 of the 1940 Act. Distribution services may include: (i) services in connection with distribution
assistance, or (ii) payments to financial institutions and other financial intermediaries, such as broker-dealers, fund “supermarkets”
and the Distributor’s affiliates and subsidiaries, as compensation for services or reimbursement of expenses incurred in
connection with distribution assistance. The Distributor may, at its discretion, retain a portion of such payments to compensate
itself for distribution services and distribution related expenses such as the costs of preparation, printing, mailing or otherwise
disseminating sales literature, advertising, and prospectuses (other than those furnished to current shareholders of the Fund),
promotional and incentive programs, and such other marketing expenses that the Distributor may incur. The plan is a compensation
plan, which means that the Distributor is compensated regardless of its expenses, as opposed to a reimbursement plan which reimburses
only for expenses incurred.
No distribution fees are currently
charged to the Fund and there are currently no plans to impose these fees. The Plan was adopted in order to permit the implementation
of the Fund’s method of distribution. In the event that 12b-1 fees are charged in the future, because the Fund pays these
fees out of assets on an ongoing basis, over time these fees may cost you more than other types of sales charges and will increase
the cost of your investment in the Fund.
The Plan will remain in effect for
a period of one year and is renewable from year to year with respect to the Fund, so long as its continuance is approved at least
annually (1) by the vote of a majority of the Trustees and (2) by a vote of the majority of those Independent Trustees who have
no direct or indirect financial interest in the Plan (“Rule 12b-1 Trustees”). The Plan may not be amended to increase
materially the amount of fees that may be paid by the Fund under the Plan unless such amendment is approved by a 1940 Act majority
vote of the outstanding shares and by the Fund’s Trustees in the manner described above. The Plan is terminable with respect
to the Fund at any time by a vote of a majority of the Rule 12b-1 Trustees or by a 1940 Act majority vote of the outstanding shares.
Intermediary Compensation. Krane,
the Sub-Adviser and/or their affiliates, out of their own resources and not out of the Fund’s assets (i.e., without
additional cost to the Fund or its shareholders), may pay certain broker dealers, banks and other financial intermediaries (“Intermediaries”),
to the extent permitted by applicable law, for certain activities related to the Fund, including marketing and education support
and the sale of the Fund’s shares. These arrangements are sometimes referred to as “revenue sharing” arrangements.
Revenue sharing arrangements are not financed by the Fund and, thus, do not result in increased Fund expenses. They are not reflected
in the fees and expenses listed in the fees and expenses sections of the Fund’s Prospectus and they do not change the price
paid by investors for the purchase of the Fund’s shares or the amount received by a shareholder as proceeds from the redemption
of shares of the Fund.
Such compensation may be paid to Intermediaries
that provide services to the Fund, including marketing and education support (such as through conferences, webinars and printed
communications). Such compensation may also be paid to Intermediaries for inclusion of the Fund on a sales list, including a preferred
or select sales list, in other sales programs. Krane periodically assesses the advisability of continuing to make these payments.
Payments to an Intermediary may be
significant to the Intermediary, and amounts that Intermediaries pay to your adviser, broker or other investment professional,
if any, may also be significant to such adviser, broker or investment professional. Because an Intermediary may make decisions
about what investment options it will make available or recommend, and what services to provide in connection with various products,
based on payments it receives or is eligible to receive, such payments create conflicts of interest between the Intermediary and
its clients. For example, these financial incentives may cause the Intermediary to recommend the Fund over other investments.
The same conflict of interest exists with respect to your financial adviser, broker or investment professionals if he or she receives
similar payments from his or her Intermediary firm.
Intermediary information is current
only as of the date of this SAI. Please contact your adviser, broker or other investment professional for more information regarding
any payments his or her Intermediary firm may receive. Any payments made by Krane, the Sub-Adviser and/or their affiliates to
an Intermediary may create an incentive for the Intermediary to encourage customers to buy shares of the Fund.
CONTROL PERSONS AND PRINCIPAL HOLDERS
OF SECURITIES
The Fund has not yet commenced operations
as of the date of this SAI, and, therefore, there were no public shareholders of the Fund as of the date of this SAI. Krane will
own the initial shares issued by the Fund and can thus approve any matter requiring shareholder approval.
EXCHANGE LISTING AND TRADING
A discussion of exchange listing and trading
matters associated with an investment in the Fund is contained in the Prospectus. The discussion below supplements, and should
be read in conjunction with, such sections of the Prospectus.
The shares of the Fund are listed and
traded on the Exchange identified on the cover of this SAI at prices that may differ from the Fund’s NAV. There can be no
assurance that the Exchange requirements necessary to maintain the listing of the shares of the Fund will continue to be met.
The Exchange may, but is not required to, remove the shares of the Fund from listing if, among other matters: (i) following the
initial 12-month period beginning at the commencement of trading of the Fund, there are fewer than fifty (50) Beneficial Owners
(as that term is defined below) of the shares of the Fund for thirty (30) or more consecutive trading days; (ii) the value of
the underlying index is no longer calculated or available; or (iii) such 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 the Fund from
listing and trading upon termination of the Fund.
Trading prices of Shares on the Exchange
may differ from the Fund’s daily NAV. Market forces of supply and demand, economic conditions and other factors may affect
the trading prices of Shares. To provide additional information regarding the indicative value of Shares, the Exchange or a market
data vendor disseminates information every 15 seconds through the facilities of the Consolidated Tape Association, or other widely
disseminated means, an updated IIV for Shares as calculated by an information provider or market data vendor. The Fund is not
involved in or responsible for any aspect of the calculation or dissemination of the IIVs and makes no representation or warranty
as to the accuracy of the IIVs. The IIV should not be viewed as a “real-time” update of the Fund’s NAV because
the IIV may not be calculated in the same manner as the NAV, which is computed only once a day, typically at the end of the business
day. The calculation of the IIV is based on the basket of Deposit Securities, if any, and either a designated amount of U.S. cash
or other instruments with a readily ascertainable market value, where such cash or other investments represent the Fund’s
portfolio holdings that cannot be transacted in kind. The IIV may not represent the best possible valuation of the Fund’s
portfolio because the basket of Deposit Securities does not necessarily reflect the precise composition of the current Fund portfolio
at a particular point in time and does not include a reduction for the fees, operating expenses, or transaction costs incurred
by the Fund. In addition, to the extent that the performance of the cash or other instruments varies from the performance of the
portfolio holdings represented, the IIV is likely to vary from the Fund’s actual NAV.
As in the case of other stocks traded on
the Exchange, broker’s commissions on purchases or sales of shares in market transactions will be based on negotiated commission
rates at customary levels.
The Trust reserves the right to adjust
the price levels of shares in the future to help 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 Fund.
BOOK ENTRY ONLY SYSTEM
The information below supplements and should
be read in conjunction with the section in the Prospectus entitled “Shareholder Information.”
The Depository Trust Company (“DTC”)
acts as securities depository for the Fund’s shares. Shares of the Fund are represented by securities registered in the name
of the DTC or its nominee, Cede & Co., and deposited with, or on behalf of, the DTC.
The DTC, a limited-purpose trust company,
was created to hold securities of its participants (“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 the DTC. More specifically, the DTC is owned by a number of its DTC Participants and by the Exchange,
and FINRA. 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 the 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.
Conveyance of all notices, statements
and other communications to Beneficial Owners is effected as follows. Pursuant to the Depositary Agreement between the Trust and
the DTC, the 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 shares of the Fund held by each DTC Participant. The Trust shall inquire of each such DTC Participant as to the number of
Beneficial Owners holding shares, 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
the DTC or its nominee, Cede & Co., as the registered holder of all shares. The 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 of the Fund as shown on the records of the 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 aspect 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 the DTC and DTC Participants or the relationship between such DTC Participants
and the Indirect Participants and Beneficial Owners owning through such DTC Participants.
The DTC may decide to discontinue providing
its service with respect to shares 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 to find a replacement for the DTC to
perform its functions at a comparable cost.
BROKERAGE TRANSACTIONS
Krane assumes general supervision over
placing orders on behalf of the Fund for the purchase and sale of portfolio securities.
Although Krane strives to obtain the
best net price under prevailing circumstances surrounding each trade, the determinative factor is whether a transaction represents
the best overall execution for the Fund and not whether the lowest possible transaction cost is obtained. Krane considers the
full range and quality of a broker-dealer’s servicing in selecting the broker to meet best execution obligations, and may
not pay the lowest transaction cost available. Krane reviews trading to ensure best execution, operational performance, and reasonable
commission rates. Order flow may go through traditional broker-dealers, but may also be executed on an Electronic Communication
Network, Alternative Trading System or other execution system.
Where multiple broker-dealers are available
to execute portfolio transactions, in selecting the brokers or dealers for any transaction in portfolio securities, Krane or the
Sub-Addviser’s policy is to make such selection based on factors deemed relevant, which may include the breadth of the market
in the security; the price of the security; the reasonableness of the commission or mark-up or mark-down, if any; execution capability;
settlement capability; back office efficiency; and the financial condition of the broker or dealer, both for the specific transaction
and on a continuing basis. The overall reasonableness of brokerage commissions paid or spreads is evaluated by Krane generally
based upon its knowledge of available information as to the general level of commissions paid or spreads by other institutional
investors for comparable services. Brokers or dealers may also be selected because of their ability to handle special or difficult
executions, such as may be involved in large block trades, less liquid securities, broad distributions, or other circumstances.
Krane may also consider the provision or value of research, products or services a broker or dealer may provide, if any, as a
factor in the selection of a broker or dealer or the determination of the reasonableness of commissions paid in connection with
portfolio transactions.
When one or more broker-dealers is
believed capable of providing the best combination of price and execution, a broker-dealer need not be selected based solely on
the lowest commission rate available for a particular transaction. In such cases, Krane may pay a higher commission than otherwise
obtainable from other brokers in return for brokerage research services provided to Krane consistent with Section 28(e) of the
Securities Exchange Act of 1934 (the “Exchange Act”). Section 28(e) provides that Krane may cause the Fund to pay
a broker-dealer a commission for effecting a transaction in excess of the amount of commission another broker or dealer would
have charged as long as Krane makes a good faith determination that the amount of commission is reasonable in relation to the
value of the brokerage and research services provided by the broker-dealer. To the extent Krane obtains brokerage and research
services that it otherwise would acquire at its own expense, Krane may have incentive to place a greater volume of transactions
or pay higher commissions than would otherwise be the case.
The types of products and services
that Krane may obtain from broker-dealers through such arrangements may include research reports and other information on the
economy, industries, sectors, groups of securities, individual companies, statistical information, political developments, technical
market action, pricing and appraisal services, credit analysis, risk measurement analysis, performance and other analysis. Krane
may use products and services provided by brokers in servicing all of its client accounts and not all such products and services
may necessarily be used in connection with the account that paid commissions to the broker-dealer providing such products and
services. Any advisory or other fees paid to Krane are not reduced as a result of the receipt of brokerage and research services.
In some cases, Krane may receive a product
or service from a broker that has both a “research” and a “non-research” use. When this occurs, Krane will
make a good faith allocation between the research and non-research uses of the product or service. The percentage of the service
that is used for research purposes may be paid for with brokerage commissions, while Krane will use its own funds to pay for the
percentage of the service that is used for non-research purposes. In making this good faith allocation, Krane faces a potential
conflict of interest, but Krane believes that its allocation procedures are reasonably designed to appropriately allocate the anticipated
use of such products and services to research and non-research uses.
The Trust has adopted policies and
procedures that prohibit the consideration of sales of the Fund’s shares as a factor in the selection of a broker or a dealer
to execute its portfolio transactions.
Brokerage transactions may be conducted
through “affiliated brokers or dealers,” as defined in rules under the 1940 Act. An affiliated broker-dealer will
receive compensation from the Fund in connection with the Fund’s portfolio investment transactions conducted through them.
This arrangement may present actual or perceived conflicts of interest, but the 1940 Act permits commissions to be paid by a fund
to an “affiliated broker or dealer” if such commissions do not exceed the usual and customary broker’s commission.
Accordingly, the Fund has adopted compliance policies and procedures to permits such trades so long as, among other matters, the
commissions paid to an affiliated broker-dealer are, in the judgment of the Krane or the subadviser (if applicable), reasonable
and fair as compared to the commissions charged by other brokers in connection with comparable transactions involving similar
securities.
An affiliated broker-dealer may engage
in proprietary trading and advise accounts and funds that have investment objectives similar to those of the Fund and/or that
engage in and compete for transactions in the same types of securities, currencies and other instruments as the Fund. Such activities
could affect the prices and availability of the securities, currencies, and instruments in which the Fund invests, which could
have an adverse impact on the Fund’s performance. Such transactions for an affiliated broker-dealers other client accounts
will be executed independently of the Fund’s transactions and thus at prices or rates that may be more or less favorable
than those obtained by the Fund. As a result, the affiliated broker-dealer may compete with the Fund for appropriate investment
opportunities.
Brokerage Commissions
Because the Fund had not commenced
operations prior to the end of the fiscal year ended March 31, 2020, the Fund did not pay any brokerage commissions during the
three prior fiscal years.
Directed Brokerage
Because the Fund had not commenced
operations prior to the end of the fiscal year ended March 31, 2020, the Fund did not pay any brokerage commissions pursuant to
an agreement or understanding whereby the broker provides research or other brokerage services to Krane during the prior fiscal
year.
Affiliated Brokers
Because the Fund had not commenced
operations prior to the end of the fiscal year ended March 31, 2020, the Fund did not pay any brokerage commissions to any affiliated
brokers during the three prior fiscal years.
Regular Broker-Dealers
The Fund is required to identify any
securities of its “regular brokers and dealers” (as such term is defined in the 1940 Act) which the Fund may hold
at the close of its most recent fiscal year. “Regular brokers or dealers” of the Fund are the ten brokers or dealers
that, during the most recent fiscal year: (i) received the greatest dollar amounts of brokerage commissions from the Fund’s
portfolio transactions; (ii) engaged as principal in the largest dollar amounts of portfolio transactions of the Fund; or (iii)
sold the largest dollar amounts of the Fund’s shares.
Because the Fund had not commenced
operations prior to the end of the fiscal year ended March 31, 2020, the Fund did not own any securities of their “regular
broker-dealers” as of that time.
Portfolio Turnover
Portfolio turnover may vary from year
to year, as well as within a year, and generally relates to changes in the underlying index. High turnover rates are likely to
result in comparatively greater brokerage expenses or dealer mark-ups and other transaction costs. The overall reasonableness
of brokerage commissions is evaluated by Krane based upon their knowledge of available information as to the general level of
commissions and spreads paid or incurred by the other institutional investors for comparable services.
Because
the Fund had not commenced operations prior to the end of the fiscal year ended March 31, 2020, the Fund does not have
portfolio turnover information for the prior fiscal year to report.
CREATION AND REDEMPTION OF
CREATION UNITS
Except as otherwise noted below, the following
applies to any Fund covered by this SAI:
General
The Trust issues and redeems shares of
the Fund only in Creation Units on a continuous basis through the Distributor, without a sales load but subject to the transaction
fees described below, at the NAV next determined after receipt, on any Business Day (as defined below), of an order in proper form.
A “Business Day”, as used herein, is any day on which the New York Stock Exchange (“NYSE”) is open for
business. As of the date of this SAI, the NYSE 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.
Currently, the number of shares that constitutes
a Creation Unit is 50,000 shares. The Board reserves the right to declare a split or a consolidation in the number of shares outstanding
of the Fund, and to make changes in the number of shares constituting a Creation Unit, including 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.
Creation Units may be purchased and redeemed
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 and
on behalf of itself or any investor on whose behalf it will act, to certain conditions, including those set forth below, the Authorized
Participant Agreement and the handbook governing the Authorized Participants. Investors who are not Authorized Participants must
make appropriate arrangements with an Authorized Participant to purchase or redeem Creation Units. Investors should be aware that
their particular broker may not be a DTC Participant or may not have executed an Authorized Participant Agreement with the Distributor
and that Creation Unit orders may have to be placed by the investor’s broker through an Authorized Participant. As a result,
orders placed through an Authorized Participant may result in additional charges to such investor. A list of current Authorized
Participants may be obtained from the Distributor.
Investors who are not Authorized Participants
may purchase and sell shares of the Fund on the secondary market.
Because the portfolio securities of the
Fund may trade on days that the Exchange is closed or are otherwise not Business Days for the Fund, shareholders may not be able
to purchase or redeem their shares of the Fund, or purchase or sell shares of the Fund on the Exchange, on days when the NAV of
the Fund could be significantly affected by events in the relevant non-U.S. markets.
Purchases of Creation Units
The consideration for the purchase of Creation
Units of the Fund consists of an in-kind deposit of a designated portfolio of securities (or cash for all or any portion of such
securities (“Deposit Cash”) (collectively, the “Deposit Securities”)) and the Cash Component, which is
an amount equal to the difference between the aggregate NAV of a Creation Unit and the Deposit Securities. Together, the Deposit
Securities and the Cash Component constitute the “Fund Deposit.”
The Custodian or the Administrator makes
available through the National Securities Clearing Corporation (“NSCC”) on each Business Day, prior to the opening
of regular trading on the Exchange, the list of names and the required number of shares of each Deposit Security and Deposit Cash,
as applicable, and the estimated amount of the Cash Component to be included in the current Fund Deposit. Such Fund Deposit is
applicable, subject to any adjustments as described below, in order to effect purchases of Creation Units of the Fund until such
time as the next-announced Fund Deposit is made available. The means by which the Deposit Securities and Cash Component are to
be delivered by the Authorized Participant to the Fund are set forth in the Authorized Participant Agreement and the handbook governing
the Authorized Participants, except to the extent the Distributor and the Authorized Participant otherwise agree. Fund shares will
be settled through the DTC system.
The identity and number of shares of
the Deposit Securities change pursuant to, among other matters, changes in the composition of the Fund’s portfolio and as
rebalancing adjustments and corporate action events are reflected from time to time. The composition of the Deposit Securities
may also change in response to adjustments to the weighting or composition of the component securities constituting the Fund’s
Index.
The Trust reserves the right to permit
or require the substitution of an amount of cash to replace any Deposit Security: (i) if, on a given Business Day, the Fund announces
before the open of trading that all purchases on that day will be made entirely in cash; (ii) if, upon receiving a purchase order
from an Authorized Participant, the Fund determines to require the purchase to be made entirely in cash; (iii) if, on a given Business
Day, the Fund requires all Authorized Participants purchasing shares on that day to deposit cash in lieu of some or all of the
Deposit Securities solely because: (a) such instruments are not eligible for transfer through either the NSCC or DTC systems; or
(b) such instruments are not eligible for trading due to local trading restrictions, local restrictions on securities transfers
or other similar circumstances; or (iv) if the Fund permits an Authorized Participant to deposit cash in lieu of some or all of
the Deposit Securities solely because: (a) such instruments are not available in sufficient quantity; or (b) such instruments are
not eligible for trading by an Authorized Participant or the investor on whose behalf the Authorized Participant is acting (together,
“Custom Orders”).
The Trust also reserves the right to include
or remove Deposit Securities from the Fund Deposit for one or more of the following reasons: (i) in the case of bonds, for minor
differences when it is impossible to break up bonds beyond certain minimum sizes needed for transfer and settlement; (ii) for minor
differences when rounding is necessary to eliminate fractional shares or lots that are not tradeable round lots; or (iii) TBA Transactions,
short positions and other positions that cannot be transferred in-kind, including instruments that can be transferred in-kind only
with the consent of the original counterparty.
Cash purchases of Creation Units will be
effected in essentially the same manner as in-kind purchases. The Authorized Participant will pay the cash equivalent of the Deposit
Securities as Deposit Cash plus or minus the same Cash Component.
Krane or the sub-adviser, as applicable,
on behalf of the Fund, will convert subscriptions that are made in whole or in part in cash into the relevant foreign currency
prior to investment at the applicable exchange rate and subject to the applicable spread. Those purchasing Creation Units of the
Fund bear the risk associated with changes in the currency exchange rate between the time they place their order and the time that
the Fund converts any cash received into foreign investments.
Placement of Purchase Orders
To initiate an order for a Creation
Unit, an Authorized Participant must submit to the Distributor an irrevocable order in proper form to purchase shares of the Fund
generally between 4:15 p.m. and 5:00 p.m. Eastern Time. Authorized Participants may also submit to the Distributor an irrevocable
order in proper form to purchase shares of the Fund generally anytime on a Business Day, except from 4:00 p.m. to 4:15 Eastern
Time, but orders submitted on a Business Day before 4:00 p.m. Eastern Time will normally be charged the maximum transaction fees
and Authorized Participants are encouraged to submit orders generally between 4:15 p.m. and 5:00 p.m. Eastern Time. For a purchase
order to be processed based on the NAV calculated on a particular Business Day, the purchase order must be received in proper
form and accepted by the Trust prior to the time as of which the NAV is calculated (“Cutoff Time”). Investors who
are not Authorized Participants and seek to place a purchase order for a Creation Unit through an Authorized Participant should
allow sufficient time to permit proper submission of the purchase order to the Distributor by the Cutoff Time on such Business
Day.
The Authorized Participant Agreement and
the handbook governing the Authorized Participants set forth the different methods whereby Authorized Participants can submit purchase
orders. A purchase order is considered to be in “proper form” if a request in a form satisfactory to the Fund is (1)
received by the Distributor from an Authorized Participant on behalf of itself or another person within the time period set above,
and (2) all the procedures and other requirements applicable to the method used by the Authorized Participant to submit the purchase
order, such as, in the case of purchase orders submitted through the Distributor’s website, the completion of all required
fields, and otherwise set forth in the Authorized Participant Agreement and handbook governing the Authorized Participants are
properly followed.
Creation Unit orders must be transmitted
by an Authorized Participant by telephone or other transmission method acceptable to the Distributor. Economic or market disruptions
or changes, or telephone or other communication failure, may impede transmissions between the Distributor and an Authorized Participant.
Orders to create shares of the Fund that are submitted on the Business Day immediately preceding a holiday or a day (other than
a weekend) when the securities markets in a foreign market in which the Fund may invest are closed may not be accepted or may be
charged the maximum transaction fee. The Distributor, in its discretion, may permit the submission of orders and requests by or
through an Authorized Participant via communication through the facilities of the Distributor’s proprietary website maintained
for this purpose. A Purchase order, if accepted by the Trust, will be processed based on the NAV as of the next Cutoff Time.
Acceptance of Orders for, and Issuance
of, Creation Units
All questions as to whether an order has
been submitted in proper form and 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 Fund and the Fund’s determination
shall be final and binding.
The Fund reserves the absolute right
to reject or revoke acceptance of a creation order, including if (i) the order is not in proper form; (ii) the investor(s), upon
obtaining the shares ordered, would own 80% or more of the currently outstanding shares of the Fund; (iii) the Deposit Securities
delivered do not conform to the identity and number of shares specified; (iv) acceptance of the Deposit Securities would have
certain adverse tax consequences to the Fund; (v) acceptance of the Fund Deposit would, in the opinion of counsel, be unlawful;
(vi) acceptance of the Fund Deposit would, in the discretion of the Fund or Krane, have an adverse effect on the Fund or the rights
of Beneficial Owners; or (vii) circumstances outside the control of the Fund, the Distributor and Krane make it impracticable
to process purchase orders. The Distributor shall notify a prospective purchaser of a Creation Unit and/or the Authorized Participant
acting on behalf of such purchaser of the rejection or revocation of acceptance of such order. The Fund, the Custodian, the sub-custodian
and the Distributor are under no duty, however, to give notification of any defects or irregularities in the delivery of Fund
Deposits nor shall any of them incur any liability for failure to give such notification.
Except as provided in the following paragraph,
a Creation Unit will not be issued until the transfer of good title to the Fund of the Deposit Securities and the payment of the
Cash Component, Deposit Cash and creation transaction fees have been completed. In this regard, the Custodian will require, prior
to the issuance of a Creation Unit, that the sub-custodian confirm to the Custodian that the Deposit Securities have been delivered
to the account of the Fund at the sub-custodian(s). If the Fund does not receive the foregoing by the time specified herein the
Creation Unit may not be delivered or the purchase order may ultimately be rejected.
The Fund may issue Creation Units to an
Authorized Participant, notwithstanding the fact that all Deposit Securities have not been received, 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 of up to 115% of the value of the
missing Deposit Securities. The only collateral that is acceptable is cash in U.S. dollars. Such cash collateral must be delivered
no later than 2:00 p.m., Eastern Time on the contractual settlement date of the Creation Unit(s). The Fund may buy the missing
Deposit Securities at any time, and the Authorized Participant will be liable for any shortfall between the cost to the Fund of
purchasing such securities and the cash collateral. In addition, the cash collateral may be invested at the risk of the Authorized
Participant, and any income on invested cash collateral will be paid to that Authorized Participant. Information concerning the
Fund’s current procedures for collateralization of missing Deposit Securities is available from the Distributor.
In certain cases, an Authorized Participant
may create and redeem Creation Units on the same trade date. In these instances, the Fund reserves the right to settle these transactions
on a net basis or require a representation from the Authorized Participant that the creation and redemption transactions are for
separate Beneficial Owners.
Once the Fund has accepted a purchase order,
upon the next determination of the NAV of the shares, the Fund may confirm the issuance of a Creation Unit, against receipt of
payment, at such NAV. The Distributor will then transmit a confirmation of acceptance to the Authorized Participant that placed
the order. Creation Units typically are settled on a “T+2 basis” (i.e., two Business Days after trade date), subject
to certain exceptions. However, the Fund reserves the right to settle Creation Unit transactions on a basis other than T+2, including
in order to accommodate non-U.S. market holiday schedules, closures and settlement cycles, and to account for different treatment
among non-U.S. and U.S. markets of dividend record dates and ex-dividend dates.
Creation Transaction Fees
A standard creation transaction fee is
imposed to offset transfer and other costs associated with the issuance of Creation Units. The standard creation transaction fee
is charged to the Authorized Participant on the day such Authorized Participant creates a Creation Unit, and is the same, regardless
of the number of Creation Units purchased by the Authorized Participant on the applicable Business Day.
The Authorized Participant may also be
required to pay a variable transaction fee (up to the maximum amount shown in the table below) to cover certain brokerage, tax,
foreign exchange, execution, market impact and other costs and expenses. Authorized Participants will also bear the costs of transferring
the Deposit Securities, including any stamp duty or other similar fees and expenses. Investors who use the services of a broker
or other financial intermediary may be charged a fee for such services.
The standard creation transaction fee and
maximum variable transaction fee for a Creation Unit are set forth below:
FUND
|
STANDARD
TRANSACTION
FEE
|
MAXIMUM
VARIABLE
TRANSACTION
FEE*
|
KFA
Global Carbon ETF
|
$50
|
2.00%
|
* As a percentage of the Creation Unit(s)
purchased.
The Adviser may adjust the transactions
fees from time to time based on actual experience.
Redemptions of Creation Units
The consideration paid by the Fund for
the redemption of Creation Units consists of an in-kind basket of a designated portfolio of securities (or cash for all or any
portion of such securities (“Redemption Cash”)) (collectively, the “Fund Securities”) and the Cash Component,
which is an amount equal to the difference between the aggregate NAV of a Creation Unit and the Fund Securities. Together, the
Fund Securities and the Cash Component constitute the “Fund Redemption.”
The Custodian or the Administrator makes
available through NSCC on each Business Day, prior to the opening of regular trading on the Exchange, the list of names and the
number of shares of each Fund Security and Redemption Cash, as applicable, and the estimated amount of the Cash Component to be
included in the current Fund Redemption. Such Fund Redemption is applicable, subject to any adjustments as described below, for
redemptions of Creation Units of the Fund until such time as the next-announced Fund Redemption is made available. The delivery
of Fund shares will be settled through the DTC system. The means by which the Fund Securities and Cash Component are to be delivered
to the Authorized Participant by the Fund are set forth in the Authorized Participant Agreement and the handbook governing the
Authorized Participants, except to the extent the Distributor and the Authorized Participant otherwise agree.
The identity and number of shares of
the Fund Securities change pursuant to, among other matters, changes in the composition of the Fund’s portfolio and as rebalancing
adjustments and corporate action events are reflected from time to time. The composition of the Fund Securities may also change
in response to adjustments to the weighting or composition of the component securities constituting the Fund’s Underlying
Index and may not be the same as the Deposit Securities.
The Trust reserves the right to permit
or require the substitution of an amount of cash to replace any Redemption Security: (i) if, on a given Business Day, the Fund
announces before the open of trading that all redemptions on that day will be made entirely in cash; (ii) if, upon receiving a
redemption order from an Authorized Participant, the Fund determines to require the redemption to be made entirely in cash; (iii)
if, on a given Business Day, the Fund requires all Authorized Participants redeeming shares on that day to receive cash in lieu
of some or all of the Fund Securities solely because: (a) such instruments are not eligible for transfer through either the NSCC
or DTC systems; or (b) such instruments are not eligible for trading due to local trading restrictions, local restrictions on securities
transfers or other similar circumstances; or (iv) if the Fund permits an Authorized Participant to receive cash in lieu of some
or all of the Fund Securities solely because: (a) such instruments are not eligible for trading by an Authorized Participant or
the redeemer on whose behalf the Authorized Participant is acting; or (b) a shareholder would be subject to unfavorable income
tax treatment if the shareholder receives redemption proceeds in kind (together, “Custom Orders”).
The Trust also reserves the right to
include or remove Fund Securities from the Fund Redemption for one or more of the following reasons: (i) in the case of bonds,
for minor differences when it is impossible to break up bonds beyond certain minimum sizes needed for transfer and settlement;
(ii) for minor differences when rounding is necessary to eliminate fractional shares or lots that are not tradeable round lots;
(iii) TBA Transactions, short positions and other positions that cannot be transferred in-kind, including instruments that can
be transferred in-kind only with the consent of the original counterparty; (iv) to the extent the Fund determines, on a given
Business Day, to use a representative sampling of the Fund’s portfolio; or (v) for temporary periods, to effect changes
in the Fund’s portfolio as a result of the rebalancing of its Underlying Index.
Cash redemptions of Creation Units will
be effected in essentially the same manner as in-kind redemptions. The Authorized Participant will receive the cash equivalent
of the Fund Securities as Redemption Cash plus or minus the same Cash Component.
Krane or the sub-adviser, as applicable,
on behalf of the Fund, will sell investments denominated in foreign currencies and convert such proceeds into U.S. Dollars at the
applicable exchange rate and subject to the applicable spread for redemptions that are made in whole or in part for cash. Those
redeeming Creation Units of the Fund bear the risk associated with changes in the currency exchange rate between the time they
place their order and the time that the Fund converts any investments into U.S. Dollars.
Placement of Redemption Orders
To initiate a redemption order for
a Creation Unit, an Authorized Participant must submit to the Distributor an irrevocable order in proper form to redeem shares
of the Fund generally between 4:15 p.m. and 5:00 p.m. Eastern Time. Authorized Participants may also submit to the Distributor
an irrevocable order in proper form to redeem shares of the Fund generally anytime on a Business Day, except from 4:00 p.m. to
4:15 Eastern Time, but orders submitted on a Business Day before 4:00 p.m. Eastern Time will normally be charged the maximum transaction
fees and Authorized Participants are encouraged to submit orders generally between 4:15 p.m. and 5:00 p.m. Eastern Time. For a
redemption order to be processed based on the NAV calculated on a particular Business Day, the order must be received in proper
form and accepted by the Trust prior to the time as of which the NAV is calculated (“Cutoff Time”). Investors who
are not Authorized Participants and seek to place a redemption order for a Creation Unit through an Authorized Participant should
allow sufficient time to permit proper submission of the redemption order to the Distributor by the Cutoff Time on such Business
Day.
The Authorized Participant Agreement and
the handbook governing the Authorized Participants set forth the different methods whereby Authorized Participants can submit redemption
orders. A redemption request is considered to be in “proper form” if a request in a form satisfactory to the Fund is
(1) received by the Distributor from an Authorized Participant on behalf of itself or another person within the time period set
above, and (2) all the procedures and other requirements applicable to the method used by the Authorized Participant to submit
the redemption order, such as, in the case of redemption orders submitted through the Distributor’s website, the completion
of all required fields, and otherwise set forth in the Authorized Participant Agreement and handbook governing the Authorized Participants
are properly followed.
Creation Unit orders must be transmitted
by an Authorized Participant by telephone or other transmission method acceptable to the Distributor. Economic or market disruptions
or changes, or telephone or other communication failure, may impede transmissions between the Distributor and an Authorized Participant.
Orders to redeem shares of the Fund that are submitted on the Business Day immediately preceding a holiday or a day (other than
a weekend) when the securities markets in a foreign market in which the Fund may invest are closed may be charged the maximum transaction
fee. The Distributor, in its discretion, may permit the submission of orders and requests by or through an Authorized Participant
via communication through the facilities of the Distributor’s proprietary website maintained for this purpose. A redemption
request, if accepted by the Trust, will be processed based on the NAV as of the next Cutoff Time.
Acceptance of Orders for, and Redemption
of, Creation Units
All questions as to whether an order has
been submitted in proper form and the requisite number of Fund shares and transaction fees have been delivered shall be determined
by the Fund and the Fund’s determination shall be final and binding.
The Fund reserves the absolute right to
reject a redemption order if the order is not in proper form. In addition, the right of redemption may be suspended or the date
of payment postponed with respect to the Fund (i) for any period during which the NYSE is closed (other than customary weekend
and holiday closings), (ii) for any period during which trading on the NYSE is suspended or restricted, (iii) 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 NAV is not reasonably practicable; or (iv) in such other circumstance as is permitted by the SEC. The Fund or Distributor
will notify the Authorized Participant of such rejection, but the Fund, Custodian, sub-custodian and Distributor shall not be liable
for any failure to give such notification.
The payment by the Fund of the Fund Securities,
Redemption Cash, and Cash Component will not be issued until the transfer of the Creation Unit(s) and the applicable redemption
transaction fees has been completed. If the Transfer Agent does not receive the investor’s shares through DTC’s facilities
and the applicable redemption transaction fees by the required time, the redemption request may be rejected. Further, 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 where Fund Securities are customarily traded
and will be delivered. 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 Fund Securities in the applicable non-U.S. jurisdiction and it
is not possible to make other such arrangements, or if it is not possible to effect deliveries of Fund Securities in such jurisdiction,
the Trust may redeem shares in Redemption Cash, and the redeeming Beneficial Owner will be required to receive its redemption proceeds
as Redemption Cash.
Redemptions of shares for Fund 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 cannot lawfully deliver
specific Fund Securities upon redemptions or cannot do so without first registering the Fund Security under such laws.
Once the Fund has accepted a redemption
order, upon the next determination of the NAV of the shares, the Fund may confirm the redemption of a Creation Unit, against receipt
of payment, at such NAV. The Distributor will then transmit a confirmation of acceptance to the Authorized Participant that placed
the order. Deliveries of redemption proceeds by the Fund typically are settled on a “T+2”basis” (i.e., two Business
Days after trade date), but may be made up to seven days later, particularly in stressed market conditions, except as further
set forth herein. The Fund reserves the right to settle redemption transactions on another basis to accommodate non-U.S. market
holiday schedules (see below for further information), closures and settlement cycles, to account for different treatment among
non-U.S. and U.S. markets of dividend record dates and dividend ex-dates (i.e., 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. The Regular Holidays
section hereto identifies the expected instances, if any, where more than seven days would be needed to deliver redemption proceeds
consisting of Fund Securities. Pursuant to an order of the SEC, the Trust will make delivery of redemption proceeds within the
number of days stated in the Regular Holidays section to be the maximum number of days necessary to deliver redemption proceeds
due to foreign holidays.
In certain cases, an Authorized Participant
may create and redeem Creation Units on the same trade date. In these instances, the Fund reserves the right to settle these transactions
on a net basis or require a representation from the Authorized Participant that the creation and redemption transactions are for
separate Beneficial Owners.
Redemption Transaction Fees
A standard redemption transaction fee is
imposed to offset transfer and other costs associated with the redemption of Creation Units. The standard redemption transaction
fee is charged to the Authorized Participant on the day such Authorized Participant redeems a Creation Unit, and is the same regardless
of the number of Creation Units redeemed by an Authorized Participant on the applicable Business Day.
The Authorized Participant may also be
required to pay a variable transaction fee (up to the maximum amount shown in the table below) to cover certain brokerage, tax,
foreign exchange, execution, market impact and other costs and expenses. Authorized Participants will also bear the costs of transferring
the Fund Securities, including any stamp duty or other similar fees and expenses. Investors who use the services of a broker or
other financial intermediary may be charged a fee for such services.
The standard redemption transaction fee
and maximum variable transaction fee for a Creation Unit are set forth below:
FUND
|
STANDARD
TRANSACTION
FEE
|
MAXIMUM
VARIABLE
TRANSACTION
FEE*
|
KFA
Global Carbon ETF
|
$50
|
2.00%
|
* As a percentage of the Creation Unit(s)
redeemed.
The Adviser may adjust the transactions
fees from time to time based on actual experience.
Taxation on Creation and Redemptions
of Creation Units
An Authorized Participant generally will
recognize either gain or loss upon the exchange of Deposit Securities for Creation Units. This gain or loss will generally equal
the difference between (i) the sum of the market value of the Creation Units at the time of the exchange and any net amount of
cash received by the Authorized Participant in the exchange and (ii) the sum of the Authorized Participant’s aggregate basis
in the Deposit Securities exchanged therefor and any net amount of cash paid for the Creation Units. However, the U.S. Internal
Revenue Service may apply the wash sales rules to determine that any loss realized upon the exchange of Deposit Securities for
Creation Units is not currently deductible. Authorized Participants should consult their own tax advisers.
Current U.S. federal tax laws dictate that
capital gain or loss realized from the redemption of Creation Units will generally create long-term capital gain or loss if the
Authorized Participant holds the Creation Units for more than one year, or short-term capital gain or loss if the Creation Units
were held for one year or less, if the Creation Units are held as capital assets.
Regular Holidays
For every occurrence of one or more
intervening holidays in the applicable non-U.S. market that are not holidays observed in the U.S. equity market, the redemption
settlement cycle will be extended by the number of such intervening holidays. In addition to holidays, other unforeseeable closings
in a non-U.S. market due to emergencies may also prevent the Trust from delivering securities within normal settlement period.
The securities delivery cycles currently practicable for transferring portfolio securities to redeeming investors, coupled with
non-U.S. market holiday schedules, will require a delivery process longer than seven calendar days, in certain circumstances,
but in no event longer than fourteen calendar days. The current scheduled holidays applicable to the Fund during such periods
are listed below, as are instances where more than seven days will be needed to deliver redemption proceeds. Holidays may occur
on different dates in subsequent years. The proclamation of new holidays, the treatment by market participants of certain days
as “informal holidays” (e.g., days on which no or limited securities transactions occur, as a result of substantially
shortened trading hours), the elimination of existing holidays, or changes in local securities delivery practices, could affect
the information set forth herein.
In the calendar years 2020 and 2021,
the dates of regular holidays affecting the relevant securities markets in which the Fund may invest are as follows (please note
these holiday schedules are subject to potential changes in the relevant securities markets):
2020
AUSTRALIA
|
|
|
|
January 1
|
April 10
|
April 13
|
December 25
|
January 26
|
April 11
|
April 25
|
December 26
|
January 27
|
April 12
|
April 27
|
December 28
|
AUSTRIA
|
|
|
|
January 1
|
May 21
|
October 26
|
December 26
|
January 6
|
June 1
|
November 1
|
|
April 13
|
June 11
|
November 8
|
|
May 1
|
August 15
|
December 25
|
|
BELGIUM
|
|
|
|
January 1
|
May 1
|
June 1
|
November 1
|
April 12
|
May 21
|
July 21
|
November 11
|
April 13
|
May 31
|
August 15
|
December 25
|
|
|
|
|
BERMUDA
|
|
|
|
January 1
|
June 15
|
September 7
|
December 28
|
April 10
|
July 30
|
November 11
|
|
May 29
|
July 31
|
December 25
|
|
BOTSWANA
|
|
|
|
January 1
|
May 1
|
July 20
|
October 1
|
April 10
|
May 21
|
July 21
|
December 25
|
April 13
|
July 1
|
September 30
|
December 26
|
|
|
|
|
BRAZIL
|
|
|
|
January 1
|
April 21
|
September 7
|
November 15
|
February 25
|
May 1
|
October 12
|
December 25
|
April 10
|
June 11
|
November 2
|
|
CANADA
|
|
|
|
January 1
|
May 18
|
September 7
|
December 25
|
April 10
|
July 1
|
October 12
|
|
April 13
|
August 3
|
November 11
|
|
|
|
|
|
CAYMAN ISLANDS
|
|
|
|
January 1
|
April 10
|
June 15
|
December 25
|
January 27
|
April 13
|
July 6
|
December 26
|
February 26
|
May 18
|
November 9
|
December 28
|
|
|
|
|
CHILE
|
|
|
|
January 1
|
May 21
|
September 18
|
November 1
|
April 10
|
June 29
|
September 19
|
November 2
|
April 11
|
July 16
|
October 12
|
December 8
|
May 1
|
August 15
|
October 31
|
December 25
|
CHINA
|
|
|
|
January 1
|
January 29
|
May 1
|
October 5
|
January 24
|
January 30
|
June 25
|
October 6
|
January 25
|
January 31
|
October 1
|
October 7
|
January 26
|
April 4
|
October 2
|
|
January 27
|
April 5
|
October 3
|
|
January 28
|
April 6
|
October 4
|
|
COLUMBIA
|
|
|
|
January 1
|
May 1
|
July 20
|
November 16
|
January 6
|
May 25
|
August 7
|
December 8
|
March 19
|
June 15
|
August 17
|
December 25
|
April 9
|
June 22
|
October 12
|
|
April 10
|
June 29
|
November 2
|
|
|
|
|
|
CZECH REPUBLIC
|
|
|
|
January 1
|
May 8
|
October 28
|
December 26
|
April 10
|
July 5
|
November 17
|
|
April 13
|
July 6
|
December 24
|
|
May 1
|
September 28
|
December 25
|
|
DENMARK
|
|
|
|
January 1
|
April 12
|
May 21
|
December 24
|
April 9
|
April 13
|
May 31
|
December 25
|
April 10
|
May 8
|
June 1
|
December 26
|
EGYPT*
|
|
|
|
January 7
|
May 1
|
June 30
|
August 3
|
January 25
|
May 24
|
July 23
|
August 20
|
April 19
|
May 25
|
July 31
|
October 6
|
April 20
|
May 26
|
August 1
|
October 29
|
April 25
|
May 27
|
August 2
|
|
|
|
|
|
FINLAND
|
|
|
|
January 1
|
May 1
|
November 1
|
December 26
|
January 6
|
May 21
|
December 6
|
|
April 10
|
June 19
|
December 24
|
|
April 13
|
June 20
|
December 25
|
|
FRANCE
|
|
|
|
January 1
|
May 21
|
November 1
|
|
April 13
|
June 1
|
November 11
|
|
May 1
|
July 14
|
December 25
|
|
May 8
|
August 15
|
|
|
|
|
|
|
GERMANY
|
|
|
|
January 1
|
May 1
|
October 3
|
|
April 10
|
May 21
|
December 25
|
|
April 13
|
June 1
|
December 26
|
|
GHANA
|
|
|
|
January 1
|
May 1
|
July 31
|
December 25
|
March 6
|
May 24
|
August 4
|
December 26
|
April 10
|
May 25
|
September 21
|
|
April 13
|
July 1
|
December 4
|
|
GREECE
|
|
|
|
January 1
|
March 25
|
May 1
|
October 28
|
January 6
|
April 17
|
June 8
|
December 25
|
March 2
|
April 19
|
August 15
|
December 26
|
|
April 20
|
|
|
|
|
|
|
HONG KONG
|
|
|
|
January 1
|
April 10
|
May 1
|
October 2
|
January 25
|
April 11
|
June 25
|
October 25
|
January 27
|
April 13
|
July 1
|
October 26
|
January 28
|
April 30
|
October 1
|
December 25
|
April 4
|
|
|
December 28
|
HUNGARY
|
|
|
|
January 1
|
April 13
|
August 20
|
December 25
|
March 15
|
May 1
|
August 21
|
December 26
|
April 10
|
May 31
|
October 23
|
|
April 12
|
June 1
|
November 1
|
|
INDIA
|
|
|
|
January 26
|
April 14
|
August 15
|
October 29
|
February 21
|
May 7
|
August 29
|
November 14
|
April 6
|
July 31
|
October 2
|
November 30
|
April 10
|
August 12
|
October 25
|
December 25
|
|
|
|
|
INDONESIA
|
|
|
|
January 1
|
May 1
|
June 1
|
December 25
|
January 25
|
May 7
|
July 31
|
|
March 22
|
May 21
|
August 17
|
|
March 25
|
May 24
|
August 20
|
|
April 10
|
May 26
|
October 29
|
|
|
|
|
|
IRELAND
|
|
|
|
January 1
|
May 4
|
October 26
|
December 28
|
March 17
|
June 1
|
December 25
|
|
April 13
|
August 3
|
December 26
|
|
|
|
|
|
ISLE OF MAN
|
|
|
|
January 1
|
May 4
|
July 6
|
December 28
|
April 10
|
May 25
|
August 31
|
|
April 13
|
June 12
|
December 25
|
|
|
|
|
|
ISRAEL*
|
|
|
|
March 10
|
April 16
|
July 30
|
September 28
|
March 11
|
April 29
|
August 19
|
October 3
|
April 4
|
May 8
|
August 20
|
October 10
|
April 9
|
May 29
|
September 19
|
October 11
|
April 15
|
May 31
|
September 20
|
|
ITALY
|
|
|
|
January 1
|
April 25
|
August 15
|
December 25
|
January 6
|
May 1
|
November 1
|
December 26
|
April 13
|
June 2
|
December 8
|
|
|
|
|
|
IVORY COAST
|
|
|
|
January 1
|
May 21
|
August 7
|
November 15
|
April 13
|
May 24
|
August 15
|
December 25
|
May 1
|
June 1
|
October 29
|
|
May 20
|
July 31
|
November 1
|
|
JAPAN
|
|
|
|
January 1
|
May 3
|
August 11
|
November 23
|
January 13
|
May 4
|
September 21
|
December 23
|
February 11
|
May 5
|
September 22
|
|
March 20
|
May 6
|
October 12
|
|
April 29
|
July 20
|
November 3
|
|
KENYA
|
|
|
|
January 1
|
May 1
|
October 10
|
December 25
|
April 10
|
May 24
|
October 20
|
December 26
|
April 13
|
June 1
|
December 12
|
|
MALAYSIA
|
|
|
|
January 25
|
May 7
|
July 31
|
September 16
|
January 26
|
May 24
|
August 20
|
October 29
|
January 27
|
May 25
|
August 31
|
December 25
|
May 1
|
May 26
|
September 9
|
|
|
|
|
|
MALTA
|
|
|
|
January 1
|
April 10
|
August 15
|
December 13
|
February 10
|
May 1
|
September 8
|
December 25
|
March 19
|
June 7
|
September 21
|
|
March 31
|
June 29
|
December 8
|
|
MAURITIUS
|
|
|
|
January 1
|
February 8
|
May 1
|
November 2
|
January 2
|
February 21
|
May 24
|
November 14
|
January 25
|
March 12
|
August 15
|
December 25
|
February 1
|
March 25
|
August 22
|
|
|
MEXICO
|
|
|
|
January 1
|
April 9
|
September 16
|
November 16
|
February 3
|
April 10
|
October 12
|
November 20
|
March 16
|
May 1
|
November 2
|
December 25
|
MOROCCO
|
|
|
|
January 1
|
July 30
|
August 20
|
November 18
|
January 11
|
July 31
|
August 21
|
|
May 1
|
August 1
|
October 29
|
|
May 24
|
August 14
|
November 6
|
|
|
|
|
|
NAMIBIA
|
|
|
|
January 1
|
April 13
|
May 21
|
December 10
|
March 21
|
May 1
|
May 25
|
December 16
|
April 10
|
May 4
|
August 26
|
December 25
|
NETHERLANDS
|
|
|
|
January 1
|
April 27
|
May 31
|
December 26
|
April 12
|
May 5
|
June 1
|
|
April 13
|
May 21
|
December 25
|
|
|
|
|
|
NEW ZEALAND
|
|
|
|
January 1
|
April 10
|
June 1
|
December 26
|
January 2
|
April 13
|
October 26
|
|
February 6
|
April 27
|
December 25
|
|
NIGERIA
|
|
|
|
January 1
|
May 1
|
June 12
|
December 25
|
April 10
|
May 24
|
July 31
|
December 28
|
April 13
|
May 25
|
October 1
|
|
|
|
|
|
NORWAY
|
|
|
|
January 1
|
April 13
|
May 21
|
December 26
|
April 9
|
May 1
|
June 1
|
|
April 10
|
May 17
|
December 25
|
|
|
|
|
|
PERU
|
|
|
|
January 1
|
June 29
|
August 30
|
December 25
|
April 9
|
July 27
|
October 8
|
|
April 10
|
July 28
|
November 1
|
|
May 1
|
July 29
|
December 8
|
|
|
|
|
|
PHILIPPINES
|
|
|
|
January 1
|
May 1
|
August 31
|
December 25
|
January 25
|
May 24
|
November 1
|
December 30
|
April 9
|
June 12
|
November 30
|
December 31
|
April 10
|
July 31
|
December 8
|
|
April 11
|
August 21
|
December 24
|
|
POLAND
|
|
|
|
January 1
|
May 1
|
August 15
|
December 26
|
January 6
|
May 3
|
November 1
|
|
April 12
|
May 31
|
November 11
|
|
April 13
|
June 11
|
December 25
|
|
PORTUGAL
|
|
|
|
January 1
|
May 1
|
October 5
|
December 25
|
April 10
|
June 10
|
November 1
|
|
April 12
|
June 11
|
December 1
|
|
April 25
|
August 15
|
December 8
|
|
|
|
|
|
QATAR*
|
|
|
|
February 11
|
May 26
|
July 31
|
August 4
|
March 11
|
May 27
|
August 1
|
December 18
|
May 24
|
May 28
|
August 2
|
|
May 25
|
July 30
|
August 3
|
|
|
|
|
|
REPUBLIC OF KOREA
|
|
|
|
January 1
|
January 27
|
May 1
|
October 1
|
January 24
|
March 1
|
May 5
|
October 3
|
January 25
|
April 15
|
June 6
|
October 9
|
January 26
|
April 30
|
August 15
|
December 25
|
|
|
September 30
|
|
|
|
|
|
RUSSIA
|
|
|
|
January 1
|
January 7
|
May 1
|
May 12
|
January 2
|
February 23
|
May 4
|
November 4
|
January 3
|
February 24
|
May 9
|
|
January 6
|
March 9
|
May 11
|
|
SINGAPORE
|
|
|
|
January 1
|
May 1
|
August 9
|
October 28
|
February 5
|
May 19
|
August 11
|
December 25
|
February 6
|
May 20
|
August 12
|
|
April 19
|
June 5
|
October 27
|
|
|
|
|
|
SOUTH AFRICA
|
|
|
|
January 1
|
April 27
|
August 10
|
December 28
|
March 21
|
May 1
|
September 24
|
|
April 10
|
June 16
|
December 16
|
|
April 13
|
August 9
|
December 25
|
|
SPAIN
|
|
|
|
January 1
|
May 1
|
November 1
|
December 25
|
January 6
|
August 15
|
December 6
|
|
April 19
|
October 12
|
December 8
|
|
SWAZILAND
|
|
|
December 26
|
January 1
|
April 20
|
August 31
|
|
April 10
|
May 1
|
September 6
|
|
April 13
|
May 21
|
September 7
|
|
April 19
|
July 22
|
December 25
|
|
SWEDEN
|
|
|
|
January 1
|
April 13
|
June 6
|
December 24
|
January 6
|
May 1
|
June 19
|
December 25
|
April 10
|
May 21
|
June 20
|
December 26
|
April 12
|
May 31
|
November 1
|
December 31
|
|
|
|
|
SWITZERLAND
|
|
|
|
January 1
|
May 21
|
August 1
|
December 26
|
April 10
|
May 31
|
September 20
|
|
April 13
|
June 1
|
December 25
|
|
|
|
|
|
TAIWAN
|
|
|
|
January 1
|
January 28
|
April 5
|
October 1
|
January 24
|
January 29
|
April 6
|
October 9
|
January 25
|
February 28
|
May 1
|
October 10
|
January 26
|
April 3
|
June 25
|
December 31
|
January 27
|
April 4
|
June 26
|
|
THAILAND
|
|
|
|
January 1
|
April 13
|
May 21
|
October 23
|
January 2
|
April 14
|
July 5
|
December 7
|
January 25
|
April 15
|
July 28
|
December 10
|
March 9
|
May 1
|
August 12
|
December 31
|
April 6
|
May 7
|
October 13
|
|
TURKEY
|
|
|
|
January 1
|
May 24
|
July 15
|
August 3
|
April 23
|
May 25
|
July 31
|
August 30
|
May 1
|
May 26
|
August 1
|
October 29
|
May 19
|
May 27
|
August 2
|
|
|
|
|
|
UNITED ARAB EMIRATES*
|
|
|
|
January 1
|
May 26
|
August 2
|
December 2
|
March 22
|
July 30
|
August 20
|
December 3
|
May 24
|
July 31
|
October 29
|
|
May 25
|
August 1
|
November 30
|
|
|
UNITED KINGDOM
|
|
|
|
January 1
|
May 4
|
August 31
|
December 26
|
April 10
|
May 25
|
December 25
|
December 28
|
|
|
|
|
UNITED STATES
|
|
|
|
January 1
|
April 10
|
September 7
|
|
January 20
|
May 25
|
November 26
|
|
February 17
|
July 3
|
December 25
|
|
VIETNAM
|
|
|
|
January 1
|
January 26
|
January 29
|
May 1
|
January 24
|
January 27
|
April 2
|
September 2
|
January 25
|
January 28
|
April 30
|
|
|
|
|
|
ZAMBIA
|
|
|
|
January 1
|
April 11
|
July 6
|
October 24
|
March 9
|
April 13
|
July 7
|
December 25
|
March 12
|
May 1
|
August 3
|
|
April 10
|
May 25
|
October 19
|
|
|
* These markets are closed every
Friday.
2021
|
|
|
|
|
|
|
|
AUSTRALIA
|
|
|
|
January 1
|
April 5
|
April 25
|
December 25
|
January 26
|
April 6
|
April 26
|
December 27
|
April 2
|
|
|
|
|
|
|
|
BELGIUM
|
|
|
|
January 1
|
May 1
|
May 24
|
November 1
|
April 4
|
May 13
|
July 21
|
November 11
|
April 5
|
May 23
|
August 15
|
December 25
|
|
|
|
|
BERMUDA
|
|
|
|
January 1
|
June 21
|
September 6
|
December 28
|
April 2
|
July 29
|
November 11
|
|
May 28
|
July 30
|
December 27
|
|
CAMBODIA
|
|
|
|
January 1
|
April 17
|
September 24
|
November 9
|
January 7
|
May 1
|
October 5
|
November 18
|
March 8
|
May 14
|
October 6
|
November 19
|
April 14
|
May 26
|
October 7
|
November 20
|
April 15
|
May 30
|
October 15
|
|
April 16
|
June 18
|
October 29
|
|
|
|
|
|
CANADA
|
|
|
|
January 1
|
September 6
|
October 11
|
December 26
|
July 1
|
August 2
|
December 25
|
|
|
|
|
|
CAYMAN ISLANDS
|
|
|
|
January 1
|
April 2
|
June 14
|
December 25
|
January 25
|
April 5
|
July 5
|
December 27
|
February 17
|
May 17
|
November 8
|
December 28
|
|
|
|
|
CHINA
|
|
|
|
January 1
|
February 15
|
September 21
|
October 5
|
February 11
|
April 5
|
October 1
|
October 6
|
February 12
|
May 1
|
October 2
|
October 7
|
February 13
|
May 3
|
October 3
|
|
February 14
|
June 14
|
October 4
|
|
|
|
|
|
COLOMBIA
|
|
|
|
January 1
|
May 1
|
July 20
|
November 15
|
January 11
|
May 13
|
August 7
|
December 8
|
March 22
|
June 3
|
August 16
|
December 25
|
April 1
|
June 14
|
October 12
|
|
April 2
|
June 29
|
November 1
|
|
|
|
|
|
DENMARK
|
|
|
|
January 1
|
April 5
|
May 24
|
December 26
|
April 1
|
April 30
|
December 24
|
|
April 2
|
May 13
|
December 25
|
|
|
|
|
|
FRANCE
|
|
|
|
January 1
|
May 1
|
May 24
|
November 1
|
April 2
|
May 8
|
July 14
|
December 25
|
April 5
|
May 13
|
August 15
|
December 26
|
|
|
|
|
GERMANY
|
|
|
|
January 1
|
May 1
|
June 3
|
November 1
|
April 2
|
May 13
|
October 3
|
December 25
|
April 5
|
May 24
|
October 31
|
December 26
|
|
|
|
|
GREECE
|
|
|
|
January 1
|
March 25
|
May 3
|
October 28
|
January 6
|
April 30
|
May 24
|
December 25
|
March 15
|
May 1
|
August 15
|
December 26
|
HONG KONG
|
|
|
|
January 1
|
April 2
|
June 14
|
December 25
|
February 12
|
April 3
|
July 1
|
December 26
|
February 13
|
April 5
|
September 21
|
|
February 14
|
May 1
|
October 1
|
|
February 15
|
May 19
|
October 15
|
|
|
|
|
|
IRELAND
|
|
|
|
January 1
|
May 3
|
October 25
|
December 29
|
April 2
|
June 7
|
December 25
|
|
April 5
|
August 2
|
December 26
|
|
|
|
|
|
ISLE OF MAN
|
|
|
|
January 1
|
May 3
|
July 5
|
December 28
|
April 2
|
May 31
|
August 30
|
|
April 5
|
June 11
|
December 25
|
|
|
|
|
|
ISRAEL
|
|
|
|
March 28
|
May 9
|
September 7
|
September 29
|
April 3
|
May 17
|
September 8
|
November 29
|
April 17
|
July 18
|
September 21
|
|
* The Israeli market is closed every Friday.
|
|
|
|
|
|
ITALY
|
|
|
|
January 1
|
April 25
|
August 15
|
December 25
|
January 6
|
May 1
|
November 1
|
December 26
|
April 5
|
June 2
|
December 8
|
|
|
|
|
|
JAPAN
|
|
|
|
January 1
|
March 20
|
May 5
|
September 22
|
January 11
|
April 29
|
July 19
|
October 11
|
February 11
|
May 3
|
August 11
|
November 3
|
February 23
|
May 4
|
September 20
|
November 23
|
|
|
|
|
JERSEY
|
|
|
|
January 1
|
May 3
|
August 30
|
December 28
|
April 2
|
May 9
|
December 25
|
|
April 5
|
May 31
|
December 27
|
|
|
|
|
|
MACAU
|
|
|
|
January 1
|
April 3
|
September 21
|
December 8
|
February 12
|
April 5
|
October 1
|
December 20
|
February 13
|
May 1
|
October 2
|
December 21
|
February 14
|
May 19
|
October 15
|
December 24
|
April 2
|
June 14
|
November 2
|
December 25
|
|
|
|
|
MALAYSIA
|
|
|
|
January 1
|
May 14
|
August 10
|
December 25
|
February 12
|
May 26
|
August 31
|
|
May 1
|
June 5
|
September 16
|
|
May 13
|
July 20
|
October 19
|
|
MALTA
|
|
|
|
January 1
|
April 2
|
August 15
|
December 13
|
February 10
|
May 1
|
September 8
|
December 25
|
March 19
|
June 7
|
September 21
|
|
March 31
|
June 29
|
December 8
|
|
|
|
|
|
MEXICO
|
|
|
|
January 1
|
April 1
|
September 16
|
November 16
|
February 3
|
April 2
|
October 12
|
December 12
|
March 15
|
May 1
|
November 2
|
December 25
|
|
|
|
|
NETHERLANDS
|
|
|
|
January 1
|
April 27
|
May 23
|
December 26
|
April 4
|
May 5
|
May 24
|
|
April 5
|
May 13
|
December 25
|
|
|
|
|
|
NEW ZEALAND
|
|
|
|
January 1
|
April 2
|
April 26
|
December 25
|
January 4
|
April 5
|
July 1
|
December 26
|
February 8
|
April 25
|
October 25
|
December 27
|
|
|
|
|
POLAND
|
|
|
|
January 1
|
April 5
|
May 23
|
November 1
|
January 6
|
May 1
|
June 3
|
November 11
|
April 4
|
May 3
|
August 15
|
December 25
|
|
|
|
|
SINGAPORE
|
|
|
|
January 1
|
April 10
|
May 25
|
November 14
|
January 25
|
May 1
|
July 31
|
December 25
|
January 26
|
May 7
|
August 9
|
|
January 27
|
May 24
|
August 10
|
|
|
|
|
|
SOUTH KOREA
|
|
|
|
January 1
|
March 1
|
August 15
|
October 3
|
February 11
|
May 5
|
September 20
|
October 9
|
February 12
|
May 19
|
September 21
|
December 25
|
February 13
|
June 6
|
September 22
|
|
|
|
|
|
SPAIN
|
|
|
|
January 1
|
May 1
|
November 1
|
December 25
|
January 6
|
August 15
|
December 6
|
|
April 2
|
October 12
|
December 8
|
|
|
|
|
|
SWEDEN
|
|
|
|
January 1
|
April 5
|
June 6
|
December 24
|
January 6
|
May 1
|
June 25
|
December 25
|
April 2
|
May 13
|
June 26
|
December 26
|
April 4
|
May 23
|
November 6
|
December 31
|
SWITZERLAND
|
|
|
|
January 1
|
May 13
|
August 15
|
December 8
|
April 2
|
May 24
|
September 19
|
December 25
|
April 5
|
August 1
|
November 1
|
December 26
|
|
|
|
|
TAIWAN
|
|
|
|
January 1
|
February 14
|
April 5
|
October 10
|
February 11
|
February 15
|
May 1
|
October 11
|
February 12
|
March 1
|
June 14
|
|
February 13
|
April 4
|
September 21
|
|
|
|
|
|
THAILAND
|
|
|
|
January 1
|
April 15
|
August 12
|
December 31
|
February 27
|
May 1
|
October 13
|
|
April 6
|
May 26
|
October 25
|
|
April 13
|
July 24
|
December 6
|
|
April 14
|
July 28
|
December 10
|
|
|
|
|
|
UNITED KINGDOM
|
|
|
|
January 1
|
May 3
|
December 25
|
December 28
|
April 2
|
May 31
|
December 27
|
|
|
|
|
|
UNITED STATES
|
|
|
|
January 1
|
May 31
|
September 6
|
December 25
|
January 18
|
July 4
|
November 25
|
December 31
|
The longest redemption cycle for the
Fund is a function of the longest redemption cycle among the countries whose securities comprise the Fund. In the calendar years
2020 and 2021, the dates of regular holidays affecting the following securities markets present the worst-case (longest) redemption
cycle* for the Fund:
2020
SETTLEMENT
PERIODS GREATER THAN
SEVEN DAYS FOR YEAR 2020
|
|
Beginning
of
Settlement
Period
|
|
End
of
Settlement
Period
|
|
Number
of
Days in
Settlement
Period
|
Botswana
|
|
7/17/2020
|
|
7/27/2020
|
|
9
|
|
|
|
|
|
|
|
China
|
|
1/22/2020
|
|
2/3/2020
|
|
12
|
|
|
1/23/2020
|
|
2/3/2020
|
|
12
|
|
|
1/24/2020
|
|
2/5/2020
|
|
12
|
|
|
1/27/2020
|
|
2/5/2020
|
|
9
|
|
|
1/28/2020
|
|
2/5/2020
|
|
8
|
|
|
9/28/20
|
|
10/8/20
|
|
10
|
|
|
9/29/20
|
|
10/9/20
|
|
10
|
|
|
9/30/20
|
|
10/12/20
|
|
12
|
|
|
|
|
|
|
|
Egypt
|
|
5/19/2020
|
|
6/2/2020
|
|
13
|
|
|
5/20/2020
|
|
6/2/2020
|
|
12
|
|
|
5/21/2020
|
|
6/2/2020
|
|
11
|
|
|
|
|
|
|
|
Hong
Kong
|
|
1/22/2020
|
|
2/3/2020
|
|
12
|
|
|
1/23/2020
|
|
2/4/2020
|
|
12
|
|
|
1/24/2020
|
|
2/5/2020
|
|
12
|
|
|
1/27/2020
|
|
2/5/2020
|
|
9
|
|
|
1/28/2020
|
|
2/5/2020
|
|
8
|
|
|
|
|
|
|
|
Japan
|
|
1/10/2020
|
|
1/20/2020
|
|
9
|
|
|
4/28/2020
|
|
5/7/2020
|
|
8
|
|
|
4/29/2020
|
|
5/8/2020
|
|
8
|
|
|
4/30/2020
|
|
5/11/2020
|
|
10
|
|
|
5/1/2020
|
|
5/12/2020
|
|
11
|
|
|
|
|
|
|
|
Kenya
|
|
4/3/2020
|
|
4/14/2020
|
|
9
|
|
|
4/6/2020
|
|
4/15/2020
|
|
8
|
|
|
4/7/2020
|
|
4/16/2020
|
|
8
|
|
|
4/8/2020
|
|
4/17/2020
|
|
8
|
|
|
4/9/2020
|
|
4/20/2020
|
|
10
|
|
|
|
|
|
|
|
Mexico
|
|
1/31/2020
|
|
2/11/2020
|
|
10
|
|
|
|
|
|
|
|
Peru
|
|
7/24/2020
|
|
8/3/2020
|
|
9
|
|
Russia
|
|
1/2/2020
|
|
1/14/2020
|
|
12
|
|
|
1/3/2020
|
|
1/14/2020
|
|
11
|
|
|
1/6/2020
|
|
1/14/2020
|
|
8
|
|
|
|
|
|
|
|
Spain
|
|
1/2/2020
|
|
1/14/2020
|
|
13
|
|
|
1/3/2020
|
|
1/15/2020
|
|
12
|
|
|
1/3/2020
|
|
1/16/2020
|
|
12
|
|
|
4/22/2020
|
|
5/4/2020
|
|
11
|
|
|
4/23/2020
|
|
5/5/2020
|
|
11
|
|
|
4/24/2020
|
|
5/6/2020
|
|
11
|
|
|
4/27/2020
|
|
5/7/2020
|
|
9
|
|
|
4/28/2020
|
|
5/8/2020
|
|
9
|
|
|
4/29/2020
|
|
5/11/2020
|
|
11
|
|
|
4/30/2020
|
|
5/12/2020
|
|
11
|
|
|
10/1/2020
|
|
10/13/2020
|
|
11
|
|
|
10/2/2020
|
|
10/14/2020
|
|
11
|
|
|
10/5/2020
|
|
10/15/2020
|
|
9
|
|
|
10/6/2020
|
|
10/16/2020
|
|
9
|
|
|
10/7/2020
|
|
10/19/2020
|
|
11
|
|
|
10/8/2020
|
|
10/20/2020
|
|
11
|
|
|
10/9/2020
|
|
10/21/2020
|
|
11
|
|
|
11/27/2020
|
|
12/9/2020
|
|
11
|
|
|
11/30/2020
|
|
12/10/2020
|
|
9
|
|
|
12/1/2020
|
|
12/11/2020
|
|
9
|
|
|
12/2/2020
|
|
12/14/2020
|
|
9
|
|
|
12/3/2020
|
|
12/15/2020
|
|
9
|
|
|
12/4/2020
|
|
12/16/2020
|
|
9
|
|
|
12/7/2020
|
|
12/17/2020
|
|
9
|
|
|
12/16/2020
|
|
12/28/2020
|
|
11
|
|
|
12/17/2020
|
|
12/29/2020
|
|
11
|
|
|
12/18/2020
|
|
12/30/2020
|
|
11
|
|
|
12/21/2020
|
|
12/31/2020
|
|
10
|
|
|
12/22/2020
|
|
1/4/2021
|
|
12
|
|
|
12/23/2020
|
|
1/5/2021
|
|
12
|
|
|
12/24/2020
|
|
1/6/2021
|
|
12
|
|
|
|
|
|
|
|
Taiwan
|
|
1/23/2020
|
|
2/3/2020
|
|
10
|
|
Vietnam
|
|
1/31/2020
|
|
1/31/2020
|
|
8
|
|
|
2/3/2020
|
|
2/3/2020
|
|
10
|
|
2021
|
|
Beginning
of
|
|
End
of
|
|
Number
of
Days
in
|
SETTLEMENT
PERIODS GREATER THAN
|
|
Settlement
|
|
Settlement
|
|
Settlement
|
SEVEN
DAYS FOR YEAR 2021
|
|
Period
|
|
Period
|
|
Period
|
Australia
|
|
3/29/2021
|
|
4/12/2021
|
|
12
|
|
|
3/30/2021
|
|
4/13/2021
|
|
12
|
|
|
3/31/2021
|
|
4/14/2021
|
|
12
|
|
|
4/1/2021
|
|
4/15/2021
|
|
12
|
|
|
|
|
|
|
|
Denmark
|
|
3/30/2021
|
|
4/12/2021
|
|
11
|
|
|
3/31/2021
|
|
4/13/2021
|
|
11
|
|
|
|
|
|
|
|
France
|
|
3/30/2021
|
|
4/12/2021
|
|
11
|
|
|
3/31/2021
|
|
4/13/2021
|
|
11
|
|
|
4/1/2021
|
|
4/14/2021
|
|
11
|
|
|
|
|
|
|
|
Germany
|
|
3/30/2021
|
|
4/12/2021
|
|
11
|
|
|
3/31/2021
|
|
4/13/2021
|
|
11
|
|
|
4/1/2021
|
|
4/14/2021
|
|
11
|
|
|
|
|
|
|
|
Ireland
|
|
3/30/2021
|
|
4/12/2021
|
|
11
|
|
|
3/31/2021
|
|
4/13/2021
|
|
11
|
|
|
4/1/2021
|
|
4/14/2021
|
|
11
|
|
|
|
|
|
|
|
Israel
|
|
5/10/2021
|
|
5/18/2021
|
|
8
|
|
|
5/11/2021
|
|
5/19/2021
|
|
8
|
|
|
5/12/2021
|
|
5/20/2021
|
|
8
|
|
|
5/13/2021
|
|
5/24/2021
|
|
12
|
|
|
9/1/2021
|
|
9/13/2021
|
|
12
|
|
|
9/2/2021
|
|
9/14/2021
|
|
12
|
|
|
9/6/2021
|
|
9/15/2021
|
|
9
|
|
|
9/14/2021
|
|
9/22/2021
|
|
9
|
|
|
9/15/2021
|
|
9/23/2021
|
|
9
|
|
|
9/16/2021
|
|
9/27/2021
|
|
11
|
|
|
9/20/2021
|
|
9/28/2021
|
|
8
|
|
|
9/22/2021
|
|
9/30/2021
|
|
8
|
|
|
9/23/2021
|
|
10/4/2021
|
|
11
|
|
|
9/27/2021
|
|
10/5/2021
|
|
8
|
|
|
9/28/2021
|
|
10/6/2021
|
|
8
|
|
|
11/22/2021
|
|
11/30/2021
|
|
8
|
|
|
11/23/2021
|
|
12/1/2021
|
|
8
|
|
|
11/24/2021
|
|
12/2/2021
|
|
8
|
|
|
11/25/2021
|
|
12/6/2021
|
|
11
|
|
|
|
|
|
|
|
Mexico
|
|
3/26/2021
|
|
4/5/2021
|
|
10
|
|
|
3/29/2021
|
|
4/6/2021
|
|
8
|
|
|
3/30/2021
|
|
4/7/2021
|
|
8
|
|
|
3/31/2021
|
|
4/8/2021
|
|
8
|
|
|
|
|
|
|
|
Spain
|
|
1/4/2021
|
|
1/13/2021
|
|
9
|
|
|
1/5/2021
|
|
1/14/2021
|
|
9
|
|
|
3/25/2021
|
|
4/5/2021
|
|
11
|
|
|
3/26/2021
|
|
4/6/2021
|
|
11
|
|
|
3/29/2021
|
|
4/7/2021
|
|
10
|
|
|
3/30/2021
|
|
4/8/2021
|
|
10
|
|
|
3/31/2021
|
|
4/9/2021
|
|
10
|
|
|
4/1/2021
|
|
4/13/2021
|
|
12
|
|
|
10/4/2021
|
|
10/13/2021
|
|
8
|
|
|
10/5/2021
|
|
10/14/2021
|
|
8
|
|
|
10/6/2021
|
|
10/15/2021
|
|
8
|
|
|
10/7/2021
|
|
10/18/2021
|
|
10
|
|
|
10/8/2021
|
|
10/19/2021
|
|
10
|
|
|
10/11/2021
|
|
10/20/2021
|
|
9
|
|
|
10/22/2021
|
|
11/2/2021
|
|
10
|
|
|
10/25/2021
|
|
11/3/2021
|
|
8
|
|
|
10/26/2021
|
|
11/4/2021
|
|
8
|
|
|
10/27/2021
|
|
11/5/2021
|
|
8
|
|
|
10/28/2021
|
|
11/8/2021
|
|
10
|
|
|
10/29/2021
|
|
11/9/2021
|
|
10
|
|
|
11/26/2021
|
|
12/7/2021
|
|
10
|
|
|
11/29/2021
|
|
12/9/2021
|
|
9
|
|
|
11/30/2021
|
|
12/10/2021
|
|
9
|
|
|
12/1/2021
|
|
12/13/2021
|
|
11
|
|
12/2/2021
|
|
12/14/2021
|
|
11
|
|
|
12/3/2021
|
|
12/15/2021
|
|
11
|
|
|
12/7/2021
|
|
12/16/2021
|
|
8
|
|
|
|
|
|
|
|
Sweden
|
|
3/30/2021
|
|
4/12/2021
|
|
11
|
|
|
3/31/2021
|
|
4/13/2021
|
|
11
|
|
|
4/1/2021
|
|
4/14/2021
|
|
11
|
|
|
|
|
|
|
|
Switzerland
|
|
3/26/2021
|
|
4/6/2021
|
|
10
|
|
|
3/29/2021
|
|
4/7/2021
|
|
9
|
|
|
3/30/2021
|
|
4/8/2021
|
|
9
|
|
|
3/31/2021
|
|
4/9/2021
|
|
9
|
|
|
4/1/2021
|
|
4/12/2021
|
|
11
|
|
|
|
|
|
|
|
Thailand
|
|
4/8/2021
|
|
4/16/2021
|
|
8
|
|
|
4/9/2021
|
|
4/19/2021
|
|
10
|
|
|
4/12/2021
|
|
4/20/2021
|
|
8
|
*
|
These worst-case redemption cycles are based on information
regarding regular holidays, which may be out of date. Based on changes in holidays, longer (worse) redemption cycles are possible.
|
The right of redemption may also be
suspended or the date of payment postponed (1) for any period during which the relevant Exchange is closed (other than customary
weekend and holiday closings); (2) for any period during which trading on the relevant 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 or determination of its
NAV is not reasonably practicable; or (4) in such other circumstance as is permitted by the SEC.
TAXES
The following discussion of certain
U.S. federal income tax consequences of investing in the Fund is based on the Code, U.S. Treasury regulations, and other applicable
authority, all as in effect as of the date of the filing of this SAI. These authorities are subject to change by legislative or
administrative action, possibly with retroactive effect. The following discussion is only a summary of some of the important U.S.
federal income tax considerations generally applicable to investments in the Fund. There may be other tax considerations applicable
to particular shareholders. Shareholders should consult their own tax advisers regarding their particular situation and the possible
application of foreign, state, and local tax laws.
Qualification as a RIC
The Fund has elected or intends to
elect to be treated, and intends to qualify each year, as a regulated investment company (a “RIC”) under Subchapter
M of the Internal Revenue Code. In order to qualify for the special tax treatment accorded RICs and their shareholders, the Fund
must, among other things:
(a) derive at least 90% of its gross income
each year from (i) dividends, interest, payments with respect to securities loans, gains from the sale or other disposition of
stock or securities or foreign currencies, or other income (including but not limited to gains from options, futures or forward
contracts) derived with respect to its business of investing in such stock, securities or currencies, and (ii) net income derived
from interests in “qualified publicly traded partnerships” (as defined below);
(b) diversify its holdings so that,
at the end of each quarter of its taxable year, (i) at least 50% of the market value of the Fund’s total assets consists
of cash and cash items, U.S. government securities, securities of other RICs and other securities, with investments in such other
securities limited with respect to any one issuer to an amount not greater than 5% of the value of the Fund’s total assets
and not greater than 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of the Fund’s
total assets is invested in (1) the securities (other than those of the U.S. government or other RICs) of any one issuer or two
or more issuers that are controlled by the Fund and that are engaged in the same, similar or related trades or businesses or (2)
the securities of one or more qualified publicly traded partnerships; and
(c) distribute with respect to each taxable
year at least the sum of 90% of its investment company taxable income (as that term is defined in the Code without regard to the
deduction for dividends paid – generally taxable ordinary income and the excess, if any, of net short-term capital gains
over net long-term capital losses) and 90% of its net tax-exempt interest income.
In general, for purposes of the 90%
of gross income requirement described in (a) above, income derived from a partnership will be treated as qualifying income only
to the extent such income is attributable to items of income of the partnership that would be qualifying income if realized directly
by the Fund. However, 100% of the net income derived from an interest in a “qualified publicly traded partnership”
(generally, a partnership (i) interests in which are traded on an established securities market or are readily tradable on a secondary
market or the substantial equivalent thereof, (ii) that derives at least 90% of its income from the passive income sources specified
in Code section 7704(d), and (iii) that derives less than 90% of its income from the qualifying income described in (a)(i) of
the prior paragraph) will be treated as qualifying income. In addition, although in general the passive loss rules of the Code
do not apply to RICs, such rules do apply to a RIC with respect to items attributable to an interest in a qualified publicly traded
partnership.
The U.S. Treasury Department has authority
to issue regulations that would exclude foreign currency gains from the 90% test described in (a) above if such gains are not
directly related to a fund’s business of investing in stock or securities. Accordingly, regulations may be issued in the
future that could treat some or all of the Fund’s non-U.S. currency gains as non-qualifying income, thereby potentially
jeopardizing the Fund’s status as a RIC for all years to which the regulations are applicable.
Taxation of the Fund
If the Fund qualifies as the RIC, the
Fund will not be subject to federal income tax on income and gains that are distributed in a timely manner to its shareholders
in the form of dividends.
If the Fund fails to satisfy the qualifying
income test in any taxable year or the diversification requirements for any quarter, the Fund may be eligible for relief provisions
if the failures are due to reasonable cause and not willful neglect and if a penalty tax is paid with respect to each failure
to satisfy the applicable requirements. If these relief provisions are not available to the Fund for any year in which it fails
to qualify as a RIC, all of its taxable income will be subject to tax at regular corporate rates without any deduction for distributions
to shareholders, and its distributions (including capital gains distributions) generally will be taxable as ordinary income dividends
to its shareholders, subject to the dividends received deduction for corporate shareholders and lower tax rates on qualified dividend
income for individual shareholders. In addition, the Fund could be required to recognize unrealized gains, pay substantial taxes
and interest and make substantial distributions before requalifying as a RIC that is accorded special tax treatment.
The Fund intends to distribute at least
annually to its shareholders substantially all of its taxable income and its net capital gains. Taxable income that is retained
by the Fund will be subject to tax at regular corporate rates. If the Fund retains any net capital gain, that gain will be subject
to tax at corporate rates, but the Fund may designate the retained amount as undistributed capital gains in a notice to its shareholders
who (i) will be required to include in income for federal income tax purposes, as long-term capital gain, their shares of such
undistributed amount, and (ii) will be entitled to credit their proportionate shares of the tax paid by the Fund on such undistributed
amount against their federal income tax liabilities, if any, and to claim refunds on a properly filed U.S. tax return to the extent
the credit exceeds such liabilities. For federal income tax purposes, the tax basis of shares owned by a shareholder of the Fund
will be increased by an amount equal to the difference between the amount of undistributed capital gains included in the shareholder’s
gross income and the tax deemed paid by the shareholder under clause (ii) of the preceding sentence.
Deferral of Late Year Losses
The Fund may elect to treat part or
all of any “qualified late year loss” as if it had been incurred in the succeeding taxable year in determining the
Fund’s taxable income, net capital gain, net short-term capital gain, and earnings and profits. The effect of this election
is to treat any such “qualified late year loss” as if it had been incurred in the succeeding taxable year in characterizing
the Fund’s distributions for any calendar year. A “qualified late year loss” generally includes net capital
loss, net long-term capital loss, or net short-term capital loss incurred after October 31 of the current taxable year (commonly
referred to as “post-October losses”) and certain other late-year losses.
Capital Loss Carryovers
If the Fund has a “net capital loss” (that is,
capital losses in excess of capital gains), the excess (if any) of the Fund’s net short-term capital losses over its net
long-term capital gains is treated as a short-term capital loss arising on the first day of the Fund’s next taxable year,
and the excess (if any) of the Fund’s net long-term capital losses over its net short-term capital gains is treated as a
long-term capital loss arising on the first day of the Fund’s next taxable year. Such capital loss carryover can be used
to offset capital gains of the Fund in succeeding taxable years. The carryover of capital losses may be limited under the general
loss limitation rules if the Fund experiences an ownership change as defined in the Code.
Excise Tax
If the Fund fails to distribute in
a calendar year an amount at least equal to the sum of 98% of its ordinary income for such year and 98.2% of its capital gain
net income for the one-year period ending October 31 of such year, plus any retained amount from the prior year, the Fund will
be subject to a nondeductible 4% excise tax on the undistributed amount. For these purposes, the Fund will be treated as having
distributed any amount on which it has been subject to corporate income tax for the taxable year ending within the calendar year.
A dividend paid to shareholders in January of a year generally is deemed to have been paid by the Fund on December 31 of the preceding
year if the dividend was declared and payable to shareholders of record on a date in October, November, or December of that preceding
year. The Fund intends to declare and pay dividends and distributions in the amounts and at the times necessary to avoid the application
of the 4% excise tax, although there can be no assurance that it will be able to do so.
Fund Distributions
Distributions are taxable whether shareholders
receive them in cash or reinvest them in additional shares. Moreover, distributions are generally subject to federal income tax
as described herein to the extent they do not exceed the Fund’s realized income and gains, even though such dividends and
distributions may economically represent a return of a particular shareholder’s investment. Such distributions are likely
to occur in respect of shares purchased at a time when the Fund’s NAV reflects gains that are either unrealized, or realized
but not distributed. Such realized gains may be required to be distributed even when the Fund’s NAV also reflects unrealized
losses.
Distributions by the Fund of investment
income are generally taxable as ordinary income. Taxes on distributions of capital gains are determined by how long the Fund owned
the investments that generated those gains, rather than how long a shareholder has owned his or her Fund shares. Distributions
of net capital gains from the sale of investments that the Fund owned for more than one year and that are properly designated
by the Fund as capital gain dividends (“Capital Gain Dividends”) will be taxable as long-term capital gains. Distributions
from capital gains are generally made after applying any available capital loss carryovers. Preferential long-term capital gain
rates apply to individuals at a maximum rate of 20% for individuals with taxable income exceeding certain thresholds. Such preferential
rates also apply to qualified dividend income if certain holding period requirements are met. Distributions of gains from the
sale of investments that the Fund owned for one year or less will be taxable as ordinary income. Qualified dividend income is,
in general, dividend income from taxable domestic corporations and certain foreign corporations (i.e., foreign corporations
incorporated in a possession of the United States or in certain countries with a comprehensive tax treaty with the United States,
which includes China (but not Hong Kong which is treated as a separate jurisdiction), or the stock of which is readily tradable
on an established securities market in the United States). In order for some portion of the dividends received by the Fund’s
shareholders to be qualified dividend income, the Fund must meet holding period and other requirements with respect to the dividend
paying stocks in its portfolio, and the shareholder must meet holding period and other requirements with respect to the Fund’s
shares.
Given the Fund’s investment objective,
it is not expected that Fund distributions will be eligible for qualified dividend income treatment or the corporate dividends
received deduction on Fund distributions attributable to dividends received.
For U.S. individuals with income exceeding
$200,000 ($250,000 if married and filing jointly), a 3.8% Medicare contribution tax will apply on all or a portion of their “net
investment income,” including interest, dividends, and capital gains, which generally includes taxable distributions received
from the Fund. This 3.8% tax also applies to all or a portion of the undistributed net investment income of certain shareholders
that are estates and trusts.
If the Fund makes distributions to
a shareholder in excess of the Fund’s current and accumulated earnings and profits in any taxable year, the excess distribution
will be treated as a return of capital to the extent of the shareholder’s tax basis in its shares, and thereafter as capital
gain. A return of capital is not taxable, but reduces a shareholder’s tax basis in its shares, thus reducing any loss or
increasing any gain on a subsequent taxable disposition by the shareholder of its shares.
Investors considering buying shares
just prior to a dividend or capital gain distribution should be aware that, although the price of shares purchased at that time
may reflect the amount of the forthcoming distribution, such dividend or distribution may nevertheless be taxable to them. If
the Fund is the holder of record of any security on the record date for any dividends payable with respect to such security, such
dividends will be included in the Fund’s gross income not as of the date received but as of the later of (a) the date such
security became ex-dividend with respect to such dividends (i.e., the date on which a buyer of the security would not be
entitled to receive the declared, but unpaid, dividends); or (b) the date the Fund acquired such security. Accordingly, in order
to satisfy its income distribution requirements, the 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.
Sale or Exchange of Shares
A sale or exchange of shares in the
Fund may give rise to a gain or loss. In general, any gain or loss realized upon a taxable disposition of shares will be treated
as long-term capital gain or loss if the shares have been held for more than 12 months. Otherwise, the gain or loss on the taxable
disposition of shares will be treated as short-term capital gain or loss. However, any loss realized upon a taxable disposition
of shares held for six months or less will be treated as long-term, rather than short-term, to the extent of any long-term capital
gain distributions received (or deemed received) by the shareholder with respect to the shares. All or a portion of any loss realized
upon a taxable disposition of shares will be disallowed if shares of the Fund are purchased within 30 days before or after the
disposition. In such a case, the basis of the newly purchased shares will be adjusted to reflect the disallowed loss.
As noted above, for U.S. individuals
with income exceeding $200,000 ($250,000 if married and filing jointly), a 3.8% Medicare contribution tax will apply on “net
investment income,” including interest, dividends, and capital gains, which generally includes taxable distributions received
from the Fund and taxable gains on the disposition of shares of the Fund.
Backup Withholding
The Fund (or a financial intermediary,
such as a broker, through which a shareholder holds Fund shares) generally is required to withhold and to remit to the U.S. Treasury
a percentage of the taxable distributions and sale or redemption proceeds paid to any shareholder who fails to properly furnish
a correct taxpayer identification number, who has under-reported dividend or interest income, or who fails to certify that he,
she or it is not subject to such withholding. The backup withholding tax rate is currently 24%.
Federal Tax Treatment of Certain
Fund Investments
Transactions of the Fund in options,
futures contracts, hedging transactions, forward contracts, swap contracts, straddles and foreign currencies may be subject to
various special and complex tax rules, including mark-to-market, constructive sale, straddle, wash sale and short sale rules.
These rules could affect whether gains and losses recognized by the Fund are treated as ordinary income or capital gain, accelerate
the recognition of income to the Fund and/or defer the Fund’s ability to recognize losses. These rules may in turn affect
the amount, timing or character of the income distributed to shareholders by the Fund.
The Fund is required, for federal income
tax purposes, to mark to market and recognize as income for each taxable year its net unrealized gains and losses as of the end
of such year on certain regulated futures contracts, foreign currency contracts and options that qualify as Section 1256 contracts
in addition to the gains and losses actually realized with respect to such contracts during the year. Except as described below
under “Certain Foreign Currency Tax Issues,” gain or loss from Section 1256 contracts that are required to be marked
to market annually will generally be 60% long-term and 40% short-term capital gain or loss. Application of this rule may alter
the timing and character of distributions to shareholders.
Some debt obligations that are acquired
by the Fund may be treated as having original issue discount (“OID”). Generally, the Fund will be required to include
OID in taxable income over the term of the debt security, even though payment of the OID is not received until a later time, usually
when the debt security matures. If the Fund holds such debt instruments, it may be required to pay out as distributions each year
an amount that is greater than the total amount of cash interest the Fund actually received. Such distributions may be made from
the cash assets of the Fund or by liquidation of portfolio securities, if necessary. The Fund may realize gains or losses from
such liquidations. In the event the Fund realizes net gains from such transactions, its shareholders may receive larger distributions
than they would have in the absence of such transactions.
Any market discount recognized on a
bond is taxable as ordinary income. A market discount bond is a bond acquired in the secondary market at a price below redemption
value or adjusted issue price if issued with original issue discount. Absent an election by the Fund to include the market discount
in income as it accrues, gains on the Fund’s disposition of such an obligation will be treated as ordinary income rather
than capital gain to the extent of the accrued market discount.
The Fund may invest a portion of its
assets in the Subsidiary, a Cayman Islands exempted company that is classified as a corporation for federal tax purposes. A foreign
corporation, such as the Subsidiary, generally is not subject to federal income tax unless it is engaged in the conduct of a trade
or business in the United States. The Subsidiary intends to operate in a manner that is expected to meet the requirements of a
safe harbor under section 864(b)(2) of the Code, under which it may trade in stocks or securities or certain commodities for its
own account without being deemed to be engaged in a U.S. trade or business. If, however, certain of the Subsidiary's activities
did not meet those safe harbor requirements, it might be considered as engaging in such a trade or business. Even if the Subsidiary
is not so engaged, it may be subject to a withholding tax at a rate of 30% on some portion of its U.S.-source gross income that
is not effectively connected with the conduct of a U.S. trade or business.
The Subsidiary will be treated as a
controlled foreign corporation (a "CFC"), and the Fund will be a "United States shareholder" thereof. As a
result, the Fund will be required to include in its gross income each taxable year all of the Subsidiary's "subpart F income,"
which generally is treated as ordinary income; it is expected that virtually all of the Subsidiary's income will be "subpart
F income." If the Subsidiary realizes a net loss, that loss generally will not be available to offset the Fund's income.
The Fund's inclusion of the Subsidiary's "subpart F income" in its gross income will increase the Fund's tax basis in
its shares of the Subsidiary. Distributions by the Subsidiary to the Fund will not be taxable to the extent of its previously
undistributed "subpart F income" and will reduce the Fund's tax basis in those shares.
Although gains from the disposition
of commodities are not considered qualifying income for purposes of the 90 percent gross income test described above, the Service
has issued numerous private letter rulings ("PLRs") in recent years that a RIC's income from a wholly owned foreign
subsidiary (such as the Subsidiary) is qualifying income. Because a PLR may be citied as precedent only by the taxpayer(s) to
which it is issued, the Fund cannot rely upon such PLRs. Further, in July 2011 the Service suspended the issuance of further PLRs
to RICs seeking commodities exposure through the use of foreign wholly owned subsidiaries (and structured notes).
The rules regarding the extent to which
income, if any, realized by a wholly owned non-U.S. subsidiary (such as the Subsidiary) of the Fund and included in the Fund's
annual income for U.S. federal income tax purposes, but that is not currently repatriated to the Fund, will constitute qualifying
income have been clarified by Regulations recently issued by the Service. Those Regulations provide that the annual net profit,
if any, realized by such a subsidiary and imputed for income tax purposes to the Fund will constitute qualifying income whether
or not the imputed income is distributed by the subsidiary to the Fund. The new Regulations remove the uncertainty that existed
as a result of previously proposed regulations that provided a different conclusion.
The federal income tax treatment of
the Fund's income from the Subsidiary may be adversely affected by future legislation, other Treasury Regulations, and/or other
guidance issued by the Service that could affect the character, timing of recognition, and/or amount of the Fund's taxable income
and/or net capital gains and, therefore, the distributions it makes.
Certain Foreign Currency Tax Issues
The Fund’s gain or loss on foreign
currency denominated debt securities and on certain other financial instruments, such as forward currency contracts and currency
swaps, that is attributable to fluctuations in exchange rates occurring between the date of acquisition and the date of settlement
or disposition of such securities or instruments generally will be treated under Section 988 of the Code as ordinary income or
loss. The Fund may elect out of the application of Section 988 of the Code with respect to the tax treatment of each of its foreign
currency forward contracts to the extent that (i) such contract is a capital asset in the hands of the Fund and is not part of
a straddle transaction and (ii) the Fund makes an election by the close of the day the contract is entered into to treat the gain
or loss attributable to such contract as capital gain or loss.
The Fund’s forward contracts
may qualify as Section 1256 contracts if the underlying currencies are currencies for which there are futures contracts that are
traded on and subject to the rules of a qualified board or exchange. However, a forward currency contract that is a Section 1256
contract would, absent an election out of Section 988 of the Code as described in the preceding paragraph, be subject to Section
988. Accordingly, although such a forward currency contract would be marked to market annually like other Section 1256 contracts,
the resulting gain or loss would be ordinary. If the Fund were to elect out of Section 988 with respect to forward currency contracts
that qualify as Section 1256 contracts, the tax treatment generally applicable to Section 1256 contracts would apply to those
forward currency contracts: that is, the contracts would be marked to market annually and gains and losses with respect to the
contracts would be treated as long-term capital gains or losses to the extent of 60% thereof and short-term capital gains or losses
to the extent of 40% thereof. If the Fund were to elect out of Section 988 with respect to any of its forward currency contracts
that do not qualify as Section 1256 contracts, such contracts will not be marked to market annually and the Fund will recognize
short-term or long-term capital gain or loss depending on the Fund’s holding period therein. The Fund may elect out of Section
988 with respect to some, all or none of its forward currency contracts.
Finally, regulated futures contracts
and non-equity options that qualify as Section 1256 contracts and are entered into by the Fund with respect to foreign currencies
or foreign currency denominated debt instruments will be subject to the tax treatment generally applicable to Section 1256 contracts
unless the Fund elects to have Section 988 apply to determine the character of gains and losses from all such regulated futures
contracts and non-equity options held or later acquired by the Fund.
Foreign Investments
Income received by the Fund from sources
within foreign countries (including, for example, interest on securities of non-U.S. issuers) may be subject to withholding and
other taxes imposed by such countries. Tax treaties between such countries and the U.S. may reduce or eliminate such taxes. If
as of the end of the Fund’s taxable year more than 50% of the Fund’s assets consist of foreign securities, the Fund
is expected to make an election to permit shareholders to claim a credit or deduction on their income tax returns for their pro
rata portions of qualified taxes paid by the Fund during that taxable year to foreign countries in respect of foreign securities
that the Fund has held for at least the minimum period specified in the Code. In such a case, shareholders will include in gross
income from foreign sources their pro rata shares of such taxes. A shareholder’s ability to claim a foreign tax credit or
deduction in respect of foreign taxes paid by the Fund may be subject to certain limitations imposed by the Code, which may result
in the shareholder not getting a full credit or deduction for the amount of such taxes. Because a foreign tax credit is only available
for foreign taxes paid by the Fund, no such credit may be available for a reduction in the Fund's net asset value to reflect a
reserve (if any) for Chinese withholding taxes. Shareholders who do not itemize on their federal income tax returns may claim
a credit, but not a deduction, for such foreign taxes.
Passive Foreign Investment Companies
If the Fund purchases shares in a PFIC,
it may be subject to U.S. federal income tax on a portion of any “excess distribution” or gain from the disposition
of such shares even if such income is distributed as a taxable dividend by the Fund to its shareholders. Additional charges in
the nature of interest may be imposed on the Fund in respect of deferred taxes arising from such distributions or gains. If the
Fund were to invest in a PFIC and elect to treat the PFIC as a “qualified electing fund” under the Code, in lieu of
the foregoing requirements, the Fund would be required to include in income each year a portion of the ordinary earnings and net
capital gains of the qualified electing fund, even if not distributed to the Fund, and such amounts would be subject to the 90%
and excise tax distribution requirements described above. In order to make this election, the Fund would be required to obtain
certain annual information from the PFICs in which it invests, which may be difficult or impossible to obtain. Alternatively,
the Fund may make a mark-to-market election that would result in the Fund being treated as if it had sold and repurchased its
PFIC stock at the end of each year. In such case, the Fund would report any such gains as ordinary income and would deduct any
such losses as ordinary losses to the extent of previously recognized gains. The election must be made separately for each PFIC
owned by the Fund and, once made, would be effective for all subsequent taxable years, unless revoked with the consent of the
IRS. By making the election, the Fund could potentially ameliorate the adverse tax consequences with respect to its ownership
of shares in a PFIC, but in any particular year may be required to recognize income in excess of the distributions it receives
from the PFIC and its proceeds from dispositions of PFIC stock. The Fund may have to distribute this “phantom” income
and gain to satisfy the 90% distribution requirement and to avoid imposition of the 4% excise tax. The Fund will make the appropriate
tax elections, if possible, and take any additional steps that are necessary to mitigate the effects of these rules.
Tax-Exempt Shareholders
Under current law, income of a RIC
that would be treated as unrelated business taxable income (“UBTI”) if earned directly by a tax-exempt entity generally
will not be attributed as UBTI to a tax-exempt entity that is a shareholder in the RIC. Notwithstanding this “blocking”
effect, a tax-exempt shareholder could realize UBTI by virtue of its investment in the Fund if shares in the Fund constitute debt-financed
property in the hands of the tax-exempt shareholder within the meaning of Code Section 514(b).
Non-U.S. Shareholders
In general, dividends other than Capital
Gain Dividends paid by the Fund to a shareholder that is not a “U.S. person” within the meaning of the Code (a “foreign
person”) are subject to withholding of U.S. federal income tax at a rate of 30% (or lower applicable treaty rate) even if
they are funded by income or gains (such as foreign-source dividend and interest income) that, if paid to a foreign person directly,
would not be subject to withholding. If the Fund were to recognize short-term capital gains or U.S.-source portfolio interest,
properly reported short-term capital gain dividends and interest-related dividends paid by the Fund would not be subject to such
withholding tax.
A beneficial holder of shares who is
a non-U.S. person is not, in general, subject to U.S. federal income tax on gains (and is not allowed a U.S. income tax deduction
for losses) realized on a sale of shares of the Fund or on Capital Gain Dividends or short-term capital gain dividends unless
(i) such gain or dividend is effectively connected with the conduct of a trade or business carried on by such holder within the
United States or (ii) in the case of an individual holder, the holder is present in the United States for a period or periods
aggregating 183 days or more during the year of the sale or the receipt of the Capital Gain Dividend or short-term capital gains
dividends and certain other conditions are met.
In order for a non-U.S. investor to
qualify for an exemption from backup withholding, the foreign investor must comply with special certification and filing requirements.
Foreign investors in the Fund should consult their tax advisers in this regard. Backup withholding is not an additional tax. Any
amounts withheld may be credited against the shareholder’s U.S. federal income tax liability, provided the appropriate information
is furnished to the Internal Revenue Service.
A beneficial holder of shares who is a
non-U.S. person may be subject to the U.S. federal estate tax in addition to the federal income tax consequences referred to above.
If a shareholder is eligible for the benefits of a tax treaty, any income or gain effectively connected with a U.S. trade or business
will generally be subject to U.S. federal income tax on a net basis only if it is also attributable to a permanent establishment
maintained by the shareholder in the United States.
Under the Foreign Account Tax Compliance
Act (“FATCA”), a 30% withholding tax will be imposed on dividends paid by the Fund, to (i) foreign financial institutions
including non-U.S. investment funds unless they agree to collect and disclose to the Internal Revenue Service information regarding
their direct and indirect U.S. account holders and (ii) certain other foreign entities, unless they certify certain information
regarding their direct and indirect U.S. owners. A non-U.S. shareholder resident or doing business in a country that has entered
into an intergovernmental agreement with the U.S. to implement a similar reporting regime will be exempt from this withholding
tax if the shareholder and the applicable foreign government comply with the terms of such agreement. A Shareholder subject to
such withholding tax will not receive additional amounts from the Fund to compensate for such withholding. Recently issued proposed
regulations (which are effective while pending) eliminate the application of the FATCA withholding tax to capital gain dividends
and redemption proceeds that was scheduled to take effect in 2019.
Creation and Redemption of Creation
Units
An Authorized Participant who exchanges
securities for Creation Units generally will recognize a gain or a loss. The gain or loss will be equal to the difference between
the market value of the Creation Units at the time and the sum of the exchanger’s aggregate basis in the securities surrendered
plus the amount of cash paid for such Creation Units. A person who redeems Creation Units will generally recognize a gain or loss
equal to the difference between the exchanger’s basis in the Creation Units and the sum of the aggregate market value of
any securities received plus the amount of any cash received for such Creation Units. The Internal Revenue Service, however, may
assert that a loss realized upon an exchange of securities for Creation Units cannot be deducted currently under the rules governing
“wash sales,” or on the basis that there has been no significant change in economic position. Any capital gain or loss
realized upon the creation of Creation Units will generally be treated as long-term capital gain or loss if the securities exchanged
for such Creation Units have been held for more than one year.
Any capital gain or loss realized upon
the redemption of Creation Units will generally be treated as long-term capital gain or loss if the shares comprising the Creation
Units have been held for more than one year. Otherwise, such capital gains or losses will be treated as short-term capital gains
or losses.
Persons purchasing or redeeming Creation
Units should consult their own tax advisers with respect to the tax treatment of any creation or redemption transaction.
Section 351
The Trust on behalf of the Fund has
the right to reject an order for Creation Units if the purchaser (or group of purchasers) would, upon obtaining the shares so
ordered, own 80% or more of the outstanding shares of the Fund and if, pursuant to Section 351 of the Code, the Fund would have
a basis in the deposit securities different from the market value of such securities on the date of deposit. The Trust also has
the right to require information necessary to determine beneficial share ownership for purposes of the 80% determination.
Tax Shelter Reporting Regulations
Under U.S. Treasury regulations, if an
individual shareholder recognizes a loss of $2 million or more in any single tax year or, for a corporate shareholder, $10 million
or more in any single tax year, the shareholder must file with the Internal Revenue Service a disclosure statement on Form 8886.
Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance,
shareholders of a RIC are not excepted. Future guidance may extend the current exception from this reporting requirement to shareholders
of most or all RICs. 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 advisers to determine the applicability
of these regulations in light of their individual circumstances.
General Considerations
The U.S. federal income tax discussion
and the discussion of Chinese tax considerations set forth above are for general information only. Prospective investors should
consult their tax advisers regarding the specific federal income tax consequences of purchasing, holding and disposing of shares
of the Fund, as well as the effect of state, local and foreign tax law and any proposed
tax law changes.
DETERMINATION OF NAV
This information supplements and should
be read in conjunction with the section in the Prospectus entitled “Calculating NAV.”
The NAV per share of the Fund is computed
by dividing the value of the net assets of the Fund (i.e., the value of its total assets less total liabilities and withholdings)
by the total number of shares of the Fund outstanding, rounded to the nearest cent. Expenses and fees, including without limitation,
the management, administration and distribution fees, are accrued daily and taken into account for purposes of determining NAV.
The NAV per share for the Fund normally is calculated by the Administrator and determined as of the regularly scheduled close
of the regular trading session on the NYSE (ordinarily 4:00 p.m., Eastern Time) on each day that the Exchange is open.
In calculating the values of the Fund’s
portfolio securities, securities listed on a securities exchange, market or automated quotation system for which quotations are
readily available (except for securities traded on NASDAQ), including securities traded over the counter, are valued at the last
reported sale price on the primary exchange or market (foreign or domestic) on which they are traded (or at the time as of which
the Fund’s NAV is calculated if a security’s exchange is normally open at that time). If there is no such reported
sale, such securities are valued at the most recently reported bid price. For securities traded on NASDAQ, the NASDAQ Official
Closing Price will be used. If available, debt securities are priced based upon valuations provided by independent, third-party
pricing agents. Such values generally reflect the last reported sales price if the security is actively traded. The third-party
pricing agents may also value debt securities at an evaluated bid price by employing methodologies that utilize actual market
transactions, broker-supplied valuations, or other methodologies designed to identify the market value for such securities. Debt
obligations with remaining maturities of sixty days or less may be valued at their amortized cost, which approximates market value.
The prices for foreign securities are reported in local currency and converted to U.S. dollars using currency exchange rates.
The value of a swap contract is equal to the obligation (or rights) under the swap contract, which will generally be equal to
the net amounts to be paid or received under the contract based upon the relative values of the positions held by each party to
the contract as determined by the applicable independent, third party pricing agent. Exchange-traded options are valued at the
last reported sales price on the exchange on which they are listed. If there is no such reported sale on the valuation date, long
positions are valued at the most recent bid price, and short positions are valued at the most recent ask price. OTC options are
valued based upon prices determined by the applicable independent, third party pricing agent. Futures are valued at the settlement
price established by the board of trade on which they are traded. Foreign currency forward contracts are valued at the current
day’s interpolated foreign exchange rate, as calculated using the current day’s spot rate and the 30-, 60-, 90- and
180-day forward rates provided by an independent pricing agent. The exchange rates used for valuation are captured as of the close
of the London Stock Exchange each day normally at 4:00 p.m. Greenwich Mean Time. Prices for most securities held by the Fund are
provided daily by independent pricing agents. If a security price cannot be obtained from an independent, third-party pricing
agent, the Fund seeks to obtain bid and ask prices from two broker-dealers who make a market in the portfolio instrument and determines
the average of the two.
Investments in open-end investment
companies that do not trade on an exchange are valued at the end of day NAV per share. Investments in open-end investment companies
that trade on an exchange are valued at the last reported sale price or official closing price as of the close of the customary
trading session on the exchange where the security is principally traded. If there is no such reported sale, such securities are
valued at the most recently reported bid price. Securities issued by a wholly owned subsidiary of the Fund will be valued at the
subsidiary’s net asset value, which will be determined using the same pricing policies and procedures applicable to the
Fund.
Investments for which market prices
are not “readily available,” such as during a foreign market holiday, or are not deemed to reflect current market
values, or are investments where no evaluated price is available from the Trust’s third-party pricing agents pursuant to
established methodologies, are fair valued in accordance with the Trust’s valuation policies and procedures approved by
the Board of Trustees. Some of the more common reasons that may necessitate that an investment be valued using “fair value”
pricing may include, but are not limited to: the investment’s trading has been halted or suspended; the investment’s
primary trading market is temporarily closed; or the investment has not been traded for an extended period of time. The Fund may
fair value certain of the foreign investments held by the Fund each day the Fund calculates its NAV.
In addition, the Fund may fair value
its securities if an event that may materially affect the value of the Fund’s securities that trade outside of the United
States (a “Significant Event”) has occurred between the time of the security’s last close and the time that
the Fund calculates its NAV. A Significant Event may relate to a single issuer or to an entire market sector, country or region.
Events that may be Significant Events may include: government actions, natural disasters, armed conflict, acts of terrorism and
significant market fluctuations.
If Krane becomes aware of a Significant
Event that has occurred with respect to a portfolio instrument or group of portfolio instruments after the closing of the exchange
or market on which the portfolio instrument or portfolio instruments principally trade, but before the time at which the Fund
calculates its NAV, it will notify the Administrator and may request that an ad hoc meeting of the Fair Valuation Committee be
called.
With respect to trade-halted securities,
the Trust typically will fair value a trade-halted security by adjusting the security’s last market close price by the security’s
sector performance, as measured by a predetermined index, unless Krane recommends and the Trust’s Fair Valuation Committee
determines to make additional adjustments. Certain foreign securities exchanges have mechanisms in place that confine one day’s
price movement in an individual security to a pre-determined price range based on that day’s opening price (“Collared
Securities”). Fair value determinations for Collared Securities will generally be capped based on any applicable pre-determined
“limit down” or “limit up” prices established by the relevant foreign securities exchange. As an example,
China A-Shares can only be plus or minus ten percent in one day of trading in the relevant mainland China equity market. As a result,
the fair value price determination on a given day will generally be capped plus or minus ten percent.
Fair value pricing involves subjective
judgments and it is possible that a fair value determination for a security is materially different than the value that could
actually be realized upon the sale of the security or that another fund that uses market quotations or its own fair value procedures
to price the same securities. In addition, fair value pricing could result in a difference between the prices used to calculate
the Fund’s NAV and the prices used by the Underlying Index. This may adversely affect the Fund’s ability to track
the Underlying Index.
Trading in securities on many foreign
exchanges is normally completed before the close of business on each Business Day. In addition, securities trading in a particular
country or countries may not take place on each Business Day or may take place on days that are not Business Days. Changes in
valuations on certain securities may occur at times or on days on which the Fund’s NAV is not calculated and on which Fund
shares do not trade and sales and redemptions of shares do not occur. As a result, the value of the Fund’s portfolio securities
and the net asset value of its shares may change on days when you will not be able to purchase or sell your shares.
Fund shares are purchased or sold on
a national securities exchange at market prices, which may be higher or lower than NAV. No secondary sales will be made to brokers
or dealers at a concession by the Distributor or by the Fund. Purchases and sales of shares in the secondary market, which will
not involve the Fund, will be subject to customary brokerage commissions and charges. Transactions in Fund shares will be priced
at NAV only if you purchase or redeem shares directly from the Fund in Creation Units.
DIVIDENDS AND DISTRIBUTIONS
The Fund intends to pay out dividends,
if any, at least annually. The Fund also distributes its net realized capital gains, if any, to investors annually. The Fund may
make distributions on a more frequent basis. The Fund may occasionally be required to make supplemental distributions at some other
time during the year. Distributions in cash may be reinvested automatically in additional whole shares only if the broker through
whom you purchased shares makes such option available. Your broker is responsible for distributing the income and capital gain
distributions to you.
The Trust reserves the right to declare
special distributions if, in its reasonable discretion, such action is necessary or advisable.
OTHER INFORMATION
Portfolio Holdings
The Board has approved portfolio holdings
disclosure policies and procedures that govern the timing and circumstances of disclosure to shareholders and third parties of
the Fund’s portfolio holdings and the use of material non-public information about the Fund’s holdings. These policies
and procedures, as described below, are designed to ensure that disclosure of portfolio holdings is in the best interests of Fund
shareholders, and address conflicts of interest between the interests of Fund shareholders and those of Krane, a sub-adviser,
the Distributor, or any affiliated person of the Fund, Krane, a sub-adviser or the Distributor. The policies and procedures apply
to all officers, employees, and agents of the Fund, including Krane and a sub-adviser.
The Fund discloses on its website at
the start of each Business Day the identities and quantities of the securities and other assets held by the Fund that will form
the basis of the Fund’s calculation of its NAV on that Business Day. The portfolio holdings so disclosed will be based on
information as of the close of business on the prior Business Day. This information is generally used in connection with the creation
and redemption process and is disseminated on a daily basis through the facilities of the Exchange, 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, 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 the Fund in the secondary market.
Daily access to non-public information
concerning the Fund’s portfolio holdings also is permitted (i) to certain personnel of those service providers that are
involved in portfolio management and providing administrative, operational, risk management, or other support to portfolio management,
including affiliated broker-dealers and/or Authorized Participants, and (ii) to other personnel of Krane and other service providers,
such as a sub-adviser, the administrator, the custodian and the fund accountant, who deal directly with, or assist in, functions
related to investment management, administration, custody and fund accounting, as may be necessary to conduct business in the
ordinary course in a manner consistent with agreements with the Fund and/or the terms of the Fund’s current registration
statement.
From time to time, non-public information
concerning Fund portfolio holdings also may be provided to other entities that provide services to the Fund, including, among
others, rating or ranking organizations, in the ordinary course of business, no earlier than one business day following the date
of the information. Portfolio holdings information made available in connection with the creation and redemption process may be
provided to other entities that provide services to the Fund in the ordinary course of business after it has been disseminated
to the NSCC.
The Fund’s chief compliance officer,
or a compliance manager designated by the chief compliance officer, also may grant exceptions to permit additional disclosure
of Fund portfolio holdings information at differing times and with different lag times (the period from the date of the information
to the date the information is made available), if any, in instances where the Fund has legitimate business purposes for doing
so, it is in the best interests of shareholders, and the recipients are subject to a duty of confidentiality, including a duty
not to trade on the nonpublic information and are required to execute an agreement to that effect. The Board will be informed
of any such disclosures at its next regularly scheduled meeting or as soon as is reasonably practicable thereafter. In no event
will the Fund, Krane, a sub-adviser, or any other party receive any direct or indirect compensation in connection with the disclosure
of information about the Fund’s portfolio holdings.
The Board exercises continuing oversight
of the disclosure of the Fund’s portfolio holdings by (1) overseeing the implementation and enforcement of the Trust’s
the portfolio holdings policies and procedures by the Fund’s chief compliance officer and the Fund, (2) considering reports
and recommendations by the chief compliance officer concerning any material compliance matters (as defined in Rule 38a-1 under
the 1940 Act and Rule 206(4)-7 under the Advisers Act) that may arise in connection with any portfolio holdings policies and procedures,
and (3) considering whether to approve or ratify any amendment to any of the portfolio holdings policies and procedures. The Board
and the Fund reserve the right to amend the policies and procedures in their sole discretion at any time and from time to time
without prior notice to shareholders. For purposes of the policies and procedures, the term “portfolio holdings” means
investment positions held by the Fund that are not publicly disclosed.
In addition to the permitted disclosures
described above, the Fund must publicly disclose its complete holdings quarterly in SEC filings. These reports are available,
free of charge, on the EDGAR database on the SEC’s web site at www.sec.gov.
No person is authorized to disclose the Fund’s portfolio
holdings or other investment positions except in accordance with the Trust’s policies and procedures.
Voting Rights
Each share of the Fund is entitled
to one vote with respect to matters upon which a shareholder vote is required consistent with the requirements of the 1940 Act
and the rules promulgated thereunder. Shareholders receive one vote for every full Fund share owned. Shareholders of each fund
will vote separately on matters relating solely to that fund. All shares of the Fund are freely transferable.
As a Delaware statutory trust, the
Trust is not required to hold annual shareholder meetings unless otherwise required by the 1940 Act. However, for the purpose
of considering removal of a Trustee as provided in Section 16(c) of the 1940 Act, a special meeting may be called by shareholders
owning at least 10% of the outstanding shares of the Trust. Shareholder inquiries can be made by contacting the Trust at the number
and website address provided under “Shareholder Inquiries” below.
Shareholder Inquiries
Shareholders may visit the Trust’s
web site at www.kraneshares.com or call 1.855.857.2638 or call to obtain information about account statements, procedures, and
other related information.
COUNSEL
K&L Gates LLP, 1601 K Street NW, Washington,
DC 20006, serves as counsel to the Trust.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
KPMG LLP, 1601 Market Street, Philadelphia,
Pennsylvania 19103, the Trust’s independent registered public accounting firm, provides audit and tax services with respect
to filings with the SEC.
FINANCIAL STATEMENTS
Once available, the Fund’s financial
statements will be incorporated by reference into this SAI.
APPENDIX B – DESCRIPTION
OF SECURITIES RATINGS
Corporate and Municipal Long-Term
Bond Ratings
China Lianhe Credit Ratings
AAA: Strong ability to
repay debt. Not adversely affected by the economic environment. The risk of default is very low.
AA: Strong ability to repay
debt. Less adversely affected by the economic environment. The risk of default is very low.
A: Strong ability to repay
debt. More susceptible adversely affected by the economic environment. The risk of default is very low.
BBB: Adequate ability to
repay debt. Business is affected by unfavorable economic environment. Greater default risk in general.
BB: Weak ability to repay
debt. Business is affected by unfavorable economic environment. Greater default risk in general.
B: Businesses ability to
repay debt is largely dependent on favorable economic environment. There is a high risk of default.
CCC: Businesses ability
to repay debt is extremely dependent on favorable economic environment. There is a high risk of default.
CC: Businesses ability
to repay debt is extremely dependent on favorable economic environment. Business is at risk of bankruptcy or reorganization. Default
is likely.
C: Business cannot repay
the debt.
In addition to AAA and CCC grade
level (inclusive) level, every one credit rating available, "+", "-" symbol to fine tune, which means that
a slightly higher or slightly below this level.
China Chengxin (Asia Pacific)
Credit Ratings Company, Limited (“CCXAP”) long-term credit ratings:
AAAg: Capacity to meet
the commitment on short-term and long-term debts is extremely strong. Business is operated in a virtuous circle. The foreseeable
uncertainty on business operations is minimal.
AAg+, AAg, AAg: Capacity
to meet short-term and long-term financial commitment is very strong. Business is operated in a virtuous circle. Foreseeable uncertainty
in business operations is relatively low.
Ag+, Ag, Ag-: Capacity
to meet short-term and long-term commitment is strong. Business is operated in a virtuous circle. Business operation and development
may be affected by internal uncertain factors, which may create fluctuations on profitability and solvency of the issuer.
BBBg+, BBBg, BBBg-: Capacity
to meet financial commitment is considered adequate and capacity to meet short-term and long-term commitment is satisfactory. Business
is operated in a virtuous circle. Business is affected by internal and external uncertainties. Profitability and solvency may experience
significant fluctuation. Principal and interest may not be sufficiently protected by the terms of agreement.
BBg+, BBg, BBg-: Capacity
to meet short-term and long-term financial commitment is relatively weak. Financial commitment towards short-term and long-term
debts is below average. Status of business operation and development is not good. Solvency is unstable and subject to sustainable
risk.
Bg+, Bg, Bg-: Financial
commitment towards short-term and long-term debts is bad. Business is affected by internal and external uncertain factors. There
are difficulties in business operation. Solvency is uncertain and subject to high credit risk.
CCCg: Financial commitment
towards short-term and long-term debts is very bad. Business is affected by internal and external uncertain factors. There are
difficulties in business operation. Poor solvency with very high credit risk.
CCg: Financial commitment
towards short-term and long-term debts is extremely bad. Business operation is poor. There are very limited positive internal and
external factors to support business operation and development. Extremely high credit risk is found.
Cg: Financial commitment
towards short-term and long-term debts is insolvent. Business falls in vicious circle. Very limited positive internal and external
factors are found to support the business operation and development in positive cycle. Extremely high credit risk is seen and is
near default.
Dg: Unable to meet the
financial commitments. Default is confirmed.
Dagong Global Credit Rating Co.
(“Dagong”) Corporate and Financial Institution Issuer, Borrowing Companies, and Long-term Debt Facility Credit Ratings:
AAA- Highest Credit Quality:
“AAA” ratings denote the lowest expectation of default risk. It indicates that the issuer has exceptionally strong
capacity for payment of financial commitments. Although the debt protection factors may change, this capacity is highly unlikely
to be adversely affected by any foreseeable event. “AAA” is the highest issuer credit rating assigned by Dagong.
AA- Very High Credit Quality:
“AA” ratings denote expectations of very low default risk. It indicates that the issuer has very strong capacity for
payment of financial commitments. Although due to its relatively higher long-term risk, this capacity is not significantly vulnerable
to any foreseeable event.
A- High Credit Quality:
“A’ ratings denote expectations of relatively low default risk. The capacity for payment of financial commitments is
considered sufficient. However, this capacity may be more vulnerable than those of the higher ratings to adverse business or economic
conditions due to any foreseeable event.
BBB- Medium Credit Quality:
“BBB” ratings indicate that expectations of default risk are currently low and it has medium default risk. In normal
conditions, the capacity for payment of financial commitments is considered adequate, whereas under adverse business or economic
conditions risks of default are more likely to exist under this scale.
BB- Low Medium Credit Quality:
“BB” ratings indicate that the issuer faces major ongoing uncertainties and exposure to adverse business, financial,
or economic conditions, which could lead to the obligor’s inadequate capacity to meet its financial commitments.
B- Relatively Low Credit
Quality: “B” ratings indicate that expectations of default risk are relatively high but a limited margin of safety
remains. Adverse business, financial, or economic conditions will likely impair the obligor’s capacity or willingness to
meet its financial commitments. This is a lower scale than that of the “BB” rating and an obligor rated “B”
is more vulnerable to adverse developments than the obligors rated “BB”.
CCC- Low Credit Quality:
“CCC” ratings indicate very high default risk. The issuer is currently vulnerable, and is dependent upon favorable
business, financial, and economic conditions to meet its financial commitments. Some practical risks exist and this will impair
the obligor’s ability to meet its financial commitments.
CC- Very Low Credit Quality:
“CC” ratings indicate that the issuer is currently highly vulnerable and entities with this rating have a seriously
high risk of default.
C- Lowest Credit Quality:
“C” ratings indicate the highest default risk and the issuer is currently unable to meet its financial commitments
or may even be in the process of compulsory debt reconstruction, or a takeover by regulatory organizations or in bankruptcy liquidation.
China Bond Rating Co.
AAAR : Strong ability to repay
debt. Basically unaffected by adverse economic conditions, and the risk of default is extremely low.
AAR: Strong ability to repay
debt. Not affected by the economic environment. The risk of default is very low.
AR: Strong ability to repay
debt. More susceptible adversely affected by the economic environment. The risk of default is very low.
BBBR: Adequate ability to repay
debt. Business is affected by unfavorable economic environment. Greater default risk in general.
BBR: Weak ability to repay debt.
Business is affected by unfavorable economic environment. Greater default risk in general.
BR: Businesses ability to repay
debt is largely dependent on favorable economic environment. There is a high risk of default.
CCCR: Businesses ability to
repay debt is extremely dependent on favorable economic environment. There is a high risk of default.
CCR: Businesses ability to repay
debt is extremely dependent on favorable economic environment. Business is at risk of bankruptcy or reorganization. Default is
likely.
CR: Business cannot repay the
debt.
DR Default is confirmed.
In addition to AAA and CCC grade level
(inclusive) level, every one credit rating available, "+", "-" symbol to fine tune, which means that a slightly
higher or slightly below this level.
CSCI Pengyuan Credit Rating Co.
AAA: The ability to repay debt
is extremely strong. Not adversely affected by the economic environment. The risk of default is very low.
AA: The ability to repay debt
is strong. Less adversely affected by the economic environment. The risk of default is very low.
A: Strong ability to repay debt.
More susceptible adversely affected by the economic environment. The risk of default is very low.
BBB: Adequate ability to repay
debt. Business is affected by unfavorable economic environment. Greater default risk in general.
BB: Weak ability to repay debt.
Business is affected by unfavorable economic environment. Greater default risk in general.
B: Businesses ability to repay
debt is largely dependent on favorable economic environment. There is a extremely high risk of default.
CCC: Businesses ability to repay
debt is extremely dependent on favorable economic environment. There is a high risk of default.
CC: In the case of bankruptcy
or restructuring, there is less protection and there is basically no guarantee of repayment of debts..
C: Business cannot repay the
debt.
In addition to AAA and CCC grade level
(inclusive) level, every one credit rating available, "+", "-" symbol to fine tune, which means that a slightly
higher or slightly below this level.
Standard & Poor’s (“S&P”)
Long-Term Issue Credit Ratings:
The following descriptions of S&P’s
long-term corporate and municipal bond ratings have been published by Standard & Poor’s Financial Services LLC.
AAA - An obligation rated ‘AAA’
has the highest rating assigned by S&P Global Ratings. The obligor’s capacity to meet its financial commitment on the
obligation is extremely strong.
AA - An obligation rated
‘AA’ differs from the highest-rated obligations only to a small degree. The obligor’s capacity to meet its financial
commitment on the obligation is very strong.
A - An obligation rated
‘A’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than
obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitment on the
obligation is still strong.
BBB - An obligation rated ‘BBB’
exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken
the obligor’s capacity to meet its financial commitment on the obligation.
BB, B, CCC, CC, and C -
Obligations rated ‘BB’, ‘B’, ‘CCC’, ‘CC’, and ‘C’ are regarded as
having significant speculative characteristics. ‘BB’ indicates the least degree of speculation and
‘C’ the highest. While such obligations will likely have some quality and protective characteristics, these may
be outweighed by large uncertainties or major exposures to adverse conditions.
BB - An obligation rated
‘BB’ is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties
or exposure to adverse business, financial, or economic conditions which could lead to the obligor’s inadequate capacity
to meet its financial commitment on the obligation.
B - An obligation rated
‘B’ is more vulnerable to nonpayment than obligations rated ‘BB’, but the obligor currently has the capacity
to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the
obligor’s capacity or willingness to meet its financial commitment on the obligation.
CCC - An obligation rated
‘CCC’ is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions
for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions,
the obligor is not likely to have the capacity to meet its financial commitment on the obligation.
CC - An obligation rated ‘CC’
is currently highly vulnerable to nonpayment. The 'CC' rating is used when a default has not yet occurred but S&P Global Ratings
expects default to be a virtual certainty, regardless of the anticipated time to default.
C - An obligation rated ‘C’
is currently highly vulnerable to nonpayment, and the obligation is expected to have lower relative seniority or lower ultimate
recovery compared with obligations that are rated higher.
D - An obligation rated 'D'
is in default or in breach of an imputed promise. For non-hybrid capital instruments, the 'D' rating category is used when payments
on an obligation are not made on the date due, unless S&P Global Ratings believes that such payments will be made within five
business days in the absence of a stated grace period or within the earlier of the stated grace period or 30 calendar days. The
'D' rating also will be used upon the filing of a bankruptcy petition or the taking of similar action and where default on an
obligation is a virtual certainty, for example due to automatic stay provisions. A rating on an obligation is lowered to 'D' if
it is subject to a distressed exchange offer.
Plus (+) or Minus (-) -
The ratings from ‘AA’ to ‘CCC’ may be modified by the addition of a plus (+) or minus (-) sign to show
relative standing within the major rating categories.
NR - This indicates that
a rating has not been assigned or is no longer assigned.
Moody’s Investors Service, Inc.
(“Moody’s”) Global Long-Term Ratings:
The following descriptions
of Moody’s long-term corporate bond ratings have been published by Moody’s Investors Service, Inc. and Moody’s
Analytics Inc.
Aaa - Obligations rated
Aaa are judged to be of the highest quality, with minimal credit risk.
Aa - Obligations rated
Aa are judged to be of high quality and are subject to very low credit risk.
A - Obligations rated A
are considered upper-medium grade and are subject to low credit risk.
Baa - Obligations rated
Baa are subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative characteristics.
Ba - Obligations rated
Ba are judged to have speculative elements and are subject to substantial credit risk.
B - Obligations rated B
are considered speculative and are subject to high credit risk.
Caa - Obligations rated Caa
are judged to be of poor standing and are subject to very high credit risk.
Ca - Obligations rated
Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
C - Obligations rated C
are the lowest rated class of bonds and are typically in default, with little prospect for recovery of principal or interest.
Modifiers: Moody’s appends
numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa.
The modifier 1 indicates that
the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier
3 indicates a ranking in the lower end of that generic rating category.
Fitch Ratings Ltd. (“Fitch”)
Corporate Bond Ratings:
The following descriptions
of Fitch’s long-term corporate bond ratings have been published by Fitch, Inc. and Fitch Ratings Ltd.
AAA - Highest credit quality.
‘AAA’ ratings denote the lowest expectation of default risk. They are assigned only in cases of exceptionally
strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable
events.
AA - Very high credit quality.
‘AA’ ratings denote expectations of very low default risk. They indicate very strong capacity for payment of
financial commitments. This capacity is not significantly vulnerable to foreseeable events.
A - High credit quality. ‘A’
ratings denote expectations of low default risk. The capacity for payment of financial
commitments is considered strong. This
capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.
BBB - Good credit quality. ‘BBB’
ratings indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered
adequate, but adverse business or economic conditions are more likely to impair this capacity.
BB - Speculative. ‘BB’
ratings indicate an elevated vulnerability to credit risk, particularly in the event of adverse
changes in business or economic conditions
over time; however, business or financial flexibility exists that supports the servicing of financial commitments.
B - Highly speculative. ‘B’
ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently
being met; however, capacity for continued payment is vulnerable to deterioration in the business and economic environment.
CCC - Substantial credit risk.
‘CCC’ ratings indicate that default is a real possibility.
CC - Very high levels of credit
risk. ‘CC’ ratings indicate that default of some kind appears probable.
C - Exceptionally high levels
of credit risk. ‘C’ indicates that a default or default-like process has begun, or the issuer is in standstill,
or for a closed funding vehicle, payment capacity is irrevocably impaired. Conditions that are indicative of a ‘C’
category rating for an issuer include:
a. the issuer has entered
into a grace or cure period following non-payment of a material financial obligation;
b. the issuer has entered
into a temporary negotiated waiver or standstill agreement following a payment default on a material financial obligation;
c. the formal announcement
by the issuer or their agent of a distressed debt exchange;
d. a closed financing vehicle
where payment capacity is irrevocably impaired such that it is not expected to pay interest and/or principal in full during the
life of the transaction, but where no payment default is imminent.
D - Default. ‘D’
ratings indicate an issuer that in Fitch’s opinion has entered into bankruptcy filings, administration, receivership, liquidation
or other formal winding-up procedure or that has otherwise ceased business.
Default ratings are not assigned prospectively
to entities or their obligations; within this context, non-payment on an instrument that contains a deferral feature or grace
period will generally not be considered a default until after the expiration of the deferral or grace period, unless a default
is otherwise driven by bankruptcy or other similar circumstance, or by a distressed debt exchange.
Plus (+) or Minus (-) - The
modifiers “+” or “-” may be appended to a rating to denote relative status within major rating categories.
Such suffixes are not added to the ‘AAA’ obligation rating category, or to ratings below the ‘CCC’ category.
The terms “investment grade”
and “speculative grade” have established themselves over time as shorthand to describe the categories ‘AAA’
to ‘BBB’ (investment grade) and ‘BB’ to ‘D’ (speculative grade). The terms “investment
grade” and “speculative grade” are market conventions, and do not imply any recommendation or endorsement of
a specific security for investment purposes. “Investment grade” categories indicate relatively low to moderate credit
risk, while ratings in the “speculative” categories either signal a higher level of credit risk or that a default has
already occurred.
Fitch’s Municipal Bond Long-Term
Ratings:
The following descriptions
of Fitch’s long-term municipal bond ratings have been published by Fitch, Inc. and Fitch Ratings Ltd.
AAA - Highest credit quality.
‘AAA’ ratings denote the lowest expectation of default risk. They are assigned only in cases of exceptionally
strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable
events.
AA - Very high credit quality.
‘AA’ ratings denote expectations of very low default risk. They indicate very strong capacity for payment of
financial commitments. This capacity is not significantly vulnerable to foreseeable events.
A - High credit quality.
‘A’ ratings denote expectations of low default risk. The capacity for payment of financial
commitments is considered strong.
This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.
BBB - Good credit quality.
‘BBB’ ratings indicate that expectations of credit risk are currently low. The capacity for payment of financial
commitments is considered adequate but adverse business or economic conditions are more likely to impair this capacity.
BB - Speculative. ‘BB’
ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic
conditions over time.
B - Highly speculative.
‘B’ ratings indicate that material default risk is present, but a limited margin of safety remains. Financial
commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and
economic environment.
CCC - Substantial credit
risk. ‘CCC’ ratings indicate that default is a real possibility.
CC - Very high levels of
credit risk. ‘CC’ ratings indicate default of some kind appears probable.
C - Exceptionally high
levels of credit risk. ‘C’ ratings indicate default appears imminent or inevitable.
D - Default. ‘D’
ratings indicate a default. Default generally is defined as one of the following:
• failure to make payment
of principal and/or interest under the contractual terms of the rated obligation;
• the bankruptcy filings, administration,
receivership, liquidation or other winding-up or cessation of the business of an issuer/obligor; or
• the distressed exchange of an
obligation, where creditors were offered securities with diminished structural or economic terms compared with the existing obligation
to avoid a probable payment default.
Structured Finance Defaults
– “Imminent” default, categorized under ‘C’, typically refers to the occasion where a payment
default has been intimated by the issuer, and is all but inevitable. This may, for example, be where an issuer has missed a scheduled
payment, but (as is typical) has a grace period during which it may cure the payment default. Another alternative would be where
an issuer has formally announced a coercive debt exchange, but the date of the exchange still lies several days or weeks in the
immediate future.
Additionally, in structured finance
transactions, where analysis indicates that an instrument is irrevocably impaired such that it is not expected to pay interest
and/or principal in full in accordance with the terms of the obligation’s documentation during the life of the transaction,
but where no payment default in accordance with the terms of the documentation is imminent, the obligation will typically be rated
in the ‘C’ category.
Structured Finance Writedowns
- Where an instrument has experienced an involuntary and, in the agency’s opinion, irreversible “writedown”
of principal (i.e. other than through amortization, and resulting in a loss to the investor), a credit rating of ‘D’
will be assigned to the instrument. Where the agency believes the “writedown” may prove to be temporary (and the loss
may be “written up” again in future if and when performance improves), then a credit rating of ‘C’ will
typically be assigned. Should the “writedown” then later be reversed, the credit rating will be raised to an appropriate
level for that instrument. Should the “writedown” later be deemed as irreversible, the credit rating will be lowered
to ‘D’.
Notes: In the case of structured
and project finance, while the ratings do not address the loss severity given default of the rated liability, loss severity assumptions
on the underlying assets are nonetheless typically included as part of the analysis. Loss severity assumptions are used to derive
pool cash flows available to service the rated liability. In the case of public finance, the ratings also do not address the loss
given default of the rated liability, focusing instead on the vulnerability to default of the rated liability.
Plus (+) or Minus (-) - The
modifiers “+” or “-” may be appended to a rating to denote relative status within major rating categories.
Such suffixes are not added to the ‘AAA’ obligation rating category, or to ratings below the ‘CCC’ category.
Municipal Short-Term Bond Ratings
CCXAP short-term credit ratings:
Ag-1: Capacity to meet
short-term financial commitment is extremely strong with high level of safety.
Ag-2: Capacity to meet
short-term financial commitment is strong with high level of safety.
Ag-3: Capacity to meet
short-term financial commitment is average but the safety may be easily affected by adverse business, financial and economic conditions.
Bg: Capacity to meet short-term
financial commitment is weak with high probability of default.
Cg: Capacity to meet short-term
financial commitment is very weak and the probability of default is very high.
Dg: Unable to meet the
financial commitments. Default is confirmed.
S&P’s Municipal Short-Term
Note Ratings:
The following descriptions of S&P’s
short-term municipal ratings have been published by Standard & Poor’s Financial Services LLC.
SP-1 - Strong capacity
to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation.
SP-2 - Satisfactory capacity
to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.
SP-3 - Speculative capacity
to pay principal and interest.
D - 'D' is assigned upon
failure to pay the note when due, completion of a distressed exchange offer, or the filing of a bankruptcy petition or the taking
of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions.
Moody’s Global Short-Term Ratings:
The following descriptions
of Moody’s short-term municipal ratings have been published by Moody’s Investors Service, Inc. and Moody’s Analytics
Inc.
P-1 - Issuers (or supporting
institutions) rated Prime-1 have a superior ability to honor short-term debt obligations.
P-2 - Issuers (or supporting
institutions) rated Prime-2 have a strong ability to honor short-term debt obligations.
P-3 - Issuers (or supporting
institutions) rated Prime-3 have an acceptable ability to honor short-term obligations.
NP - Issuers (or supporting
institutions) rated Not Prime do not fall within any of the Prime rating categories.
Fitch’s Short-Term Ratings:
The following descriptions
of Fitch’s short-term ratings have been published by Fitch, Inc. and Fitch Ratings Ltd.
F1 - Highest short-term
credit quality. Indicates the strongest intrinsic capacity for timely payment of financial
commitments; may have an added
“+” to denote any exceptionally strong credit feature.
F2 - Good short-term credit
quality. Good intrinsic capacity for timely payment of financial commitments.
F3 - Fair short-term credit
quality. The intrinsic capacity for timely payment of financial commitments is adequate.
B - Speculative short-term
credit quality. Minimal capacity for timely payment of financial commitments, plus
heightened vulnerability to near
term adverse changes in financial and economic conditions.
C - High short-term default
risk. Default is a real possibility.
RD - Restricted default. Indicates
an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations.
Typically applicable to entity ratings only.
D - Default. Indicates a broad-based
default event for an entity, or the default of a specific short-term obligation. The modifiers “+” or “-”
may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the ‘AAA’
Long-term rating category, to categories below ‘CCC’, or to Short-term ratings other than ‘F1’.
Commercial Paper Ratings
S&P’s Short-Term Issuer Credit
Ratings:
The following descriptions of S&P’s
commercial paper ratings have been published by Standard & Poor’s Financial Service LLC.
A-1 - An obligor rated ‘A-1’
has strong capacity to meet its financial commitments. It is rated in the highest category by S&P Global Ratings. Within this
category, certain obligors are designated with a plus sign (+). This indicates that the obligor’s capacity to meet its financial
commitment on these obligations is extremely strong.
A-2 - An obligor rated 'A-2'
has satisfactory capacity to meet its financial commitments. However, it is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than obligors in the highest rating category.
A-3 - An obligor rated 'A-3'
has adequate capacity to meet its financial obligations. However, adverse economic conditions or changing circumstances are more
likely to weaken the obligor's capacity to meet its financial commitments.
B - An obligor rated 'B' is
regarded as vulnerable and has significant speculative characteristics. The obligor currently has the capacity to meet its financial
commitments; however, it faces major ongoing uncertainties that could lead to the obligor's inadequate capacity to meet its financial
commitments.
C - A short-term obligation
rated 'C' is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for
the obligor to meet its financial commitments on the obligation.
D - A short-term obligation
rated 'D' is in default or in breach of an imputed promise. For non-hybrid capital instruments, the 'D' rating category is used
when payments on an obligation are not made on the date due, unless S&P Global Ratings believes that such payments will be
made within any stated grace period. However, any stated grace period longer than five business days will be treated as five business
days. The 'D' rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action and where default
on an obligation is a virtual certainty, for example due to automatic stay provisions. A rating on an obligation is lowered to
'D' if it is subject to a distressed exchange offer.
Dual Ratings – S&P
may assign “dual” ratings to debt issues that have a put option or demand feature as part of their structure. The
first component of the rating addresses the likelihood of repayment of principal and interest as due, and the second component
of the rating addresses only the demand feature. The first component of the rating can relate to either a short-term or long-term
transaction and accordingly use either short-term or long-term rating symbols. The second component of the rating relates to the
put option and is assigned a short-term rating symbol (for example, 'AAA/A-1+' or 'A-1+/A-1'). With U.S. municipal short-term
demand debt, the U.S. municipal short-term note rating symbols are used for the first component of the rating (for example, 'SP-1+/A-1+').
Moody’s U.S. Municipal Short-Term
Ratings:
The following descriptions
of Moody’s commercial paper ratings have been published by Moody’s Investors Service, Inc. and Moody’s Analytics
Inc.
MIG 1 - This designation denotes
superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated
broad-based access to the market for refinancing.
MIG 2 - This designation denotes
strong credit quality. Margins of protection are ample, although not as large as in the preceding group.
MIG 3 - This designation denotes
acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be
less well-established.
SG - This designation denotes
speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.
Fitch’s Commercial Paper
Ratings:
The following descriptions
of Fitch’s commercial paper ratings have been published by Fitch, Inc. and Fitch Ratings Ltd.
F1 - Highest short-term credit
quality. Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added
“+” to denote any exceptionally strong credit feature.
F2 - Good short-term credit
quality. Good intrinsic capacity for timely payment of financial commitments.
F3 - Fair short-term credit
quality. The intrinsic capacity for timely payment of financial commitments is adequate.
B - Speculative short-term
credit quality. Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term
adverse changes in financial and economic conditions.
C - High short-term default
risk. Default is a real possibility.
RD - Restricted default. Indicates
an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations.
Typically applicable to entity ratings only.
D - Default. Indicates a broad-based
default event for an entity, or the default of a specific short-term obligation. The modifiers “+” or “-”
may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the ‘AAA’
Long-term rating category, to categories below ‘CCC’, or to Short-term ratings other than ‘F1’.