In the calendar year 2014, the dates of regular holidays affecting
the following securities markets present the worst case redemption cycle for a Fund as follows:
PROSPECTUS
| AUGUST 28, 2013
IndexIQ ETF Trust
IQ Mexico Small Cap ETF (MEXI)
IQ Asian Tigers
ETF (ROAR)
IQ Asian Tigers Consumer ETF (ABUY)
IQ Asian Tigers Small Cap ETF (MEOW)
IQ Asia Pacific ex-Japan Small Cap
ETF (APXJ)
IQ Australia Mid Cap ETF (MATE)
IQ Canada Mid Cap ETF (CNDM)
IQ Global Precious Metals Small Cap ETF (JEWL)
IQ
U.S. Real Estate Small Cap ETF (ROOF)
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Not FDIC Insured | May Lose Value | No Bank Guarantee
IndexIQ ETF Trust (the “Trust”) is a
registered investment company that consists of separate investment portfolios
called “Funds.” This Prospectus relates to the following Funds:
|
|
|
Name
|
CUSIP
|
Symbol
|
IQ Mexico Small Cap ETF
|
45409B 727
|
MEXI
|
IQ Asian Tigers ETF
|
45409B 719
|
ROAR
|
IQ Asian Tigers Consumer ETF
|
45409B 610
|
ABUY
|
IQ Asian Tigers Small Cap ETF
|
45409B 693
|
MEOW
|
IQ Asia Pacific ex-Japan Small Cap ETF
|
45409B 685
|
APXJ
|
IQ Australia Mid Cap ETF
|
45409B 677
|
MATE
|
IQ Canada Mid Cap ETF
|
45409B 669
|
CNDM
|
IQ Global Precious Metals Small Cap ETF
|
45409B 636
|
JEWL
|
IQ U.S. Real Estate Small Cap ETF
|
45409B 628
|
ROOF
|
Each Fund is an exchange-traded fund. This
means that shares of the Funds are listed on a national securities exchange,
such as the NYSE Arca, Inc., and trade at market prices. The market price for a
Fund’s shares may be different from its net asset value per share (the “NAV”).
Each Fund has its own CUSIP number and exchange trading symbol.
S
UMMARY
I
NFORMATION
IQ
MEXICO SMALL CAP ETF
I
NVESTMENT
O
BJECTIVE
The Fund seeks investment results that correspond
(before fees and expenses) generally to the price and yield performance of its
underlying index, the IQ Mexico Small Cap Index (the “Underlying Index”).
F
EES AND
E
XPENSES OF THE
F
UND
This table describes the fees and expenses that
you may pay if you buy and hold shares of the Fund (“Shares”). Investors
purchasing Shares on a national securities exchange, national securities
association or over-the-counter trading system where Shares may trade from time
to time (each, a “Secondary Market”) may be subject to customary brokerage
commissions charged by their broker that are not reflected in the table set
forth below.
Shareholder Fees (fees paid directly from your
investment):
No shareholder fees are levied by the Fund for
purchases and sales made on the Secondary Market.
Annual Fund Operating Expenses (expenses that
you pay each year as a percentage of the value of your investment):
|
|
Management Fee
|
0.69%
|
Distribution and/or Service (12b-1) Fees
|
0.00%
|
Other Expenses
(a)
|
0.00%
|
Total Annual Fund Operating Expenses
|
0.69%
|
|
|
(a)
|
The Fund has not yet commenced operations and Other
Expenses are based on estimated amounts for the current fiscal year.
|
Example.
This example is intended to help
you compare the cost of investing in the Fund with the cost of investing in
other funds. This example does not take into account brokerage commissions that
you pay when purchasing or selling Shares of the Fund.
The example assumes that you invest $10,000 in
the Fund for the time periods indicated and then redeem all of your Shares at
the end of those periods. The example also assumes that your investment has a 5%
return each year and that the Fund’s operating expenses remain at current
levels. The return of 5% and estimated expenses are for illustration purposes
only, and should not be considered indicators of expected Fund expenses or
performance, which may be greater or less than the estimates. Although your actual
costs may be higher or lower, based on these assumptions your costs would
be:
P
ORTFOLIO
T
URNOVER
The Fund pays transaction costs, such as
commissions, when it buys and sells securities (or “turns over” its portfolio).
A higher portfolio turnover rate may indicate higher transaction costs and may
result in higher taxes when Shares are held in a taxable account. These costs,
which are not reflected in annual Fund operating expenses or in the example,
affect the Fund’s performance. As of the date of this Prospectus, the Fund had
not yet commenced operations.
P
RINCIPAL
I
NVESTMENT
S
TRATEGIES
The Fund employs a “passive management” – or
indexing – investment approach designed to track the performance of the
Underlying Index, which was developed by Financial Development Holdco LLC
(“IndexIQ”), the parent company of IndexIQ Advisors LLC, the Fund’s investment
advisor (the “Advisor”). The Underlying Index is a rules based, modified
capitalization weighted, float adjusted index intended to give investors a means
of tracking the overall performance of the small capitalization sector of
publicly traded companies domiciled and primarily listed on an exchange in
Mexico.
The components of the Underlying Index (the
“Underlying Index Components”) that are eligible for inclusion in the Underlying
Index include the following characteristics, measured as of each quarterly
rebalance date:
-
Issuer domiciled in Mexico;
-
Primary stock exchange listing in Mexico;
-
Minimum average market capitalization of $150 million for the
prior 90 days and as of the quarterly rebalance date;
-
Minimum average daily trading volume of at least $1 million
for the prior 90 days; and
-
Minimum monthly volume of 250,000 shares each month over the
prior six months.
Securities of issuers with recent stock exchange
listings (
i.e.
, recent initial public offerings) may be added to the
Underlying Index on a quarterly basis, provided that the companies meet all
eligibility criteria and have been trading for more than ten trading days.
Existing Underlying Index Components whose average market capitalization falls
below $100 million or increases above the level 65% higher than the Market Cap
Ceiling for the 90 days prior to any rebalancing date will no longer be eligible
for inclusion.
The Underlying Index Components are selected
quarterly in connection with the reconstitution of the Underlying Index. Their
respective weights are rebalanced quarterly in connection with the rebalance of
the Underlying Index.
As of June 30, 2013, the United States (“U.S.”) dollar-denominated market capitalizations
of the Underlying Index Components ranged from approximately $155 million to approximately $3.7 billion.
The
Fund invests, under normal circumstances, at least 80% of its net assets
(excluding collateral held from securities lending), plus the amount of any
borrowings for investment purposes, in the investments included in its
Underlying Index. For additional information about the Fund’s principal
investment strategies, see “Additional Description of the Principal Strategies
of the Funds.”
P
RINCIPAL
R
ISKS
Investors in the Fund should be willing to accept
a high degree of volatility in the price of the Fund’s Shares and the
possibility of significant losses. An investment in the Fund involves a
substantial degree of risk and the Fund does not represent a complete investment
program. Therefore, you should consider carefully the following risks before
investing in the Fund. A more complete discussion of Principal Risks is included
under “Additional Description of the Principal Risks of the Funds.”
Index Risk
The performance of the Underlying Index and the
Fund may deviate from that of the sector the Underlying Index seeks to track due
to changes that are reflected in the sector more quickly than the quarterly
rebalancing process can track.
Tracking Error Risk
Although the Fund attempts to track the
performance of its Underlying Index, the Fund may not be able to duplicate its
exact composition or return for any number of reasons.
Foreign Securities Risk
The Fund invests in the securities of non-U.S.
issuers, which securities involve risks beyond those associated with investments
in U.S. securities.
Risks of Investing in Mexico
Security Risk
. Mexico has experienced
security issues at times, which could have an adverse impact on the Mexican
economy.
Structural Risks.
The Mexican economy is
subject to considerable levels of economic, political and social instability,
and historically has experienced significant currency volatility.
Trading Partners Risk.
The Mexican economy
is heavily dependent upon trading with its key partners. Any reduction in this
trading may cause an adverse impact on the economy in which the Fund
invests.
Small Capitalization Companies Risk
The Fund invests in the securities of small
capitalization companies, the value of which may be more volatile than those of
larger companies.
Foreign Securities Valuation Risk
To the extent the Fund calculates its NAV based
on fair value prices and the value of the Underlying Index is based on the
securities’ closing price on Mexican markets (
i.e.
, the value of the
Underlying Index is not based on fair value prices), the valuation of the Fund’s
NAV may deviate from the calculation of the Underlying Index.
Currency Risk
The Fund will invest in securities denominated in
Mexican pesos and much of the income received by the Fund will be in Mexican
pesos, but the Underlying Index and the Fund’s NAV will be calculated in U.S.
dollars. Furthermore the Fund may convert cash in U.S. dollars to Mexican pesos
to purchase securities. Both the Fund’s ability to track the Underlying Index
and Fund returns in general may be adversely impacted by changes in currency
exchange rates.
Risk of Investing in Depositary
Receipts
The Fund may invest in depositary receipts,
including certain unsponsored depositary receipts. Both sponsored and
unsponsored depositary receipts involve risk not experienced when investing
directly in the equity securities of an issuer.
Custody Risk
The Fund invests in securities markets that are
less developed than those in the U.S., which may expose the Fund to risks in the
process of clearing and settling trades and the holding of securities by local
banks, agents and depositories. The less developed a country’s securities market
is, the greater the likelihood of custody problems.
Market Risk
The market price of investments owned by the Fund
may go up or down, sometimes rapidly or unpredictably.
Replication Management Risk
Unlike many investment companies, the Fund is not
“actively” managed. Therefore, it would not necessarily sell a security because
the security’s issuer was in financial trouble unless that security is removed
from the Underlying Index.
Non-Diversified Risk
The Fund is classified as a “non-diversified”
investment company under the Investment Company Act of 1940 (the “1940 Act”) and
is subject to the risk that it will be more volatile than a diversified fund because the Fund may invest
its assets in a smaller number of issuers or may invest larger proportions of
its assets in a single industry within the industries that comprise the
Underlying Index.
Concentration Risk
To the extent that the Fund’s investments are
concentrated in a particular country, market, industry or asset class, the Fund
will be susceptible to loss due to adverse occurrences affecting that country,
market, industry or asset class.
New Fund Risk
The Fund is a new fund. As a new fund, there can
be no assurance that it will grow to or maintain an economically viable size, in
which case it may experience greater tracking error to its Underlying Index than
it otherwise would at higher asset levels or it could ultimately liquidate.
Trading Price Risk
Although it is expected that generally the market
price of the Shares will approximate the Fund’s NAV, there may be times when the
market price in the Secondary Market and the NAV vary significantly.
Management Risk
The strategy used by the Advisor to match the
performance of the Underlying Index may fail to produce the intended
results.
P
ERFORMANCE
I
NFORMATION
As of the date of this Prospectus, the Fund has
not yet commenced operations and therefore does not report its performance
information.
I
NVESTMENT
A
DVISOR
IndexIQ Advisors LLC (the “Advisor”) is the
investment advisor to the Fund.
P
ORTFOLIO
M
ANAGER
The portfolio managers who are currently responsible
for the day-to-day management of the Fund’s portfolio are Paul (Teddy) Fusaro and Greg Barrato. Mr. Fusaro and Mr. Barrato
will each serve as a portfolio manager of the Fund upon their inception.
P
URCHASE AND
S
ALE OF
F
UND
S
HARES
Unlike conventional mutual funds, the Fund issues
and redeems Shares on a continuous basis, at net asset value (“NAV”), only in
blocks of 50,000 Shares or whole multiples thereof (“Creation Units”). The
Fund’s Creation Units are issued and redeemed principally in-kind for securities
included in the Fund. Retail investors may acquire Shares on NYSE Arca, Inc.
through a broker-dealer.
Shares of the Fund will trade at market price
rather than NAV. As such, Shares may trade at a price greater than NAV (premium)
or less than NAV (discount).
T
AX
I
NFORMATION
The Fund’s distributions are taxable and will
generally be taxed as ordinary income or capital gains.
F
INANCIAL
I
NTERMEDIARY
C
OMPENSATION
If you purchase the Fund through a broker-dealer
or other financial intermediary (such as a bank), the Advisor may pay the
intermediary for the sale of Fund Shares and related services. These payments
may create a conflict of interest by influencing the broker-dealer or other
intermediary and your salesperson to recommend the Fund over another investment.
Ask your salesperson or visit your financial intermediary’s website for more
information.
S
UMMARY
I
NFORMATION
IQ
ASIAN TIGERS ETF
I
NVESTMENT
O
BJECTIVE
The Fund seeks investment results that correspond
(before fees and expenses) generally to the price and yield performance of its
underlying index, the IQ Asian Tigers Index (the “Underlying Index”).
F
EES AND
E
XPENSES OF THE
F
UND
This table describes the fees and expenses that
you may pay if you buy and hold shares of the Fund (“Shares”). Investors
purchasing Shares on a national securities exchange, national securities
association or over-the-counter trading system where Shares may trade from time
to time (each, a “Secondary Market”) may be subject to customary brokerage
commissions charged by their broker that are not reflected in the table set
forth below.
Shareholder Fees (fees paid directly from your
investment):
No shareholder fees are levied by the Fund for
purchases and sales made on the Secondary Market.
Annual Fund Operating Expenses (expenses that
you pay each year as a percentage of the value of your investment):
|
|
Management Fee
|
0.79%
|
Distribution and/or Service (12b-1) Fees
|
0.00%
|
Other Expenses
(a)
|
0.00%
|
Total Annual Fund Operating Expenses
|
0.79%
|
(a)
|
The Fund has not yet commenced operations and Other
Expenses are based on estimated amounts for the current fiscal year.
|
Example.
This example is intended to help
you compare the cost of investing in the Fund with the cost of investing in
other funds. This example does not take into account brokerage commissions that
you pay when purchasing or selling Shares of the Fund.
The example assumes that you invest $10,000 in
the Fund for the time periods indicated and then redeem all of your Shares at
the end of those periods. The example also assumes that your investment has a 5%
return each year and that the Fund’s operating expenses remain at current
levels. The return of 5% and estimated expenses are for illustration purposes
only, and should not be considered indicators of expected Fund expenses or
performance, which may be greater or less than the estimates. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:
P
ORTFOLIO
T
URNOVER
The Fund pays transaction costs, such as
commissions, when it buys and sells securities (or “turns over” its portfolio).
A higher portfolio turnover rate may indicate higher transaction costs and may
result in higher taxes when Shares are held in a taxable account. These costs,
which are not reflected in annual Fund operating expenses or in the example,
affect the Fund’s performance. As of the date of this Prospectus, the Fund had
not yet commenced operations.
P
RINCIPAL
I
NVESTMENT
S
TRATEGIES
The Fund employs a “passive management” – or
indexing – investment approach designed to track the performance of the
Underlying Index, which was developed by Financial Development Holdco LLC
(“IndexIQ”), the parent company of IndexIQ Advisors LLC, the Fund’s investment
advisor (the “Advisor”). The Underlying Index is a rules based, modified
capitalization weighted, float adjusted index intended to give investors a means
of tracking the overall performance of publicly traded companies domiciled and
primarily listed on an exchange in most or all of the following markets: Hong
Kong, Indonesia, Malaysia, Philippines, Singapore, South Korea, Taiwan,
Thailand, and Vietnam (collectively, the “Asian Tiger Markets”).
The components of the Underlying Index (the
“Underlying Index Components”) that are eligible for inclusion in the Underlying
Index include the following characteristics, measured as of each quarterly
rebalance date:
-
Issuer domiciled in the Asian Tiger Markets;
-
Primary stock exchange listing in the Asian Tiger
Markets;
-
Minimum average market capitalization of $500 million for the
prior 90 days and as of the quarterly rebalance date;
-
Minimum average daily trading volume of at least $1 million
for the prior 90 days; and
-
Minimum monthly volume of 250,000 shares each month over the
prior six months.
Securities of issuers with recent stock exchange
listings (
i.e.
, recent initial public offerings) may be added to the
Underlying Index on a quarterly basis, provided that the companies meet all
eligibility criteria and have been trading for more than ten trading days.
Existing Underlying
Index Components whose average market capitalization falls below the top 90% ranking of companies in the Asian Tiger Markets for the 90 days prior to any rebalancing date will no longer be eligible for inclusion.
The Underlying Index Components are selected
quarterly in connection with the reconstitution of the Underlying Index. Their
respective weights are rebalanced quarterly in connection with the rebalance of
the Underlying Index.
As of June 30, 2013, the United States (“U.S.”) dollar-denominated market capitalizations
of the Underlying Index Components ranged from approximately $3.0 billion to approximately $173.0 billion.
The
Fund invests, under normal circumstances, at least 80% of its net assets
(excluding collateral held from securities lending), plus the amount of any
borrowings for investment purposes, in the investments included in its
Underlying Index. For additional information about the Fund’s principal
investment strategies, see “Additional Description of the Principal Strategies
of the Funds.”
P
RINCIPAL
R
ISKS
Investors in the Fund should be willing to accept
a high degree of volatility in the price of the Fund’s Shares and the
possibility of significant losses. An investment in the Fund involves a
substantial degree of risk and the Fund does not represent a complete investment
program. Therefore, you should consider carefully the following risks before
investing in the Fund. A more complete discussion of Principal Risks is included
under “Additional Description of the Principal Risks of the Funds.”
Index Risk
The performance of the Underlying Index and the
Fund may deviate from that of the sector the Underlying Index seeks to track due
to changes that are reflected in the sector more quickly than the quarterly
rebalancing process can track.
Tracking Error Risk
Although the Fund attempts to track the
performance of its Underlying Index, the Fund may not be able to duplicate its
exact composition or return for any number of reasons.
Foreign Securities Risk
The Fund invests in the securities of non-U.S.
issuers, which securities involve risks beyond those associated with investments
in U.S. securities.
Emerging Markets Risk
The Fund is expected to invest in securities in
most or all of the following emerging market countries: Indonesia, Malaysia,
Philippines, South Korea, Taiwan, Thailand, and Vietnam. The Fund’s investment
in an emerging market country may be subject to a greater risk of loss than
investments in developed markets.
Country Risk
The Fund’s investment in an Asian Tiger Market
country subjects the Fund to the risks specific to investing in Indonesia,
Malaysia, the Philippines, South Korea, Taiwan, Thailand, or Vietnam, as
applicable.
Foreign Securities Valuation Risk
To the extent the Fund calculates its NAV based
on fair value prices and the value of the Underlying Index is based on the
securities’ closing price on Asian Tiger Markets (
i.e.
, the value of the
Underlying Index is not based on fair value prices), the valuation of the Fund’s
NAV may deviate from the calculation of the Underlying Index.
Currency Risk
The Fund will invest in securities denominated in
the currencies of the countries in the Asian Tiger Markets and much of the
income received by the Fund will be in the currencies of the countries in the
Asian Tiger Markets, but the Underlying Index and the Fund’s NAV will be
calculated in U.S. dollars. Furthermore the Fund may convert cash in U.S.
dollars to the currencies of the countries in the Asian Tiger Markets to
purchase securities. Both the Fund’s ability to track the Underlying Index and
Fund returns in general may be adversely impacted by changes in currency
exchange rates.
Risk of Investing in Depositary
Receipts
The Fund may invest in depositary receipts,
including certain unsponsored depositary receipts. Both sponsored and
unsponsored depositary receipts involve risk not experienced when investing
directly in the equity securities of an issuer.
Custody Risk
The Fund invests in securities markets that are
less developed than those in the U.S., which may expose the Fund to risks in the
process of clearing and settling trades and the holding of securities by local
banks, agents and depositories. The less developed a country’s securities market
is, the greater the likelihood of custody problems.
Risk of Cash Transactions
Unlike most exchange-traded funds (“ETFs”), the
Fund currently intends to effect all creations and redemptions in a significant
proportion for cash, rather than in-kind securities, thereby potentially
subjecting shareholders to tax on gains they would not otherwise be subject to,
or at an earlier date than, if they had made an investment in a different ETF.
Additionally, the purchase or sale of foreign securities upon a creation or to
facilitate a redemption, as applicable, may have to be carried out over several
days if the securities market is relatively illiquid and may involve
considerable brokerage fees and taxes.
Market Risk
The market price of investments owned by the Fund
may go up or down, sometimes rapidly or unpredictably.
Replication Management Risk
Unlike many investment companies, the Fund is not
“actively” managed. Therefore, it would not necessarily sell a security because
the security’s issuer was in financial trouble unless that security is removed
from the Underlying Index.
Non-Diversified Risk
The Fund is classified as a “non-diversified”
investment company under the Investment Company Act of 1940 (the “1940 Act”) and
is subject to the risk that it will be more volatile than a diversified fund
because the Fund may invest its assets in a smaller number of issuers or may
invest larger proportions of its assets in a single industry within the
industries that comprise the Underlying Index.
Concentration Risk
To the extent that the Fund’s investments are
concentrated in a particular country, market, industry or asset class, the Fund
will be susceptible to loss due to adverse occurrences affecting that country,
market, industry or asset class.
New Fund Risk
The Fund is a new fund. As a new fund, there can
be no assurance that it will grow to or maintain an economically viable size, in
which case it may experience greater tracking error to its Underlying Index than
it otherwise would at higher asset levels or it could ultimately liquidate.
Trading Price Risk
Although it is expected that generally the market
price of the Shares will approximate the Fund’s NAV, there may be times when the
market price in the Secondary Market and the NAV vary significantly.
Management Risk
The strategy used by the Advisor to match the
performance of the Underlying Index may fail to produce the intended
results.
P
ERFORMANCE
I
NFORMATION
As of the date of this Prospectus, the Fund has
not yet commenced operations and therefore does not report its performance
information.
I
NVESTMENT
A
DVISOR
IndexIQ Advisors LLC (the “Advisor”) is the
investment advisor to the Fund.
P
ORTFOLIO
M
ANAGER
The portfolio managers who are currently responsible for the day-to-day management of the Fund’s
portfolio are Paul (Teddy) Fusaro and Greg Barrato. Mr. Fusaro and Mr. Barrato will each serve as a portfolio manager of the
Fund upon their inception.
P
URCHASE AND
S
ALE OF
F
UND
S
HARES
Unlike conventional mutual funds, the Fund issues
and redeems Shares on a continuous basis, at net asset value (“NAV”), only in
blocks of 50,000 Shares or whole multiples thereof (“Creation Units”). The
Fund’s Creation Units are issued and redeemed in return for a basket of assets
that the Fund specifies each day, which is anticipated to include both cash and
securities received or distributed in-kind. Retail investors may acquire Shares
on NYSE Arca, Inc. through a broker-dealer. Shares of the Fund will trade at
market price rather than NAV. As such, Shares may trade at a price greater than
NAV (premium) or less than NAV (discount).
T
AX
I
NFORMATION
The Fund’s distributions are taxable and will
generally be taxed as ordinary income or capital gains.
F
INANCIAL
I
NTERMEDIARY
C
OMPENSATION
If you purchase the Fund through a broker-dealer
or other financial intermediary (such as a bank), the Advisor may pay the
intermediary for the sale of Fund Shares and related services. These payments
may create a conflict of interest by influencing the broker-dealer or other
intermediary and your salesperson to recommend the Fund over another investment.
Ask your salesperson or visit your financial intermediary’s website for more
information.
S
UMMARY
I
NFORMATION
IQ ASIAN TIGERS CONSUMER ETF
I
NVESTMENT
O
BJECTIVE
The Fund seeks investment results that correspond
(before fees and expenses) generally to the price and yield performance of its
underlying index, the IQ Asian Tigers Consumer Index (the “Underlying
Index”).
F
EES AND
E
XPENSES OF THE
F
UND
This table describes the fees and expenses that
you may pay if you buy and hold shares of the Fund (“Shares”). Investors
purchasing Shares on a national securities exchange, national securities
association or over-the-counter trading system where Shares may trade from time
to time (each, a “Secondary Market”) may be subject to customary brokerage
commissions charged by their broker that are not reflected in the table set
forth below.
Shareholder Fees (fees paid directly from your
investment):
No shareholder fees are levied by the Fund for
purchases and sales made on the Secondary Market.
Annual Fund Operating Expenses (expenses that
you pay each year as a percentage of the value of your investment):
|
|
Management Fee
|
0.79%
|
Distribution and/or Service (12b-1) Fees
|
0.00%
|
Other Expenses
(a)
|
0.00%
|
Total Annual Fund Operating Expenses
|
0.79%
|
(a)
|
The Fund has not yet commenced operations and Other
Expenses are based on estimated amounts for the current fiscal year.
|
Example.
This example is intended to help
you compare the cost of investing in the Fund with the cost of investing in
other funds. This example does not take into account brokerage commissions that
you pay when purchasing or selling Shares of the Fund.
The example assumes that you invest $10,000 in
the Fund for the time periods indicated and then redeem all of your Shares at
the end of those periods. The example also assumes that your investment has a 5%
return each year and that the Fund’s operating expenses remain at current
levels. The return of 5% and estimated expenses are for illustration purposes
only, and should not be considered indicators of expected Fund expenses or
performance, which may be greater or less than the estimates. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:
P
ORTFOLIO
T
URNOVER
The Fund pays transaction costs, such as
commissions, when it buys and sells securities (or “turns over” its portfolio).
A higher portfolio turnover rate may indicate higher transaction costs and may
result in higher taxes when Shares are held in a taxable account. These costs,
which are not reflected in annual Fund operating expenses or in the example,
affect the Fund’s performance. As of the date of this Prospectus, the Fund had
not yet commenced operations.
P
RINCIPAL
I
NVESTMENT
S
TRATEGIES
The Fund employs a “passive management” – or
indexing – investment approach designed to track the performance of the
Underlying Index, which was developed by Financial Development Holdco LLC
(“IndexIQ”), the parent company of IndexIQ Advisors LLC, the Fund’s investment
advisor (the “Advisor”). The Underlying Index is a rules based, modified
capitalization weighted, float adjusted index intended to give investors a means
of tracking the overall performance of publicly traded companies operating in
the consumer sector and domiciled and primarily listed on an exchange in most or
all of the following markets: Hong Kong, Indonesia, Malaysia, Philippines,
Singapore, South Korea, Taiwan, Thailand, and Vietnam (collectively, the “Asian
Tiger Markets”). The Fund defines ‘consumer companies” as companies that are
included in the Underlying Index at the time of purchase and generally include
companies whose businesses involve: automobile, automobile parts, consumer
retailers, food and beverage, personal goods, personal services, household
goods, textiles, apparel, leisure goods, leisure services, hotels, restaurants
and media.
The components of the Underlying Index (the
“Underlying Index Components”) that are eligible for inclusion in the Underlying
Index include the following characteristics, measured as of each quarterly
rebalance date:
-
Issuer domiciled in the Asian Tiger Markets;
-
Primary stock exchange listing in the Asian Tiger
Markets;
-
Principal business in consumer sector;
-
Minimum average market capitalization of $150 million for the
prior 90 days and as of the quarterly rebalance date;
-
Minimum average daily trading volume of at least $1 million
for the prior 90 days; and
-
Minimum monthly volume of 250,000 shares each month over the
prior six months.
Securities of issuers with recent stock exchange
listings (
i.e.
, recent initial public offerings) may be added to the
Underlying Index on a quarterly basis, provided that the companies meet all
eligibility criteria and have been trading for more than ten trading days.
The Underlying Index Components are selected
quarterly in connection with the reconstitution of the Underlying Index. Their
respective weights are rebalanced quarterly in connection with the rebalance of
the Underlying Index.
As of June 30, 2013, the United States (“U.S.”) dollar-denominated market capitalizations
of the Underlying Index Components ranged from approximately $2.5 billion to approximately $173.0 billion.
The Fund invests, under normal circumstances, at
least 80% of its net assets (excluding collateral held from securities lending),
plus the amount of any borrowings for investment purposes, in the investments
included in its Underlying Index. For additional information about the Fund’s
principal investment strategies, see “Additional Description of the Principal
Strategies of the Funds.”
P
RINCIPAL
R
ISKS
Investors in the Fund should be willing to accept
a high degree of volatility in the price of the Fund’s Shares and the
possibility of significant losses. An investment in the Fund involves a
substantial degree of risk and the Fund does not represent a complete investment
program. Therefore, you should consider carefully the following risks before
investing in the Fund. A more complete discussion of Principal Risks is included
under “Additional Description of the Principal Risks of the Funds.”
Index Risk
The performance of the Underlying Index and the
Fund may deviate from that of the sector the Underlying Index seeks to track due
to changes that are reflected in the sector more quickly than the quarterly
rebalancing process can track.
Tracking Error Risk
Although the Fund attempts to track the
performance of its Underlying Index, the Fund may not be able to duplicate its
exact composition or return for any number of reasons.
Foreign Securities Risk
The Fund invests in the securities of non-U.S.
issuers, which securities involve risks beyond those associated with investments
in U.S. securities.
Emerging Markets Risk
The Fund is expected to invest in securities in
the following emerging market countries: Indonesia, Malaysia, Philippines, South
Korea, Taiwan, Thailand, and Vietnam. The Fund’s investment in an emerging
market country may be subject to a greater risk of loss than investments in
developed markets.
Country Risk
The Fund’s investment in an Asian Tiger Market
country subjects the Fund to the risks specific to investing in Indonesia,
Malaysia, the Philippines, South Korea, Taiwan, Thailand, or Vietnam, as
applicable.
Consumer Sector Risk
The consumer sector may be strongly affected by
fads, overall economic conditions, consumer spending habits, government
regulation and demographics, any of which could have an adverse effect on the
performance of the Fund.
Foreign Securities Valuation Risk
To the extent the Fund calculates its NAV based
on fair value prices and the value of the Underlying Index is based on the
securities’ closing price on Asian Tiger Markets (
i.e.
, the value of the
Underlying Index is not based on fair value prices), the valuation of the Fund’s
NAV may deviate from the calculation of the Underlying Index.
Currency Risk
The Fund will invest in securities denominated in
the currencies of the countries in the Asian Tiger Markets and much of the
income received by the Fund will be in the currencies of the countries in the
Asian Tiger Markets, but the Underlying Index and the Fund’s NAV will be
calculated in U.S. dollars. Furthermore the Fund may convert cash in U.S.
dollars to the currencies of the countries in the Asian Tiger Markets to
purchase securities. Both the Fund’s ability to track the Underlying Index and
Fund returns in general may be adversely impacted by changes in currency
exchange rates.
Risk of Investing in Depositary
Receipts
The Fund may invest in depositary receipts,
including certain unsponsored depositary receipts. Both sponsored and
unsponsored depositary receipts involve risk not experienced when investing
directly in the equity securities of an issuer.
Custody Risk
The Fund invests in securities markets that are
less developed than those in the U.S., which may expose the Fund to risks in the
process of clearing and settling trades and the holding of securities by local
banks, agents and depositories. The less developed a country’s securities market
is, the greater the likelihood of custody problems.
Risk of Cash Transactions
Unlike most exchange-traded funds (“ETFs”), the
Fund currently intends to effect all creations and redemptions in a significant
proportion for cash, rather than in-kind securities, thereby potentially
subjecting shareholders to tax on gains they would not otherwise be subject to,
or at an earlier date than, if they had made an investment in a different ETF.
Additionally, the purchase or sale of foreign securities upon a creation or to
facilitate a redemption, as applicable, may have to be carried out over several
days if the securities market is relatively illiquid and may involve
considerable brokerage fees and taxes.
Market Risk
The market price of investments owned by the Fund
may go up or down, sometimes rapidly or unpredictably.
Replication Management Risk
Unlike many investment companies, the Fund is not
“actively” managed. Therefore, it would not necessarily sell a security because
the security’s issuer was in financial trouble unless that security is removed
from the Underlying Index.
Non-Diversified Risk
The Fund is classified as a “non-diversified”
investment company under the Investment Company Act of 1940 (the “1940 Act”) and
is subject to the risk that it will be more volatile than a diversified fund
because the Fund may invest its assets in a smaller number of issuers or may
invest larger proportions of its assets in a single industry within the
industries that comprise the Underlying Index.
Concentration Risk
To the extent that the Fund’s investments are
concentrated in a particular country, market, industry or asset class, the Fund
will be susceptible to loss due to adverse occurrences affecting that country,
market, industry or asset class.
New Fund Risk
The Fund is a new fund. As a new fund, there can
be no assurance that it will grow to or maintain an economically viable size, in
which case it may experience greater tracking error to its Underlying Index than
it otherwise would at higher asset levels or it could ultimately liquidate.
Trading Price Risk
Although it is expected that generally the market
price of the Shares will approximate the Fund’s NAV, there may be times when the
market price in the Secondary Market and the NAV vary significantly.
Management Risk
The strategy used by the Advisor to match the
performance of the Underlying Index may fail to produce the intended
results.
P
ERFORMANCE
I
NFORMATION
As of the date of this Prospectus, the Fund has
not yet commenced operations and therefore does not report its performance
information.
I
NVESTMENT
A
DVISOR
IndexIQ Advisors LLC (the “Advisor”) is the
investment advisor to the Fund.
P
ORTFOLIO
M
ANAGER
The portfolio managers who are currently responsible for the day-to-day management of the Fund’s
portfolio are Paul (Teddy) Fusaro and Greg Barrato. Mr. Fusaro and Mr. Barrato will each serve as a portfolio manager of the
Fund upon their inception.
P
URCHASE AND
S
ALE OF
F
UND
S
HARES
Unlike conventional mutual funds, the Fund issues
and redeems Shares on a continuous basis, at net asset value (“NAV”), only in
blocks of 50,000 Shares or whole multiples thereof (“Creation Units”). The
Fund’s Creation Units are issued and redeemed in return for a basket of assets
that the Fund specifies each day, which is anticipated to include both cash and
securities received or distributed in-kind. Retail investors may acquire Shares
on NYSE Arca, Inc. through a broker-dealer. Shares of the Fund will trade at
market price rather than NAV. As such, Shares may trade at a price greater than
NAV (premium) or less than NAV (discount).
T
AX
I
NFORMATION
The Fund’s distributions are taxable and will
generally be taxed as ordinary income or capital gains.
F
INANCIAL
I
NTERMEDIARY
C
OMPENSATION
If you purchase the Fund through a broker-dealer
or other financial intermediary (such as a bank), the Advisor may pay the
intermediary for the sale of Fund Shares and related services. These payments
may create a conflict of interest by influencing the broker-dealer or other
intermediary and your salesperson to recommend the Fund over another investment.
Ask your salesperson or visit your financial intermediary’s website for more
information.
S
UMMARY
I
NFORMATION
IQ ASIAN TIGERS SMALL CAP ETF
I
NVESTMENT
O
BJECTIVE
The Fund seeks investment results that correspond
(before fees and expenses) generally to the price and yield performance of its
underlying index, the IQ Asian Tigers Small Cap Index (the “Underlying
Index”).
F
EES AND
E
XPENSES OF THE
F
UND
This table describes the fees and expenses that
you may pay if you buy and hold shares of the Fund (“Shares”). Investors
purchasing Shares on a national securities exchange, national securities
association or over-the-counter trading system where Shares may trade from time
to time (each, a “Secondary Market”) may be subject to customary brokerage
commissions charged by their broker that are not reflected in the table set
forth below.
Shareholder Fees (fees paid directly from your
investment):
No shareholder fees are levied by the Fund for
purchases and sales made on the Secondary Market.
Annual Fund Operating Expenses (expenses that
you pay each year as a percentage of the value of your investment):
|
|
Management Fee
|
0.79%
|
Distribution and/or Service (12b-1) Fees
|
0.00%
|
Other Expenses
(a)
|
0.00%
|
Total Annual Fund Operating Expenses
|
0.79%
|
(a)
|
The Fund has not yet commenced operations and Other
Expenses are based on estimated amounts for the current fiscal year.
|
Example.
This example is intended to help
you compare the cost of investing in the Fund with the cost of investing in
other funds. This example does not take into account brokerage commissions that
you pay when purchasing or selling Shares of the Fund.
The example assumes that you invest $10,000 in
the Fund for the time periods indicated and then redeem all of your Shares at
the end of those periods. The example also assumes that your investment has a 5%
return each year and that the Fund’s operating expenses remain at current
levels. The return of 5% and estimated expenses are for illustration purposes
only, and should not be considered indicators of expected Fund expenses or
performance, which may be greater or less than the estimates. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:
P
ORTFOLIO
T
URNOVER
The Fund pays transaction costs, such as
commissions, when it buys and sells securities (or “turns over” its portfolio).
A higher portfolio turnover rate may indicate higher transaction costs and may
result in higher taxes when Shares are held in a taxable account. These costs,
which are not reflected in annual Fund operating expenses or in the example,
affect the Fund’s performance. As of the date of this Prospectus, the Fund had
not yet commenced operations.
P
RINCIPAL
I
NVESTMENT
S
TRATEGIES
The Fund employs a “passive management” – or
indexing – investment approach designed to track the performance of the
Underlying Index, which was developed by Financial Development Holdco LLC
(“IndexIQ”), the parent company of IndexIQ Advisors LLC, the Fund’s investment
advisor (the “Advisor”). The Underlying Index is a rules based, modified
capitalization weighted, float adjusted index intended to give investors a means
of tracking the overall performance of the small capitalization sector of
publicly traded companies domiciled and primarily listed on an exchange in most
or all of the following markets: Hong Kong, Indonesia, Malaysia, Philippines,
Singapore, South Korea, Taiwan, Thailand, and Vietnam (collectively, the “Asian
Tiger Markets”).
The components of the Underlying Index (the
“Underlying Index Components”) that are eligible for inclusion in the Underlying
Index include the following characteristics, measured as of each quarterly
rebalance date:
-
Issuer domiciled in the Asian Tiger Markets;
-
Primary stock exchange listing in the Asian Tiger
Markets;
-
Minimum average market capitalization of $150 million for the
prior 90 days and as of the quarterly rebalance date;
-
Minimum average daily trading volume of at least $1 million
for the prior 90 days; and
-
Minimum monthly volume of 250,000 shares each month over the
prior six months.
Securities of issuers with recent stock exchange
listings (
i.e.
, recent initial public offerings) may be added to the
Underlying Index on a quarterly basis, provided that the companies meet all eligibility criteria and have been trading for
more than ten trading days. Existing Underlying Index Components whose average
market capitalization falls below $100 million or increases above the level 65%
higher than the Market Cap Ceiling for the 90 days prior to any rebalancing date
will no longer be eligible for inclusion.
The Underlying Index Components are selected
quarterly in connection with the reconstitution of the Underlying Index. Their
respective weights are rebalanced quarterly in connection with the rebalance of
the Underlying Index.
As of June 30, 2013, the United States (“U.S.”) dollar-denominated market capitalizations
of the Underlying Index Components ranged from approximately $290 million to approximately $700 million.
The Fund invests, under normal circumstances, at
least 80% of its net assets (excluding collateral held from securities lending),
plus the amount of any borrowings for investment purposes, in the investments
included in its Underlying Index. For additional information about the Fund’s
principal investment strategies, see “Additional Description of the Principal
Strategies of the Funds.”
P
RINCIPAL
R
ISKS
Investors in the Fund should be willing to accept
a high degree of volatility in the price of the Fund’s Shares and the
possibility of significant losses. An investment in the Fund involves a
substantial degree of risk and the Fund does not represent a complete investment
program. Therefore, you should consider carefully the following risks before
investing in the Fund. A more complete discussion of Principal Risks is included
under “Additional Description of the Principal Risks of the Funds.”
Index Risk
The performance of the Underlying Index and the
Fund may deviate from that of the sector the Underlying Index seeks to track due
to changes that are reflected in the sector more quickly than the quarterly
rebalancing process can track.
Tracking Error Risk
Although the Fund attempts to track the
performance of its Underlying Index, the Fund may not be able to duplicate its
exact composition or return for any number of reasons.
Foreign Securities Risk
The Fund invests in the securities of non-U.S.
issuers, which securities involve risks beyond those associated with investments
in U.S. securities.
Emerging Markets Risk
The Fund is expected to invest in securities in
the following emerging market countries: Indonesia, Malaysia, Philippines, South
Korea, Taiwan, Thailand, and Vietnam. The Fund’s investment in an emerging
market country may be subject to a greater risk of loss than investments in
developed markets.
Country Risk
The Fund’s investment in an Asian Tiger Market
country subjects the Fund to the risks specific to investing in Indonesia,
Malaysia, the Philippines, South Korea, Taiwan, Thailand, or Vietnam, as
applicable.
Small Capitalization Companies Risk
The Fund invests in the securities of small
capitalization companies, the value of which may be more volatile than those of
larger companies.
Foreign Securities Valuation Risk
To the extent the Fund calculates its NAV based
on fair value prices and the value of the Underlying Index is based on the
securities’ closing price on Asian Tiger Markets (
i.e.
, the value of the
Underlying Index is not based on fair value prices), the valuation of the Fund’s
NAV may deviate from the calculation of the Underlying Index.
Currency Risk
The Fund will invest in securities denominated in
the currencies of the countries in the Asian Tiger Markets and much of the
income received by the Fund will be in the currencies of the countries in the
Asian Tiger Markets, but the Underlying Index and the Fund’s NAV will be
calculated in U.S. dollars. Furthermore the Fund may convert cash in U.S.
dollars to the currencies of the countries in the Asian Tiger Markets to
purchase securities. Both the Fund’s ability to track the Underlying Index and
Fund returns in general may be adversely impacted by changes in currency
exchange rates.
Risk of Investing in Depositary
Receipts
The Fund may invest in depositary receipts,
including certain unsponsored depositary receipts. Both sponsored and
unsponsored depositary receipts involve risk not experienced when investing
directly in the equity securities of an issuer.
Custody Risk
The Fund invests in securities markets that are
less developed than those in the U.S., which may expose the Fund to risks in the
process of clearing and settling trades and the holding of securities by local
banks, agents and depositories. The less developed a country’s securities market
is, the greater the likelihood of custody problems.
Risk of Cash Transactions
Unlike most exchange-traded funds (“ETFs”), the
Fund currently intends to effect all creations and redemptions in a significant
proportion for cash, rather than in-kind securities, thereby potentially
subjecting shareholders to tax on gains they would not otherwise be subject to,
or at an earlier date than, if they had made an investment in a different ETF.
Additionally, the purchase or sale of foreign securities upon a creation or to
facilitate a redemption, as applicable, may have to be carried out over several
days if the securities market is relatively illiquid and may involve
considerable brokerage fees and taxes.
Market Risk
The market price of investments owned by the Fund
may go up or down, sometimes rapidly or unpredictably.
Replication Management Risk
Unlike many investment companies, the Fund is not
“actively” managed. Therefore, it would not necessarily sell a security because
the security’s issuer was in financial trouble unless that security is removed
from the Underlying Index.
Non-Diversified Risk
The Fund is classified as a “non-diversified”
investment company under the Investment Company Act of 1940 (the “1940 Act”) and
is subject to the risk that it will be more volatile than a diversified fund
because the Fund may invest its assets in a smaller number of issuers or may
invest larger proportions of its assets in a single industry within the
industries that comprise the Underlying Index.
Concentration Risk
To the extent that the Fund’s investments are
concentrated in a particular country, market, industry or asset class, the Fund
will be susceptible to loss due to adverse occurrences affecting that country,
market, industry or asset class.
New Fund Risk
The Fund is a new fund. As a new fund, there can
be no assurance that it will grow to or maintain an economically viable size, in
which case it may experience greater tracking error to its Underlying Index than
it otherwise would at higher asset levels or it could ultimately liquidate.
Trading Price Risk
Although it is expected that generally the market
price of the Shares will approximate the Fund’s NAV, there may be times when the
market price in the Secondary Market and the NAV vary significantly.
Management Risk
The strategy used by the Advisor to match the
performance of the Underlying Index may fail to produce the intended
results.
P
ERFORMANCE
I
NFORMATION
As of the date of this Prospectus, the Fund has
not yet commenced operations and therefore does not report its performance
information.
I
NVESTMENT
A
DVISOR
IndexIQ Advisors LLC (the “Advisor”) is the
investment advisor to the Fund.
P
ORTFOLIO
M
ANAGER
The portfolio managers who are currently responsible for the day-to-day management of the Fund’s
portfolios are Paul (Teddy) Fusaro and Greg Barrato. Mr. Fusaro and Mr. Barrato will each serve as a portfolio manager of the
Fund upon their inception.
P
URCHASE AND
S
ALE OF
F
UND
S
HARES
Unlike conventional mutual funds, the Fund issues
and redeems Shares on a continuous basis, at net asset value (“NAV”), only in
blocks of 50,000 Shares or whole multiples thereof (“Creation Units”). The
Fund’s Creation Units are issued and redeemed in return for a basket of assets
that the Fund specifies each day, which is anticipated to include both cash and
securities received or distributed in-kind. Retail investors may acquire Shares
on NYSE Arca, Inc. through a broker-dealer. Shares of the Fund will trade at
market price rather than NAV. As such, Shares may trade at a price greater than
NAV (premium) or less than NAV (discount).
T
AX
I
NFORMATION
The Fund’s distributions are taxable and will
generally be taxed as ordinary income or capital gains.
F
INANCIAL
I
NTERMEDIARY
C
OMPENSATION
If you purchase the Fund through a broker-dealer
or other financial intermediary (such as a bank), the Advisor may pay the
intermediary for the sale of Fund Shares and related services. These payments
may create a conflict of interest by influencing the broker-dealer or other
intermediary and your salesperson to recommend the Fund over another investment.
Ask your salesperson or visit your financial intermediary’s website for more
information.
IQ ASIA PACIFIC EX-JAPAN SMALL CAP ETF
I
NVESTMENT
O
BJECTIVE
The Fund seeks investment results that correspond
(before fees and expenses) generally to the price and yield performance of its
underlying index, the IQ Asia Pacific ex-Japan Small Cap Index (the “Underlying
Index”).
F
EES AND
E
XPENSES OF THE
F
UND
This table describes the fees and expenses that
you may pay if you buy and hold shares of the Fund (“Shares”). Investors
purchasing Shares on a national securities exchange, national securities
association or over-the-counter trading system where Shares may trade from time
to time (each, a “Secondary Market”) may be subject to customary brokerage
commissions charged by their broker that are not reflected in the table set
forth below.
Shareholder Fees (fees paid directly from your
investment):
No shareholder fees are levied by the Fund for
purchases and sales made on the Secondary Market.
Annual Fund Operating Expenses (expenses that
you pay each year as a percentage of the value of your investment):
|
|
Management Fee
|
0.69%
|
Distribution and/or Service (12b-1) Fees
|
0.00%
|
Other Expenses
(a)
|
0.00%
|
Total Annual Fund Operating Expenses
|
0.69%
|
(a)
|
The Fund has not yet commenced operations and Other
Expenses are based on estimated amounts for the current fiscal year.
|
Example.
This example is intended to help
you compare the cost of investing in the Fund with the cost of investing in
other funds. This example does not take into account brokerage commissions that
you pay when purchasing or selling Shares of the Fund.
The example assumes that you invest $10,000 in
the Fund for the time periods indicated and then redeem all of your Shares at
the end of those periods. The example also assumes that your investment has a 5%
return each year and that the Fund’s operating expenses remain at current
levels. The return of 5% and estimated expenses are for illustration purposes
only, and should not be considered indicators of expected Fund expenses or
performance, which may be greater or less than the estimates. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:
P
ORTFOLIO
T
URNOVER
The Fund pays transaction costs, such as
commissions, when it buys and sells securities (or “turns over” its portfolio).
A higher portfolio turnover rate may indicate higher transaction costs and may
result in higher taxes when Shares are held in a taxable account. These costs,
which are not reflected in annual Fund operating expenses or in the example,
affect the Fund’s performance. As of the date of this Prospectus, the Fund had
not yet commenced operations.
P
RINCIPAL
I
NVESTMENT
S
TRATEGIES
The Fund employs a “passive management” – or
indexing – investment approach designed to track the performance of the
Underlying Index, which was developed by Financial Development Holdco LLC
(“IndexIQ”), the parent company of IndexIQ Advisors LLC, the Fund’s investment
advisor (the “Advisor”). The Underlying Index is a rules based, modified
capitalization weighted, float adjusted index intended to give investors a means
of tracking the overall performance of the small capitalization sector of
publicly traded companies domiciled and primarily listed on an exchange in the
following markets: Australia, Hong Kong, New Zealand, and Singapore (together,
the “Asian Pacific ex-Japan Region”).
The components of the Underlying Index (the
“Underlying Index Components”) that are eligible for inclusion in the Underlying
Index include the following characteristics, measured as of each quarterly
rebalance date:
-
Issuer domiciled in Australia, Hong Kong, New Zealand or
Singapore;
-
Primary stock exchange listing in Australia, Hong Kong, New
Zealand or Singapore;
-
Minimum average market capitalization of $150 million for the
prior 90 days and as of the quarterly rebalance date;
-
Maximum average market capitalization equal to the bottom 15%
ranking of companies in Australia, Hong Kong, New Zealand and Singapore based
on market capitalization for the prior 90 days (the “Market Cap
Ceiling”);
-
Minimum average daily trading volume of at least $1 million
for the prior 90 days; and
-
Minimum monthly volume of 250,000 shares each month over the
prior six months.
Securities of issuers with recent stock exchange
listings (
i.e.
, recent initial public offerings) may be added to the
Underlying Index on a quarterly basis, provided that the companies meet all
eligibility criteria and have been trading for more than ten trading days.
Existing Underlying Index Components whose average market
capitalization falls below $100 million or increases above the level 65% higher
than the Market Cap Ceiling for the 90 days prior to any rebalancing date will
no longer be eligible for inclusion.
The Underlying Index Components are selected
quarterly in connection with the reconstitution of the Underlying Index. Their
respective weights are rebalanced quarterly in connection with the rebalance of
the Underlying Index.
As of June 30, 2013, the United States (“U.S.”) dollar-denominated market capitalizations
of the Underlying Index Components ranged from approximately $1.0 billion to approximately $2.1 billion.
The Fund invests, under normal circumstances, at
least 80% of its net assets (excluding collateral held from securities lending),
plus the amount of any borrowings for investment purposes, in the investments
included in its Underlying Index. For additional information about the Fund’s
principal investment strategies, see “Additional Description of the Principal
Strategies of the Funds.”
P
RINCIPAL
R
ISKS
Investors in the Fund should be willing to accept
a high degree of volatility in the price of the Fund’s Shares and the
possibility of significant losses. An investment in the Fund involves a
substantial degree of risk and the Fund does not represent a complete investment
program. Therefore, you should consider carefully the following risks before
investing in the Fund. A more complete discussion of Principal Risks is included
under “Additional Description of the Principal Risks of the Funds.”
Index Risk
The performance of the Underlying Index and the
Fund may deviate from that of the sector the Underlying Index seeks to track due
to changes that are reflected in the sector more quickly than the quarterly
rebalancing process can track.
Tracking Error Risk
Although the Fund attempts to track the
performance of its Underlying Index, the Fund may not be able to duplicate its
exact composition or return for any number of reasons.
Foreign Securities Risk
The Fund invests in the securities of non-U.S.
issuers, which securities involve risks beyond those associated with investments
in U.S. securities.
Risks of Investing in Asia Pacific ex-Japan
Region
Commodity Exposure Risk
. The agricultural
and mining sectors of Australia’s and New Zealand’s economies account for the
majority of their exports.
Lack of Natural Resources Risk.
Hong Kong
and Singapore are small island states with few raw material resources and
limited land area and each is reliant on imports for their commodity needs.
Trading Partners Risk.
The countries in
the Asia Pacific ex-Japan Region are heavily dependent upon trading with their
key partners. Any reduction in this trading may cause an adverse impact on the
economies in which the Fund invests.
Country Risk
. The Fund’s investment in a
country in the Asia Pacific ex-Japan Region subjects the Fund to the risks
specific to investing in Australia, Hong Kong, New Zealand, or Singapore, as
applicable.
Small Capitalization Companies Risk
The Fund invests in the securities of small
capitalization companies, the value of which may be more volatile than those of
larger companies.
Foreign Securities Valuation Risk
To the extent the Fund calculates its NAV based
on fair value prices and the value of the Underlying Index is based on the
securities’ closing price on Australia, Hong Kong, New Zealand and Singapore
markets (
i.e.
, the value of the Underlying Index is not based on fair
value prices), the valuation of the Fund’s NAV may deviate from the calculation
of the Underlying Index.
Currency Risk
The Fund will invest in securities denominated in
the currencies of the countries in Australia, Hong Kong, New Zealand and
Singapore and much of the income received by the Fund will be in the currencies
of Australia, Hong Kong, New Zealand and Singapore, but the Underlying Index and
the Fund’s NAV will be calculated in U.S. dollars. Furthermore the Fund may
convert cash in U.S. dollars to the currencies of Australia, Hong Kong, New
Zealand and Singapore to purchase securities. Both the Fund’s ability to track
the Underlying Index and Fund returns in general may be adversely impacted by
changes in currency exchange rates.
Risk of Investing in Depositary
Receipts
The Fund may invest in depositary receipts,
including certain unsponsored depositary receipts. Both sponsored and
unsponsored depositary receipts involve risk not experienced when investing
directly in the equity securities of an issuer.
Custody Risk
The Fund invests in securities markets that are
less developed than those in the U.S., which may expose the Fund to risks in the
process of clearing and settling trades and the holding of securities by local
banks, agents and depositories. The less developed a country’s securities market
is, the greater the likelihood of custody problems.
Market Risk
The market price of investments owned by the Fund
may go up or down, sometimes rapidly or unpredictably.
Replication Management Risk
Unlike many investment companies, the Fund is not
“actively” managed. Therefore, it would not necessarily sell a security because
the security’s issuer was in financial trouble unless that security is removed
from the Underlying Index.
Non-Diversified Risk
The Fund is classified as a “non-diversified”
investment company under the Investment Company Act of 1940 (the “1940 Act”) and
is subject to the risk that it will be more volatile than a diversified fund
because the Fund may invest its assets in a smaller number of issuers or may
invest larger proportions of its assets in a single industry within the
industries that comprise the Underlying Index.
Concentration Risk
To the extent that the Fund’s investments are
concentrated in a particular country, market, industry or asset class, the Fund
will be susceptible to loss due to adverse occurrences affecting that country,
market, industry or asset class.
New Fund Risk
The Fund is a new fund. As a new fund, there can
be no assurance that it will grow to or maintain an economically viable size, in
which case it may experience greater tracking error to its Underlying Index than
it otherwise would at higher asset levels or it could ultimately liquidate.
Trading Price Risk
Although it is expected that generally the market
price of the Shares will approximate the Fund’s NAV, there may be times when the
market price in the Secondary Market and the NAV vary significantly.
Management Risk
The strategy used by the Advisor to match the
performance of the Underlying Index may fail to produce the intended
results.
P
ERFORMANCE
I
NFORMATION
As of the date of this Prospectus, the Fund has
not yet commenced operations and therefore does not report its performance
information.
I
NVESTMENT
A
DVISOR
IndexIQ Advisors LLC (the “Advisor”) is the
investment advisor to the Fund.
P
ORTFOLIO
M
ANAGER
The portfolio managers who are currently responsible for the day-to-day management of the Fund’s
portfolios are Paul (Teddy) Fusaro and Greg Barrato. Mr. Fusaro and Mr. Barrato will each serve as a portfolio manager of the
Fund upon their inception.
P
URCHASE AND
S
ALE OF
F
UND
S
HARES
Unlike conventional mutual funds, the Fund issues
and redeems Shares on a continuous basis, at net asset value (“NAV”), only in
blocks of 50,000 Shares or whole multiples thereof (“Creation Units”). The
Fund’s Creation Units are issued and redeemed principally in-kind for securities
included in the Fund. Retail investors may acquire Shares on NYSE Arca, Inc.
through a broker-dealer. Shares of the Fund will trade at market price rather
than NAV. As such, Shares may trade at a price greater than NAV (premium) or
less than NAV (discount).
T
AX
I
NFORMATION
The Fund’s distributions are taxable and will
generally be taxed as ordinary income or capital gains.
F
INANCIAL
I
NTERMEDIARY
C
OMPENSATION
If you purchase the Fund through a broker-dealer
or other financial intermediary (such as a bank), the Advisor may pay the
intermediary for the sale of Fund Shares and related services. These payments
may create a conflict of interest by influencing the broker-dealer or other
intermediary and your salesperson to recommend the Fund over another investment.
Ask your salesperson or visit your financial intermediary’s website for more
information.
S
UMMARY
I
NFORMATION
IQ
AUSTRALIA MID CAP ETF
I
NVESTMENT
O
BJECTIVE
The Fund seeks investment results that correspond
(before fees and expenses) generally to the price and yield performance of its
underlying index, the IQ Australia Mid Cap Index (the “Underlying Index”).
F
EES AND
E
XPENSES OF THE
F
UND
This table describes the fees and expenses that
you may pay if you buy and hold shares of the Fund (“Shares”). Investors
purchasing Shares on a national securities exchange, national securities
association or over-the-counter trading system where Shares may trade from time
to time (each, a “Secondary Market”) may be subject to customary brokerage
commissions charged by their broker that are not reflected in the table set
forth below.
Shareholder Fees (fees paid directly from your
investment):
No shareholder fees are levied by the Fund for
purchases and sales made on the Secondary Market.
Annual Fund Operating Expenses (expenses that
you pay each year as a percentage of the value of your investment):
|
|
Management Fee
|
0.69%
|
Distribution and/or Service (12b-1) Fees
|
0.00%
|
Other Expenses
(a)
|
0.00%
|
Total Annual Fund Operating Expenses
|
0.69%
|
(a)
|
The Fund has not yet commenced operations and Other
Expenses are based on estimated amounts for the current fiscal year.
|
Example.
This example is intended to help
you compare the cost of investing in the Fund with the cost of investing in
other funds. This example does not take into account brokerage commissions that
you pay when purchasing or selling Shares of the Fund.
The example assumes that you invest $10,000 in
the Fund for the time periods indicated and then redeem all of your Shares at
the end of those periods. The example also assumes that your investment has a 5%
return each year and that the Fund’s operating expenses remain at current
levels. The return of 5% and estimated expenses are for illustration purposes
only, and should not be considered indicators of expected Fund expenses or
performance, which may be greater or less than the estimates. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:
P
ORTFOLIO
T
URNOVER
The Fund pays transaction costs, such as
commissions, when it buys and sells securities (or “turns over” its portfolio).
A higher portfolio turnover rate may indicate higher transaction costs and may
result in higher taxes when Shares are held in a taxable account. These costs,
which are not reflected in annual Fund operating expenses or in the example,
affect the Fund’s performance. As of the date of this Prospectus, the Fund had
not yet commenced operations.
P
RINCIPAL
I
NVESTMENT
S
TRATEGIES
The Fund employs a “passive management” – or
indexing – investment approach designed to track the performance of the
Underlying Index, which was developed by Financial Development Holdco LLC
(“IndexIQ”), the parent company of IndexIQ Advisors LLC, the Fund’s investment
advisor (the “Advisor”). The Underlying Index is a rules based, modified
capitalization weighted, float adjusted index intended to give investors a means
of tracking the overall performance of the mid capitalization sector of publicly
traded companies domiciled and primarily listed on an exchange in Australia.
The components of the Underlying Index (the
“Underlying Index Components”) that are eligible for inclusion in the Underlying
Index include the following characteristics, measured as of each quarterly
rebalance date:
-
Issuer domiciled in Australia;
-
Primary stock exchange listing in Australia;
-
Minimum average market capitalization of $500 million for the
prior 90 days and as of the quarterly rebalance date;
-
Average market capitalization in the range between the top
85% and top 70% (the “Market Cap Ceiling”) ranking of companies in Australia
based on market capitalization for the prior 90 days (in other words, issuers
with market capitalizations in the top 70% ranking (large cap) or bottom 15%
ranking (small cap) are ineligible for the Underlying Index);
-
Minimum average daily trading volume of at least $1 million
for the prior 90 days; and
-
Minimum monthly volume of 250,000 shares each month over the
prior six months.
Securities of issuers with recent stock exchange
listings (
i.e.
, recent initial public offerings) may be added to the
Underlying Index on a quarterly basis, provided that the companies meet all
eligibility criteria and have been trading for more than ten trading days.
Existing Underlying Index Components whose average market capitalization, for
the 90 days prior to any rebalancing date, falls below the top 90% ranking of
companies in Australia based on market capitalization or increases above the
level 50% higher than the Market Cap Ceiling will no longer be eligible for
inclusion.
The Underlying Index Components are selected
quarterly in connection with the reconstitution of the Underlying Index. Their
respective weights are rebalanced quarterly in connection with the rebalance of
the Underlying Index.
As of June 30, 2013, the United States (“U.S.”) dollar-denominated market capitalizations
of the Underlying Index Components ranged from approximately $2.4 billion to approximately $10.8 billion.
The Fund invests, under normal circumstances, at
least 80% of its net assets (excluding collateral held from securities lending),
plus the amount of any borrowings for investment purposes, in the investments
included in its Underlying Index. For additional information about the Fund’s
principal investment strategies, see “Additional Description of the Principal
Strategies of the Funds.”
P
RINCIPAL
R
ISKS
Investors in the Fund should be willing to accept
a high degree of volatility in the price of the Fund’s Shares and the
possibility of significant losses. An investment in the Fund involves a
substantial degree of risk and the Fund does not represent a complete investment
program. Therefore, you should consider carefully the following risks before
investing in the Fund. A more complete discussion of Principal Risks is included
under “Additional Description of the Principal Risks of the Funds.”
Index Risk
The performance of the Underlying Index and the
Fund may deviate from that of the sector the Underlying Index seeks to track due
to changes that are reflected in the sector more quickly than the quarterly
rebalancing process can track.
Tracking Error Risk
Although the Fund attempts to track the
performance of its Underlying Index, the Fund may not be able to duplicate its
exact composition or return for any number of reasons.
Foreign Securities Risk
The Fund invests in the securities of non-U.S.
issuers, which securities involve risks beyond those associated with investments
in U.S. securities.
Risks of Investing in Australia
Commodity Exposure Risk
. Any negative
changes in the agricultural or mining industries could have an adverse impact on
the Australian economy.
Geographic Risk.
A natural disaster could
occur in Australia.
Trading Partners Risk.
The Australian
economy is heavily dependent upon trading with its key partners. Any reduction
in this trading may cause an adverse impact on the economy in which the Fund
invests.
Mid Capitalization Companies Risk
The Fund invests in the securities of mid
capitalization companies, the value of which may be more volatile than those of
larger companies.
Foreign Securities Valuation Risk
To the extent the Fund calculates its NAV based
on fair value prices and the value of the Underlying Index is based on the
securities’ closing price on Australian markets (
i.e.
, the value of the
Underlying Index is not based on fair value prices), the valuation of the Fund’s
NAV may deviate from the calculation of the Underlying Index.
Currency Risk
The Fund will invest in securities denominated in
Australian dollars and much of the income received by the Fund will be in
Australian dollars, but the Underlying Index and the Fund’s NAV will be
calculated in U.S. dollars. Furthermore the Fund may convert cash in U.S.
dollars to Australian dollars to purchase securities. Both the Fund’s ability to
track the Underlying Index and Fund returns in general may be adversely impacted
by changes in currency exchange rates.
Risk of Investing in Depositary
Receipts
The Fund may invest in depositary receipts,
including certain unsponsored depositary receipts. Both sponsored and
unsponsored depositary receipts involve risk not experienced when investing
directly in the equity securities of an issuer.
Custody Risk
The Fund invests in securities markets that are
less developed than those in the U.S., which may expose the Fund to risks in the
process of clearing and settling trades and the holding of securities by local
banks, agents and depositories. The less developed a country’s securities market
is, the greater the likelihood of custody problems.
Market Risk
The market price of investments owned by the Fund
may go up or down, sometimes rapidly or unpredictably.
Replication Management Risk
Unlike many investment companies, the Fund is not
“actively” managed. Therefore, it would not necessarily sell a security because
the security’s issuer was in financial trouble unless that security is removed
from the Underlying Index.
Non-Diversified Risk
The Fund is classified as a “non-diversified”
investment company under the Investment Company Act of 1940 (the “1940 Act”) and
is subject to the risk that it will be more volatile than a diversified fund
because the Fund may invest its assets in a smaller number of issuers or may
invest larger proportions of its assets in a single industry within the
industries that comprise the Underlying Index.
Concentration Risk
To the extent that the Fund’s investments are
concentrated in a particular country, market, industry or asset class, the Fund
will be susceptible to loss due to adverse occurrences affecting that country,
market, industry or asset class.
New Fund Risk
The Fund is a new fund. As a new fund, there can
be no assurance that it will grow to or maintain an economically viable size, in
which case it may experience greater tracking error to its Underlying Index than
it otherwise would at higher asset levels or it could ultimately liquidate.
Trading Price Risk
Although it is expected that generally the market
price of the Shares will approximate the Fund’s NAV, there may be times when the
market price in the Secondary Market and the NAV vary significantly.
Management Risk
The strategy used by the Advisor to match the
performance of the Underlying Index may fail to produce the intended
results.
P
ERFORMANCE
I
NFORMATION
As of the date of this Prospectus, the Fund has
not yet commenced operations and therefore does not report its performance
information.
I
NVESTMENT
A
DVISOR
IndexIQ Advisors LLC (the “Advisor”) is the
investment advisor to the Fund.
P
ORTFOLIO
M
ANAGER
The portfolio managers who are currently responsible for the day-to-day management of the Fund’s
portfolios are Paul (Teddy) Fusaro and Greg Barrato. Mr. Fusaro and Mr. Barrato will each serve as a portfolio manager of the
Fund upon their inception.
P
URCHASE AND
S
ALE OF
F
UND
S
HARES
Unlike conventional mutual funds, the Fund issues
and redeems Shares on a continuous basis, at net asset value (“NAV”), only in
blocks of 50,000 Shares or whole multiples thereof (“Creation Units”). The
Fund’s Creation Units are issued and redeemed principally in-kind for securities
included in the Fund. Retail investors may acquire Shares on NYSE Arca, Inc.
through a broker-dealer. Shares of the Fund will trade at market price rather
than NAV. As such, Shares may trade at a price greater than NAV (premium) or
less than NAV (discount).
T
AX
I
NFORMATION
The Fund’s distributions are taxable and will
generally be taxed as ordinary income or capital gains.
F
INANCIAL
I
NTERMEDIARY
C
OMPENSATION
If you purchase the Fund through a broker-dealer
or other financial intermediary (such as a bank), the Advisor may pay the
intermediary for the sale of Fund Shares and related services. These payments
may create a conflict of interest by influencing the broker-dealer or other
intermediary and your salesperson to recommend the Fund over another investment.
Ask your salesperson or visit your financial intermediary’s website for more
information.
S
UMMARY
I
NFORMATION
IQ
CANADA MID CAP ETF
I
NVESTMENT
O
BJECTIVE
The Fund seeks investment results that correspond
(before fees and expenses) generally to the price and yield performance of its
underlying index, the IQ Canada Mid Cap Index (the “Underlying Index”).
F
EES AND
E
XPENSES OF THE
F
UND
This table describes the fees and expenses that
you may pay if you buy and hold shares of the Fund (“Shares”). Investors
purchasing Shares on a national securities exchange, national securities
association or over-the-counter trading system where Shares may trade from time
to time (each, a “Secondary Market”) may be subject to customary brokerage
commissions charged by their broker that are not reflected in the table set
forth below.
Shareholder Fees (fees paid directly from your
investment):
No shareholder fees are levied by the Fund for
purchases and sales made on the Secondary Market.
Annual Fund Operating Expenses (expenses that
you pay each year as a percentage of the value of your investment):
|
|
Management Fee
|
0.69%
|
Distribution and/or Service (12b-1) Fees
|
0.00%
|
Other Expenses
(a)
|
0.00%
|
Total Annual Fund Operating Expenses
|
0.69%
|
(a)
|
The Fund has not yet commenced operations and Other
Expenses are based on estimated amounts for the current fiscal year.
|
Example.
This example is intended to help
you compare the cost of investing in the Fund with the cost of investing in
other funds. This example does not take into account brokerage commissions that
you pay when purchasing or selling Shares of the Fund.
The example assumes that you invest $10,000 in
the Fund for the time periods indicated and then redeem all of your Shares at
the end of those periods. The example also assumes that your investment has a 5%
return each year and that the Fund’s operating expenses remain at current
levels. The return of 5% and estimated expenses are for illustration purposes
only, and should not be considered indicators of expected Fund expenses or
performance, which may be greater or less than the estimates. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:
P
ORTFOLIO
T
URNOVER
The Fund pays transaction costs, such as
commissions, when it buys and sells securities (or “turns over” its portfolio).
A higher portfolio turnover rate may indicate higher transaction costs and may
result in higher taxes when Shares are held in a taxable account. These costs,
which are not reflected in annual Fund operating expenses or in the example,
affect the Fund’s performance. As of the date of this Prospectus, the Fund had
not yet commenced operations.
P
RINCIPAL
I
NVESTMENT
S
TRATEGIES
The Fund employs a “passive management” – or
indexing – investment approach designed to track the performance of the
Underlying Index, which was developed by Financial Development Holdco LLC
(“IndexIQ”), the parent company of IndexIQ Advisors LLC, the Fund’s investment
advisor (the “Advisor”). The Underlying Index is a rules based, modified
capitalization weighted, float adjusted index intended to give investors a means
of tracking the overall performance of the mid capitalization sector of publicly
traded companies domiciled and primarily listed on an exchange in Canada.
The components of the Underlying Index (the
“Underlying Index Components”) that are eligible for inclusion in the Underlying
Index include the following characteristics, measured as of each quarterly
rebalance date:
-
Issuer domiciled in Canada;
-
Primary stock exchange listing in Canada;
-
Minimum average market capitalization of $500 million for the
prior 90 days and as of the quarterly rebalance date;
-
Average market capitalization in the range between the top
85% and top 70% (the “Market Cap Ceiling”) ranking of companies in Canada
based on market capitalization for the prior 90 days (in other words, issuers
with market capitalizations in the top 70% ranking (large cap) or bottom 15%
ranking (small cap) are ineligible for the Underlying Index);
-
Minimum average daily trading volume of at least $1 million
for the prior 90 days; and
-
Minimum monthly volume of 250,000 shares each month over the
prior six months.
Securities of issuers with recent stock exchange
listings (
i.e.
, recent initial public offerings) may be added to the
Underlying Index on a quarterly basis, provided that the companies meet all
eligibility criteria and have been trading for more than ten trading days.
Existing Underlying Index Components whose average market capitalization, for
the 90 days prior to any rebalancing date, falls below the top 90% ranking of
companies in Canada based on market capitalization or increases above the level
50% higher than the Market Cap Ceiling will no longer be eligible for
inclusion.
The Underlying Index Components are selected
quarterly in connection with the reconstitution of the Underlying Index. Their
respective weights are rebalanced quarterly in connection with the rebalance of
the Underlying Index.
As of June 30, 2013, the United States (“U.S.”) dollar-denominated market capitalizations
of the Underlying Index Components ranged from approximately $2.0 billion to approximately $7.6 billion.
The Fund invests, under normal circumstances, at
least 80% of its net assets (excluding collateral held from securities lending),
plus the amount of any borrowings for investment purposes, in the investments
included in its Underlying Index. For additional information about the Fund’s
principal investment strategies, see “Additional Description of the Principal
Strategies of the Funds.”
P
RINCIPAL
R
ISKS
Investors in the Fund should be willing to accept
a high degree of volatility in the price of the Fund’s Shares and the
possibility of significant losses. An investment in the Fund involves a
substantial degree of risk and the Fund does not represent a complete investment
program. Therefore, you should consider carefully the following risks before
investing in the Fund. A more complete discussion of Principal Risks is included
under “Additional Description of the Principal Risks of the Funds.”
Index Risk
The performance of the Underlying Index and the
Fund may deviate from that of the sector the Underlying Index seeks to track due
to changes that are reflected in the sector more quickly than the quarterly
rebalancing process can track.
Tracking Error Risk
Although the Fund attempts to track the
performance of its Underlying Index, the Fund may not be able to duplicate its
exact composition or return for any number of reasons.
Foreign Securities Risk
The Fund invests in the securities of non-U.S.
issuers, which securities involve risks beyond those associated with investments
in U.S. securities.
Risks of Investing in Canada
Commodity Exposure Risk
. Any negative
changes in the agricultural or mining industries could have an adverse impact on
the Canadian economy.
Trading Partners Risk.
The Canadian
economy is heavily dependent upon trading with its key partners. Any reduction
in this trading may cause an adverse impact on the economy in which the Fund
invests.
Political Risk
. Past demands for
sovereignty by the province of Quebec have significantly affected equity
valuations and foreign currency movements in the Canadian market.
Mid Capitalization Companies Risk
The Fund invests in the securities of mid
capitalization companies, the value of which may be more volatile than those of
larger companies.
Foreign Securities Valuation Risk
To the extent the Fund calculates its NAV based
on fair value prices and the value of the Underlying Index is based on the
securities’ closing price on Canadian markets (
i.e.
, the value of the
Underlying Index is not based on fair value prices), the valuation of the Fund’s
NAV may deviate from the calculation of the Underlying Index.
Currency Risk
The Fund will invest in securities denominated in
Canadian dollars and much of the income received by the Fund will be in Canadian
dollars, but the Underlying Index and the Fund’s NAV will be calculated in U.S.
dollars. Furthermore the Fund may convert cash in U.S. dollars to Canadian
dollars to purchase securities. Both the Fund’s ability to track the Underlying
Index and Fund returns in general may be adversely impacted by changes in
currency exchange rates.
Risk of Investing in Depositary
Receipts
The Fund may invest in depositary receipts,
including certain unsponsored depositary receipts. Both sponsored and
unsponsored depositary receipts involve risk not experienced when investing
directly in the equity securities of an issuer.
Custody Risk
The Fund invests in securities markets that are
less developed than those in the U.S., which may expose the Fund to risks in the
process of clearing and settling trades and the holding of securities by local
banks, agents and depositories. The less developed a country’s securities market
is, the greater the likelihood of custody problems.
Market Risk
The market price of investments owned by the Fund
may go up or down, sometimes rapidly or unpredictably.
Replication Management Risk
Unlike many investment companies, the Fund is not
“actively” managed. Therefore, it would not necessarily sell a security because
the security’s issuer was in financial trouble unless that security is removed
from the Underlying Index.
Non-Diversified Risk
The Fund is classified as a “non-diversified”
investment company under the Investment Company Act of 1940 (the “1940 Act”) and
is subject to the risk that it will be more volatile than a diversified fund because the Fund may invest
its assets in a smaller number of issuers or may invest larger proportions of
its assets in a single industry within the industries that comprise the
Underlying Index.
Concentration Risk
To the extent that the Fund’s investments are
concentrated in a particular country, market, industry or asset class, the Fund
will be susceptible to loss due to adverse occurrences affecting that country,
market, industry or asset class.
New Fund Risk
The Fund is a new fund. As a new fund, there can
be no assurance that it will grow to or maintain an economically viable size, in
which case it may experience greater tracking error to its Underlying Index than
it otherwise would at higher asset levels or it could ultimately liquidate.
Trading Price Risk
Although it is expected that generally the market
price of the Shares will approximate the Fund’s NAV, there may be times when the
market price in the Secondary Market and the NAV vary significantly.
Management Risk
The strategy used by the Advisor to match the
performance of the Underlying Index may fail to produce the intended
results.
P
ERFORMANCE
I
NFORMATION
As of the date of this Prospectus, the Fund has
not yet commenced operations and therefore does not report its performance
information.
I
NVESTMENT
A
DVISOR
IndexIQ Advisors LLC (the “Advisor”) is the
investment advisor to the Fund.
P
ORTFOLIO
M
ANAGER
The portfolio managers who are currently responsible for the day-to-day management of the Fund’s
portfolios are Paul (Teddy) Fusaro and Greg Barrato. Mr. Fusaro and Mr. Barrato will each serve as a portfolio manager of the
Fund upon their inception.
PURCHASE AND SALE OF FUND SHARES
Unlike conventional mutual funds, the Fund issues
and redeems Shares on a continuous basis, at net asset value (“NAV”), only in
blocks of 50,000 Shares or whole multiples thereof (“Creation Units”). The
Fund’s Creation Units are issued and redeemed principally in-kind for securities
included in the Fund. Retail investors may acquire Shares on NYSE Arca, Inc.
through a broker-dealer.
Shares of the Fund will trade at market price
rather than NAV. As such, Shares may trade at a price greater than NAV (premium)
or less than NAV (discount).
T
AX
I
NFORMATION
The Fund’s distributions are taxable and will
generally be taxed as ordinary income or capital gains.
F
INANCIAL
I
NTERMEDIARY
C
OMPENSATION
If you purchase the Fund through a broker-dealer
or other financial intermediary (such as a bank), the Advisor may pay the
intermediary for the sale of Fund Shares and related services. These payments
may create a conflict of interest by influencing the broker-dealer or other
intermediary and your salesperson to recommend the Fund over another investment.
Ask your salesperson or visit your financial intermediary’s website for more
information.
SUMMARY INFORMATION
IQ GLOBAL PRECIOUS METALS SMALL CAP ETF
I
NVESTMENT
O
BJECTIVE
The Fund seeks investment results that correspond
(before fees and expenses) generally to the price and yield performance of its
underlying index, the IQ Global Precious Metals Small Cap Index (the “Underlying
Index”).
F
EES AND
E
XPENSES OF THE
F
UND
This table describes the fees and expenses that
you may pay if you buy and hold shares of the Fund (“Shares”). Investors
purchasing Shares on a national securities exchange, national securities
association or over-the-counter trading system where Shares may trade from time
to time (each, a “Secondary Market”) may be subject to customary brokerage
commissions charged by their broker that are not reflected in the table set
forth below.
Shareholder Fees (fees paid directly from your
investment):
No shareholder fees are levied by the Fund for
purchases and sales made on the Secondary Market.
Annual Fund Operating Expenses (expenses that
you pay each year as a percentage of the value of your investment):
|
|
Management Fee
|
0.69%
|
Distribution and/or Service (12b-1) Fees
|
0.00%
|
Other Expenses
(a)
|
0.00%
|
Total Annual Fund Operating Expenses
|
0.69%
|
(a)
|
The Fund has not yet commenced operations and Other
Expenses are based on estimated amounts for the current fiscal year.
|
Example.
This example is intended to help
you compare the cost of investing in the Fund with the cost of investing in
other funds. This example does not take into account brokerage commissions that
you pay when purchasing or selling Shares of the Fund.
The example assumes that you invest $10,000 in
the Fund for the time periods indicated and then redeem all of your Shares at
the end of those periods. The example also assumes that your investment has a 5%
return each year and that the Fund’s operating expenses remain at current
levels. The return of 5% and estimated expenses are for illustration purposes
only, and should not be considered indicators of expected Fund expenses or
performance, which may be greater or less than the estimates. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:
P
ORTFOLIO
T
URNOVER
The Fund pays transaction costs, such as
commissions, when it buys and sells securities (or “turns over” its portfolio).
A higher portfolio turnover rate may indicate higher transaction costs and may
result in higher taxes when Shares are held in a taxable account. These costs,
which are not reflected in annual Fund operating expenses or in the example,
affect the Fund’s performance. As of the date of this Prospectus, the Fund had
not yet commenced operations.
P
RINCIPAL
I
NVESTMENT
S
TRATEGIES
The Fund employs a “passive management” – or
indexing – investment approach designed to track the performance of the
Underlying Index, which was developed by Financial Development Holdco LLC
(“IndexIQ”), the parent company of IndexIQ Advisors LLC, the Fund’s investment
advisor (the “Advisor”). The Underlying Index is a rules based, modified
capitalization weighted, float adjusted index intended to give investors a means
of tracking the overall performance of the global, small capitalization sector
of publicly traded companies that are engaged primarily in the gold and other
precious metals mining industries (“Precious Metals Companies”).
The components of the Underlying Index (the
“Underlying Index Components”) that are eligible for inclusion in the Underlying
Index include the following characteristics, measured as of each quarterly
rebalance date:
-
Minimum average daily trading volume of at least $1 million
for the prior 90 days; and
-
Minimum monthly volume of 250,000 shares each month over the
prior six months.
Securities of issuers with recent stock exchange
listings (
i.e.
, recent initial public offerings) may be added to the
Underlying Index on a quarterly basis, provided that the companies meet all
eligibility criteria and have been trading for more than ten trading days.
Existing Underlying Index Components whose average market
capitalization falls below $100 million or increases above the level 65% higher
than the Market Cap Ceiling for the 90 days prior to any rebalancing date will
no longer be eligible for inclusion.
The Underlying Index Components are selected
quarterly in connection with the reconstitution of the Underlying Index. Their
respective weights are rebalanced quarterly in connection with the rebalance of
the Underlying Index.
As of June 30, 2013, the United States (“U.S.”) dollar-denominated market capitalizations
of the Underlying Index Components ranged from approximately $177 million to approximately $1.4 billion.
The Fund invests, under normal circumstances, at
least 80% of its net assets (excluding collateral held from securities lending),
plus the amount of any borrowings for investment purposes, in the investments
included in its Underlying Index. For additional information about the Fund’s
principal investment strategies, see “Additional Description of the Principal
Strategies of the Funds.”
P
RINCIPAL
R
ISKS
Investors in the Fund should be willing to accept
a high degree of volatility in the price of the Fund’s Shares and the
possibility of significant losses. An investment in the Fund involves a
substantial degree of risk and the Fund does not represent a complete investment
program. Therefore, you should consider carefully the following risks before
investing in the Fund. A more complete discussion of Principal Risks is included
under “Additional Description of the Principal Risks of the Funds.”
Index Risk
The performance of the Underlying Index and the
Fund may deviate from that of the sector the Underlying Index seeks to track due
to changes that are reflected in the sector more quickly than the quarterly
rebalancing process can track.
Tracking Error Risk
Although the Fund attempts to track the
performance of its Underlying Index, the Fund may not be able to duplicate its
exact composition or return for any number of reasons.
Foreign Securities Risk
The Fund invests in the securities of non-U.S.
issuers, which securities involve risks beyond those associated with investments
in U.S. securities.
Small Capitalization Companies Risk
The Fund invests in the securities of small
capitalization companies, the value of which may be more volatile than those of
larger companies.
Precious Metals Sector Risk
Investments related to gold, silver and other
precious metals are considered speculative and are affected by a variety of
worldwide economic, financial and political factors, all of which may lead
to sharp fluctuations in prices over time, causing
volatility in the prices of the securities held by the Fund.
Relationship to Precious Metals
The Underlying Index measures the performance of
equity securities of Precious Metals Companies and not precious metals, which
may perform differently.
Foreign Securities Valuation Risk
To the extent the Fund calculates its NAV based
on fair value prices and the value of the Underlying Index is based on the
securities’ closing price on foreign markets (
i.e.
, the value of the
Underlying Index is not based on fair value prices), the valuation of the Fund’s
NAV may deviate from the calculation of the Underlying Index.
Currency Risk
The Fund will invest in part in securities
denominated in the currencies of non-U.S. countries and much of the income
received by the Fund will be in the currencies of non-U.S. countries, but the
Underlying Index and the Fund’s NAV will be calculated in U.S. dollars.
Furthermore the Fund may convert cash in U.S. dollars to the currencies of
non-U.S. countries to purchase securities. Both the Fund’s ability to track the
Underlying Index and Fund returns in general may be adversely impacted by
changes in currency exchange rates.
Equity Risk
The value of the securities held by the Fund may
fall due to general market and economic conditions, perceptions regarding the
industries in which the issuers of securities held by the Fund participate or
factors relating to specific companies in which the Fund invests.
Risk of Investing in Depositary
Receipts
The Fund may invest in depositary receipts,
including certain unsponsored depositary receipts. Both sponsored and
unsponsored depositary receipts involve risk not experienced when investing
directly in the equity securities of an issuer.
Custody Risk
The Fund invests in securities markets that are
less developed than those in the U.S., which may expose the Fund to risks in the
process of clearing and settling trades and the holding of securities by local
banks, agents and depositories. The less developed a country’s securities market
is, the greater the likelihood of custody problems.
Market Risk
The market price of investments owned by the Fund
may go up or down, sometimes rapidly or unpredictably.
Replication Management Risk
Unlike many investment companies, the Fund is not
“actively” managed. Therefore, it would not necessarily sell a security because
the security’s issuer was in financial trouble unless that security is removed
from the Underlying Index.
Non-Diversified Risk
The Fund is classified as a “non-diversified”
investment company under the Investment Company Act of 1940 (the “1940 Act”) and
is subject to the risk that it will be more volatile than a diversified fund
because the Fund may invest its assets in a smaller number of issuers or may
invest larger proportions of its assets in a single industry within the
industries that comprise the Underlying Index.
Concentration Risk
To the extent that the Fund’s investments are
concentrated in a particular country, market, industry or asset class, the Fund
will be susceptible to loss due to adverse occurrences affecting that country,
market, industry or asset class.
New Fund Risk
The Fund is a new fund. As a new fund, there can
be no assurance that it will grow to or maintain an economically viable size, in
which case it may experience greater tracking error to its Underlying Index than
it otherwise would at higher asset levels or it could ultimately liquidate.
Trading Price Risk
Although it is expected that generally the market
price of the Shares will approximate the Fund’s NAV, there may be times when the
market price in the Secondary Market and the NAV vary significantly.
Management Risk
The strategy used by the Advisor to match the
performance of the Underlying Index may fail to produce the intended
results.
P
ERFORMANCE
I
NFORMATION
As of the date of this Prospectus, the Fund has
not yet commenced operations and therefore does not report its performance
information.
I
NVESTMENT
A
DVISOR
IndexIQ Advisors LLC (the “Advisor”) is the
investment advisor to the Fund.
P
ORTFOLIO
M
ANAGER
The portfolio managers who are currently responsible for the day-to-day management of the Fund’s
portfolios are Paul (Teddy) Fusaro and Greg Barrato. Mr. Fusaro and Mr. Barrato will each serve as a portfolio manager of the
Fund upon their inception.
P
URCHASE AND
S
ALE OF
F
UND
S
HARES
Unlike conventional mutual funds, the Fund issues
and redeems Shares on a continuous basis, at net asset value (“NAV”), only in
blocks of 50,000 Shares or whole multiples thereof (“Creation Units”). The
Fund’s Creation Units are issued and redeemed principally in-kind for securities
included in the Fund. Retail investors may acquire Shares on NYSE Arca, Inc.
through a broker-dealer. Shares of the Fund will trade at market price rather
than NAV. As such, Shares may trade at a price greater than NAV (premium) or
less than NAV (discount).
T
AX
I
NFORMATION
The Fund’s distributions are taxable and will
generally be taxed as ordinary income or capital gains.
F
INANCIAL
I
NTERMEDIARY
C
OMPENSATION
If you purchase the Fund through a broker-dealer
or other financial intermediary (such as a bank), the Advisor may pay the
intermediary for the sale of Fund Shares and related services. These payments
may create a conflict of interest by influencing the broker-dealer or other
intermediary and your salesperson to recommend the Fund over another investment.
Ask your salesperson or visit your financial intermediary’s website for more
information.
IQ U.S. REAL ESTATE SMALL CAP ETF
I
NVESTMENT
O
BJECTIVE
The Fund seeks investment results that correspond
(before fees and expenses) generally to the price and yield performance of its
underlying index, the IQ U.S. Real Estate Small Cap Index (the “Underlying
Index”).
F
EES AND
E
XPENSES OF THE
F
UND
This table describes the fees and expenses that
you may pay if you buy and hold shares of the Fund (“Shares”). Investors
purchasing Shares on a national securities exchange, national securities
association or over-the-counter trading system where Shares may trade from time
to time (each, a “Secondary Market”) may be subject to customary brokerage
commissions charged by their broker that are not reflected in the table set
forth below.
Shareholder Fees (fees paid directly from your
investment):
No shareholder fees are levied by the Fund for
purchases and sales made on the Secondary Market.
Annual Fund Operating Expenses (expenses that
you pay each year as a percentage of the value of your investment):
|
|
Management Fee
|
0.69%
|
Distribution and/or Service (12b-1) Fees
|
0.00%
|
Other
Expenses
(a)
|
0.00%
|
Total Annual Fund Operating Expenses
|
0.69%
|
(a)
|
Other expenses include the Fund’s pro rata share of fees
and expenses incurred indirectly as a result of investing in other funds,
including ETFs and money market funds.
|
Example.
This example is intended to help
you compare the cost of investing in the Fund with the cost of investing in
other funds. This example does not take into account brokerage commissions that
you pay when purchasing or selling Shares of the Fund.
The example assumes that you invest $10,000 in
the Fund for the time periods indicated and then redeem all of your Shares at
the end of those periods. The example also assumes that your investment has a 5%
return each year and that the Fund’s operating expenses remain at current
levels. The return of 5% and estimated expenses are for illustration purposes
only, and should not be considered indicators of expected Fund expenses or
performance, which may be greater or less than the estimates. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:
|
|
|
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
|
$70
|
$221
|
$384
|
$859
|
P
ORTFOLIO
T
URNOVER
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or
“turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result
in higher taxes when Shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses
or in the example, affect the Fund’s performance. During the most recent fiscal year ended, the Fund’s portfolio turnover
rate was 16% of the average value of its portfolio.
P
RINCIPAL
I
NVESTMENT
S
TRATEGIES
The Fund employs a “passive management” – or
indexing – investment approach designed to track the performance of the
Underlying Index, which was developed by Financial Development Holdco LLC
(“IndexIQ”), the parent company of IndexIQ Advisors LLC, the Fund’s investment
advisor (the “Advisor”). The Underlying Index is a rules based, modified
capitalization weighted, float adjusted index intended to give investors a means
of tracking the overall performance of the small capitalization sector of
publicly traded companies domiciled and primarily listed on an exchange in the
United States (“U.S.”) and that invest in real estate, such as Real Estate
Investment Trusts (“REITs”) or real estate holding companies (collectively,
“Real Estate Companies”).
Under normal circumstances, the Fund invests at
least 80% of its net assets, plus the amount of any borrowings for investment
purposes, in the components that make up its Underlying Index (the “Underlying
Index Components”). The Underlying Index Components that are eligible for
inclusion in the Underlying Index include the following characteristics,
measured as of each quarterly rebalance date:
-
Issuer domiciled in the U.S.;
-
Primary stock exchange listing in the U.S.;
-
Minimum average market capitalization of $150 million for the
prior 90 days and as of the quarterly rebalance date;
-
Minimum average daily trading volume of at least $1 million
for the prior 90 days; and
-
Minimum monthly volume of 250,000 shares each month over the
prior six months.
Securities of issuers with recent stock exchange
listings (
i.e.
, recent initial public offerings) may be added to the
Underlying Index on a quarterly basis, provided that the companies meet all eligibility criteria and have been trading for
more than ten trading days. Existing Underlying Index Components whose average
market capitalization falls below $100 million or increases above the level 65%
higher than the Market Cap Ceiling for the 90 days prior to any rebalancing date
will no longer be eligible for inclusion.
The Underlying Index Components are selected
quarterly in connection with the reconstitution of the Underlying Index. Their
respective weights are rebalanced quarterly in connection with the rebalance of
the Underlying Index.
As of June 30, 2013, the U.S. dollar-denominated market capitalizations of the Underlying Index
Components ranged from approximately $165 million to approximately $1.7 billion.
The Fund invests, under normal circumstances, at
least 80% of its net assets (excluding collateral held from securities lending),
plus the amount of any borrowings for investment purposes, in the investments
included in its Underlying Index. For additional information about the Fund’s
principal investment strategies, see “Additional Description of the Principal
Strategies of the Funds.”
P
RINCIPAL
R
ISKS
Investors in the Fund should be willing to accept
a high degree of volatility in the price of the Fund’s Shares and the
possibility of significant losses. An investment in the Fund involves a
substantial degree of risk and the Fund does not represent a complete investment
program. Therefore, you should consider carefully the following risks before
investing in the Fund. A more complete discussion of Principal Risks is included
under “Additional Description of the Principal Risks of the Funds.”
Index Risk
The performance of the Underlying Index and the
Fund may deviate from that of the sector the Underlying Index seeks to track due
to changes that are reflected in the sector more quickly than the quarterly
rebalancing process can track.
Tracking Error Risk
Although the Fund attempts to track the
performance of its Underlying Index, the Fund may not be able to duplicate its
exact composition or return for any number of reasons.
Small Capitalization Companies Risk
The Fund invests in the securities of small
capitalization companies, the value of which may be more volatile than those of
larger companies.
Real Estate Investment Risks
The Fund invests in companies that invest in real
estate and thus is exposed to risks inherent to the real estate market,
including concentration risk, interest rate risk, leverage risk, property risk
and management risk.
Market Risk
The market price of investments owned by the Fund
may go up or down, sometimes rapidly or unpredictably.
Replication Management Risk
Unlike many investment companies, the Fund is not
“actively” managed. Therefore, it would not necessarily sell a security because
the security’s issuer was in financial trouble unless that security is removed
from the Underlying Index.
Non-Diversified Risk
The Fund is classified as a “non-diversified”
investment company under the Investment Company Act of 1940 (the “1940 Act”) and
is subject to the risk that it will be more volatile than a diversified fund
because the Fund may invest its assets in a smaller number of issuers or may
invest larger proportions of its assets in a single industry within the
industries that comprise the Underlying Index.
Concentration Risk
To the extent that the Fund’s investments are
concentrated in a particular country, market, industry or asset class, the Fund
will be susceptible to loss due to adverse occurrences affecting that country,
market, industry or asset class.
Trading Price Risk
Although it is expected that generally the market
price of the Shares will approximate the Fund’s NAV, there may be times when the
market price in the Secondary Market and the NAV vary significantly.
Management Risk
The strategy used by the Advisor to match the
performance of the Underlying Index may fail to produce the intended
results.
P
ERFORMANCE
I
NFORMATION
The bar chart that follows shows the annual total returns of the Fund for a full calendar year.
The table that follows the bar chart shows the Fund’s average annual total returns, both before and after taxes. The bar
chart and table provide an indication of the risks of investing in the Fund by comparing the Fund’s performance from year
to year and by showing how the Fund’s average annual returns for one calendar year compared with its underlying index and
additional broad measures of market performance. The Dow Jones U.S. Real Estate Index measures the stock performance of REITs
and real estate operating companies in the U.S.
All returns assume reinvestment of dividends and distributions.
The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the
future. Fund performance current to the most recent month-end is available by calling 1-888-934-0777 or by visiting
www.indexiq.com
.
The Fund’s year-to-date total return as of June 30, 2013 was 9.84%.
Best and Worst Quarter Returns (for the period
reflected in the bar chart above)
|
Return
|
Quarter/Year
|
Highest
Return
|
14.39%
|
1Q/2012
|
Lowest
Return
|
3.98%
|
2Q/2012
|
Average
Annual Total Returns as of December 31, 2012
|
1 Year
|
Since Inception (1)
|
Returns
before taxes
|
34.09
|
%
|
13.68
|
%
|
Returns after
taxes on distributions (2)
|
31.93
|
%
|
11.95
|
%
|
Returns after
taxes on distributions and sale of Fund shares (2)
|
22.04
|
%
|
10.65
|
%
|
IQ U.S. Real Estate Small Cap Index
|
35.16
|
%
|
14.57
|
%
|
(reflects
no deduction for fees, expenses or taxes)
|
|
|
|
|
Dow Jones U.S. Real Estate Index
|
18.93
|
%
|
19.03
|
%
|
(1)
|
The Fund commenced operations on June 13, 2011.
|
(2)
|
After-tax returns are calculated using the highest
historical individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax
returns depend on your tax situation and may differ from those shown and are not relevant if you hold your shares through tax-deferred
arrangements, such as 401(k) plans or individual retirement accounts. In some cases the return after taxes may exceed the return
before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.
|
I
NVESTMENT
A
DVISOR
IndexIQ Advisors LLC (the “Advisor”) is the
investment advisor to the Fund.
P
ORTFOLIO
M
ANAGER
The professionals primarily responsible for the day-to-day management of the Fund are Paul
(Teddy) Fusaro and Greg Barrato. Mr. Fusaro, who is Senior Vice President of the Advisor, has been a portfolio manager of the
Fund since August 2013 and Mr. Barrato, who is Senior Vice President of the Advisor, has been a portfolio manager of the Fund
since its inception.
P
URCHASE AND
S
ALE OF
F
UND
S
HARES
Unlike conventional mutual funds, the Fund issues
and redeems Shares on a continuous basis, at net asset value (“NAV”), only in
blocks of 50,000 Shares or whole multiples thereof (“Creation Units”). The
Fund’s Creation Units are issued and redeemed principally in-kind for securities
included in the Fund. Retail investors may acquire Shares on NYSE Arca, Inc.
through a broker-dealer. Shares of the Fund will trade at market price rather
than NAV. As such, Shares may trade at a price greater than NAV (premium) or
less than NAV (discount).
T
AX
I
NFORMATION
The Fund’s distributions are taxable and will
generally be taxed as ordinary income or capital gains.
F
INANCIAL
I
NTERMEDIARY
C
OMPENSATION
If you purchase the Fund through a broker-dealer
or other financial intermediary (such as a bank), the Advisor may pay the
intermediary for the sale of Fund Shares and related services. These payments
may create a conflict of interest by influencing the broker-dealer or other
intermediary and your salesperson to recommend the Fund over another investment.
Ask your salesperson or visit your financial intermediary’s website for more
information.
OVERVIEW
The Trust is an investment company consisting of
separate investment portfolios (each, a “Fund”) that are exchange-traded funds
(“ETFs”). ETFs are funds whose shares are listed on a stock exchange and traded
like equity securities at market prices. ETFs, such as the Funds, allow you to
buy or sell shares that represent the collective performance of a selected group
of securities. ETFs are designed to add the flexibility, ease and liquidity of
stock-trading to the benefits of traditional index fund investing. The
investment objective of each Fund is to replicate as closely as possible, before
fees and expenses, the price and yield performance of a particular index (each,
an “Underlying Index”) developed by Financial Development Holdco LLC
(“IndexIQ”), the parent company of the Funds’ investment advisor.
This prospectus provides the information you need
to make an informed decision about investing in the Funds. It contains important
facts about the Trust as a whole and each Fund in particular.
IndexIQ Advisors LLC (the “Advisor”) is the
investment advisor to each Fund.
PREMIUM/DISCOUNT INFORMATION
As of the date of this Prospectus, the IQ Mexico
Small Cap ETF, IQ Asian Tigers ETF, IQ Asian Tigers Consumer ETF, IQ Asian
Tigers Small Cap ETF, IQ Asia Pacific ex-Japan Small Cap ETF, IQ Australia Mid
Cap ETF, IQ Canada Mid Cap ETF and IQ Global Precious Metals Small Cap ETF have
not yet commenced operations and therefore have not accumulated information to
report regarding the extent and frequency with which market prices of Shares
have tracked such Funds’ NAV.
Information regarding the extent and frequency
with which market prices of Shares have tracked the relevant Fund’s NAV for the
most recently completed calendar year and the quarters since that year will be
available without charge on the Funds’ website at www.indexiq.com.
ADDITIONAL DESCRIPTION OF THE PRINCIPAL STRATEGIES OF
THE FUNDS
Each Fund employs a “passive management” – or
indexing – investment approach designed to track the performance of its
Underlying Index. The Advisor seeks a correlation over time of 0.95 or better
between each Fund’s performance, before fees and expenses, and the performance
of its Underlying Index. A figure of 1.00 would represent perfect
correlation.
Each Fund generally will invest in all of the securities that comprise its Underlying Index
in proportion to their weightings in the Underlying Index; however, under various circumstances, it may not be possible or practicable
to purchase all of the securities in the Underlying Index in those weightings. In those circumstances, the Fund may purchase a
sample of the securities in the Underlying Index or utilize various combinations of other available investment techniques in seeking
to replicate generally the performance of the Underlying Index as a whole.
Under normal circumstances, each Fund invests at least 80% of its net assets (excluding collateral
held from securities lending), plus the amount of any borrowings for investment purposes, in the components that make up its Underlying
Index (the “Underlying Index Components”) and, with the exception of the IQ U.S. Real Estate Small Cap ETF, in depositary
receipts based on the securities in its Underlying Index.
Underlying Index Components are selected quarterly for all of the Underlying Indexes in connection
with the reconstitution of the relevant Underlying Index (the “Underlying Index Reconstitution”). The respective weights
of the Underlying Index Components are rebalanced quarterly using a modified capitalization weighted, float adjusted methodology,
as further modified so as to ensure compliance with the diversification requirements of Subchapter M of the Internal Revenue Code,
in connection with the rebalance of the Underlying Index (the “Underlying Index Rebalance”). The Underlying Index
Reconstitution and Underlying Index Rebalance for the IQ Mexico Small Cap ETF, IQ Australia Mid Cap ETF and IQ Canada Mid Cap
ETF occur quarterly on the third Friday of March, June, September and December. The Underlying Index Reconstitution and Underlying
Index Rebalance for the IQ Asian Tigers ETF, IQ Asian Tigers Consumer ETF, IQ Asian Tigers Small Cap ETF, IQ Asia Pacific ex-Japan
Small Cap ETF, IQ U.S. Real Estate Small Cap ETF and IQ Global Precious Metals Small Cap ETF occur quarterly on the fourth Friday
of March, June, September and December. Share weights of the Underlying Index Components remain constant between quarters, except
in the event of certain types of corporate actions, including stock splits and reverse stock splits.
Each Fund may invest up to 20% of its net assets
in investments not included in the Underlying Index, but which the Advisor
believes will help the Fund track its Underlying Index. For example, there may
be instances in which the Advisor may choose to purchase (or sell) securities
not in the Underlying Index which the Advisor believes are appropriate to
substitute for one or more Underlying Index Components in seeking to replicate,
before fees and expenses, the performance of the Underlying Index.
Furthermore, each Fund may invest in one or more
financial instruments, including but not limited to futures contracts, swap
agreements and forward contracts, reverse repurchase agreements, and options on
securities, indices and futures contracts (“Financial Instruments”). As an
example of the use of such Financial Instruments, a Fund may use total return
swaps on one or more Underlying Index Components in order to achieve exposures
that are similar to those of the Underlying Index.
As Fund cash flows permit, the Advisor may use
cash flows to adjust the weights of each Fund’s underlying investments in an
effort to minimize any differences in weights between the Fund and its
Underlying Index.
The Underlying Index Components of each Fund
other than the IQ U.S. Real Estate Small Cap ETF generally provide exposure to
non-U.S. equity securities. Under normal circumstances, at least 80% of each
such Fund’s assets will be invested in securities of issuers domiciled and
listed on an exchange in the country or countries designated for such Fund, or
depository receipts based on the securities of such issuers. At least 40% of the
net assets of the IQ Global Precious Metals Small Cap ETF’s will be comprised of
securities of issuers in two or more non-U.S. countries, based on domicile or
depository receipts based on the securities of such issuers.
For the IQ Asian Tigers Consumer ETF and IQ
Global Precious Metals Small Cap ETF, under normal circumstances, at least 80%
of each such Fund’s assets will be comprised of securities of issuers primarily
engaged in the consumer sector or gold and precious metals mining sector, as
applicable or depository receipts based on the securities of such issuers.
For the IQ U.S. Real Estate Small Cap ETF, under
normal circumstances, at least 80% of the Fund’s assets will be comprised of
securities of issuers primarily engaged in the real estate sector.
For the IQ Mexico Small Cap ETF, IQ Asian Tigers
Small Cap ETF and IQ Asia Pacific ex-Japan Small Cap ETF, under normal
circumstances, at least 80% of each such Fund’s assets will be invested in
securities of issuers with market capitalization greater than $150 million and
capitalization in the bottom 15% ranking of companies in the country or
countries designated for such Fund based on market capitalization, as measured
on rebalance days of the Fund, or depository receipts based on the securities of
such issuers.
For the IQ U.S. Real Estate Small Cap ETF, under
normal circumstances, at least 80% of the Fund’s assets will be invested in
securities of issuers with market capitalization greater than $150 million and
capitalization in the bottom 10% ranking of real estate investment companies in
the U.S. based on market capitalization, as measured on rebalance days of the
Fund.
For the IQ Global Precious Metals Small Cap ETF,
under normal circumstances, at least 80% of the Fund’s assets will be invested
in securities of issuers with market capitalization greater than $150 million
and capitalization in the bottom 10% ranking of precious metals mining companies
globally based on market capitalization, as measured on rebalance days of the
Fund, or depository receipts based on the securities of such issuers.
For the IQ Australia Mid Cap ETF and IQ Canada Mid Cap ETF, under normal circumstances, at least
80% of the Fund’s assets will be invested in securities of issuers with market capitalization greater than $500 million
and capitalization in the range between the top 85% and the top 70% ranking of companies (in other words, issuers with market
capitalizations in the top 70% ranking (large cap) or bottom 15% ranking (small cap) are ineligible) in the countries designated
for the Fund based on market capitalization, as measured on rebalance days of the Fund, or depository receipts based on the securities
of such issuers.
To the extent the Advisor makes investments on behalf of the Fund that are regulated by the Commodities Futures Trading Commission, it intends to do so in accordance with Rule 4.5 under the Commodity Exchange Act (“CEA”). The Advisor, has filed a notice of eligibility for exclusion from the definition of the term “commodity pool operator” in accordance with Rule 4.5 and is therefore not subject to registration as a commodity pool operator under the CEA.
ADDITIONAL DESCRIPTION OF THE PRINCIPAL RISKS OF THE
FUNDS
Investors in the Funds should carefully consider
the risks of investing in the Funds as set forth in each Fund’s Summary
Information section under “Principal Risks.” To the extent such risks apply,
they are discussed hereunder in greater detail. Unless otherwise noted, the
following risks apply to all of the Funds.
Index Risk
The Underlying Indexes are new and have limited
historical performance data that is not predictive of future results. The
Underlying Indexes and the Funds rebalance only on a quarterly basis, which may
cause the performance of the Underlying Indexes and the Funds to deviate from
that of the sector the Underlying Indexes seeks to track due to changes that are
reflected in the sector more quickly than the quarterly rebalancing process can
track.
Tracking Error Risk
The Funds’ performance may not match their
respective Underlying Indexes during any period of time. Although each Fund
attempts to track the performance of its Underlying Index, the Fund may not be
able to duplicate its exact composition or return for any number of reasons,
including but not limited to risk that the strategies used by the Advisor to
match the performance of the Underlying Index may fail to produce the intended
results, liquidity risk and new fund risk, as well as the incurring of Fund
expenses, which the Underlying Index does not incur. For example, a Fund may not
be able to invest in certain securities included in its Underlying Index due to
restrictions or limitations imposed, by or a lack of liquidity in, certain
countries and stock exchanges in which such securities trade, or may be delayed
in purchasing or selling securities included in the Underlying Index. To the
extent a Fund intends to engage in a significant portion in cash transactions
for the creation and redemption of Shares, such practice may affect the Fund’s
ability to match the return of its Underlying Index. In addition, tracking error
may be created by “Foreign Securities Valuation Risk,” “Currency Risk,” “Risk of
Investing in Depositary Receipts” or the use of derivative instruments to track
Underlying Index Components.
Foreign Securities Risk
The following risk applies to each Fund except
the IQ U.S. Real Estate Small Cap ETF.
Investments in the securities of non-U.S. issuers
involve risks beyond those associated with investments in U.S. securities. These
additional risks include greater market volatility, the availability of less
reliable financial information, higher transactional and custody costs, taxation
by foreign governments, decreased market liquidity and political instability.
Foreign issuers are often subject to less stringent requirements regarding
accounting, auditing, financial reporting and record keeping than are U.S.
issuers, and therefore not all material information will be available.
Securities exchanges or foreign governments may adopt rules or regulations that
may negatively impact a Fund’s ability to invest in foreign securities or may
prevent a Fund from repatriating its investments. In addition, a Fund may not
receive shareholder communications or be permitted to vote the securities that
it holds, as the issuers may be under no legal obligation to distribute
them.
Emerging Markets Risk
The following risk applies to the IQ Asian Tigers ETF, IQ Asian Tigers Consumer ETF and IQ Asian
Tigers Small Cap ETF.
Investment in emerging markets subjects the Fund
to a greater risk of loss than investments in a developed market. This is due
to, among other things, greater market volatility, lower trading volume,
political and economic instability, high levels of inflation, deflation or
currency devaluation, greater risk of market shut down, and more governmental
limitations on foreign investment policy than those typically found in a
developed market. In addition, the financial stability of issuers (including
governments) in emerging market countries may be more precarious than in other
countries. As a result, there will tend to be an increased risk of price
volatility in a Fund’s investments in emerging market countries, which may be
magnified by currency fluctuations relative to the U.S. dollar. Settlement
practices for transactions in foreign markets may differ from those in U.S. markets.
Such differences include delays beyond periods customary in the U.S. and
practices, such as delivery of securities prior to receipt of payment, which
increase the likelihood of a “failed settlement.” Failed settlements can result
in losses to the Fund. For these and other reasons, investments in emerging
markets are often considered speculative.
Risks of Investing in Asia Pacific ex-Japan
Region
The following risks apply to the IQ Asia Pacific
ex-Japan Small Cap ETF.
Commodity Exposure Risk
. The agricultural
and mining sectors of Australia’s and New Zealand’s economies account for the
majority of their exports. Both countries are susceptible to fluctuations in the
commodity markets and, in particular, in the price and demand for agricultural
products and natural resources.
Lack of Natural Resources Risk.
Hong Kong
and Singapore are small island states with few raw material resources and
limited land area and each is reliant on imports for their commodity needs. Any
fluctuations or shortages in the commodity markets could have a negative impact
on these economies. Given its size and position, Singapore is also particularly
influenced by socio-political and economic conditions of its neighbors,
Indonesia and Malaysia, relying on both as markets for Singapore’s service
industry and on Malaysia for its raw water supply.
Trading Partners Risk
. The countries in
the Asia Pacific ex-Japan region are dependent on the economies of Asia,
Australasia, Europe and the U.S. as key trading partners. Reduction in spending
by any of these economies on Asia Pacific ex-Japan products and services or
negative changes in any of these economies may cause an adverse impact on the
Asia Pacific ex-Japan economies:
-
Asian Economic Risk
. Certain Asian economies
experience over-extension of credit, currency devaluations and restrictions,
rising unemployment, high inflation, decreased exports and economic
recessions. Economic events in any one country can have a significant effect
on the entire Asian region as well as on major trading partners outside Asia
and any adverse event in the Asian markets may have a significant adverse
effect on the Asia Pacific ex-Japan economies.
-
Australasian Economic Risk
. The economies of
Australasia, which include Australia and New Zealand, are dependent on exports
from the agricultural and mining sectors. This makes Australasian economies
susceptible to fluctuations in the commodity markets.
Australasian
economies are also increasingly dependent on their growing service
industries.
-
European Economic Risk
. Decreasing European imports or
exports, changes in European governmental regulations on trade, changes in the
exchange rate of the Euro and recessions in EU economies may have a
significant adverse effect on the economies of EU members and their trade with
Asia Pacific ex-Japan countries. The economic and monetary union of the EU
requires compliance with restrictions on inflation rates, deficits, interest
rates, debt levels and fiscal and monetary controls, each of which may
significantly affect every country in Europe and may impact trade with Asia
Pacific ex- Japan countries.
-
U.S. Economic Risk
. The U.S. is a large trading
partner and source of capital for Asia Pacific ex-Japan countries. Decreasing
U.S. imports, new trade regulations, changes in the U.S. dollar exchange rates
or a recession in the U.S. may have an adverse impact on the Asia Pacific
ex-Japan economy.
Risks of Investing in Australia
The following risks apply the IQ Asia Pacific
ex-Japan Small Cap ETF and the IQ Australia Mid Cap ETF.
Commodity Exposure Risk
. The agricultural
and mining sectors of Australia’s economy account for the majority of its
exports. Australia is susceptible to fluctuations in the commodity markets and,
in particular, in the price and demand for agricultural products and natural
resources. Any negative changes in these sectors could have an adverse impact on
the Australian economy.
Geographic Risk
. Australia is located in a
part of the world that has historically been prone to natural disasters such as
drought and is economically sensitive to environmental events. Any such event
could result in a significant adverse impact on the Australian economy.
Trading Partners Risk
. The Australian
economy is dependent on the economies of the U.S., Asia and Europe as key
trading partners. Reduction in spending by any of these economies on Australian
products and services or negative changes in any of these economies may cause an
adverse impact on the Australian economy:
-
European Economic Risk
. Decreasing European imports or
exports, changes in European governmental regulations on trade, changes in the
exchange rate of the Euro and recessions in European Union (“EU”) economies
may have a significant adverse effect on the economies of EU members and their
trade with Australia. The economic and monetary union of the EU requires
compliance with restrictions on inflation rates, deficits, interest rates,
debt levels and fiscal and monetary controls, each of which may significantly
affect every country in Europe and may impact trade with Australia.
-
U.S. Economic Risk
. The U.S. is Australia’s largest
trade and investment partner. Decreasing U.S. imports, new trade regulations,
changes in the U.S. dollar exchange rates or a recession in the U.S. may have
an adverse impact on the Australian economy.
-
Asian Economic Risk
. Certain Asian economies
experience over-extension of credit, currency devaluations and restrictions,
rising unemployment, high inflation, decreased exports and economic
recessions. Economic events in any one country can have a significant effect
on the entire Asian region as well as on major trading partners outside Asia
and any adverse event in the Asian markets may have a significant adverse
effect on the Australian economy.
Risks of Investing in Canada
The following risks apply to the IQ Canada Mid
Cap ETF.
Commodity Exposure Risk
. The Canadian
economy is highly dependent on the demand for and price of natural resources. As
a result, the Canadian market is relatively concentrated in issuers involved in
the production and distribution of natural resources and any changes in these
sectors could have an adverse impact on the Canadian economy.
Trading Partners Risk
. The Canadian
economy is dependent on the economies of the U.S., Mexico and Europe as key
trading partners. Reduction in spending by any of these economies on Canadian
products and services or negative changes in any of these economies may cause an
adverse impact on the Canadian economy:
-
North American Economic Risk
. The U.S. is Canada’s
largest trade and investment partner and the Canadian economy is significantly
affected by developments in the U.S. economy. Since the implementation of the
North American Free Trade Agreement (“NAFTA”) in 1994 among Canada, the U.S.
and Mexico, total two-way merchandise trade between the U.S. and Canada has
more than doubled. To further this relationship, the three NAFTA countries
entered into the security and prosperity partnership of North America in March
2005, which may further affect Canada’s dependency on the U.S. economy. Any
downturn in U.S. or Mexican economic activity is likely to have an adverse
impact on the Canadian economy.
-
European Economic Risk
. Decreasing European imports or
exports, changes in European governmental regulations on trade, changes in the
exchange rate of the Euro and recessions in EU economies may have a
significant adverse effect on the economies of EU members and their trade with
Canada. The economic and monetary union of the EU requires compliance with
restrictions on inflation rates, deficits, interest rates, debt levels and
fiscal and monetary controls, each of which may significantly affect every
country in Europe and may impact trade with Canada.
Political Risk
. Past demands for
sovereignty by the province of Quebec have significantly affected equity
valuations and foreign currency movements in the Canadian market.
Risks of Investing in Hong Kong
The following risks apply to the IQ Asian Tigers
ETF, IQ Asian Tigers Consumer ETF, the IQ Asian Tigers Small Cap ETF, and the IQ
Asia Pacific ex-Japan Small Cap ETF.
Financial Services Exposure Risk
. The Hong
Kong economy is highly dependent on the health of the financial services
industry. As a result, the Hong Kong market is relatively concentrated in
issuers involved in financial services and any changes in this sector could have
an adverse impact on the Hong Kong economy.
Geographic Risk
. Hong Kong is located in a part of the world that has historically been
prone to natural disasters such as earthquakes and flooding and is economically sensitive to environmental events. Any such event
could result in a significant adverse impact on the Hong Kong economy.
Trading Partners Risk
. The Hong Kong economy is dependent on the economies of the Asia,
Europe and the U.S. as key trading partners. Reduction in spending by these economies on Hong Kong products and services, or a
downturn in any of these economies may have an adverse impact on the Hong Kong economy.
-
Asian Economic Risk
. Certain Asian economies
experience over-extension of credit, currency devaluations and restrictions,
rising unemployment, high inflation, decreased exports and economic
recessions. Economic events in any one country can have a significant effect
on the entire Asian region as well as on major trading partners outside Asia
and any adverse event in the Asian markets may have a significant adverse
effect on the Hong Kong economy.
-
European Economic Risk
. Decreasing European imports or
exports, changes in European governmental regulations on trade, changes in the
exchange rate of the Euro and recessions in EU economies may have a
significant adverse effect on the economies of EU members and their trade with
Hong Kong. The economic and monetary union of the EU requires compliance with
restrictions on inflation rates, deficits, interest rates, debt levels and
fiscal and monetary controls, each of which may significantly affect every
country in Europe and may impact trade with Hong Kong.
-
U.S. Economic Risk
. The U.S. is a large trade and
investment partner of Hong Kong. Decreasing U.S. imports, new trade
regulations, changes in the U.S. dollar exchange rates or a recession in the
U.S. may have an adverse impact on the Hong Kong economy.
Political Risk
. Hong Kong reverted to
Chinese sovereignty on July 1, 1997 as a Special Administrative Region (SAR) of
the People’s Republic of China under the principle of “one country, two
systems.” Although China is obligated to maintain the current capitalist
economic and social system of Hong Kong through June 30, 2047, the continuation
of economic and social freedoms enjoyed in Hong Kong is dependent on the
government of China. Any attempt by China to tighten its control over Hong
Kong’s political, economic or social policies may result in an adverse effect on
Hong Kong’s economy and its securities market.
Business Partner Risk
. From time to time,
certain of the companies comprising the Index that are located in Hong Kong may
operate in, or have dealings with, countries subject to sanctions or embargoes
imposed by the U.S. government and the United Nations and/or in countries
identified by the U.S. government as state sponsors of terrorism. One or more of
these companies may be subject to constraints under U.S. law or regulations
which could negatively affect the company’s performance, and/or could suffer
damage to its reputation if it is identified as a company which invests or deals
with countries which are identified by the U.S. government as state sponsors of
terrorism or subject to sanctions. As an investor in such companies, the Fund is
indirectly subject to those risks.
Lack of Natural Resources Risk
. Hong Kong
is a small island state with few raw material resources and limited land area
and is reliant on imports for its commodity needs. Any fluctuations or shortages in the commodity
markets could have a negative impact on the Hong Kong economy.
Risks of Investing in Indonesia
The following risks apply to the IQ Asian Tigers ETF, IQ Asian Tigers Consumer ETF and IQ
Asian Tigers Small Cap ETF.
Emerging Markets Risk
. Investments in
emerging markets such as Indonesia are subject to a greater risk of loss than
investments in developed markets. This is due to, among other things, greater
market volatility, lower trading volume, political and economic instability,
greater risk of a market shutdown and more governmental limitations on foreign
investments than typically found in developed markets.
Basic Materials Sector Risk
. The
Indonesian economy is sensitive to changes in the basic materials sector.
Companies engaged in the production and distribution of basic materials may be
adversely affected by changes in world events, political and economic
conditions, energy conservation, environmental policies, commodity price
volatility, changes in exchange rates, imposition of import controls, increased
competition, depletion of resources and labor relations.
Geographic Risk
. Indonesia is located in a
part of the world that has historically been prone to natural disasters such as
earthquakes and flooding and is economically sensitive to environmental events.
Any such event could result in a significant adverse impact on the Indonesian
economy.
Trading Partners Risk
. The Indonesian
economy is dependent on the economies of Asia (primarily Japan, China and
Singapore) and the U.S. as key trading partners. Reduction in spending by any of
these economies on Indonesian products and services or negative changes in any
of these economies may cause an adverse impact on the Indonesian economy:
-
Asian Economic Risk
. Certain Asian economies
experience over-extension of credit, currency devaluations and restrictions,
rising unemployment, high inflation, decreased exports and economic
recessions. Economic events in any one country can have a significant effect
on the entire Asian region as well as on major trading partners outside Asia
and any adverse event in the Asian markets may have a significant adverse
effect on the Indonesian economy.
-
U.S. Economic Risk
. The U.S. is a significant trading
and investment partner of Indonesia. Decreasing U.S. imports, new trade
regulations, changes in the U.S. dollar exchange rates or a recession in the
U.S. may have an adverse impact on the Indonesian economy.
Political Risk
. Indonesia’s political
institutions and democracy have a relatively short history, increasing the risk
of political instability. The Indonesian government may exercise substantial
influence over many aspects of the private sector and may own or control many
companies. 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 socioeconomic unrest. Future
government actions could have a significant effect on the economic conditions in
Indonesia, which could have a negative impact on private sector companies.
Corruption and the perceived lack of a rule of law in dealings with
international companies may discourage foreign direct investment and could
negatively impact the long-term growth of the economy of Indonesia. There is
also the possibility of diplomatic developments that could adversely affect
investments in Indonesia.
Security Risk
. Indonesia has historically
experienced acts of terrorism predominantly targeted at foreigners, which has
had a negative impact on tourism. Indonesia has in the past faced political and
militant unrest within several of its regions, and further unrest could present
a risk to the local economy and securities markets. These situations may cause
uncertainty in the Indonesian market and may adversely affect the performance of
the Indonesian economy.
Risks of Investing in Malaysia
The following risks apply to the IQ Asian Tigers ETF, IQ Asian Tigers Consumer ETF and IQ Asian
Tigers Small Cap ETF.
Emerging Markets Risk
. Investments in
emerging markets such as Malaysia are subject to a greater risk of loss than
investments in developed markets. This is due to, among other things, greater
market volatility, lower trading volume, political and economic instability,
greater risk of a market shutdown and more governmental
limitations on foreign investments than typically found in developed
markets.
Geographic Risk.
Malaysia is located in a
part of the world that has historically been prone to natural disasters such as
earthquakes and flooding and is economically sensitive to environmental events.
Any such event could result in a significant adverse impact on the Malaysian
economy.
Trading Partners Risk.
The Malaysian
economy is dependent on the economies of Southeast Asia and the U.S. as key
trading partners. Reduction in spending by any of these economies on Malaysian
products and services or negative changes in any of these economies may cause an
adverse impact on the Malaysian economy:
-
Asian Economic Risk
. Certain Asian economies
experience over-extension of credit, currency devaluations and restrictions,
rising unemployment, high inflation, decreased exports and economic
recessions. Economic events in any one country can have a significant effect
on the entire Asian region as well as on major trading partners outside Asia
and any adverse event in the Asian markets may have a significant adverse
effect on the Malaysian economy.
-
U.S. Economic Risk
. The U.S. is a significant trading
and investment partner of Malaysia. Decreasing U.S. imports, new trade
regulations, changes in the U.S. dollar exchange rates or a recession in the
U.S. may have an adverse impact on the Malaysian economy.
Risk of Capital Controls
. Volatility in
the exchange rate of the Malaysian ringgit and general economic deterioration
recently led to the imposition and then reversal of stringent capital controls,
a prohibition on repatriation of capital and an indefinite prohibition on` free
transfers of securities. A levy was placed on profits repatriated by foreign
entities such as ETFs and the ETF creation D redemption mechanism was adversely
affected, resulting in trading prices that differed materially from fund NAV on
many days. There can be no assurance that a similar levy will not be reinstated
by Malaysian authorities in the future, to the possible detriment of the Fund
and its shareholders. There can be no assurance that Malaysian capital controls
will not be changed in the future in ways that adversely affect the Fund and its
shareholders.
Security Risk
. Malaysia has historically
experienced acts of terrorism and strained international relations related to
border disputes, historical animosities and other defense concerns. These
situations may cause uncertainty in the Malaysian market and may adversely
affect the performance of the Malaysian economy.
Risks of Investing in Mexico
The following risks apply to the IQ Mexico Small
Cap ETF.
Security Risk
. Mexico has historically
experienced acts of terrorism, significant criminal activity and strained
international relations related to border disputes; the drug trade; and other
security-related concerns. These situations may hamper Mexican economic growth
or cause prolonged periods of market volatility and recession.
Structural Risks
. The Mexican markets have
been quite unstable due to political uncertainty and currency instability.
Mexico’s historical experience with one-party rule has been challenged in recent
years and this could lead to further political uncertainty.
Trading Partners Risk
. The Mexican economy
is dependent on the economies of the Americas as key trading partners. Reduction
in spending by any of these economies on Mexican products and services or
negative changes in any of these economies may cause an adverse impact on the
Mexican economy:
-
Central and South American Economic Risk
. The Mexican economy may be
significantly affected by the economies of other Central and South American
countries.
Some of these countries have experienced high interest,
inflation, and unemployment rates. Currency devaluations in any Central or
South American country can have a significant effect on the entire region.
Given the importance of commodities to the region’s exports, the economies of
Central and South American countries are particularly sensitive to
fluctuations in commodity prices, contributing to their overall
volatility.
-
North American Economic Risk
. The U.S. is Mexico’s largest trade and
investment partner and the Mexican economy is heavily influenced by economic
events in the U.S. The Canadian economy also is very influential on the
Mexican economy, particularly since the passage of the North American Free
Trade Agreement in 1994. Any downturn in either the U.S. or Canada is likely
to have an adverse impact on the Mexican economy.
Risks
of Investing in New
Zealand
The following risks apply to the IQ Asia
Pacific ex-Japan Small Cap ETF.
Commodity Exposure Risk
. The agricultural
and mining sectors of New Zealand’s economy account for the majority of its
exports. New Zealand is susceptible to fluctuations in the commodity markets
and, in particular, in the price and demand for agricultural products and
natural resources. Any negative changes in these sectors could have an adverse
impact on the New Zealand economy.
Geographic Risk
. New Zealand is located in
a part of the world that has historically been prone to natural disasters such
as drought and earthquakes and is economically sensitive to environmental
events. Any such event could result in a significant adverse impact on the New
Zealand economy.
Trading Partners Risk
. The New Zealand
economy is dependent on the economies of Asia, Australia and the U.S. as key
trading partners. Reduction in spending by any of these economies on New Zealand
products and services or negative changes in any of these economies may cause an
adverse impact on the New Zealand economy:
-
Asian Economic Risk
. Certain Asian economies
experience over-extension of credit, currency devaluations and restrictions,
rising unemployment, high inflation, decreased exports and economic
recessions. Economic events in any one country can have a significant effect
on the entire Asian region as well as on major trading partners outside Asia
and any adverse event in the Asian markets may have a significant adverse
effect on the New Zealand economy.
-
Australian Economic Risk
. New Zealand’s economy is
heavily dependent on trade with Australia, which is also dependent on
agriculture and therefore sensitive to fluctuations in commodity prices.
-
U.S. Economic Risk
. The U.S. is one of New Zealand’s
largest trade and investment partners. Decreasing U.S. imports, new trade
regulations, changes in the U.S. dollar exchange rates or a recession in the
U.S. may have an adverse impact on the New Zealand economy.
Risks of Investing in the Philippines
The following risks apply to the IQ Asian Tigers ETF, IQ Asian Tigers Consumer ETF and IQ Asian
Tigers Small Cap ETF.
Emerging Markets Risk
. Investments in
emerging markets such as the Philippines are subject to a greater risk of loss
than investments in developed markets. This is due to, among other things,
greater market volatility, lower trading volume, political and economic
instability, greater risk of a market shutdown and more governmental limitations
on foreign investments than typically found in developed markets.
Geographic Risk
. The Philippines are
located in a part of the world that has historically been prone to natural
disasters such as flooding and drought and is economically sensitive to
environmental events. Any such event could result in a significant adverse
impact on the Philippine economy.
Trading Partners Risk
. The Philippine
economy is dependent on the economies of Asia, the U.S., and Europe as key
trading partners. Reduction in spending by any of these economies on Philippine
products and services or negative changes in any of these economies may cause an
adverse impact on the Philippine economy:
-
Asian Economic Risk
. Certain Asian economies
experience over-extension of credit, currency devaluations and restrictions,
rising unemployment, high inflation, decreased exports and economic
recessions. Economic events in any one country can have a significant effect
on the entire Asian region as well as on major trading partners outside Asia
and any adverse event in the Asian markets may have a significant adverse
effect on the Philippine economy.
-
European Economic Risk
. Decreasing European imports or
exports, changes in European governmental regulations on trade, changes in the
exchange rate of the Euro and recessions in EU economies may have a
significant adverse effect on the economies of EU members and their trade with
the Philippines. The economic and monetary union of the EU requires compliance
with restrictions on inflation rates, deficits, interest rates, debt levels
and fiscal and monetary controls, each of which may significantly affect every
country in Europe and may impact trade with the Philippines.
-
U.S. Economic Risk
. The U.S. is the largest export
market for Philippine goods. Decreasing U.S. imports, new trade regulations,
changes in the U.S. dollar exchange rates or a recession in the U.S. may have
an adverse impact on the Philippine economy.
Security Risk
. The Philippines have
historically experienced acts of terrorism, coup attempts, separatist movements
in their southern region, and other defense concerns. These situations may cause
uncertainty in the Philippines market and may adversely affect the performance
of the Philippines economy. Religious conflicts and a high poverty rate also
create increased risks for businesses in the Philippines.
Risks of Investing in Singapore
The following risks apply to the IQ Asian Tigers ETF, IQ Asian Tigers Consumer ETF, IQ Asian
Tigers Small Cap ETF and IQ Asia Pacific ex-Japan Small Cap ETF.
Lack of Natural Resources Risk
. Singapore
is a small island state with few raw material resources and limited land area
and is reliant on imports for its commodity needs. Any fluctuations or shortages
in the commodity markets could have a negative impact on the Singaporean
economy. Given its size and position, Singapore is also sensitive to the
socio-political and economic developments of its neighbors, Indonesia and
Malaysia, relying on both as markets for Singapore’s service industry and on
Malaysia for its raw water supply.
Geographic Risk
. Singapore is located in a
part of the world that has historically been prone to natural disasters such as
flooding and is economically sensitive to environmental events. Any such event
could result in a significant adverse impact on the Singaporean economy.
Trading Partners Risk
. The Singaporean
economy is dependent on the economies of the U.S. and Asia, most significantly
those of Indonesia, Malaysia and China, as key trading partners. Reduction in
spending by any of these economies on Singaporean products and services or
negative changes in any of these economies may cause an adverse impact on the
Singaporean economy:
-
Asian Economic Risk
. Certain Asian economies
experience over-extension of credit, currency devaluations and restrictions,
rising unemployment, high inflation, decreased exports and economic
recessions. Economic events in any one country can have a significant effect
on the entire Asian region as well as on major trading partners outside Asia
and any adverse event in the Asian markets may have a significant adverse
effect on the Singaporean economy.
-
U.S. Economic Risk
. The U.S. is a significant trade
and investment partner of Singapore. Decreasing U.S. imports, new trade
regulations, changes in the U.S. dollar exchange rates or a recession in the
U.S. may have an adverse impact on the Singaporean economy.
Labor Risk
. Rising labor costs and
increasing environmental consciousness have led some labor-intensive industries
to relocate to countries with cheaper work forces, and continued labor
outsourcing may adversely affect the Singaporean economy.
Risks of Investing in South Korea
The following risks apply to the IQ Asian Tigers ETF, IQ Asian Tigers Consumer ETF and IQ Asian
Tigers Small Cap ETF.
Emerging Markets Risk
. Investments in
emerging markets such as South Korea are subject to a greater risk of loss than
investments in developed markets. This is due to, among other things, greater
market volatility, lower trading volume, political and economic instability,
greater risk of a market shutdown and more governmental limitations on foreign
investments than typically found in developed markets.
Geographic Risk
. South Korea is located in
a part of the world that has historically been prone to natural disasters such
as earthquakes and flooding and is economically sensitive to environmental
events. Any such event could result in a significant adverse impact on the South
Korean economy.
Trading Partners Risk
. The South Korean
economy is dependent on the economies of Asia and the U.S. as key trading
partners. Reduction in spending by any of these economies on South Korean
products and services or negative changes in any of these economies, mainly in
China and Southeast Asia, may cause an adverse impact on the South Korean
economy:
-
Asian Economic Risk
. Certain Asian economies
experience over-extension of credit, currency devaluations and restrictions,
rising unemployment, high inflation, decreased exports and economic
recessions. Economic events in any one country can have a significant effect
on the entire Asian region as well as on major trading partners outside Asia
and any adverse event in the Asian markets may have a significant adverse
effect on the South Korean economy.
-
U.S. Economic Risk
. The U.S. is a large trade partner
of and investor in South Korea. Decreasing U.S. imports, new trade
regulations, changes in the U.S. dollar exchange rates or a recession in the
U.S. may have an adverse impact on the South Korean economy.
Labor Risk
. South Korea’s economic growth
potential is susceptible to problems from large scale emigration, rigid labor
regulations and ongoing labor relations issues. In addition, the average age of
South Korea’s workforce is rapidly increasing.
Security Risk
. North Korea 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 could have a severe adverse effect on the South Korean economy and its
securities markets.
Risks of Investing in Taiwan
The following risks apply to the IQ Asian Tigers ETF, IQ Asian Tigers Consumer ETF and IQ Asian
Tigers Small Cap ETF.
Emerging Markets Risk
. Investments in emerging markets such as Taiwan are subject to a greater
risk of loss than investments in developed markets. This is due to, among other things, greater market volatility, lower trading
volume, political and economic instability, greater risk of a market shutdown and more governmental limitations on foreign investments
than typically found in developed markets.
Lack of Natural Resources Risk
. Taiwan is a small island state with few raw material resources
and limited land area and is reliant on imports for its commodity needs. Any fluctuations or shortages in the commodity markets
could have a negative impact on the Taiwanese economy.
Geographic Risk
. Taiwan is located in a
part of the world that has historically been prone to natural disasters such as
earthquakes, drought and flooding and is economically sensitive to environmental
events. Any such event could result in a significant adverse impact on the
Taiwanese economy.
Trading Partners Risk
. The Taiwanese
economy is dependent on the economies of Asia, mainly those of Japan and China,
and the U.S. as key trading partners. Reduction in spending by any of these
economies on Taiwanese products and services or negative changes in any of these
economies may cause an adverse impact on the Taiwanese economy:
-
Asian Economic Risk
. Certain Asian economies
experience over-extension of credit, currency devaluations and restrictions,
rising unemployment, high inflation, decreased exports and economic
recessions. Economic events in any one country can have a significant effect
on the entire Asian region as well as on major trading partners outside Asia
and any adverse event in the Asian markets may have a significant adverse
effect on the Taiwanese economy.
-
U.S. Economic Risk
. The U.S. is a large trade and
investment partner of Taiwan. Decreasing U.S. imports, new trade regulations,
changes in the U.S. dollar exchange rates or a recession in the U.S. may have
an adverse impact on the Taiwanese economy.
Labor Risk
. Rising labor costs and
increasing environmental consciousness have led some labor-intensive industries
to relocate to countries with cheaper work forces, and continued labor
outsourcing may adversely affect the Taiwanese economy.
Political Risk
. Although Taiwan claims
independence from the People’s Republic of China, the U.S. and many prominent
nations formally recognize the “one China” view. The U.S. ceased to recognize
Taiwan as an independent nation on January 1, 1979 and only approximately
twenty-five nations currently recognize its independence. Although Taiwan has a
well established government, military and economic superstructure, the
uncertainty with which it is recognized internationally could materially impact
the Taiwanese economy and securities market.
Security Risk
. Taiwan’s size and
geographic proximity to the People’s Republic of China and its history of
political contention with China, which regards Taiwan as a renegade province,
have resulted in ongoing tensions with China, including the continual risk of
war with China. These tensions may materially impact the Taiwanese economy and
securities markets.
Risks of Investing in Thailand
The following risks apply to the IQ Asian Tigers ETF, IQ Asian Tigers Consumer ETF and IQ Asian
Tigers Small Cap ETF.
Emerging Markets Risk
. Investments in
emerging markets such as Thailand are subject to a greater risk of loss than
investments in developed markets. This is due to, among other things, greater
market volatility, lower trading volume, political and economic instability,
greater risk of a market shutdown and more governmental limitations on foreign
investments than typically found in developed markets.
Geographic Risk
. Thailand is located in a
part of the world that has historically been prone to natural disasters such as
flooding and drought and is economically sensitive to environmental events. Any
such event could result in a significant adverse impact on the Thai economy.
Trading Partners Risk
. The Thai economy is
dependent on the economies of the U.S., Asia and Europe as key trading partners.
Reduction in spending by any of these economies on Thai products and services or
negative changes in any of these economies may cause an adverse impact on the
Thai economy:
-
U.S. Economic Risk
. The U.S. is Thailand’s largest export market and
a key supplier, after Japan and China. Decreasing U.S. imports, new trade
regulations, changes in the U.S. dollar exchange rates or a recession in the
U.S. may have an adverse impact on the Thai economy.
-
Asian Economic Risk
. Certain Asian economies experience
over-extension of credit, currency devaluations and restrictions, rising
unemployment, high inflation, decreased exports and economic recessions.
Economic events in any one country can have a significant effect on the entire
Asian region as well as on major trading partners outside Asia and any adverse
event in the Asian markets may have a significant adverse effect on the Thai
economy.
-
European Economic Risk
. Decreasing European imports or
exports, changes in European governmental regulations on trade, changes in the
exchange rate of the Euro and recessions in EU economies may have a
significant adverse effect on the economies of EU members and their trade with
Thailand. The economic and monetary union of the EU requires compliance with
restrictions on inflation rates, deficits, interest rates, debt levels and
fiscal and monetary controls, each of which may significantly affect every
country in Europe and may impact trade with Thailand.
Political Risk
. Thailand has at times been
destabilized by frequent government turnover and significant political changes,
including military coups. Recurrence of these conditions, unanticipated or
sudden changes in the political structure or other Thai political events may
result in sudden and significant investment losses.
Risks of Investing in Vietnam
The following risks apply to the IQ Asian Tigers ETF, IQ Asian Tigers Consumer ETF and IQ Asian
Tigers Small Cap ETF.
Emerging Markets Risk
. Investments in
emerging markets such as Vietnam are subject to a greater risk of loss than
investments in developed markets. This is due to, among other things, greater
market volatility, lower trading volume, political and economic instability,
greater risk of a market shutdown and more governmental limitations on foreign
investments than typically found in developed markets.
Geographic Risk
. Vietnam is located in a
part of the world that has historically been prone to natural disasters such as
flooding and drought and is economically sensitive to environmental events. Any
such event could result in a significant adverse impact on the Vietnamese
economy.
Trading Partners Risk
. The Vietnamese
economy is dependent on the economies of Asia, the U.S., and Europe as key
trading partners. Reduction in spending by any of these economies on Vietnamese
products and services or negative changes in any of these economies may cause an
adverse impact on the Vietnamese economy:
-
Asian Economic Risk
. Certain Asian economies
experience over-extension of credit, currency devaluations and restrictions,
rising unemployment, high inflation, decreased exports and economic
recessions. Economic events in any one country can have a significant effect
on the entire Asian region as well as on major trading partners outside Asia
and any adverse event in the Asian markets may have a significant adverse
effect on the Vietnamese economy.
-
U.S. Economic Risk
. The U.S. is a large export market
for Vietnamese goods. Decreasing U.S. imports, new trade regulations, changes
in the U.S. dollar exchange rates or a recession in the U.S. may have an
adverse impact on the Vietnamese economy.
-
European Economic Risk
. Decreasing European imports or
exports, changes in European governmental regulations on trade, changes in the
exchange rate of the Euro and recessions in EU economies may have a
significant adverse effect on the economies of EU members and their trade with
Vietnam. The economic and monetary union of the EU requires compliance with
restrictions on inflation rates, deficits, interest rates, debt levels and
fiscal and monetary controls, each of which may significantly affect every
country in Europe and may impact trade with Vietnam.
Political Risk
. There are certain
political risks associated with investing in Vietnam, such as the expropriation
and/or nationalization of assets, restrictions on and government intervention in
international trade, confiscatory taxation, political instability, including
authoritarian and/or military involvement in governmental decision making, armed
conflict, the impact on the economy as a result of civil war, and social
instability as a result of religious, ethnic and/or socioeconomic unrest. These
events may result in sudden and significant investment losses.
Government Market Regulations
. Current
regulations in Vietnam require the Fund to execute trades of securities of
Vietnamese companies through a single broker. As a result, the Adviser will have
less flexibility to choose among brokers on behalf of the Fund than is typically
the case for investment managers. The government in Vietnam may restrict or
control to varying degrees the ability of foreign investors to invest in
securities of issuers located or operating in Vietnam. These restrictions and/or
controls may at times limit or prevent foreign investment in securities of
issuers located or operating in Vietnam. Moreover, Vietnam may require
governmental approval or special licenses prior to investments by foreign
investors and may limit the amount of investments by foreign investors in a
particular industry and/or issuer and may limit such foreign investment to a
certain class of securities of an issuer that may have less advantageous rights
than the classes available for purchase by domiciliaries of Vietnam and/or
impose additional taxes on foreign investors. These factors, among others, make
investing in issuers located or operating in Vietnam significantly riskier than
investing in issuers located or operating in more developed countries, and any
one of them could cause a decline in the value of the Fund’s Shares.
Small Capitalization Companies Risk
The following risk applies to the IQ Mexico Small
Cap ETF, IQ Asian Tigers Small Cap ETF, IQ Asia Pacific ex-Japan Small Cap ETF,
IQ Global Precious Metals Small Cap ETF and IQ U.S. Real Estate Small Cap
ETF.
Stock prices of small capitalization companies
may be more volatile than those of larger companies. Stock prices of small
capitalization companies are also more vulnerable than those of large
capitalization companies to adverse business and economic developments, and the
stocks of small capitalization companies may be thinly traded, making it
difficult to buy and sell them. In addition, small capitalization companies are
typically less stable financially than large capitalization companies and may
depend on a small number of key personnel, making them more vulnerable to loss
of personnel. Small capitalization companies also generally have less diverse
product lines than large capitalization companies and are more susceptible to
adverse developments related to their products.
Mid Capitalization Companies Risk
The following risk applies to the IQ Australia Mid Cap ETF and IQ Canada Mid Cap ETF.
Stock prices of mid capitalization companies may
be more volatile than those of larger companies. Stock prices of mid
capitalization companies are also more vulnerable than those of large
capitalization companies to adverse business and economic developments, and the
stocks of mid capitalization companies may be less liquid, making it difficult
to buy and sell them. In addition, mid capitalization companies also generally
have less diverse product lines than large capitalization companies and are more
susceptible to adverse developments related to their products.
Consumer Sector Risk
The following risk applies to the IQ Asian Tigers
Consumer ETF.
The consumer sector may be strongly affected by
fads, marketing campaigns and other factors affecting supply and demand,
including performance of the overall domestic and international economy,
interest rates, currency exchange rates, and consumer confidence. Companies in
the consumer sector may be subject to severe competition, which may also have an
adverse impact on their profitability. Success depends heavily on disposable
household income and consumer spending. Governmental regulation affecting the
use of various food additives may affect the profitability of certain companies
in the consumer sector. In addition, tobacco companies in the consumer sector
may be adversely affected by new laws, regulation and litigation. Changes in
demographics and consumer tastes can also affect the demand for, and success of,
consumer products and services in the marketplace.
Precious Metals Sector Risk
The following risk applies to the IQ Global
Precious Metals Small Cap ETF.
Investments related to gold, silver and other
precious metals are considered speculative and are affected by a variety of
worldwide economic, financial and political factors. The price of gold, silver
and other precious metals may fluctuate sharply over short periods of time, due
to changes in inflation or expectations regarding inflation in various
countries, the availability of supplies of gold, silver and other precious
metals, changes in industrial and commercial demand, limited markets, fabricator
demand, gold sales by governments, trade imbalances and restrictions, currency
devaluation or revaluation, central banks or international agencies, investment
speculation, inability to raise capital, increases in production costs,
political unrest in nations where sources of precious metals are located,
monetary and other economic policies of various governments and government
restrictions on private ownership of gold and mining land. Markets therefore are
volatile at times, and there may be sharp fluctuations in prices even during
periods of rising prices. The precious metals industry can be significantly
affected by events relating to international political developments, the success
of exploration projects, commodity prices and tax and government
regulations.
Relationship to Precious Metals Risk
The following risk applies to the IQ Global
Precious Metals Small Cap ETF.
The Underlying Index measures the performance of
equity securities of companies engaged primarily in the gold and other precious
metals mining industries. The Underlying Index does not measure the performance
of direct investment in precious metals and, therefore, may not move in the same
direction and to the same extent as precious metals. As a result, the Fund may
under- or over-perform precious metals over the short-term or the long-term.
Real Estate Investment Risk
The following risk applies to the IQ U.S. Real
Estate Small Cap ETF.
The Fund invests in Real Estate Companies, which
exposes investors to the risks of owning real estate directly, as well as to
risks that relate specifically to the way in which Real Estate Companies are
organized and operated. Real estate is highly sensitive to general and local
economic conditions and developments, and characterized by intense competition
and periodic overbuilding. Other related risks include:
Concentration Risk
. Real Estate Companies
may be concentrated in a limited number of properties, geographic regions, or
property types.
Volatile Rental Income Risk
. Real Estate
Companies may experience a decline in rental income due to extended vacancies,
limitations on rents, the failure to collect rents, or increased competition
from other properties or poor management.
Interest Rate Risk
. An increase in
interest rates may result in higher costs of capital for Real Estate Companies,
which could negatively impact their ability to obtain financing for real estate
projects or to meet their payment obligations.
Leverage Risk
. Real Estate Companies may
use leverage, which increases investment risk and the potential for more
volatility in the Fund’s returns. Financial covenants related to a Real Estate
Company’s use of leverage may impair the ability of the Real Estate Company to
operate effectively. Leverage also raises the risk that the Real Estate
Company’s ability to meet its debt obligations may be hampered if its properties
do not generate sufficient income to meet operating expenses.
Liquidity Risk
. Real estate is generally a
less liquid asset class and thus Real Estate Companies may not be able to
liquidate or modify their holdings quickly in response to changes in economic or
other market conditions. There may be less trading in Real Estate Company
shares, which could lead to abrupt or erratic price fluctuations in their
shares.
Management Risk
. Real Estate Companies are
highly dependent on the quality of management. In addition, transactions between
Real Estate Companies and their affiliates may be subject to conflicts of
interest.
Property Risk
. Real Estate Companies may
be subject to risks relating to functional obsolescence or reduced desirability
of properties; extended vacancies due to economic conditions and tenant
hardships; catastrophic events such as earthquakes, hurricanes, terrorist
attacks, or other losses; and demographic trends.
Regulatory Risk
. Real estate property
values and income streams may be adversely affected by changes in local or
national laws and regulations, including taxes, zoning, environmental, and other
related areas.
U.S. Tax Risk
. A REIT’s failure to abide
by U.S. federal tax requirements may cause it to be subject to federal income
taxation, which would tend to impair the value of the REIT and change the
characterization of the REIT’s distributions. The U.S. federal tax requirement
that a REIT distributes substantially all of its net income
to its shareholders may result in the REIT having insufficient capital for
future expenditures.
Foreign Securities Valuation Risk
The following risk applies to each Fund except
the IQ U.S. Real Estate Small Cap ETF.
The Funds are expected to fair value the foreign
securities they hold, as events may result in the fair value of foreign
securities materially changing between the close of the local exchange on which
they trade and the time at which the Funds price their shares. Additionally,
because foreign exchanges on which securities held by the Funds may be open on
days when the Funds do not price their shares, the potential exists for the
value of the securities in a Fund’s portfolio to change on days when
shareholders will not be able to purchase or sell the Fund’s shares. To the
extent a Fund calculates its NAV based on fair value prices and the value of the
Underlying Index is based on the securities’ closing price on foreign securities
markets (
i.e.
, the value of the Underlying Index is not based on fair
value prices), the valuation of such Fund’s NAV may deviate from the calculation
of the Underlying Index.
Currency Risk
The following risk applies to each Fund except
the IQ U.S. Real Estate Small Cap ETF.
The Funds will invest in securities denominated
in foreign currencies and much of the income received by such Funds will be in
foreign currencies. Changes in currency exchange rates may negatively impact the
Funds’ returns. The value of the foreign currencies may be subject to a high
degree of fluctuation due to changes in interest rates, the effects of monetary
policies issued by the U.S., the governments issuing such foreign currencies and
other foreign governments, central banks or supranational entities, the
imposition of currency controls or other national or global political or
economic developments. Therefore, the Funds’ exposure to foreign currencies may
result in reduced returns to the Funds. The Funds do not expect to hedge their
currency risk. Moreover, the Funds may incur costs in connection with
conversions between U.S. dollars and foreign currencies.
The value of foreign securities will be
denominated in the foreign currency of their domicile and converted into U.S.
dollars for the calculation of the Underlying Index and the Funds’ NAV. To the
extent the exchange rates used to calculate the Funds’ NAV differ from the
exchange rates used in calculating the Underlying Index, the Funds’ ability to
track the Underlying Index may be adversely impacted.
Equity Risk
There is a risk that the value of the securities held by the Fund will fall due to general market
and economic conditions, perceptions regarding the industries in which the issuers of securities held by the Fund participate
or factors relating to specific companies in which the Fund invests. For example, an adverse event, such as an unfavorable earnings
report, may depress the value of equity securities of an issuer held by the Fund; the price of common stock of an issuer may be
particularly sensitive to general movements in the stock market; or a drop in the stock market may depress the price of most or
all of the common stocks and other equity securities held by the Fund. In addition, common stock of an issuer in the Fund’s
portfolio may decline in price if the issuer fails to make anticipated dividend payments because, among other reasons, the issuer
of the security experiences a decline in its financial condition. Common stock is subordinated to preferred stocks, bonds and
other debt instruments in a company’s capital structure, in terms of priority to corporate income, and therefore will be
subject to greater dividend risk than preferred stocks or debt instruments of such issuers. In addition, while broad market measures
of common stocks have historically generated higher average returns than fixed income securities, common stocks have also experienced
significantly more volatility in those returns.
Risk of Investing in Depositary
Receipts
The following risk applies to each Fund except
the IQ U.S. Real Estate Small Cap ETF.
The Funds may invest in listed and liquid
American depositary receipts, European depositary receipts and Global depositary
receipts, including listed unsponsored depositary receipts that have been in
existence since 1984. Unsponsored depositary receipts may be established by a
depositary without participation by the underlying issuer. Holders of an
unsponsored depositary receipt generally bear all the costs associated with
establishing the unsponsored depositary receipt. These investments may involve
additional risks and considerations including, for example, risks related to
adverse political and economic developments unique to a country or region,
currency fluctuations or controls and the possibility of expropriation,
nationalization or confiscatory taxation. The issuers of the securities
underlying unsponsored depositary receipts are not obligated to disclose
material information in the U.S. and, therefore, there may be less information
available regarding such issuers and there may not be a correlation between such
information and the market value of the depositary receipts. Additionally, to
the extent the value of a depositary receipt held by a Fund fails to track that
of the underlying security, the use of the depositary receipt may result in
tracking error in such Fund.
Custody Risk
The following risk applies to each Fund except
the IQ U.S. Real Estate Small Cap ETF.
Custody risk refers to the risks in the process
of clearing and settling trades and to the holding of securities by local banks,
agents and depositories. Low trading volumes and volatile prices in less
developed markets make trades harder to complete and settle, and governments or
trade groups may compel local agents to hold securities in designated
depositories that are not subject to independent evaluation. Local agents are
held only to the standards of care of their local markets. The less developed a
country’s securities market is, the greater the likelihood of custody
problems.
Risk of Cash Transactions
The following risk applies to the IQ Asian Tigers ETF, IQ Asian Tigers Consumer ETF and IQ Asian
Tigers Small Cap ETF (each, a “Cash Transaction Fund” and, together, the “Cash Transaction Funds”).
Unlike most exchange-traded funds (“ETFs”), the
Cash Transaction Funds currently intend to effect all creations and redemptions
in a significant proportion for cash, rather than in-kind securities. As a
result, an investment in the Cash Transaction Funds may be less tax-efficient
than an investment in a Fund other than the Cash Transaction Funds or a more
conventional ETF which does not intend to effect all creations and redemptions
in a significant portion for cash. ETFs generally are able to make in-kind
redemptions and avoid being taxed on gain on the distributed portfolio
securities at the fund level.
The Cash Transaction Funds may be required to
sell portfolio securities in order to obtain the cash needed to distribute
redemption proceeds. If a Cash Transaction Funds recognizes gain on such sales,
this generally will cause the Cash Transaction Fund to recognize gain it might
not otherwise have recognized, or to recognize such gain sooner than would
otherwise be required if it were to distribute portfolio securities in-kind. The
Cash Transaction Funds generally intend 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 a different
Fund or ETF.
Moreover, the purchase or sale of foreign
securities upon a creation or to facilitate a redemption, as applicable, may
have to be carried out over several days if the securities market is relatively
illiquid and may involve considerable brokerage fees and taxes. These brokerage
fees and taxes, which will be higher than if the Cash Transaction Funds sold and
redeemed their shares principally in-kind, will be passed on to purchasers and
redeemers of Creation Units in the form of Creation and Redemption Transaction
Fees. Certain of the countries included in the exposure of the Cash Transaction
Funds may also impose higher local tax rates on transactions involving certain
companies. In addition, these factors may result in wider spreads between the
bid and the offered prices of the Cash Transaction Funds’ Shares than for more
conventional ETFs.
Market Risk
The market price of investments owned by a Fund
may go up or down, sometimes rapidly or unpredictably. Investments may decline
in value due to factors affecting securities markets generally or particular
industries represented in the securities markets.
Replication Management Risk
Unlike many investment companies, the Funds are not “actively” managed. Therefore,
a Fund would not necessarily sell a security because the security’s issuer was in financial trouble unless that security
is removed from the Fund’s Underlying Index.
Non-Diversified Risk
The Funds are separate investment portfolios of
the Trust, which is an open-end investment company registered under the
Investment Company Act of 1940 (the “1940 Act”). The Funds are classified as
“non-diversified” investment companies under the 1940 Act. As a result, the
Funds are subject to the risk that they will be more volatile than a diversified
fund because each Fund may invest its assets in a smaller number of issuers or
may invest larger proportions of its assets in a single industry within the
industries that comprise its Underlying Index. As a result, the gains and losses
on a single security may have a greater impact on a Fund’s NAV and may make the
Fund more volatile than diversified funds.
Concentration Risk
To the extent that a Fund’s portfolio reflects
the Underlying Index’s concentration in the securities or companies in a
particular market, industry, group of industries, industry, country, region,
group of countries, sector or asset class, the Fund may be adversely affected by
the performance of those securities, may be subject to increased price
volatility and may be more susceptible to adverse economic, market, political or
regulatory occurrences affecting that market, industry, group of industries,
industry, country, region, group of countries, sector or asset class.
New Fund Risk
Each of the Funds except for the IQ U.S. Real Estate Small Cap ETF will be a new fund upon its
commencement of operations. As new funds, there can be no assurance that they will grow to or maintain an economically viable
size, in which case they may experience greater tracking error to their Underlying Indexes than they otherwise would at higher
asset levels or they could ultimately liquidate.
Trading Price Risk
The Shares of the Funds are, or are expected to
be, listed for trading on NYSE Arca and will be bought and sold in the Secondary
Market at market prices. Although it is expected that generally the market price
of each Fund’s Shares will approximate such Fund’s NAV, there may be times when
the market price and the NAV vary significantly. Thus, you may pay more than NAV
when you buy Shares in the Secondary Market, and you may receive less than NAV
when you sell those Shares in the Secondary Market.
The market price of Shares during the trading
day, like the price of any exchange-traded security, includes a “bid/ask” spread
charged by the exchange specialist, market makers or other participants that
trade the Shares. In times of severe market disruption, the bid/ask spread can
increase significantly. At those times, Shares are most likely to be traded at a
discount to NAV, and the discount is likely to be greatest when the price of
Shares is falling fastest, which may be the time that you most want to sell your
Shares. The Advisor believes that, under normal market conditions, large market
price discounts or premiums to NAV will not be sustained because of arbitrage
opportunities.
Management Risk
The strategy used by the Advisor to match the
performance of the Underlying Index may fail to produce the intended
results.
ADDITIONAL INVESTMENT STRATEGIES
Each Fund will normally invest at least 80% of
its net assets (excluding collateral held from securities lending), plus the
amount of any borrowings for investment purposes, in Underlying Index Components
that comprise its Underlying Index. In addition, each Fund may invest up to 20%
of its net assets in securities not included in its Underlying Index, but which
the Advisor believes will help the Fund track its Underlying Index. Each Fund
may also invest in money market instruments, including short-term debt
instruments and repurchase agreements or other funds that invest exclusively in
money market instruments (subject to applicable limitations under the 1940 Act,
or exemptions therefrom), rather than Underlying Index Components, when it would
be more efficient or less expensive for the Fund to do so, or as cover for
Financial Instruments, for liquidity purposes, or to earn interest. A Fund may
invest in foreign companies, including companies in emerging markets for those
Funds that include emerging markets companies as eligible Underlying Index
Components, to the extent that the Underlying Index Components directly or
indirectly include such companies. Similarly, a Fund (
e.g.,
the IQ U.S.
Real Estate Small Cap ETF and the IQ Global Precious Metals Small Cap ETF) may
also invest in U.S. companies to the extent the Underlying Index is exposed to
them. Swaps and futures may be used by a Fund to seek performance that
corresponds to its Underlying Index and to manage cash flows. The Advisor
anticipates that it may take approximately two business days (
i.e.
, each
day the NYSE Arca is open for trading) for additions and deletions to a Fund’s
Underlying Index to be reflected in the portfolio composition of that Fund.
IndexIQ determines the “domicile” of each
Underlying Index Component, as applicable, by using data provided by an
unaffiliated third-party data service, which, in turn, uses the following
criteria to determine a company’s domicile:
-
the country where the company is incorporated;
-
the country where the company is headquartered;
-
the country where the company has a majority of its
operations;
-
the country where the company generates the largest
proportion of its sales; and
Each of the policies described herein, including
the investment objective of each Fund, constitutes a non-fundamental policy that
may be changed by the Board of Trustees of the Trust without shareholder
approval. Certain fundamental policies of the Funds are set forth in the Funds’
Statement of Additional Information (the “SAI”) under “Investment
Restrictions.”
Securities Lending
The Funds may lend their portfolio securities. In
connection with such loans, the Funds receive liquid collateral equal to at
least 102% of the value of the portfolio securities being lent. This collateral
is marked to market on a daily basis.
ADDITIONAL RISKS
Trading Issues
Trading in Shares on the NYSE Arca may be halted
due to market conditions or for reasons that, in the view of the NYSE Arca, make
trading in Shares inadvisable. In addition, trading in Shares on the NYSE Arca
is subject to trading halts caused by extraordinary market volatility pursuant
to the NYSE Arca “circuit breaker” rules. There can be no assurance that the
requirements of the NYSE Arca necessary to maintain the listing of a Fund will
continue to be met or will remain unchanged. Foreign exchanges may be open on
days when Shares are not priced, and therefore, the value of the securities in a
Fund’s portfolio may change on days when shareholders will not be able to
purchase or sell Shares.
Fluctuation of Net Asset Value
The NAV of a Fund’s Shares will generally
fluctuate with changes in the market value of the Fund’s holdings. The market
prices of the Shares will generally fluctuate in accordance with changes in NAV
as well as the relative supply of and demand for the Shares on the NYSE Arca.
The Advisor cannot predict whether the Shares will trade below, at or above
their NAV. Price differences may be due, in large part, to the fact that supply
and demand forces at work in the secondary trading market for the Shares will be
closely related to, but not identical to, the same forces influencing the prices
of the securities of a Fund’s Underlying Index trading individually or in the
aggregate at any point in time. If an investor purchases Shares at a time when
the market price is at a premium to the NAV of the Shares or sells at a time
when the market price is at a discount to the NAV of the Shares, then the
investor may sustain losses. However, given that the Shares can be purchased and
redeemed in Creation Units (unlike shares of closed-end funds, which frequently
trade at appreciable discounts from, and sometimes at premiums to, their NAV),
the Advisor believes that large discounts or premiums to the NAV of the Shares
should not be sustained.
Tax Risk
The tax treatment of derivatives is unclear for purposes of determining a Fund’s tax status.
In addition, a Fund’s transactions in derivatives may result in the Fund realizing more short-term capital gains and ordinary
income that are subject to higher ordinary income tax rates than if it did not engage in such transactions.
Securities Lending
Although each Fund will receive collateral in
connection with all loans of its securities holdings, a Fund would be exposed to
a risk of loss should a borrower default on its obligation to return the
borrowed securities (
e.g.
, the loaned securities may have appreciated
beyond the value of the collateral held by the Fund). In addition, a Fund will
bear the risk of loss of any cash collateral that it invests.
Shares are not Individually Redeemable
Shares may be redeemed by the Funds only in large
blocks known as “Creation Units” which are expected to be worth in excess of one
million dollars each. The Funds may not redeem Shares in fractional Creation
Units. Only certain large institutions that enter into agreements with the
Distributor are authorized to transact in Creation Units with the Funds. These
entities are referred to as “Authorized Participants.” All other persons or
entities transacting in Shares must do so in the Secondary Market.
Absence of Prior Active Market
Although the Shares are approved for listing on
the NYSE Arca, there can be no assurance that an active trading market will
develop and be maintained for the Shares. As a new fund, there can be no
assurance that a Fund will grow to or maintain an economically viable size, in
which case the Fund may experience greater tracking error to the Underlying
Index than it otherwise would at higher asset levels, or the Fund may ultimately
liquidate.
Please refer to the SAI for a more complete
discussion of the risks of investing in Shares.
CONTINUOUS OFFERING
The method by which Creation Units are purchased
and traded may raise certain issues under applicable securities laws. Because
new Creation Units are issued and sold by the Funds on an ongoing basis, at any
point a “distribution,” as such term is used in the Securities Act, may occur.
Broker-dealers and other persons are cautioned that some activities on their
part may, depending on the circumstances, result in their being deemed
participants in a distribution in a manner which could render them statutory
underwriters and subject them to the prospectus delivery 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 Distributor, breaks them down into individual 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 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, are generally required to
deliver a prospectus. This is because the prospectus delivery exemption in
Section 4(3) of the Securities Act is not available with respect to such
transactions as a result of Section 24(d) of the 1940 Act. As a result, broker
dealer-firms should note that dealers who are not underwriters but are
participating in a distribution (as contrasted with ordinary Secondary Market
transactions) and thus dealing with Shares that are part of an over-allotment
within the meaning of Section 4(3)(a) of the Securities Act would be unable to
take advantage of the prospectus delivery exemption provided by Section 4(3) of
the Securities Act. Firms that incur a prospectus delivery obligation with
respect to Shares of a Fund are reminded that under Rule 153 of the Securities
Act, a prospectus delivery obligation under Section 5(b)(2) of the Securities
Act owed to an exchange member in connection with a sale on the NYSE Arca is
satisfied by the fact that such Fund’s prospectus is available at the NYSE Arca
upon request. The prospectus delivery mechanism provided in Rule 153 is only
available with respect to transactions on an exchange.
CREATION AND REDEMPTION OF CREATION
UNITS
The Funds issue and redeem Shares only in bundles
of a specified number of Shares. These bundles are known as “Creation Units.”
For each Fund, a Creation Unit is comprised of 50,000 Shares. The number of
Shares in a Creation Unit will not change, except in the event of a share split,
reverse split or similar revaluation. The Funds may not issue fractional
Creation Units. To purchase or redeem a Creation Unit, you must be an Authorized
Participant or you must do so through a broker, dealer, bank or other entity
that is an Authorized Participant. An Authorized Participant is either (1) a
“Participating Party,”
i.e.
, a broker-dealer or other participant in the
clearing process of the Continuous Net Settlement System of the NSCC (the
“Clearing Process”), or (2) a participant of DTC (a “DTC Participant”), and, in
each case, must have executed an agreement with the Distributor with respect to
creations and redemptions of Creation Units (a “Participation Agreement”).
Because Creation Units cost over one million dollars each, it is expected that
only large institutional investors will purchase and redeem Shares directly from
the Funds in the form of Creation Units. In turn, it is expected that
institutional investors who purchase Creation Units will break up their Creation
Units and offer and sell individual Shares in the Secondary Market.
Retail investors may acquire Shares in the
Secondary Market (not from the Funds) through a broker or dealer. Shares are
listed on the NYSE Arca and are publicly traded. For information about acquiring
Shares in the Secondary Market, please contact your broker or dealer. If you
want to sell Shares in the Secondary Market, you must do so through your broker
or dealer.
When you buy or sell Shares in the Secondary
Market, your broker or dealer may charge you a commission, market premium or
discount or other transaction charge, and you may pay some or all of the spread
between the bid and the offered price for each purchase or sale transaction.
Unless imposed by your broker or dealer, there is no minimum dollar amount you
must invest and no minimum number of Shares you must buy in the Secondary
Market. In addition, because transactions in the Secondary Market occur at
market prices, you may pay more than NAV when you buy Shares and receive less
than NAV when you sell those Shares.
The creation and redemption processes discussed
above is summarized, and such summary only applies to shareholders who purchase
or redeem Creation Units (they do not relate to shareholders who purchase or
sell Shares in the Secondary Market). Authorized Participants should refer to
their Participant Agreements for the precise instructions that must be followed
in order to create or redeem Creation Units.
BUYING AND SELLING SHARES IN THE SECONDARY
MARKET
Most investors will buy and sell Shares of each
Fund in Secondary Market transactions through brokers. Shares of each Fund will
be listed for trading on the Secondary Market on the NYSE Arca. Shares can be
bought and sold throughout the trading day like other publicly-traded shares.
There is no minimum investment. Although Shares are generally purchased and sold
in “round lots” of 100 Shares, brokerage firms typically permit investors to
purchase or sell Shares in smaller “odd lots” at no per-Share price
differential. When buying or selling Shares through a broker, you will incur
customary brokerage commissions and charges, and you may pay some or all of the
spread between the bid and the offered price in the Secondary Market on each leg
of a round trip (purchase and sale) transaction.
Share prices are reported in dollars and cents
per Share. For information about buying and selling Shares in the Secondary
Market, please contact your broker or dealer.
Book Entry
Shares of each Fund are held in book-entry form
and no stock certificates are issued. DTC, through its nominee Cede & Co.,
is the record owner of all outstanding Shares.
Investors owning Shares are beneficial owners as
shown on the records of DTC or its participants. DTC serves as the securities
depository for all Shares. Participants in DTC include securities brokers and
dealers, banks, trust companies, clearing corporations and other institutions
that directly or indirectly maintain a custodial relationship with DTC. As a
beneficial owner of Shares, you are not entitled to receive physical delivery of
stock certificates or to have Shares registered in your name, and you are not
considered a registered owner of Shares. Therefore, to exercise any right as an
owner of Shares, you must rely upon the procedures of DTC and its
participants.
These procedures are the same as those that apply
to any securities that you hold in book-entry or “street name” form for any
publicly-traded company. Specifically, in the case of a shareholder meeting of a
Fund, DTC assigns applicable Cede & Co. voting rights to its participants
that have Shares credited to their accounts on the record date, issues an
omnibus proxy and forwards the omnibus proxy to the Fund. The omnibus proxy
transfers the voting authority from Cede & Co. to the DTC participant. This
gives the DTC participant through whom you own Shares (namely, your broker,
dealer, bank, trust company or other nominee) authority to vote the shares, and,
in turn, the DTC participant is obligated to follow the voting instructions you
provide.
MANAGEMENT
The Board of Trustees of the Trust is responsible
for the general supervision of the Funds. The Board of Trustees appoints
officers who are responsible for the day-to-day operations of the Funds.
Investment Advisor
The Advisor has been registered as an investment advisor with the SEC since August 2007, has
provided investment advisory services to registered investment companies since June 2008, and is a wholly-owned indirect subsidiary
of Financial Development Holdco LLC, d/b/a “IndexIQ.” The Advisor’s principal office is at 800 Westchester Avenue,
Suite N-611, Rye Brook, New York 10573. As of June 30, 2013, the Advisor had approximately $960 million in assets under management.
The Advisor has overall responsibility for the
general management and administration of the Trust. The Advisor provides an
investment program for the Funds. The Advisor has arranged for custody, fund
administration, transfer agency and all other non-distribution related services
necessary for the Funds to operate.
As compensation for its services and its
assumption of certain expenses, each Fund pays the Advisor a management fee
equal to a percentage of a Fund’s average daily net assets that is calculated
daily and paid monthly, as follows:
|
|
Fund Name
|
Management Fee
|
IQ Mexico Small Cap ETF
|
0.69%
|
IQ Asian Tigers ETF
|
0.79%
|
IQ Asian Tigers Consumer ETF
|
0.79%
|
IQ Asian Tigers Small Cap ETF
|
0.79%
|
IQ Asia Pacific ex-Japan Small Cap ETF
|
0.69%
|
IQ Australia Mid Cap ETF
|
0.69%
|
IQ Canada Mid Cap ETF
|
0.69%
|
IQ Global Precious Metals Small Cap ETF
|
0.69%
|
IQ U.S. Real Estate Small Cap ETF
|
0.69%
|
The Advisor may voluntarily waive any portion of
its advisory fee from time to time, and may discontinue or modify any such
voluntary limitations in the future at its discretion.
The Advisor serves as advisor to each Fund pursuant to an Investment Advisory Agreement (the
“Advisory Agreement”). The Advisory Agreement was approved by the Independent Trustees of the Trust at its annual
meeting. The basis for the Trustees’ approval of the Advisory Agreement is available in the Trust’s Annual Report
for the period ended April 30, 2013.
Under the Advisory Agreement, the Advisor agrees to pay all expenses of the Trust, except brokerage
and other transaction expenses including taxes; extraordinary legal fees or expenses, such as those for litigation or arbitration;
compensation and expenses of the Independent Trustees, counsel to the Independent Trustees, and the Trust’s chief compliance
officer; extraordinary expenses; distribution fees and expenses paid by the Trust under any distribution plan adopted pursuant
to Rule 12b-1 under the 1940 Act; and the advisory fee payable to the Advisor hereunder.
The Advisor and its affiliates deal, trade and invest for their own accounts in the types of securities
in which the Funds also may invest. The Advisor does not use inside information in making investment decisions on behalf of the
Funds.
Portfolio Management
The Advisor acts as portfolio manager for the Funds. The Advisor will supervise and manage the
investment portfolios of the Funds covered and will direct the purchase and sale of such Funds’ investment securities. The
Advisor utilizes a team of investment professionals acting together to manage the assets of the Funds. The team meets regularly
to review portfolio holdings and to discuss purchase and sale activity. The team adjusts holdings in the portfolio as they deem
appropriate in the pursuit of each Fund’s investment objective.
The portfolio managers who are currently responsible for the day-to-day management of the
Funds’ portfolios are Paul (Teddy) Fusaro and Greg Barrato. Mr. Fusaro began serving as portfolio manager of the
IQ U.S. Real Estate Small Cap ETF in August 2013, while Mr. Barrato served as portfolio manager since its inception in June
2011. Mr. Fusaro and Mr. Barrato will each serve as a portfolio manager of the Funds other than the IQ U.S. Real Estate Small
Cap ETF upon their inception.
Teddy Fusaro joining the Advisor as Senior Vice President in August 2013. Prior to joining the
Advisor, Mr. Fusaro served as Vice President, Trader and Portfolio Manager at Rafferty Asset Management LLC from 2009 to 2013
and as Analyst at Goldman Sachs & Co. from 2007 to 2009. Mr. Fusaro is a 2007 graduate from Providence College.
Greg Barrato joined the Advisor as Vice President in November 2010 and has been Senior Vice
President of the Advisor since August 2013. Prior to joining the Advisor, Mr. Barrato served as Head Global Equity Trader and
Trader at Lucerne Capital Management, LLC from 2008 to 2010 and as Assistant Trader and Operations Manager at ReachCapital Management,
LP from 2004 to 2008. Mr. Barrato is a 2002 graduate from the University of Connecticut.
For more information about the portfolio
managers’ compensation, other accounts managed by the portfolio managers and the
portfolio managers’ ownership of securities in the Funds, see the SAI.
OTHER SERVICE PROVIDERS
Index Provider
Financial Development HoldCo LLC (“IndexIQ”) is
the index provider for each Fund. IndexIQ was formed as a Delaware limited
liability company on June 15, 2007 and is in the business of developing and
maintaining financial indexes, including the Underlying Indexes. Presently,
IndexIQ has developed and is maintaining a number of indexes in addition to the
Underlying Indexes, of which two are currently being used by a registered
investment company. IndexIQ has entered into an index licensing agreement (the
“Licensing Agreement”) with the Advisor to allow the Advisor’s use of the
Underlying Indexes for the operation of the Funds. The Advisor pays licensing
fees to IndexIQ from the Advisor’s management fees or other resources. The
Advisor has, in turn, entered into a sub-licensing agreement (the “Sub-Licensing
Agreement”) with the Trust to allow the Funds to utilize the Underlying Indexes.
The Funds pay no fees to IndexIQ or the Advisor under the Sub-Licensing
Agreement.
Fund Administrator, Custodian, Transfer Agent
and Securities Lending Agent
The Bank of New York Mellon (“BNY Mellon”), located at One Wall Street, New York,
New York 10286, serves as the Funds’ Administrator, Custodian, Transfer Agent and Securities Lending Agent. BNY Mellon is
the principal operating subsidiary of The Bank of New York Mellon Corporation.
Distributor
ALPS Distributors, Inc., 1290 Broadway, Suite
1100, Denver, Colorado 80203 serves as the Distributor of Creation Units for the
Funds on an agency basis. The Distributor does not maintain a Secondary Market
in Shares.
Independent Registered Public Accounting
Firm
Ernst & Young LLP, 5 Times Square, New York,
New York 10036, serves as the independent registered public accounting firm for
the Trust.
Legal Counsel
Katten Muchin Rosenman LLP, 575 Madison Avenue,
New York, New York 10022, serves as counsel to the Trust.
FREQUENT TRADING
The Trust’s Board of Trustees has not adopted policies and procedures with respect to frequent
purchases and redemptions of Fund Shares by Fund shareholders (“market timing”). In determining not to adopt market
timing policies and procedures, the Board noted that the Funds are expected to be attractive to active institutional and retail
investors interested in buying and selling Fund Shares on a short-term basis. In addition, the Board considered that, unlike traditional
mutual funds, a Fund’s Shares can only be purchased and redeemed directly from the Fund in Creation Units by Authorized
Participants, and that the vast majority of trading in a Fund’s Shares occurs on the Secondary Market. Because Secondary
Market trades do not involve a Fund directly, it is unlikely those trades would cause many of the harmful effects of market timing,
including dilution, disruption of portfolio management, increases in a Fund’s trading costs and the realization of capital
gains. With respect to trades directly with the Funds, to the extent effected in-kind (namely, for securities), those trades do
not cause any of the harmful effects that may result from frequent cash trades. To the extent trades are effected in whole or
in part in cash, the Board noted that those trades could result in dilution to a Fund and increased transaction costs (a Fund
may impose higher transaction fees to offset these increased costs), which could negatively impact the Fund’s ability to
achieve its investment objective. However, the Board noted that direct trading on a short-term basis by Authorized Participants
is critical to ensuring that a Fund’s Shares trade at or close to NAV. Given this structure, the Board determined that it
is not necessary to adopt market timing policies and procedures. Each Fund reserves the right to reject any purchase order at
any time and reserves the right to impose restrictions on disruptive or excessive trading in Creation Units.
The Board of Trustees has instructed the officers of the Trust to review reports of purchases and
redemptions of Creation Units on a regular basis to determine if there is any unusual trading in the Funds. The officers of the
Trust will report to the Board any such unusual trading in Creation Units that is disruptive to the Funds. In such event, the
Board may reconsider its decision not to adopt market timing policies and procedures.
SERVICE AND DISTRIBUTION PLAN
The
Board of Trustees of the Trust has adopted a Distribution and Service Plan
pursuant to Rule 12b-1 under the 1940 Act. In accordance with its Rule 12b-1
plan, each Fund is authorized to pay an amount up to 0.10% of its average daily
net assets each year to finance activities primarily intended to result in the
sale of Creation Units of each Fund or the provision of investor services. No
Rule 12b-1 fees are currently paid by the Funds and there are no plans to impose
these fees. However, in the event Rule 12b-1 fees are charged in the future,
they will be paid out of the respective Fund’s assets, and over time these fees
will increase the cost of your investment and they may cost you more than
certain other types of sales charges.
The Advisor and its affiliates may, out of their
own resources, pay amounts to third parties for distribution or marketing
services on behalf of the Funds. The making of these payments could create a
conflict of interest for a financial intermediary receiving such payments.
DETERMINATION OF NET ASSET VALUE (NAV)
The NAV of the Shares for a Fund is equal to the
Fund’s total assets minus the Fund’s total liabilities divided by the total
number of Shares outstanding. Interest and investment income on the Trust’s
assets accrue daily and are included in the Fund’s total assets. Expenses and
fees (including investment advisory, management, administration and distribution
fees, if any) accrue daily and are included in the Fund’s total liabilities. The
NAV that is published is rounded to the nearest cent; however, for purposes of
determining the price of Creation Units, the NAV is calculated to five decimal
places.
In calculating NAV, each Fund’s investments are valued using market quotations when available.
When market quotations are not readily available, are deemed unreliable or do not reflect material events occurring between the
close of local markets and the time of valuation, investments are valued using fair value pricing as determined in good faith
by the Advisor under procedures established by and under the general supervision and responsibility of the Trust’s Board
of Trustees. Investments that may be valued using fair value pricing include, but are not limited to: (1) securities that are
not actively traded, including “restricted” securities and securities received in private placements for which there
is no public market; (2) securities of an issuer that becomes bankrupt or enters into a restructuring; (3) securities whose trading
has been halted or suspended; and (4) foreign securities traded on exchanges that close before a Fund’s NAV is calculated.
Each of the IQ Asian Tigers ETF, IQ Asian Tigers Consumer ETF, IQ Asian Tigers Small Cap ETF, IQ Asia Pacific ex-Japan Small Cap
ETF, IQ Australia Mid Cap ETF and IQ Global Precious Metals Small Cap ETF hold foreign securities that trade on exchanges that
close before such Fund’s NAV is calculated.
The frequency with which each Fund’s investments
are valued using fair value pricing is primarily a function of the types of
securities and other assets in which the respective Fund invests pursuant to its
investment objective, strategies and limitations. If the Funds invest in other
open-end management investment companies registered under the 1940 Act, they may
rely on the net asset values of those companies to value the shares they hold of
them. Those companies may also use fair value pricing under some
circumstances.
Valuing the Funds’ investments using fair value
pricing results in using prices for those investments that may differ from
current market valuations. Accordingly, fair value pricing could result in a
difference between the prices used to calculate NAV and the prices used to
determine a Fund’s Indicative Intra-Day Value (“IIV”), which could result in the
market prices for Shares deviating from NAV.
The NAV is calculated by the Administrator and
Custodian and determined each Business Day as of the close of regular trading on
the NYSE Arca (ordinarily 4:00 p.m. New York time).
INDICATIVE INTRA-DAY VALUE
The approximate value of each Fund’s investments
on a per-Share basis, the Indicative Intra-Day Value, or IIV, is disseminated by
the NYSE Arca every 15 seconds during hours of trading on the NYSE Arca. The IIV
should not be viewed as a “real-time” update of NAV because the IIV may not be
calculated in the same manner as NAV, which is computed once per day.
An independent third party calculator calculates
the IIV for each Fund during hours of trading on the NYSE Arca by dividing the
“Estimated Fund Value” as of the time of the calculation by the total number of
outstanding Shares of that Fund. “Estimated Fund Value” is the sum of the
estimated amount of cash held in a Fund’s portfolio, the estimated amount of
accrued interest owed to the Fund and the estimated value of the securities held
in the Fund’s portfolio, minus the estimated amount of the Fund’s liabilities.
The IIV will be calculated based on the same portfolio holdings disclosed on the
Trust’s website.
The Funds provide the independent third party
calculator with information to calculate the IIV, but the Funds are not involved
in the actual calculation of the IIV and are not responsible for the calculation
or dissemination of the IIV. The Funds make no warranty as to the accuracy of
the IIV.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Net Investment Income and Capital
Gains
As a Fund shareholder, you are entitled
to your share of the Fund’s distributions of net investment income and net realized capital gains on its investments. The
Funds pay out substantially all of their net earnings to their shareholders as “distributions.”
The Funds typically earn income dividends from stocks
and interest from debt securities. These amounts, net of expenses, are typically passed along to Fund shareholders as dividends
from net investment income. The Funds realize capital gains or losses whenever they sell securities. Net capital gains are distributed
to shareholders as “capital gain distributions.”
Net investment income and net capital gains are typically
distributed to shareholders at least annually. Dividends may be declared and paid more frequently to improve index tracking or
to comply with the distribution requirements of the Internal Revenue Code (the “Code”). In addition, the Funds may
determine to distribute at least annually amounts representing the full dividend yield net of expenses on the underlying investment
securities, as if the Funds owned the underlying investment securities for the entire dividend period in which case some portion
of each distribution may result in a return of capital. You will be notified regarding the portion of the distribution that represents
a return of capital.
Distributions in cash may be reinvested automatically
in additional Shares of a Fund only if the broker through which you purchased Shares makes such option available.
Federal Income Taxes
The following is a summary of the
material U.S. federal income tax considerations applicable to an investment in Shares of a Fund. The summary is based on the laws
in effect on the date of this Prospectus and existing judicial and administrative interpretations thereof, all of which are subject
to change, possibly with retroactive effect. In addition, this summary assumes that a Fund shareholder holds Shares as capital
assets within the meaning of the Code and does not hold Shares in connection with a trade or business. This summary does not address
all potential U.S. federal income tax considerations possibly applicable to an investment in Shares of a Fund, to Fund shareholders
holding Shares through a partnership (or other pass-through entity) or to Fund shareholders subject to special tax rules. Prospective
Fund shareholders are urged to consult their own tax advisors with respect to the specific federal, state, local and foreign tax
consequences of investing in Fund shares.
The Funds have not requested and will not request an advance
ruling from the Internal Revenue Service (the “IRS”) as to the federal income tax matters described below. The IRS
could adopt positions contrary to those discussed below and such positions could be sustained. Prospective investors should consult
their own tax advisors with regard to the federal tax consequences of the purchase, ownership or disposition of Shares, as well
as the tax consequences arising under the laws of any state, foreign country or other taxing jurisdiction.
Tax Treatment of a Fund
Each Fund intends to qualify and elect to be treated as
a separate “regulated investment company” under the Code. To qualify and maintain its tax status as a regulated investment
company, each Fund must meet annually certain income and asset diversification requirements and must distribute annually at least
90% of its “investment company taxable income” (which includes dividends, interest and net short-term capital gains).
As a regulated investment company, a Fund generally will
not have to pay corporate-level federal income taxes on any ordinary income or capital gains that it distributes to its shareholders.
If a Fund fails to qualify as a regulated investment company for any year, (subject to certain curative measures allowed by the
Code) the Fund will be subject to regular corporate-level income tax in that year on all of its taxable income, regardless of
whether the Fund makes any distributions to its shareholders. In addition, distributions will be taxable to a Fund’s shareholders
generally as ordinary dividends to the extent of the Fund’s current and accumulated earnings and profits.
A Fund may be required to recognize taxable income in
advance of receiving the related cash payment. For example, if a Fund invests in original issue discount obligations (such as
zero coupon debt instruments or debt instruments with payment-in-kind interest), the Fund will be required to include in income
each year a portion of the original issue discount that accrues over the term of the obligation, even if the related cash payment
is not received by the Fund until a later year. Under the “wash sale” rules, a Fund may not be able to deduct a loss
on a disposition of a portfolio security. As a result, the Fund may be required to make an annual income distribution greater
than the total cash actually received during the year. Such distribution may be made from the cash assets of the Fund or by selling
portfolio securities. The Fund may realize gains or losses from such sales, in which event its shareholders may receive a larger
capital gain distribution than they would in the absence of such transactions.
A Fund will be subject to a 4% excise tax on certain undistributed
income if the Fund does not distribute to its shareholders in each calendar year at least 98% of its ordinary income for the calendar
year plus 98.2% of its capital gain net income for the twelve months ended October 31 of such year. Each Fund intends to make
distributions necessary to avoid the 4% excise tax.
Tax Treatment of Fund Shareholders
Fund Distributions.
In
general, Fund distributions are subject to federal income tax when paid, regardless of whether they consist of cash or property
or are re-invested in Shares. However, any Fund distribution declared in October, November or December of any calendar year and
payable to shareholders of record on a specified date during such month will be deemed to have been received by each Fund shareholder
on December 31 of such calendar year, provided such dividend is actually paid during January of the following calendar year.
Distributions of a Fund’s net investment income
(except, as discussed below, qualifying dividend income) and net short-term capital gains are taxable as ordinary income to the
extent of the Fund’s current or accumulated earnings and profits. Distributions of a Fund’s net long-term capital
gains in excess of net short-term capital losses are taxable as long-term capital gain to the extent of the Fund’s current
or accumulated earnings and profits, regardless of a Fund shareholder’s holding period in the Fund’s Shares. Distributions
of qualifying dividend income are taxable as long-term capital gain to the extent of the Fund’s current or accumulated earnings
and profits, provided that the Fund shareholder meets certain holding period and other requirements with respect to the distributing
Fund’s Shares and the distributing Fund meets certain holding period and other requirements with respect to its dividend-paying
stocks.
Each Fund intends to distribute its long-term capital
gains at least annually. However, by providing written notice to its shareholders no later than 60 days after its year-end, a
Fund may elect to retain some or all of its long-term capital gains and designate the retained amount as a “deemed distribution.”
In that event, the Fund pays income tax on the retained long-term capital gain, and each Fund shareholder recognizes a proportionate
share of the Fund’s undistributed long-term capital gain. In addition, each Fund shareholder can claim a refundable tax
credit for the shareholder’s proportionate share of the Fund’s income taxes paid on the undistributed long-term capital
gain and increase the tax basis of the Shares by an amount equal to shareholder’s proportionate share of the Fund’s
undistributed long-term capital gains, reduced by the amount of the shareholder’s tax credit.
Long-term capital gains of non-corporate Fund shareholders
(i.e., individuals, trusts and estates) are taxed at a maximum rate of 20%. In addition, Fund distributions of qualifying dividend
income to non-corporate Fund shareholders qualify for taxation at long-term capital gain rates.
In addition, if applicable to a Fund Shareholder, recent
legislation imposes a new 3.8 percent Medicare contribution tax on net investment income. Please consult your tax advisor regarding
this tax.
Investors considering buying Shares just prior to a distribution
should be aware that, although the price of the Shares purchased at such time may reflect the forthcoming distribution, such distribution
nevertheless may be taxable (as opposed to a non-taxable return of capital).
Sales of Shares.
Any capital gain or loss
realized upon a sale of Shares is treated generally as a long-term gain or loss if the Shares have been held for more than one
year. Any capital gain or loss realized upon a sale of Shares held for one year or less is generally treated as a short-term gain
or loss, except that any capital loss on the sale of Shares held for six months or less is treated as long-term capital loss to
the extent that capital gain dividends were paid with respect to the Shares.
Creation Unit Issues and Redemptions.
On an issue
of Shares of a Fund as part of a Creation Unit where the creation is conducted in-kind, an Authorized Participant recognizes capital
gain or loss equal to the difference between (i) the fair market value (at issue) of the issued Shares (plus any cash received
by the Authorized Participant as part of the issue) and (ii) the Authorized Participant’s aggregate basis in the exchanged
securities (plus any cash paid by the Authorized Participant as part of the issue). On a redemption of Shares as part of a Creation
Unit where the redemption is conducted in-kind, an Authorized Participant recognizes capital gain or loss equal to the difference
between (i) the fair market value (at redemption) of the securities received (plus any cash received by the Authorized Participant
as part of the redemption) and (ii) the Authorized Participant’s basis in the redeemed Shares (plus any cash paid by the
Authorized Participant as part of the redemption). However, the Internal Revenue Service (the “IRS”) may assert, under
the “wash sale” rules or on the basis that there has been no significant change in the Authorized Participant’s
economic position, that any loss on creation or redemption of Creation Units cannot be deducted currently.
In general, any capital gain or loss recognized upon the
issue or redemption of Shares (as components of a Creation Unit) is treated either as long-term capital gain or loss, if the deposited
securities (in the case of an issue) or the Shares (in the case of a redemption) have been held for more than one year, or otherwise
as short-term capital gain or loss. However, any capital loss on a redemption of Shares held for six months or less is treated
as long-term capital loss to the extent that capital gain dividends were paid with respect to such Shares.
Back-Up Withholding
. A Fund may be required
to report certain information on a Fund shareholder to the IRS and withhold federal income tax (“backup withholding”)
at a 28% rate from all taxable distributions and redemption proceeds payable to the Fund shareholder if the Fund shareholder fails
to provide the Fund with a correct taxpayer identification number (or, in the case of a U.S. individual, a social security number)
or a completed exemption certificate (e.g., an IRS Form W-8BEN in the case of a foreign Fund shareholder) or if the IRS notifies
the Fund that the Fund shareholder is otherwise subject to backup withholding. Backup withholding is not an additional tax and
any amount withheld may be credited against a Fund shareholder’s federal income tax liability.
Special Issues for Foreign Shareholders.
If
a Fund shareholder is not a U.S. citizen or resident or if a Fund shareholder is a foreign entity, the Fund’s ordinary income
dividends (including distributions of net short-term capital gains and other amounts that would not be subject to U.S. withholding
tax if paid directly to foreign Fund shareholders) will be subject, in general, to withholding tax at a rate of 30% (or at a lower
rate established under an applicable tax treaty). However, for Fund tax years that begin on or before December 31, 2013, interest-related
dividends and short-term capital gain dividends generally will not be subject to withholding tax; provided that the foreign shareholder
furnishes the Fund with a completed IRS Form W-8BEN (or acceptable substitute documentation) establishing the Fund shareholder’s
status as foreign and that the Fund does not have actual knowledge or reason to know that the foreign Fund shareholder would be
subject to withholding tax if the foreign shareholder were to receive the related amounts directly rather than as dividends from
the Fund.
Recently enacted legislation, will subject foreign shareholders
to U.S. withholding tax of 30% on all U.S. source income (including all dividends from the Fund) beginning in 2014, and gross
proceeds from the sale of U.S. stocks and securities (including the sale of Fund shares) beginning in 2017, unless they comply
with certainly newly-enacted reporting requirements. Complying with such requirements will require the shareholder, to provide
and certify certain information about itself and (where applicable) its beneficial owners, and foreign financial institutions
generally will be required to enter in an agreement with the U.S. Internal Revenue Service to provide it with certain information
regarding such shareholder’s account holders. Please consult your tax advisor regarding this tax.
To claim a credit or refund for any Fund-level taxes on
any undistributed long-term capital gains (as discussed above) or any taxes collected through back-up withholding, a foreign shareholder
must obtain a U.S. taxpayer identification number and file a federal income tax return even if the foreign shareholder would not
otherwise be required to obtain a U.S. taxpayer identification number or file a U.S. income tax return.
For a more detailed tax discussion regarding an investment in
the Funds, and for special tax treatment on the sale and distribution by certain funds, please see the section of the SAI entitled
“Taxation. ”
CODE OF ETHICS
The Trust, the Advisor, and the Distributor each
have adopted a code of ethics under Rule 17j-1 of the 1940 Act that is designed
to prevent affiliated persons of the Trust, the Advisor, and the Distributor
from engaging in deceptive, manipulative or fraudulent activities in connection
with securities held or to be acquired by the Funds (which may also be held by
persons subject to a code). There can be no assurance that the codes will be
effective in preventing such activities. The codes permit personnel subject to
them to invest in securities, including securities that may be held or purchased
by the Funds. The codes are on file with the SEC and are available to the
public.
FUND WEBSITE AND DISCLOSURE OF PORTFOLIO
HOLDINGS
The Advisor maintains a website for the Funds at
www.indexiq.com. The website for the Funds contains the following information,
on a per-Share basis, for each Fund: (1) the prior Business Day’s NAV; (2) the
reported mid-point of the bid-ask spread at the time of NAV calculation (the
“Bid-Ask Price”); (3) a calculation of the premium or discount of the Bid-Ask
Price against such NAV; and (4) data in chart format displaying the frequency
distribution of discounts and premiums of the Bid-Ask Price against the NAV,
within appropriate ranges, for each of the four previous calendar quarters (or
for the life of a Fund if, shorter). In addition, on each Business Day, before
the commencement of trading in Shares on the NYSE Arca, each Fund will disclose
on its website (www.indexiq.com) the identities and quantities of the portfolio
securities and other assets held by each Fund that will form the basis for the
calculation of NAV at the end of the Business Day.
A description of each Fund’s policies and
procedures with respect to the disclosure of the Fund’s portfolio securities is
available in the SAI.
OTHER INFORMATION
The Funds are not sponsored, endorsed, sold or
promoted by the NYSE Arca. The NYSE Arca makes no representation or warranty,
express or implied, to the owners of Shares or any member of the public
regarding the advisability of investing in securities generally or in the Funds
particularly or the ability of the Funds to achieve their objectives. The NYSE
Arca has no obligation or liability in connection with the administration,
marketing or trading of the Funds.
For purposes of the 1940 Act, the Funds are
registered investment companies, and the acquisition of Shares by other
registered investment companies and companies relying on exemption from
registration as investment companies under Section 3(c)(1) or 3(c)(7) of the
1940 Act is subject to the restrictions of Section 12(d)(1) of the 1940 Act,
except as permitted by an exemptive order that permits registered investment
companies to invest in the Funds beyond those limitations.
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the financial performance
of the Funds since their inception. The total return in the table represents the rate an investor would have earned (or lost)
on an investment in the respective Fund (assuming reinvestment of dividends and distributions). The information for IQ U.S. Real
Estate Small Cap ETF has been derived from the financial statements audited by Ernst & Young LLP, the independent registered
public accounting firm, whose report, along with the Fund’s financial statements, are included in the Fund’s Annual
Report, which is available upon request. Financial Highlights are not presented for the IQ Mexico Small Cap ETF, IQ Asian Tigers
ETF, IQ Asian Tigers Consumer ETF, IQ Asian Tigers Small Cap ETF, IQ Asia Pacific ex-Japan Small Cap ETF, IQ Australia Mid Cap
ETF, IQ Canada Mid Cap ETF and IQ Global Precious Metals Small Cap ETF since the Funds did not commence operations and therefore
such information was not included in the Annual Report.
Financial Highlights
(continued)
|
Selected Data for a Share of Capital Stock
Outstanding
|
|
|
|
|
|
|
|
IQ US
Real Estate
Small Cap ETF
|
|
|
|
|
For the
Year
Ended
April 30,
2013
|
|
|
|
For the
Period
June 13,
2011
1
to
April 30,
2012
|
|
Net asset value, beginning of period
|
|
$
|
20.42
|
|
|
$
|
19.91
|
|
|
|
|
|
|
|
|
|
|
|
Income from Investment Operations
|
|
|
|
|
|
|
|
|
Net investment income (loss)
2
|
|
|
0.83
|
|
|
|
0.73
|
|
Net realized and unrealized gain (loss) on
|
|
|
|
|
|
|
|
|
investments
|
|
|
7.00
|
|
|
|
0.37
|
|
Net increase (decrease) in net assets resulting
|
|
|
|
|
|
|
|
|
from investment operations
|
|
|
7.83
|
|
|
|
1.10
|
|
|
|
|
|
|
|
|
|
|
|
Distributions from:
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(1.18
|
)
|
|
|
(0.59
|
)
|
Net realized gains
|
|
|
—
|
|
|
|
—
|
|
Total distributions from net investment income
|
|
|
|
|
|
|
|
|
and realized gains
|
|
|
(1.18
|
)
|
|
|
(0.59
|
)
|
Net asset value, end of period
|
|
$
|
27.07
|
|
|
$
|
20.42
|
|
|
|
|
|
|
|
|
|
|
|
Total Return
|
|
|
|
|
|
|
|
|
Total investment return based on net
|
|
|
|
|
|
|
|
|
asset value
5
|
|
|
39.85
|
%
|
|
|
6.05
|
%
|
|
|
|
|
|
|
|
|
|
|
Ratios/Supplemental Data
|
|
|
|
|
|
|
|
|
Net assets, end of period (000's omitted)
|
|
$
|
58,192
|
|
|
$
|
32.669
|
|
Ratio to average net assets of:
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
0.69
|
%
|
|
|
0.69
|
%
6
|
Net investment income (loss)
|
|
|
3.70
|
%
|
|
|
4.43
|
%
6
|
Portfolio turnover rate
7
|
|
|
16
|
%
|
|
|
11
|
%
|
|
1
|
Commencement of operations.
|
|
2
|
Based on average shares
outstanding.
|
|
3
|
Less than $0.005 per
share.
|
|
4
|
Greater than $(0.005)
per share.
|
|
5
|
Total investment return
is calculated assuming an initial investment made at
the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, if
any, at net asset value during the period, and redemption
on the last day of the period. Total return calculated
for a period less than one year is not annualized. Total
returns may reflect adjustments to conform to generally
accepted accounting principles.
|
|
7
|
Portfolio turnover
rate is not annualized and excludes the value of portfolio
securities received or delivered as in-kind creations
or redemptions in connection with the Fund's capital
share transactions.
|
|
8
|
Portfolio turnover
rate for the period was greater than 0% yet less than
0.5%
|
PRIVACY POLICY
The following
notice does not constitute part of the Prospectus, nor is it incorporated into
the Prospectus.
IndexIQ ETF Trust
is committed to respecting the privacy of personal information you entrust to us
in the course of doing business with us.
The Trust may
collect non-public personal information from various sources. The Trust uses
such information provided by you or your representative to process transactions,
to respond to inquiries from you, to deliver reports, products, and services,
and to fulfill legal and regulatory requirements.
We do not disclose
any non-public personal information about our customers to anyone unless
permitted by law or approved by the customer. We may share this information
within the Trust’s family of companies in the course of providing services and
products to best meet your investing needs. We may share information with
certain third parties who are not affiliated with the Trust to perform marketing
services, to process or service a transaction at your request or as permitted by
law. For example, sharing information with companies that maintain or service
customer accounts for the Trust is essential. We may also share information with
companies that perform administrative or marketing services for the Trust,
including research firms. When we enter into such a relationship, we restrict
the companies’ use of our customers’ information and prohibit them from sharing
it or using it for any purposes other than those for which they were hired.
We maintain
physical, electronic, and procedural safeguards to protect your personal
information. Within the Trust, we restrict access to personal information to
those employees who require access to that information in order to provide
products or services to our customers, such as handling inquiries. Our
employment policies restrict the use of customer information and require that it
be held in strict confidence.
We will adhere to
the policies and practices described in this notice for both current and former
customers of the Trust.
FREQUENTLY USED TERMS
|
|
Trust
|
IndexIQ ETF Trust, a registered open-end investment company
|
Funds
|
The investment portfolios of the Trust
|
Shares
|
Shares of the Funds offered to investors
|
Advisor
|
IndexIQ Advisors LLC
|
Custodian
|
The Bank of New York Mellon, the custodian of the Funds’
assets
|
Distributor
|
ALPS Distributors, Inc., the distributor to the Funds
|
AP or Authorized Participant
|
Certain large institutional investors such as brokers, dealers, banks
or other entities that have entered into authorized participant agreements
with the Distributor.
|
NYSE Arca
|
NYSE Arca, Inc., the primary market on which Shares are listed for
trading
|
IIV
|
The Indicative Intra-Day Value, an appropriate per-Share value based on
a Fund’s portfolio
|
1940 Act
|
Investment Company Act of 1940, as amended
|
NAV
|
Net asset value
|
SAI
|
Statement of Additional Information
|
SEC
|
Securities and Exchange Commission
|
Secondary Market
|
A national securities exchange, national securities association or
over-the-counter trading system where Shares may trade from time to
time
|
Securities Act
|
Securities Act of 1933, as amended
|
IndexIQ ETF Trust
IndexIQ ETF
Trust
Mailing Address
800 Westchester Avenue, Suite N-611
Rye
Brook, New York 10573
1-888-934-0777
www.indexiq.com
PROSPECTUS
| AUGUST 28, 2013
IndexIQ ETF Trust
For More Information
If you would like more information about the
Trust, the Funds and the Shares, the following documents are available free upon
request:
Annual/Semi-annual Report
Additional information about a Fund’s investments
is available in the Fund’s annual and semi-annual reports to shareholders. In
the Fund’s annual report, you will find a discussion of the market conditions
and investment strategies that significantly affected the Fund’s performance
during the last fiscal year.
Statement of Additional Information
Additional information about the Funds and their
policies is also available in the Funds’ SAI. The SAI is incorporated by
reference into this Prospectus (and is legally considered part of this
Prospectus).
The Fund’s annual and semi-annual reports (when
available) and the SAI are available free upon request by calling IndexIQ at
1-888-934-0777. You can also access and download the annual and semi-annual
reports and the SAI at the Fund’s website: http://www.indexiq.com.
To obtain other information and for shareholder
inquiries:
|
|
By telephone:
|
1-888-934-0777
|
|
|
By mail:
|
IndexIQ ETF Trust
c/o IndexIQ
800 Westchester Avenue,
Suite N-611
Rye Brook, NY 10573
|
|
On the Internet:
|
SEC Edgar database: http://www.sec.gov; or
www.indexiq.com
|
You may review and obtain copies of Fund
documents (including the SAI) by visiting the SEC’s public reference room in
Washington, D.C. You may also obtain copies of Fund documents, after paying a
duplicating fee, by writing to the SEC’s Public Reference Section, Washington,
D.C. 20549-0102 or by electronic request to: publicinfo@sec.gov. Information on
the operation of the public reference room may be obtained by calling the SEC at
(202) 942-8090.
No person is authorized to give any information
or to make any representations about the Funds and their Shares not contained in
this Prospectus and you should not rely on any other information. Read and keep
the Prospectus for future reference.
Dealers effecting transactions in the Funds’
Shares, whether or not participating in this distribution, may be generally
required to deliver a Prospectus. This is in addition to any obligation dealers
have to deliver a Prospectus when acting as underwriters.
IQ® and IndexIQ® are registered service marks of IndexIQ.
The Funds’ investment company registration number
is 811-22227.
STATEMENT OF ADDITIONAL INFORMATION
INDEXIQ ETF
TRUST
800 WESTCHESTER AVENUE
SUITE N-611
RYE
BROOK, NEW YORK 10573
PHONE: (888) 934-0777
August 28, 2013
This Statement of Additional Information (this “SAI”) is not a prospectus. It should
be read in conjunction with and is incorporated by reference into the prospectus dated August 28, 2013 (the “Prospectus”)
for the IndexIQ ETF Trust (the “Trust”), relating to the funds (each, a “Fund” and, collectively, the
“Funds”) set forth in the table below, as it may be revised from time to time. A copy of the Prospectus for the Trust,
relating to the Funds, may be obtained without charge by writing to the Trust, c/o ALPS Distributors, Inc., 1290 Broadway, Suite
1100, Denver, Colorado 80203, by calling (888) 934-0777, or by visiting the Trust’s website at www.indexiq.com.
Fund Name
IQ Mexico Small Cap ETF
IQ Asian Tigers ETF
IQ Asian Tigers Consumer ETF
IQ Asian
Tigers Small Cap ETF
IQ Asia Pacific ex-Japan Small Cap ETF
IQ Australia Mid Cap ETF
IQ Canada Mid Cap ETF
IQ Global
Precious Metals Small Cap ETF
IQ U.S. Real Estate Small Cap ETF
Capitalized terms used but not defined herein
have the same meaning as in the Prospectus, unless otherwise noted.
TABLE
OF CONTENTS
No person has been authorized to give any
information or to make any representations other than those contained in this
SAI and the Prospectus and, if given or made, such information or
representations may not be relied upon as having been authorized by the
Trust.
The SAI does not constitute an offer to sell
securities.
The information contained herein regarding the indexes underlying each Fund (each, an “Underlying
Index”, and, collectively, the “Underlying Indexes”) and Financial Development Holdco LLC, doing business as
IndexIQ (“IndexIQ” or the “Index Provider”) was provided by the Index Provider, while the information
contained herein regarding the securities markets and The Depository Trust Company (“DTC”) was obtained from publicly
available sources. The Underlying Indexes are the IQ Mexico Small Cap Index, IQ Asian Tigers Index, IQ Asian Tigers Consumer Index,
IQ Asian Tigers Small Cap Index, IQ Asia Pacific ex-Japan Small Cap Index, IQ Australia Mid Cap Index, IQ Canada Mid Cap Index,
IQ Global Precious Metals Small Cap Index and IQ U.S. Real Estate Small Cap Index.
SHARES OF THE TRUST ARE NOT SPONSORED, ENDORSED,
SOLD OR PROMOTED BY INDEXIQ. INDEXIQ MAKES NO REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, TO THE OWNERS OF THE SHARES OF THE TRUST OR ANY MEMBER OF
THE PUBLIC REGARDING THE ADVISABILITY OF TRADING IN THE PRODUCT(S). INDEXIQ HAS
NO OBLIGATION TO TAKE THE NEEDS OF INDEXIQ ADVISORS LLC (IN ITS CAPACITY AS
LICENSEE OF THE UNDERLYING INDEXES, THE “LICENSEE”) OR THE OWNERS OF THE SHARES
OF THE TRUST INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE
UNDERLYING INDEXES. INDEXIQ IS NOT RESPONSIBLE FOR AND HAS NOT PARTICIPATED IN
THE DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THE SHARES OF
THE TRUST TO BE LISTED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY
WHICH THE SHARES OF THE TRUST ARE TO BE CONVERTED INTO CASH. INDEXIQ HAS NO
OBLIGATION OR LIABILITY IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR
TRADING OF THE SHARES OF THE TRUST.
INDEXIQ DOES NOT GUARANTEE THE ACCURACY AND/OR
THE COMPLETENESS OF THE UNDERLYING INDEXES OR ANY DATA INCLUDED THEREIN AND
INDEXIQ SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS
THEREIN. INDEXIQ MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE
OBTAINED BY LICENSEE, OWNERS OF THE SHARES OF THE TRUST, OR ANY OTHER PERSON OR
ENTITY FROM THE USE OF THE UNDERLYING INDEXES OR ANY DATA INCLUDED THEREIN.
INDEXIQ MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL
WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH
RESPECT TO THE UNDERLYING INDEXES OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING
ANY OF THE FOREGOING, IN NO EVENT SHALL INDEXIQ HAVE ANY LIABILITY FOR ANY LOST
PROFITS OR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST
PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. THERE ARE NO
THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN INDEXIQ AND
LICENSEE.
GENERAL DESCRIPTION OF THE
TRUST AND THE FUNDS
The Trust was organized as a Delaware statutory
trust on July 1, 2008 and is authorized to have multiple segregated series or
portfolios. The Trust is an open-end management investment company registered
under the Investment Company Act of 1940 (the “1940 Act”). The Trust currently
consists of a number of separate investment portfolios, of which nine are in
operation. This SAI addresses the following investment portfolios of the Trust,
each of which is deemed to be non-diversified for the purposes of the 1940
Act:
IQ Mexico Small Cap ETF
IQ Asian Tigers ETF
IQ Asian Tigers Consumer ETF
IQ Asian Tigers Small Cap ETF
IQ
Asia Pacific ex-Japan Small Cap ETF
IQ Australia Mid Cap ETF
IQ Canada Mid Cap ETF
IQ Global Precious Metals Small
Cap ETF
IQ U.S. Real Estate Small Cap ETF
(each, a “Fund” and, collectively, the “Funds”).
Other portfolios may be added to the Trust in the future. The shares of the
Funds are referred to herein as “Fund Shares” or “Shares.” The offering of
Shares is registered under the Securities Act of 1933, as amended (the
“Securities Act”).
The Funds are managed by IndexIQ Advisors LLC
(the “Advisor”). The Advisor has been registered as an investment adviser with
the Securities and Exchange Commission (the “SEC”) since August 2007 and is
wholly owned by Financial Development Holdco LLC d/b/a IndexIQ.
The Funds offer and issue Shares at net asset value (the “NAV”) only in aggregations
of a specified number of Shares (each, a “Creation Unit” or a “Creation Unit Aggregation”), generally
in exchange for a basket of equity securities included in the relevant Underlying Indexes (the “Deposit Securities”),
together with the deposit of a specified cash payment (the “Cash Component”). The IQ Asian Tigers ETF, IQ Asian Tigers
Consumer ETF and IQ Asian Tigers Small Cap ETF (together, the “Cash Creation Funds” and, each, a “Cash Creation
Fund”) issue Creation Units in a significant proportion for a Cash Component that represents the whole value of the applicable
equity securities of the relevant Underlying Index. The Shares of each Fund trade or are expected to trade on the NYSE Arca, Inc.
(the “Exchange”). Fund Shares will trade on the Exchange at market prices that may be below, at, or above NAV. Shares
are redeemable only in Creation Unit Aggregations and, generally, in exchange for Deposit Securities and a Cash Component. The
Cash Creation Funds intend that the Cash Component will principally represent the whole or a significant portion of the Creation
Unit redemption proceeds. Creation Units are aggregations of 50,000 Shares of a Fund. In the event of the liquidation of a Fund,
the Trust may lower the number of Shares in a Creation Unit.
If a Fund presently creates and redeems Fund Shares in kind, the Trust reserves the right to offer
a “cash” option for creations and redemptions of Fund Shares. Fund Shares may be issued in advance of receipt of Deposit
Securities subject to various conditions, including a requirement to maintain on deposit with the Trust cash at least equal to
115% of the market value of the missing Deposit Securities. In the instances of the Cash Creation Funds, transaction fees may
be imposed that will be higher than the transaction fees associated with in kind creations or redemptions. In all cases, such
fees will be limited in accordance with the requirements of the SEC applicable to management investment companies offering redeemable
securities.
EXCHANGE LISTING AND TRADING
There can be no assurance that the requirements
of the Exchange necessary for each Fund to maintain the listing of its Shares
will continue to be met. The Exchange will consider the suspension of trading
and delisting of the Shares of a Fund from listing if (i) following the initial
12-month period beginning at the commencement of trading of a Fund, there are
fewer than 50 beneficial owners of the Shares of the Fund for 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 trading on the
Exchange inadvisable. The Exchange will remove the Shares of a Fund from listing
and trading upon termination of such Fund.
The Funds’ continued listing on the Exchange or
another stock exchange or market system is a condition of the exemptive relief
the Funds obtained from the SEC to operate as exchange-traded funds (“ETFs”).
Any Fund’s failure to be so listed would result in the termination of the
Fund.
As in the case of other stocks traded on the
Exchange, brokers’ commissions on transactions will be based on negotiated
commission rates at customary levels.
The Trust reserves the right to adjust the price
levels of the Shares in the future to maintain convenient trading ranges for
investors. Any adjustments would be accomplished through stock splits or reverse
stock splits, which would have no effect on the net assets of each Fund.
INVESTMENT OBJECTIVES AND
POLICIES
Investment Objectives
Each Fund has a distinct investment objective and
policies. There can be no assurance that a Fund’s objective will be achieved.
The investment objective of each Fund is to provide investment results that
correspond generally to the price and yield (before the Fund’s fees and
expenses) of a particular index (each, an “Underlying Index”) created by
Financial Development Holdco LLC, the Advisor’s parent company (“IndexIQ”).
All investment objectives and investment policies
not specifically designated as fundamental may be changed without shareholder
approval. Additional information about the Funds, their policies, and the
investment instruments they may hold, is provided below.
The Funds’ share prices will fluctuate with
market, economic and, to the extent applicable, foreign exchange conditions. The
Funds should not be relied upon as a complete investment program.
IndexIQ serves as the index provider to the Trust
and uses a proprietary rules-based methodology (the “Index Methodology”) to
construct and maintain the Underlying Index of each Fund. The Underlying Index
to each Fund and the Index Methodology for each Underlying Index, including a
list of the component securities of such Underlying Index, can be found on the
Trust’s website at www.indexiq.com.
Investment Restrictions
The investment restrictions set forth below have been adopted by the Board of Trustees of the Trust
(the “Board”) as fundamental policies that cannot be changed with respect to a Fund without the affirmative vote of
the holders of a majority (as defined in the 1940 Act) of the outstanding voting securities of the Fund. The investment objective
of each Fund and all other investment policies or practices of the Fund are considered by the Trust not to be fundamental and
accordingly may be changed without shareholder approval. For purposes of the 1940 Act, a “majority of the outstanding voting
securities” means the lesser of the vote of (i) 67% or more of the Shares of the Fund present at a meeting, if the holders
of more than 50% of the outstanding Shares of the Fund are present or represented by proxy, or (ii) more than 50% of the Shares
of the Fund.
For purposes of the following limitations, any
limitation which involves a maximum percentage shall not be considered violated
unless an excess over the percentage occurs immediately after, and is caused by,
an acquisition or encumbrance of securities or assets of, or borrowings by, a
Fund. With respect to the Funds’ fundamental investment restriction B, asset
coverage of at least 300% (as defined in the 1940 Act), inclusive of any amounts
borrowed, must be maintained at all times.
As a matter of fundamental policy, a Fund (except
as to any specific Fund otherwise noted below) may not:
A. Except for the IQ Asian Tigers Consumer ETF,
IQ U.S. Real Estate Small Cap ETF and IQ Global Precious Metals Small Cap ETF,
invest 25% of its total assets in the securities of issuers conducting their
principal business activities in the same industry or group of industries
(excluding the U.S. government or any of its agencies or instrumentalities).
Nonetheless, to the extent the Fund’s Underlying Index is concentrated in a
particular industry or group of industries, the Fund’s investments will exceed
this 25% limitation to the extent that it is necessary to gain exposure to
Underlying Index Components (as defined below) to track its Underlying Index.
Each of the industry-related Funds will concentrate their assets in securities
of issuers in a particular industry or group of industries identified in its
Prospectus description contained under the caption “Index Description.” That is,
the IQ Asian Tigers Consumer ETF, IQ U.S. Real Estate Small Cap ETF and IQ
Global Precious Metals Small Cap ETF will concentrate in the securities of
issuers in the consumer, real estate, and precious metals industries or sectors,
respectively.
B. Borrow money, except (a) the Fund may borrow
from banks (as defined in the 1940 Act) or through reverse repurchase agreements
in amounts up to 33
1
/
3
% of its
total assets (including the amount borrowed); (b) the Fund may, to the extent
permitted by applicable law, borrow up to an additional 5% of its total assets
for temporary purposes; (c) the Fund may obtain such short-term credits as may
be necessary for the clearance of purchases and sales of portfolio securities;
(d) the Fund may purchase securities on margin to the extent permitted by
applicable law; and (e) the Fund may engage in portfolio transactions, such as
mortgage dollar rolls which are accounted for as financings.
C. Make loans, except through (a) the purchase of
debt obligations in accordance with the Fund’s investment objective and
policies; (b) repurchase agreements with banks, brokers, dealers and other
financial institutions; and (c) loans of securities as permitted by applicable
law.
D. Underwrite securities issued by others, except
to the extent that the sale of portfolio securities by the Fund may be deemed to
be an underwriting.
E. Purchase, hold or deal in real estate,
although the Fund may purchase and sell securities or other investments that are
secured by real estate or interests therein or that reflect the return of an
index of real estate values, securities of real estate investment trusts and
other companies that are engaged primarily in real estate-related businesses and
mortgage-related securities and may hold and sell real estate acquired by the
Fund as a result of the ownership of securities.
F. Invest in commodities or currencies, except
that the Fund may invest in (a) publicly traded commodity pools or (b) financial
instruments (such as structured notes, swaps, futures contracts, forward
contracts, and options on such contracts) (i) on commodities or currencies, (ii)
that represent indices of commodity or currency prices, or (iii) that reflect
the return of such indices.
G. Issue senior securities to the extent such
issuance would violate applicable law.
INVESTMENT STRATEGIES AND
RISKS
A discussion of the risks associated with an
investment in each Fund is contained in the Funds’ Prospectus under the headings
“Principal Risk Factors,” “Additional Description of the Principal Risks of the
Funds” and “Additional Risks.” The discussion below supplements, and should be
read in conjunction with, such sections of the Funds’ Prospectus.
General
Investment in each Fund should be made with an
understanding that the value of the portfolio of securities held by such Fund
may fluctuate in accordance with changes in the financial condition of the
issuers of the portfolio securities, the value of common stocks generally and
other factors.
None of the Funds is actively managed by
traditional methods and therefore the adverse financial condition of any one
issuer will not result in the elimination of its securities from the portfolio
securities held by the Fund unless the securities of such issuer are removed
from its respective Underlying Index.
An investment in each Fund should also be made
with an understanding that a Fund will not be able to replicate exactly the
performance of its Underlying Index because the total return generated by its
portfolio securities will be reduced by transaction costs incurred in adjusting
the actual balance of such securities and other Fund expenses, whereas such
transaction costs and expenses are not included in the calculation of its
Underlying Index. It is also possible that for short periods of time, a Fund may
not fully replicate the performance of its Underlying Index due to the temporary
unavailability of certain Underlying Index securities in the Secondary Market or
due to other extraordinary circumstances. Such events are unlikely to continue
for an extended period of time because a Fund is required to correct such
imbalances by means of adjusting the composition of its portfolio securities. It
is also possible that the composition of a Fund may not exactly replicate the
composition of its Underlying Index if the Fund has to adjust its portfolio
securities in order to continue to qualify as a “regulated investment company”
under the Internal Revenue Code of 1986 (the “Code”).
Each Underlying Index consists of a number of
components (the “Underlying Index Components”) selected in accordance with
IndexIQ’s rules-based methodology for such Underlying Index.
The IQ Mexico Small Cap ETF is part of a family
of funds that seeks to track Underlying Indexes, which in turn seek to track the
overall performance of the small capitalization sector of publicly traded
companies domiciled and primarily listed on an exchange in the country
designated in each Fund’s title.
The IQ Australia Mid Cap ETF, IQ Canada Mid Cap
ETF and IQ Japan Mid Cap ETF comprise a family of funds that seeks to track
Underlying Indexes, which in turn seek to track the overall performance of the
mid capitalization sector of publicly traded companies domiciled and primarily
listed on an exchange in the country designated in each Fund’s title.
The IQ Asian Tigers ETF, IQ Asian Tigers Consumer ETF and IQ Asian Tigers Small Cap ETF comprise
a family of funds that seeks to track Underlying Indexes, which in turn seek to track the overall performance of varying segments
of publicly traded companies domiciled and primarily listed on an exchange in any of the following markets: Hong Kong, Indonesia,
Malaysia, Philippines, Singapore, South Korea, Taiwan, Thailand and Vietnam (“Asian Tiger Markets”).
The IQ Asia Pacific ex-Japan Small Cap ETF seeks to track its respective Underlying Index, which
in turn seeks to track the overall performance of the small capitalization sector of publicly traded companies domiciled and primarily
listed on an exchange in the Asia Pacific ex-Japan region.
The IQ U.S. Real Estate Small Cap ETF and IQ Global Precious Metals Small Cap ETF each seeks
to track its Underlying Index, which in turn seeks to track the overall performance of the small capitalization sector of publicly
traded companies in the U.S. real estate investment industry and global precious metals industry, respectively.
Under normal circumstances, at least 80% of a Fund’s net assets (excluding collateral held
from securities lending), plus the amount of any borrowings for investment purposes, will be invested in its Underlying Index
Components and in depositary receipts based on the securities in its Underlying Index; provided, however, that the Advisor does
not expect the IQ U.S. Real Estate Small Cap ETF to invest in depositary receipts. In addition, each Fund may invest up to 20%
of its net assets in investments not included in its Underlying Index, but which the Advisor believes will help the Fund track
its Underlying Index. For example, there may be instances in which the Advisor may choose to purchase (or sell) securities not
in the Underlying Index that the Advisor believes are appropriate to substitute for one or more Underlying Index Components in
seeking to replicate, before fees and expenses, the performance of the Underlying Index.
Furthermore, a Fund may invest in one or more
financial instruments, including but not limited to futures contracts, swap
agreements and forward contracts, reverse repurchase agreements, and options on
securities, indices and futures contracts (collectively, “Financial
Instruments”). As an example of the use of such Financial Instruments, the Fund
may use total return swaps on one or more Underlying Index Components in order
to achieve exposures that are similar to those of the Underlying Index.
At least 40% of the net assets of the IQ Global
Precious Metals Small Cap ETF will be comprised of securities in two or more
non-U.S. countries.
The Funds will not directly employ leverage in
their investment strategies.
Generally, the Underlying Index methodologies may
be summarized as noted below.
Liquidity Requirements
To be eligible for inclusion in any of the Fund’s
Underlying Indexes, a security must have a three-month average daily trading
volume of at least $1 million and minimum monthly volume of 250,000 shares each
month over the last six months as of each rebalance date.
Additionally, to be eligible for inclusion in the
below listed indexes, a security must meet the indicated liquidity requirements
based on minimum average market capitalization for the prior 90 days and as of
the rebalance date:
-
$150 million for the IQ Mexico Small Cap Index, IQ Asian
Tigers Consumer Index, IQ Asian Tigers Small Cap Index, IQ Asia Pacific
ex-Japan Small Cap Index, IQ U.S. Real Estate Small Cap Index and IQ Global
Precious Metals Cap Index.
-
$500 million for the IQ Asian Tigers Index, IQ Australia Mid Cap Index and IQ Canada Mid Cap Index.
Market Capitalization Eligibility
To be eligible for inclusion in the below listed
indexes, a security must meet the indicated minimum average market
capitalization for the 90 days prior to the rebalance date:
-
Equal to the top 85% ranking of companies in the Asian Tiger
Markets based on market capitalization for the IQ Asian Tigers Index.
-
Equal to the top 85% ranking of companies in the respective country or region based on market capitalization
for the IQ Australia Mid Cap Index and IQ Canada Mid Cap Index.
To be eligible for inclusion in the below listed
indexes, a security must meet the indicated maximum average market
capitalization for the 90 days prior to the rebalance date:
-
Equal to the bottom 15% ranking of companies in the
respective country, region and/or industry based on market capitalization for
the IQ Mexico Small Cap Index, IQ Asian Tigers Small Cap Index and IQ Asia
Pacific ex-Japan Small Cap Index.
-
Equal to the bottom 30% ranking of companies in the respective country or region based on market capitalization
for the IQ Australia Mid Cap Index, IQ Canada Mid Cap Index and IQ Japan Mid Cap Index.
-
Equal to the bottom 10% ranking of Precious Metals Companies
globally based on market capitalization for the IQ Precious Metals Small Cap
Index.
-
Equal to the bottom 10% ranking of Real Estate Companies in
the U.S. based on market capitalization for the IQ U.S. Real Estate Small Cap
Index.
Reconstitution & Rebalance
Frequency
Each Underlying Index will be reconstituted and rebalanced on a quarterly basis.
Index Risk
The Underlying Indexes are new and have limited
historical performance data that is not predictive of future results. In
constructing the underlying strategies of the Underlying Indexes, IndexIQ may
not be successful in replicating the target returns.
Tracking Error Risk
Each Fund’s performance may not match its
Underlying Index during any period of time. Although a Fund attempts to track
the performance of its Underlying Index, the Fund may not be able to duplicate
its exact composition or return for any number of reasons, including but not
limited to the risk that the strategies used by the Advisor to match the
performance of the Underlying Index may fail to produce the intended results,
liquidity risk and new fund risk, as well as the incurring of Fund expenses,
which the Underlying Index does not incur. The Cash Creation Funds will face
additional transaction costs and liquidity issues which may affect those Funds’
ability to match the return of the Underlying Index.
Each Fund is expected to fair value the foreign
securities it holds. To the extent a Fund calculates its NAV based on fair value
prices and the value of the Underlying Index is based on the securities’ closing
price on local foreign markets (
i.e.
, the value of the Underlying Index
is not based on fair value prices), the Fund’s ability to track the Underlying
Index may be adversely affected. To the extent that the value of assets
denominated in foreign currencies is converted into U.S. dollars using exchange
rates selected by the Advisor that differ from the exchange rates selected by
the index provider for use in calculating the Underlying Index, the Fund’s
ability to track the Underlying Index may be adversely impacted. In addition,
the Fund may not be able to invest in certain securities included in the
Underlying Index due to restrictions or limitations imposed by, or a lack of
liquidity in, certain countries and stock exchanges in which such securities
trade or may be delayed in purchasing or selling securities included in the
Underlying Index. In addition, if the Fund utilizes depositary receipts and/or
derivative instruments, its return may not correlate as well with the Underlying
Index as would be the case if the Fund purchased all the securities in the
Underlying Index directly.
Common Stock
Each Fund invests in common stock. Common stock
is issued by companies principally to raise cash for business purposes and
represents a residual interest in the issuing company. A Fund participates in
the success or failure of any company in which it holds stock. The prices of
equity securities change in response to many factors, including the historical
and prospective earnings of the issuer, the value of its assets, general
economic conditions, interest rates, investor perceptions and market
liquidity.
Depositary Receipts
Each Fund will normally invest at least 80% of
its total assets in the securities of its Underlying Index and in depositary
receipts based on the securities in its Underlying Index; provided, however,
that the Advisor does not expect the IQ U.S. Real Estate Small Cap ETF to invest
in depositary receipts. Types of depositary receipts in which a Fund may invest
include ADRs, EDRs and GDRs. ADRs are receipts that are traded in the United
States evidencing ownership of the underlying foreign securities and are
denominated in U.S. dollars. EDRs and GDRs are receipts issued by a non-U.S.
financial institution evidencing ownership of underlying foreign or U.S.
securities and usually are denominated in foreign currencies. EDRs and GDRs may
not be denominated in the same currency as the securities they represent.
Generally, EDRs and GDRs are designed for use in the foreign securities
markets.
To the extent a Fund invests in ADRs, such ADRs
will be listed on a national securities exchange. To the extent a Fund invests
in GDRs or EDRs, such GDRs and EDRs will be listed on a foreign exchange. A Fund
will not invest in any unlisted depositary receipt or any depositary receipt for
which pricing information is not readily available. Generally, all depositary
receipts must be sponsored. The Fund, however, may invest in unsponsored
depositary receipts under certain limited circumstances. A non-sponsored
depository may not provide the same shareholder information that a sponsored
depository is required to provide under its contractual arrangement with the
issuer. Therefore, there may be less information available regarding such
issuers and there may not be a correlation between such information and the
market value of the depositary receipts.
Emerging Markets Companies
Certain of the Funds invest in securities issued
by foreign companies generally located in emerging markets. The risks of foreign
investment are generally heightened when the issuer is located in an emerging
country. Many emerging countries have experienced currency devaluations and
substantial (and, in some cases, extremely high) rates of inflation. Other
emerging countries have experienced economic recessions. These circumstances
have had a negative effect on the economies and securities markets of such
emerging countries. Many emerging countries are subject to a substantial degree
of economic, political and social instability. Investing in emerging countries
involves greater risk of loss due to expropriation, nationalization,
confiscation of assets and property or the imposition of restrictions on foreign
investments and on repatriation of capital invested.
Lending of Portfolio Securities
The Funds may lend portfolio securities
constituting up to 33
1
/
3
% of each
Fund’s total assets (as permitted by the 1940 Act). Under present regulatory
policies, such loans may be made to institutions, such as brokers or dealers,
pursuant to agreements requiring the loans to be continuously secured by
collateral in cash, securities issued or guaranteed by the U.S. Government or
one of its agencies or instrumentalities, irrevocable bank letters of credit
(upon consent of the Board of Trustees) or any combination thereof, marked to
market daily, at least equal to the market value of the securities loaned. Cash
received as collateral for securities lending transactions may be invested in
liquid, short-term investments approved by the Investment Advisor.
Investing
the collateral subjects the Funds to risks, and each Fund will be responsible
for any loss that may result from its investment of the borrowed collateral. The
Funds will have the right to terminate a loan at any time and recall the loaned
securities within the normal and customary settlement time for securities
transactions. For the duration of a loan, the respective Fund will continue to
receive the equivalent of the interest or dividends paid by the issuer on the
securities loaned and will also receive compensation from investment of the
collateral. The Funds will generally not have the right to vote securities
during the existence of the loan, but the Advisor may call the loan to exercise
such Fund’s voting or consent rights on material matters affecting the Fund’s
investment in such loaned securities. As with other extensions of credit there
are risks of delay in recovering, or even loss of rights in, the collateral and
loaned securities should the borrower of the securities fail financially.
Loans
will be made only to firms deemed creditworthy, and when the consideration which
can be earned from securities loans is deemed to justify the attendant risk. The
creditworthiness of a borrower will be considered in determining whether to lend
portfolio securities and will be monitored during the period of the loan. It is
intended that the value of securities loaned by each Fund will not exceed
one-third of the value of the Fund’s total assets (including the loan
collateral). Loan collateral (including any investment of the collateral) is not
subject to the percentage limitations stated elsewhere in this SAI or the
Prospectus regarding investing in fixed-income securities and cash equivalents.
Money Market Instruments
Each Fund may invest a portion of its assets in
high-quality money market instruments on an ongoing basis rather than in
Underlying Index Components, when it would be more efficient or less expensive
for the Fund to do so, or as cover for Financial Instruments, for liquidity
purposes, or to earn interest. The instruments in which each Fund may invest
include: (i) short-term obligations issued by the U.S. government; (ii)
negotiable certificates of deposit (“CDs”), fixed time deposits and bankers’
acceptances of U.S. and foreign banks and similar institutions; (iii) commercial
paper rated at the date of purchase “Prime-1” by Moody’s Investors Service, Inc.
or “A-1+” or “A-1” by Standard & Poor’s Ratings Group, Inc., a division of
The McGraw-Hill Companies, Inc., or, if unrated, of comparable quality as
determined by the Advisor; (iv) repurchase agreements; and (v) money market
mutual funds. CDs are short-term negotiable obligations of commercial banks.
Time deposits are non-negotiable deposits maintained in banking institutions for
specified periods of time at stated interest rates. Banker’s acceptances are
time drafts drawn on commercial banks by borrowers, usually in connection with
international transactions.
Futures Contracts
Each Fund may enter into futures contracts.
Futures contracts provide for the future sale by one party and purchase by
another party of a specified amount of a specific instrument or index at a
specified future time and at a specified price. Stock index contracts are based
on indices that reflect the market value of common stock of the firms included
in the indices. Assets committed to futures contracts will be segregated by the
custodian to the extent required by law.
Futures contracts may be used by the Funds to
replicate an Underlying Index Component’s performance. These futures contracts
would reference the performance of an index on which such an Underlying Index
Component is based, would reference the performance of another index that
produces similar returns to those of the Underlying Index Component’s index, or
would be used in combination to produce similar returns to those of the
Underlying Index Component’s index. Funds will not use futures contracts for
speculative purposes.
All counterparties are subject to pre-approval by
the Board. The Board’s pre-approval is based on the creditworthiness of each
potential futures contract counterparty. In addition, the Advisor will monitor
and manage the counterparty risk posed by the counterparties and take actions as
necessary to decrease counterparty risk to a Fund by, among other things,
reducing futures contract exposures to certain counterparties and/or seeking
alternate or additional counterparties.
The number of counterparties may vary over time.
During periods of credit market turmoil or when the aggregate futures contract
notional amount needed by a Fund is relatively small given the level of the
Fund’s net assets, the Fund may have only one or a few counterparties. In such
circumstances, a Fund will be exposed to greater counterparty risk. Moreover, a
Fund may be unable to enter into any futures contract on terms that make
economic sense (
e.g.
, they may be too costly). To the extent that the
Fund is unable to enter into any futures contracts, it may not be able to meet
its investment objective. If the Fund is unable to enter into futures contracts,
it may engage in other types of derivative transactions, although the added
costs, higher asset segregation requirements and lower correlation to Underlying
Index Component performance of these other derivatives may adversely affect the
Fund’s ability to meet its investment objective.
Total Return Swaps
Total return swaps give each Fund the right to
receive the appreciation in the value of a specified security, index or other
instrument in return for a fee paid to the counterparty, which will typically be
an agreed upon interest rate. Total return swaps can also be used to replicate
an exposure to a short position in an asset class where the Fund has the right
to receive the depreciation in value of a specified security, index or other
instrument (“inverse swaps”). If the underlying asset in a total return swap
declines in value (or increases in value, if an inverse swap) over the term of
the swap, a Fund may also be required to pay the dollar value of that decline
(or increase, if an inverse swap) to the counterparty.
The Funds may use total return swaps to replicate
an Underlying Index Component’s performance. These total return swaps would
reference the performance of a security that is an Underlying Index
Component.
Total return swaps are considered illiquid by the
Funds. Consequently, each Fund will segregate liquid assets, which may include
securities, cash or cash equivalents, to cover the Fund’s daily marked-to-market
net obligations under outstanding swap agreements. This segregation of assets
may limit a Fund’s investment flexibility, as well as its ability to meet
redemption requests or other current obligations.
All counterparties are subject to pre-approval by
the Board. The Board’s pre-approval is based on the creditworthiness of each
potential swap counterparty. In addition, the Advisor will monitor and manage
the counterparty risk posed by the counterparties and take actions as necessary
to decrease counterparty risk to a Fund by, among other things, reducing swap
exposures to certain counterparties and/or seeking alternate or additional
counterparties.
The number of counterparties may vary over time.
During periods of credit market turmoil or when the aggregate swap notional
amount needed by a Fund is relatively small given the level of the Fund’s net
assets, the Fund may have only one or a few counterparties. In such
circumstances, a Fund will be exposed to greater counterparty risk. Moreover, a
Fund may be unable to enter into any total return swap on terms that make
economic sense (
e.g.
, they may be too costly). To the extent that the
Fund is unable to enter into any total return swaps, it may not be able to meet
its investment objective. If the Fund is unable to enter into total return
swaps, it may engage in other types of derivative transactions, although the
added costs, higher asset segregation requirements and lower correlation to
Underlying Index Component performance of these other derivatives may adversely
affect a Fund’s ability to meet its investment objective.
MANAGEMENT
Board Responsibilities.
The business of
the Trust is managed under the direction of the Board. The Board has considered
and approved contracts, as described herein, under which certain companies
provide essential management and administrative services to the Trust. The
day-to-day business of the Trust, including the day-to-day management of risk,
is performed by the service providers of the Trust, such as the Advisor,
Distributor and Administrator. The Board is responsible for overseeing the
Trust’s service providers and, thus, has oversight responsibility with respect
to the risk management performed by those service providers. Risk management
seeks to identify and eliminate or mitigate the potential effects of risks such
as events or circumstances that could have material adverse effects on the
business, operations, shareholder services, investment performance or reputation
of the Trust or the Funds. The Board’s role in risk management oversight begins
before the inception of an investment portfolio, at which time the Advisor
presents the Board with information concerning the investment objectives,
strategies and risks of the investment portfolio. Additionally, the Advisor
provides the Board with an overview of, among other things, the respective
firm’s investment philosophy, brokerage practices and compliance infrastructure.
Thereafter, the Board oversees the risk management of the investment portfolio’s
operations, in part, by requesting periodic reports from and otherwise
communicating with various personnel of the service providers, including the
Trust’s Chief Compliance Officer and the independent registered public
accounting firm of the Trust. The Board and, with respect to identified risks
that relate to its scope of expertise, the Audit Committee of the Board, oversee
efforts by management and service providers to manage risks to which the Funds
may be exposed.
Under the overall supervision of the Board and
the Audit Committee (discussed in more detail below), the service providers to
the Trust employ a variety of processes, procedures and controls to identify
risks relevant to the operations of the Trust and the Funds 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 and, consequently, for managing
the risks associated with that activity.
The Board is responsible for overseeing the
nature, extent and quality of the services provided to the Funds by the Advisor
and receives information about those services at its regular meetings. In
addition, on at least an annual basis, in connection with its consideration of
whether to renew any advisory agreement with the Advisor, the Board receives
detailed information from the Advisor. Among other things, the Board regularly considers the
Advisor’s adherence to each Fund’s investment restrictions and compliance with
various policies and procedures of the Trust and with applicable securities
regulations. The Board also reviews information about each 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 Advisor. The report
addresses 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 receives reports from the Trust’s
service providers regarding operational risks, portfolio valuation and other
matters. Annually, the independent registered public accounting firm reviews
with the Audit Committee its audit of the financial statements of the Funds,
focusing on major areas of risk encountered by the Trust and noting any
significant deficiencies or material weaknesses in the Trust’s internal
controls.
The Board recognizes that not all risks that may
affect the Funds 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 each 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 Trust, it may not be made aware of all of the relevant
information of a particular risk. Most of the Trust’s investment management and
business affairs are carried out by or through the Advisor and other service
providers, each of which has an independent interest in risk management but
whose policies and the 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, portfolios supervised and the principal occupations and
other directorships for a minimum of the last five years 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 Declaration of Trust.
The Chairman of the Board, Adam Patti, is an
interested person of the Trust as that term is defined under Section 2(a)(19) of
the 1940 Act (the “Interested Trustee”) because of his affiliation with the
Advisor. Two of the Trustees, Reena Aggarwal and Gene Chao, and their immediate
family members have no affiliation or business connection with the Advisor or
the Funds’ principal underwriter or any of their affiliated persons and do not
own any stock or other securities issued by the Advisor or the Funds’ principal
underwriter. These Trustees are not Interested Persons of the Trust and are
referred to herein as “Independent Trustees.”
There is an Audit Committee and Nominating
Committee of the Board, each of which is chaired by an Independent Trustee and
comprised solely of Independent Trustees. The Committee chair for each is
responsible for running the Committee meeting, formulating agendas for those
meetings, and coordinating with management to serve as a liaison between the
Independent Trustees and management on matters within the scope of the
responsibilities of such Committee as set forth in its Board-approved charter.
There is a Valuation Committee, which is
comprised of the Independent Trustees and representatives of the Advisor to take
action in connection with the valuation of portfolio securities held by a Fund
in accordance with the Board-approved Valuation Procedures. The Board has
determined that this leadership structure is appropriate given the specific
characteristics and circumstances of the Funds. The Board made this
determination in consideration of, among other things, the fact that the
Independent Trustees constitute a majority of the Board, the assets under
management of the Funds, the number of portfolios overseen by the Board and the
total number of trustees on the Board.
Independent Trustees:
Name and
Year of Birth
(1)
|
|
Position(s)
Held with
Trust
|
|
Term of
Office and
Length of
Time
Served
(2)
|
|
Principal
Occupation(s)
During Past 5
Years
|
|
Number of
Portfolios
in Fund
Complex
Overseen
by Trustee
(3)
|
|
Other
Directorships
Held by
Trustee
During Past
5 Years
|
|
|
|
|
|
|
|
|
|
|
Reena Aggarwal,
1957
|
|
Trustee
|
|
Since August 2008
|
|
Deputy Dean, McDonough
School of Business, Georgetown University (2006 to 2008); Professor of Finance, McDonough School of
Business, Georgetown University (2000 to present); Co-Chair of Board, Social Innovations and Public Service Fund,
Georgetown University (2012 to present); and Director, Brightwood Capital Advisors, L.P. (2013 to present).
|
|
12
|
|
FBR & Co.
(2011 to present)
FBR Funds (2006 to 2011)
|
|
|
|
|
|
|
|
|
|
|
|
Gene Chao, 1970
|
|
Trustee
|
|
Since August 2008
|
|
Vice President – Infrastructure Services, Capgemini (2012 to present);
Vice President – Global Industries Strategy & Solutions, Juniper Networks (2011 to 2012); Vice
President & GM – Global Network, Hewlett-Packard (2010 to present).
|
|
12
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
Adam S. Patti,
1970
(4)
|
|
Chairman and
Trustee
President and Principal Executive
|
|
Since November 2008
Since July 2008
|
|
Chairman,Trustee,
President and Principal Executive, IndexIQ Trust (2008 to present); Chief
Executive Officer, the Advisor (2007 to present); Chief Executive Officer,
IndexIQ (2006 to present).
|
|
12
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
Other Officers:
|
|
|
|
|
|
|
Name
and
Year of Birth
(1)
|
|
Position(s)
Held with Trust
|
|
Term of
Office and Length of Time Served
(2)
|
|
Principal
Occupation(s) During Past 5 Years
|
|
Gregory D.
Bassuk,1972
|
|
Secretary
|
|
Since July 2008
|
|
Chief Compliance
Officer, the Advisor (2008 to present); Secretary, IndexIQ Trust (2008 to
present); Chairman and Trustee, IndexIQ ETF Trust (July 2008 to November
2008); Chairman and Trustee, IndexIQ Trust (February 2008 to November
2008); Chief Operating Officer, the Advisor (2007 to present); Chief
Operating Officer, IndexIQ (2006 to present).
|
David Fogel, 1971
|
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Treasurer, Principal
Financial Officer and Chief Compliance Officer
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Since October 2008
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Treasurer, Principal
Financial Officer and Chief Compliance Officer, IndexIQ Trust (2008 to
present); President (2013 to present) and Executive Vice President, IndexIQ (2006 to 2013).
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(1) The address of each Trustee or officer is c/o IndexIQ, 800 Westchester Avenue, Suite N-611,
Rye Brook, New York 10573.
(2) Trustees and Officers serve until their successors are duly elected and qualified.
(3) The Funds are part of a “fund complex” as defined in the 1940 Act. The fund complex includes all open-end funds
(including all of their portfolios) advised by the Advisor and any funds that have an investment advisor that is an affiliated
person of the Advisor. As of the date of this SAI, the fund complex consists of the Trust’s funds and the one fund of the
IndexIQ Trust advised by the Advisor.
(4) Mr. Patti is an “interested person” of the Trust (as that term is defined
in the 1940 Act) because of his affiliations with the Advisor.
The Board of the Trust met four times during the fiscal year ended April 30, 2013.
Description of Standing Board
Committees
Audit Committee. The principal responsibilities of the Audit Committee are the appointment,
compensation and oversight of the Trust’s independent auditors, including the resolution of disagreements regarding financial
reporting between Trust management and such independent auditors. The Audit Committee’s responsibilities include, without
limitation, to (i) oversee the accounting and financial reporting processes of the Trust and its internal control over financial
reporting and, as the Committee deems appropriate, to inquire into the internal control over financial reporting of certain third-party
service providers; (ii) oversee the quality and integrity of the Funds’ 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, to 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. All of the Independent Trustees serve on the Trust’s Audit Committee. During
the fiscal year ended April 30, 2013, the Audit Committee met two times.
Nominating Committee. The Nominating Committee has been established to: (i) assist the Board
of Trustees in matters involving mutual fund governance and industry practices; (ii) select and nominate candidates for appointment
or election to serve as Trustees who are not “interested persons” of the Trust or its Advisor or distributor (as defined
by the 1940 Act); and (iii) advise the Board of Trustees on ways to improve its effectiveness. All of the Independent Trustees
serve on the Nominating Committee. As stated above, each Trustee holds office for an indefinite term until the occurrence of certain
events. In filling Board vacancies, the Nominating Committee will consider nominees recommended by shareholders. Nominee recommendations
should be submitted to the Trust at its mailing address stated in the Fund’s Prospectus and should be directed to the attention
of the IndexIQ ETF Trust Nominating Committee. During the fiscal year ended April 30, 2013, the Nominating Committee met once.
Valuation Committee. The Valuation Committee is authorized to act for the Board of Trustees
in connection with the valuation of portfolio securities held by a Fund in accordance with the Trust’s Valuation Procedures.
Ms. Aggarwal and Messrs. Chao, Fogel and Patti serve on the Valuation Committee, which meets on an ad hoc basis. During the fiscal
year ended April 30, 2013, the Valuation Committee did not meet.
Individual Trustee Qualifications
The Trust has concluded that each of the Trustees
should serve on the Board because of their ability to review and understand
information about the Trust and the Funds provided to them by management, to
identify and request other information they may deem relevant to the performance
of their duties, to question management and other service providers regarding
material factors bearing on the management and administration of the Funds, and
to exercise their business judgment in a manner that serves the best interests
of the Funds’ shareholders. The Trust has concluded that each of the Trustees
should serve as a Trustee based on their own experience, qualifications,
attributes and skills as described below.
The Trust has concluded that Mr. Patti should
serve as trustee of the Funds because of the experience he has gained as Chief
Executive Officer of the Advisor and Chief Executive Officer of IndexIQ, his
knowledge of and experience in the financial services industry, and the
experience he has gained serving as chairman and trustee of the Funds since
2008.
The Trust has concluded that Ms. Aggarwal should
serve as trustee of the Funds and as the audit committee financial expert
because of the experience she has gained as a professor of finance and deputy
dean at Georgetown University’s McDonough School of Business, her service as
trustee for another mutual fund family, the experience she has gained serving as
trustee of the Funds since 2008 and her general expertise with respect to
financial matters and accounting principals.
The Trust has concluded that Mr. Chao should
serve as trustee of the Funds because of the experience he has gained working in
a business capacity for several public companies, and the experience he has
gained serving as trustee of the Funds since 2008.
Trustees’ Ownership of Fund Shares
Listed below for each Trustee is a dollar range of securities beneficially owned in the Trust
together with the aggregate dollar range of equity securities in all registered investment companies overseen by each Trustee
that are in the same family of investment companies as the Trust, as of December 31, 2012.
Name of
Trustee
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Fund Name
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Dollar Range
of Equity Securities
in Funds
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Aggregate Dollar Range
of
Equity Securities in
All Registered
Investment
Companies
Overseen by Trustee in
Family
of Investment
Companies
(1)
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Reena Aggarwal
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IQ Mexico Small Cap ETF
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None
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None
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IQ Asian Tigers ETF
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None
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IQ Asian Tigers Consumer ETF
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None
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IQ Asian Tigers Small Cap ETF
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None
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IQ Asia Pacific ex-Japan Small Cap ETF
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None
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IQ Australia Mid Cap ETF
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None
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IQ Canada Mid Cap ETF
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None
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IQ Global Precious Metals Small Cap ETF
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None
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Name of
Trustee
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Fund Name
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Dollar Range
of Equity Securities
in Funds
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Aggregate Dollar Range
of Equity Securities in
All Registered
Investment
Companies
Overseen by Trustee in
Family of Investment
Companies
(1)
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Gene Chao
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IQ Mexico Small Cap ETF
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None
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None
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IQ Asian Tigers ETF
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None
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IQ Asian Tigers Consumer ETF
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None
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IQ Asian Tigers Small Cap ETF
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None
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IQ Asia Pacific ex-Japan Small Cap ETF
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None
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IQ Australia Mid Cap ETF
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None
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IQ Canada Mid Cap ETF
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None
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IQ Global Precious Metals Small Cap ETF
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None
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IQ U.S. Real Estate Small Cap ETF
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None
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Adam S. Patti
(2)
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IQ Mexico Small Cap ETF
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None
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None
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IQ Asian Tigers ETF
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None
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IQ Asian Tigers Consumer ETF
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None
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IQ Asian Tigers Small Cap ETF
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None
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IQ Asia Pacific ex-Japan Small Cap ETF
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None
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IQ Australia Mid Cap ETF
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None
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IQ Canada Mid Cap ETF
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None
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IQ Global Precious Metals Small Cap ETF
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None
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IQ U.S. Real Estate Small Cap ETF
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None
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(1) “Family of Investment Companies” consists of all mutual funds and
ETFs advised by the Advisor and its affiliate advisers.
Board Compensation
For each in-person quarterly Board Meeting, each Independent Trustee receives $2,500. For each
additional in-person meeting, each Independent Trustee receives $1,500 and for any phone meeting, each Independent Trustee receives
$1,000. As chair of the Audit Committee, Ms. Aggarwal receives an annual stipend of $5,000. In addition, the Independent Trustees
are reimbursed for all reasonable travel expenses relating to their attendance at the Board Meetings. The following table sets
forth certain information with respect to the compensation of each Trustee for the fiscal year ended April 30, 2013:
Name of
Person,
Position
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Aggregate
Compensation
From The
Trust
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Pension or
Retirement
Benefits Accrued
As
Part of Trust
Expenses
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Estimated
Annual Benefits
Upon Retirement
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Total
Compensation
From Trust and
Fund
Complex
Paid to
Trustees
(1)
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Reena
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$12,000
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N/A
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N/A
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$29,000
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Aggarwal,
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Trustee
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Gene Chao,
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$7,000
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N/A
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N/A
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$14,000
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Trustee
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Adam S. Patti,
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None
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None
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None
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None
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Trustee &
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Chairman
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(1) “Fund Complex” consists of all mutual
funds and ETFs advised by the Advisor and its affiliate advisers.
Code of Ethics
The Trust, its Advisor and principal underwriter
have adopted codes of ethics under Rule 17j-1 of the 1940 Act that permit
personnel subject to their particular codes of ethics to invest in securities,
including securities that may be purchased or held by the Fund.
PROXY VOTING
POLICIES
The Board believes that the voting of proxies on
securities held by the Funds is an important element of the overall investment
process. As such, the Board has delegated responsibility for decisions regarding
proxy voting for securities held by each Fund to the Advisor. The Advisor will
vote such proxies in accordance with its proxy policies and procedures, a
summary of which is included in Appendix A to this Statement of Additional
Information. The Board will periodically review each Fund’s proxy voting
record.
The Trust is required to disclose annually the
Funds’ complete proxy voting record on Form N-PX covering the period July 1
through June 30 and file it with the SEC no later than August 31 of each year.
The Fund’s Form N-PX will be available at no charge upon request by calling
1-888-934-0777. It will also be available on the SEC’s website at
www.sec.gov.
CONTROL PERSONS AND
PRINCIPAL HOLDERS OF SECURITIES
Although
the Trust does not have information concerning the beneficial ownership of shares held in the names of Depository Trust Company
(“DTC”) participants (“DTC Participants”), as of July 31, 2013, the name and percentage ownership of
each DTC Participant that owned of record 5% or more of the outstanding shares of a Fund is set forth in the table below:
Name
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DTC
Participants
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Percentage
of
Ownership
(rounded
to the nearest
whole
percentage)
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IQ
U.S. Real Estate Small Cap ETF
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Charles
Schwab
2423
E Lincoln Drive
Phoenix,
AZ 85016-1215
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11.17%
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Merrill
Lynch
4804
Deer Lake Dr. E.
Jacksonville,
FL 32246
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9.18%
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Morgan
Stanley Smith Barney
1300
Thames St
6th
Floor
Baltimore,
MD 21231
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16.21%
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BMO
Nesbitt
1
First Canadian Place 13th Fl
P.
O. Box 150
Toronto,
ON M5X 1H3 Canada
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5.03%
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State
Street
1776
Heritage Dr.
North
Quincy, MA 02171
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11.53%
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TD
Ameritrade
1005
North Ameritrade Place
Bellevue,
NE 68005-4245
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5.52%
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National
Financial
499
Washington Blvd.
Jersey
City, NJ 07310
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13.49%
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MANAGEMENT
SERVICES
The following information supplements and should
be read in conjunction with the section in the Prospectus entitled
“Management.”
Advisor
IndexIQ Advisors LLC, the Advisor, serves as
investment advisor to the Funds and has overall responsibility for the general
management and administration of the Trust, pursuant to the Investment Advisory
Agreement between the Trust and the Advisor (the “Advisory Agreement”). Under
the Advisory Agreement, the Advisor, subject to the supervision of the Board,
provides an investment program for each Fund and is responsible for the
investment of the Fund’s assets in conformity with the stated investment
policies of each Fund. The Advisor is responsible for placing purchase and sale
orders and providing continuous supervision of the investment portfolio of each
of the Funds. The Advisor also arranges for the provision of distribution,
transfer agency, custody, administration and all other services necessary for
the Funds to operate.
The Advisory Agreement remains in effect on a
year to year basis with respect to the Funds provided that such continuance is
specifically approved at least annually by (i) the vote of a majority of the
Funds’ outstanding voting securities or a majority of the Trustees of the Trust,
and (ii) the vote of a majority of the Independent Trustees of the Trust, cast
in person at a meeting called for the purpose of voting on such approval.
The Advisory Agreement will terminate
automatically if assigned (as defined in the 1940 Act). The Advisory Agreement
is also terminable at any time without penalty by the Trustees of the Trust or
by vote of a majority of the outstanding voting
securities of the Funds on 60 days’ written notice to the Advisor or by the
Advisor on 60 days’ written notice to the Trust.
Pursuant to the Advisory Agreement, the Advisor
is entitled to receive a fee, payable monthly, at the annual rate for each of
the Funds based on a percentage of each Fund’s average daily net assets as
follows:
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Fund Name
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Management Fee
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IQ Mexico Small Cap ETF
|
0.69%
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IQ Asian Tigers ETF
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0.79%
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IQ Asian Tigers Consumer ETF
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0.79%
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IQ Asian Tigers Small Cap ETF
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0.79%
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IQ Asia Pacific ex-Japan Small Cap ETF
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0.69%
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IQ Australia Mid Cap ETF
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0.69%
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|
IQ Canada Mid Cap ETF
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0.69%
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IQ Global Precious Metals Small Cap ETF
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0.69%
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IQ U.S. Real Estate Small Cap ETF
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0.69%
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In consideration of the fees paid with respect to the Funds, the Advisor
has agreed to pay all expenses of the Trust, except (i) brokerage and other
transaction expenses, including taxes; (ii) extraordinary legal fees or
expenses, such as those for litigation or arbitration; (iii) compensation and
expenses of the Independent Trustees, counsel to the Independent Trustees, and
the Trust’s chief compliance officer; (iv) extraordinary expenses; (v)
distribution fees and expenses paid by the Trust under any distribution plan
adopted pursuant to Rule 12b-1 under the 1940 Act; and (vi) the advisory fee
payable to the Advisor hereunder.
For the last three fiscal years ended April 30, advisory fees paid to the Advisor were as follows:
Name
|
|
Commencement
of Operations
|
|
Fees Paid to
the Advisor
for the Fiscal
Year Ended 2011
|
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Fees
Paid to
the Advisor
for the Fiscal
Year Ended 2012
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|
Fees
Paid to
the Advisor
for the Fiscal
Year Ended 2013
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IQ U.S. Real Estate
Small Cap ETF
|
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6/13/11
|
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N/A
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$12,316
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$181,156
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As
of the date of this SAI, the IQ Mexico Small Cap ETF, IQ Asian Tigers ETF, IQ
Asian Tigers Consumer ETF, IQ Asian Tigers Small Cap ETF, IQ Asia Pacific
ex-Japan Small Cap ETF, IQ Australia Mid Cap ETF, IQ Canada Mid Cap ETF and IQ
Global Precious Metals Small Cap ETF have not commenced operations and,
therefore, have not yet incurred any advisory fees under the Advisory Agreement.
In addition to providing advisory services under
the Advisory Agreement, the Advisor also: (i) supervises all non-advisory
operations of the Funds; (ii) provides personnel to perform such executive,
administrative and clerical services as are reasonably necessary to provide
effective administration of the Funds; (iii) arranges for (a) the preparation of
all required tax returns, (b) the preparation and submission of reports to
existing shareholders, (c) the periodic updating of prospectuses and statements
of additional information and (d) the preparation of reports to be filed with
the SEC and other regulatory authorities; (iv) maintains the Funds’ records; and
(v) provides office space and all necessary office equipment and services.
Portfolio Manager
The Advisor acts as portfolio manager for all of
the Funds. The Advisor will supervise and manage the investment portfolios of
the Funds covered by their advisory agreement and will direct the purchase and
sale of such Funds’ investment securities. The Advisor utilizes a team of
investment professionals acting together to manage the assets of the Funds. The
team meets regularly to review portfolio holdings and to discuss purchase and
sale activity. The team adjusts holdings in the portfolio as it deems
appropriate in the pursuit of each Fund’s investment objective.
The portfolio managers who are currently responsible for the day-to-day management of the Funds’
portfolios are Paul (Teddy) Fusaro and Greg Barrato.
Teddy Fusaro has been Senior Vice President of the Advisor
and portfolio manager of the Funds since August 2013, at which time he joined the Advisor. Prior to joining the Advisor, Mr. Fusaro
served as Vice President, Trader and Portfolio Manager at Rafferty Asset Management LLC from 2009 to 2013 and as Analyst at Goldman
Sachs & Co. from 2007 to 2009. Mr. Fusaro is a 2007 graduate from Providence College.
Greg Barrato joined the Advisor as Vice President in November
2010 and has been Senior Vice President of the Advisor since August 2013 and portfolio manager of the Funds since February 2011.
Prior to joining the Advisor, Mr. Barrato served as Head Global Equity Trader and Trader at Lucerne Capital Management, LLC from
2008 to 2010 and as Assistant Trader and Operations Manager at ReachCapital Management, LP from 2004 to 2008. Mr. Barrato is a
2002 graduate from the University of Connecticut.
Other Accounts Managed
The following tables provide additional information about other portfolios or accounts managed
by the Funds’ portfolio managers as of December 31, 2012.
Total number of other accounts managed by the portfolio managers within each category below
and the total assets in the accounts managed within each category below.
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Registered Investment
Companies
|
Other Pooled
Investment Vehicles
|
|
|
Portfolio Manager
|
Other Accounts
|
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|
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Total
Assets
($mm)
|
|
Total
Assets
($mm)
|
|
Total
Assets
($mm)
|
|
Number of
Accounts
|
Number of
Accounts
|
Number of
Accounts
|
|
|
Greg Barrato
|
12
|
972
|
0
|
0
|
13
|
12.5
|
Paul (Teddy) Fusaro
|
0
|
0
|
0
|
0
|
0
|
0
|
Material Conflicts Of Interest
.
Because the portfolio managers manage multiple portfolios for multiple clients, the potential
for conflicts of interest exists. Each portfolio manager may manage portfolios having substantially the same investment style
as the Funds. However, the portfolios managed by a portfolio manager may not have portfolio compositions identical to those of
the Funds managed by the portfolio manager due, for example, to specific investment limitations or guidelines present in some
portfolios or accounts, but not others. The portfolio managers may purchase securities for one portfolio and not another portfolio,
and the performance of securities purchased for one portfolio may vary from the performance of securities purchased for other
portfolios. A portfolio manager may place transactions on behalf of other accounts that are directly or indirectly contrary to
investment decisions made on behalf of the Fund, or make investment decisions that are similar to those made for the Fund, both
of which have the potential to adversely impact the Fund depending on market conditions. For example, a portfolio manager may
purchase a security in one portfolio while appropriately selling that same security in another portfolio. In addition, some of
these portfolios have fee structures that are or have the potential to be higher than the advisory fees paid by the Funds, which
can cause potential conflicts in the allocation of investment opportunities between the Funds and the other accounts. However,
the compensation structure for portfolio managers does not generally provide incentive to favor one account over another because
that part of a manager’s bonus based on performance is not based on the performance of one account to the exclusion of others.
There are many other factors considered in determining the portfolio managers’ bonus and there is no formula that is applied
to weight the factors listed (see “Compensation”). In addition, current trading practices do not allow the Advisor
to intentionally favor one portfolio over another as trades are executed as trade orders are received. Portfolio’s rebalancing
dates also generally vary between fund families. Program trades created from the portfolio rebalance are executed at market on
close.
Compensation
The Advisor compensates its portfolio management
personnel through a combination of cash remuneration and equity grants. The cash
portion consists of market-based base salary and a year-end discretionary bonus.
Base salary is determined by the employee’s experience and performance in the
role, taking into account the ongoing compensation benchmark analyses. Base
salary is generally a fixed amount that may change as a result of an annual
review, upon assumption of new duties, or when a market adjustment of the
position occurs. The discretionary cash component is driven by both individual
performance and the performance of the firm overall, as measured by assets under
management, revenues, and profitability. The equity component also varies by the
experience level of the employee, as well as the timing of when they joined the
firm relative to the firm’s stage in its lifecycle. The amount of equity may
increase over time based on employee performance and other variables.
Ownership of Securities
The portfolio managers do not own Shares of the Funds.
OTHER SERVICE
PROVIDERS
Fund Administrator, Custodian, Transfer Agent and Securities Lending Agent
The Bank of New York Mellon (“BNY Mellon”) serves
as the Funds’ administrator, custodian, transfer agent and securities lending
agent. BNY Mellon’s principal address is One Wall Street, New York, New York
10286. Under the Fund Administration and Accounting Agreement with the Trust,
BNY Mellon provides necessary administrative, legal, tax, accounting services,
and financial reporting for the maintenance and operations of the Trust and each
Fund. BNY Mellon is responsible for maintaining the books and records and
calculating the daily net asset value of each Fund. In addition, BNY Mellon
makes available the office space, equipment, personnel and facilities required
to provide such services. BNY Mellon also provides persons satisfactory to the
Board to serve as officers of the Trust.
Under
the Custody Agreement with the Trust, BNY Mellon maintains in separate accounts
cash, securities and other assets of the Trust and the Funds, keeps all
necessary accounts and records, and provides other services. BNY Mellon is
required, upon order of the Trust, to deliver securities held by BNY Mellon and
to make payments for securities purchased by the Trust for the Funds. Under the
Custody Agreement, BNY Mellon is also authorized to appoint certain foreign
custodians or foreign custody managers for Fund investments outside the United
States.
Pursuant
to a Transfer Agency Services Agreement with the Trust, BNY Mellon acts as
transfer agent to the Funds, dividend disbursing agent and shareholder servicing
agent to the Funds.
The
Advisor compensates BNY Mellon for the foregoing services out of the Advisor’s
unified management fee.
The Advisor paid BNY Mellon the following amounts for administration
services for the last three fiscal years ended April 30:
|
|
Administration
|
Administration
|
Administration
|
|
|
Fees for Fiscal
|
Fees for Fiscal
|
Fees for Fiscal
|
|
Commencement
|
Year Ended
|
Year Ended
|
Year Ended
|
|
of Operations
|
2011
|
2012
|
2013
|
|
|
|
|
|
IQ U.S. Real Estate Small Cap ETF
|
6/13/2011
|
$0
|
$4,710
|
$18,666
|
BNY
Mellon also
serves as
the Trust’s
securities
lending
agent pursuant
to a Securities
Lending
Authorization
Agreement.
As compensation
for providing
securities
lending
services,
BNY Mellon
receives
a portion
of the income
earned by
the Funds
on collateral
investments
in connection
with the
lending
program.
Index Provider
Financial Development HoldCo LLC (“IndexIQ”) is
the index provider for the Funds. IndexIQ was formed as a Delaware limited
liability company on June 15, 2007 and is in the business of developing and
maintaining financial indexes, including the Underlying Indexes. Presently,
IndexIQ has developed and is maintaining a number of indexes in addition to the
Underlying Indexes. IndexIQ has entered into an index licensing agreement (the
“Licensing Agreement”) with the Advisor to allow the Advisor’s use of the
Underlying Indexes for the operation of the Funds. The Advisor pays licensing
fees to IndexIQ from the Advisor’s management fees or other resources. The
Advisor has, in turn, entered into a sub-licensing agreement (the “Sub-Licensing
Agreement”) with the Trust to allow the Funds to utilize the Underlying Indexes.
The Funds pay no fees to IndexIQ or the Advisor under the Sub-Licensing
Agreement.
Distributor
ALPS Distributors, Inc., the Distributor, is
located at 1290 Broadway, Suite 1100, Denver, Colorado 80203. The Distributor is
a broker-dealer registered under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and a member of the Financial Industry Regulatory
Authority (“FINRA”).
Shares will be continuously offered for sale by
the Trust through the Distributor only in whole Creation Units, as described in
the section of this SAI entitled “Purchase and Redemption of Creation Units.”
The Distributor also acts as an agent for the Trust. The Distributor will
deliver a prospectus to persons purchasing Shares in Creation Units and will
maintain records of both orders placed with it and confirmations of acceptance
furnished by it. The Distributor has no role in determining the investment
policies of the Funds or which securities are to be purchased or sold by the
Funds.
The Board has adopted a Service and Distribution
Plan pursuant to Rule 12b-1 under the 1940 Act. In accordance with its Rule
12b-1 plan, the Funds are authorized to pay an amount up to 0.10% of their
average daily net assets each year for certain distribution-related activities.
The Board has resolved not to authorize the payment of Rule 12b-1 fees prior to
June 30, 2011. However, in the event Rule 12b-1 fees are charged in the future,
they will be paid out of the Funds’ assets. Over time they will increase the
cost of your investment, and they may cost you more than certain other types of
sales charges.
Under the Service and Distribution Plan, and as
required by Rule 12b-1, the Trustees will receive and review after the end of
each calendar quarter a written report provided by the Distributor of the
amounts expended under the Plan and the purpose for which such expenditures were
made.
The Advisor and its affiliates may, out of their
own resources, pay amounts to third parties for distribution or marketing
services on behalf of the Funds. The making of these payments could create a
conflict of interest for a financial intermediary receiving such payments.
Independent Registered Public Accounting
Firm
The Trustees have selected the firm of Ernst
& Young LLP, 5 Times Square, New York, New York 10036-6530, to serve as
independent registered public accounting firm for the Funds for the current
fiscal year and to audit the annual financial statements of the Funds, prepare
the Funds’ federal, state and excise tax returns, and consult with the Funds on
matters of accounting and federal and state income taxation. The independent
registered public accounting firm will audit the financial statements of the
Funds at least
once each year. Shareholders will receive annual audited and semi-annual (unaudited) reports when published and written confirmation of all transactions in their account. A copy of the most recent Annual Report will accompany the SAI whenever a shareholder or a prospective investor requests it.
Legal Counsel
Katten Muchin Rosenman LLP, 575 Madison Avenue,
New York, New York 10022, serves as legal counsel to the Trust.
CERTAIN CONFLICTS OF
INTEREST
IndexIQ and the Advisor have established
policies, procedures, systems and infrastructure to address any potential
conflicts of interest that may arise because of IndexIQ, the Advisor’s parent
entity, serving as index provider for the Funds.
IndexIQ maintains policies and procedures
designed to limit or prohibit communication between the employees of IndexIQ
with ultimate responsibility for the Underlying Indexes (the “Index Group”) and
the employees of the Advisor with respect to issues related to the maintenance,
calculation and reconstitution of the Underlying Indexes (the “Policies and
Procedures”). Furthermore, IndexIQ has retained an unaffiliated third party to
calculate each Underlying Index (the “Calculation Agent”).
Changes to the constituents of the Underlying
Indexes made by IndexIQ or the Calculation Agent will be disclosed by IndexIQ
and published on its website at www.indexiq.com. Any such IndexIQ announcements
or website disclosures to the public will be made in such a manner that none of
the IndexIQ employees outside of the Index Group, the Advisor, or a Fund, is
notified of actions prior to the general investing public.
IndexIQ, as index provider, has adopted Policies
and Procedures prohibiting its employees from disclosing or using any non-public
information acquired through his or her employment, except as appropriate in
connection with the rendering of services to the administration of the
Underlying Indexes. Also, IndexIQ has adopted Policies and Procedures that
prohibit and are designed to prevent anyone, including the members of the Index
Group, from disseminating or using non-public information about pending changes
to Underlying Indexes constituents or Index Methodology. These policies
specifically prohibit anyone, including the members of the Index Group, from
sharing any non-public information about an Underlying Index with any personnel
of the Advisor responsible for management of the related Fund or any affiliated
person. The Advisor also has adopted policies that prohibit personnel
responsible for the management of a Fund from sharing any non-public information
about the management of the Fund with any personnel of the Index Group,
especially those persons responsible for creating, monitoring, calculating,
maintaining or disseminating its Underlying Index.
In addition, IndexIQ has retained an unaffiliated
third-party Calculation Agent to calculate and maintain the Underlying Indexes
on a daily basis. The Calculation Agent will be instructed to not communicate
any non-public information about the Underlying Indexes to anyone, and expressly
not to the personnel of the Advisor responsible for the management of the
Funds.
The Index Group personnel responsible for
creating and monitoring the Underlying Indexes, the personnel of the Calculation
Agent responsible for calculating and maintaining the Underlying Indexes, and
the portfolio managers responsible for day-to-day portfolio management of the
Fund are employees of separate legal organizations and the Calculation Agent
personnel are located in physically separate offices from the Index Group
personnel and portfolio managers. The Calculation Agent is not, and will not be,
affiliated with IndexIQ or the Advisor.
Members of the Index Group will not have access
to paper or electronic files used by the Advisor in connection with their
portfolio management activities. Neither the Advisor nor any sub-advisor will
have access to the computer systems used by the Calculation Agent, nor to the
computer systems used by the Index Group to monitor, calculate and rebalance the
Underlying Indexes. The Advisor has also adopted Policies and Procedures and a
Code of Ethics that require, among other things, any personnel responsible for
the management of a Fund and any investment account to (i) pre-clear all
non-exempt personal securities transactions with a designated senior employee of
the Advisor, and (ii) require reporting of securities transactions to such
designated employee in accordance with Rule 17j-1 under the 1940 Act and Rule
204A-1 under the Investment Advisers Act of 1940, as amended (the “Advisers
Act”).
PORTFOLIO TRANSACTIONS AND
BROKERAGE
Subject to the general supervision by the Board,
the Advisor is responsible for decisions to buy and sell securities for the
Funds, the selection of brokers and dealers to effect the transactions, which
may be affiliates of the Advisor, and the negotiation of brokerage commissions.
The Funds may execute brokerage or other agency transactions through registered
broker-dealers who receive compensation for their services in conformity with
the 1940 Act, the Exchange Act of 1934, and the rules and regulations
thereunder. Compensation may also be paid in connection with riskless principal
transactions (in Nasdaq or over-the-counter securities and securities listed on
an exchange) and agency Nasdaq or over-the-counter transactions executed with an
electronic communications network or an alternative trading system.
The Funds will give primary consideration to
obtaining the most favorable prices and efficient executions of transactions in
implementing trading policy. Consistent with this policy, when securities
transactions are traded on an exchange, the Funds’ policy will be to pay
commissions that are considered fair and reasonable without necessarily
determining that the lowest possible commissions are paid in all circumstances.
The Advisor believes that a requirement always to seek the lowest possible
commission cost could impede effective portfolio management and preclude the
Funds from obtaining a high quality of brokerage services. In seeking to
determine the reasonableness of brokerage commissions paid in any transaction,
the Advisor will rely upon its experience and knowledge regarding commissions
generally charged by various brokers and on its judgment in evaluating the
brokerage and research services received from the broker effecting the
transaction. Such determinations will be necessarily subjective and imprecise,
as in most cases an exact dollar value for those services is not
ascertainable.
The Advisor does not consider sales of Shares by
broker-dealers as a factor in the selection of broker-dealers to execute
portfolio transactions.
As permitted by Section 28(e) of the 1934 Act,
the Advisor may cause a Fund to pay a broker-dealer a commission for effecting a
securities transaction for the Fund that is in excess of the commission that
another broker-dealer would have charged for effecting the transaction, if the
Advisor make a good faith determination that the broker’s commission paid by the
Fund is reasonable in relation to the value of the brokerage and research
services provided by the broker-dealer, viewed in terms of either the particular
transaction or the Advisor’s overall responsibilities to the Fund and its other
investment advisory clients. The practice of using a portion of a Fund’s
commission dollars to pay for brokerage and research services provided to the
Advisor is sometimes referred to as “soft dollars.” Section 28(e) is sometimes
referred to as a “safe harbor,” because it permits this practice, subject to a
number of restrictions, including the Advisor’s compliance with certain
procedural requirements and limitations on the type of brokerage and research
services that qualify for the safe harbor.
Research products and services may include, but
are not limited to, general economic, political, business and market information
and reviews, industry and company information and reviews, evaluations of securities and recommendations as to the purchase
and sale of securities, financial data on a company or companies, performance
and risk measuring services and analysis, stock price quotation services,
computerized historical financial databases and related software, credit rating
services, analysis of corporate responsibility issues, brokerage analysts’
earnings estimates, computerized links to current market data, software
dedicated to research, and portfolio modeling. Research services may be provided
in the form of reports, computer-generated data feeds and other services,
telephone contacts, and personal meetings with securities analysts, as well as
in the form of meetings arranged with corporate officers and industry
spokespersons, economists, academics and governmental representatives. Brokerage
products and services assist in the execution, clearance and settlement of
securities transactions, as well as functions incidental thereto, including but
not limited to related communication and connectivity services and equipment,
software related to order routing, market access, algorithmic trading, and other
trading activities. On occasion, a broker-dealer may furnish the Advisor with a
service that has a mixed use (that is, the service is used both for brokerage
and research activities that are within the safe harbor and for other
activities). In this case, the Advisor is required to reasonably allocate the
cost of the service, so that any portion of the service that does not qualify
for the safe harbor is paid for by the Advisor from its own funds, and not by
portfolio commissions paid by the Fund.
Research products and services provided to the
Advisor by broker-dealers that effect securities transactions for the Funds may
be used by the Advisor in servicing all of its accounts. Accordingly, not all of
these services may be used by the Advisor in connection with the Funds. Some of
these products and services are also available to the Advisor for cash, and some
do not have an explicit cost or determinable value. The research received does
not reduce the advisory fees paid to the Advisor for services provided to the
Funds. The Advisor’s expenses would likely increase if the Advisor had to
generate these research products and services through its own efforts, or if it
paid for these products or services itself.
During the fiscal year ended April 30, 2011, the Funds
did not pay commissions for securities transactions to brokers which provided research services to the Funds.
During
the fiscal year ended April 30, 2012, the Funds’ commissions for securities
transactions to brokers which provided research services to the Funds were as
follows:
Fund
|
Value
of Securities Transactions
|
Brokerage
Commissions
|
IQ U.S. Real Estate Small Cap ETF
|
$5,918,810
|
$10,618
|
During the fiscal year ended April
30, 2013, the IQ U.S. Real Estate Small Cap ETF’s commissions for securities transactions to brokers which provided research services
to the Funds were as follows:
Fund
|
Value
of Securities Transactions
|
Brokerage
Commissions
|
IQ U.S. Real Estate Small Cap ETF
|
$16,920,810
|
$16,983
|
As
of the date of this SAI, the IQ Mexico Small Cap ETF, IQ Asian Tigers ETF, IQ
Asian Tigers Consumer ETF, IQ Asian Tigers Small Cap ETF, IQ Asia Pacific
ex-Japan Small Cap ETF, IQ Australia Mid Cap ETF, IQ Canada Mid Cap ETF and IQ
Global Precious Metals Small Cap ETF have not commenced operations and,
therefore, not entered into securities transactions.
DISCLOSURE OF PORTFOLIO
HOLDINGS
Portfolio Disclosure Policy
The Trust has adopted a Portfolio Holdings Policy
(the “Policy”) designed to govern the disclosure of Fund portfolio holdings and
the use of material non-public information about Fund holdings. The Policy
applies to all officers, employees and agents of the Funds, including the
Advisor. The Policy is designed to ensure that the disclosure of information
about each Fund’s portfolio holdings is consistent with applicable legal
requirements and otherwise in the best interest of each Fund.
As ETFs, information about each Fund’s portfolio
holdings is made available on a daily basis in accordance with the provisions of
any Order of the Securities and Exchange Commission (the “SEC”) applicable to
the Funds, regulations of the Funds’ listing Exchange and other applicable SEC
regulations, orders and no-action relief. Such information typically reflects
all or a portion of a Fund’s anticipated portfolio holdings as of the next
Business Day (as defined below). This information is 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 (the
“NSCC”) and/or third party service providers.
Each Fund will disclose on the Funds’ website
(www.indexiq.com) at the start of each Business Day the identities and
quantities of the securities and other assets held by each Fund that will form
the basis of the Fund’s calculation of its net asset value (the “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 and/or trades that have
been completed prior to the opening of business on that Business Day and that
are expected to settle on the Business Day. Online disclosure of such holdings
is publicly available at no charge.
Daily access to each Fund’s portfolio holdings is
permitted to personnel of the Advisor, the Distributor and the Funds’
administrator, custodian and accountant and other agents or service providers of
the trust who have need of such information in connection with the ordinary
course of their respective duties to the Funds. The Funds Chief Compliance
Officer may authorize disclosure of portfolio holdings.
Each Fund will disclose its complete portfolio
holdings schedule in public filings with the SEC on a quarterly basis, based on
the Fund’s fiscal year, within sixty (60) days of the end of the quarter, and
will provide that information to shareholders, as required by federal securities
laws and regulations thereunder.
No person is authorized to disclose a Fund’s
portfolio holdings or other investment positions except in accordance with the
Policy. The Trust’s Board reviews the implementation of the Policy on a periodic
basis.
INDICATIVE INTRA-DAY
VALUE
The approximate value of the Funds’ investments
on a per-Share basis, the Indicative Intra-Day Value or IIV, is disseminated by
the Exchange every 15 seconds during hours of trading on the Exchange. The IIV
should not be viewed as a “real-time” update of NAV because the IIV will be
calculated by an independent third party calculator and may not be calculated in
the exact same manner as NAV, which is computed daily.
The Exchange calculates the IIV during hours of
trading on the Exchange by dividing the “Estimated Fund Value” as of the time of
the calculation by the total number of outstanding Shares. “Estimated Fund
Value” is the sum of the estimated amount of cash held in a Fund’s portfolio,
the estimated amount of accrued interest owing to a Fund and the estimated value
of the securities held in a Fund’s portfolio, minus the estimated amount of
liabilities. The IIV will be calculated based on the same portfolio holdings
disclosed on the Funds’ website. In determining the estimated value for each of
the component securities, the IIV will use last sale, market prices or other
methods that would be considered appropriate for pricing equity securities held
by registered investment companies.
Although Funds provide the independent third
party calculator with information to calculate the IIV, the Funds are not
involved in the actual calculation of the IIV and are not responsible for the
calculation or dissemination of the IIV. The Funds make no warranty as to the
accuracy of the IIV.
ADDITIONAL INFORMATION
CONCERNING SHARES
Organization and Description of Shares of
Beneficial Interest
The Trust is a Delaware statutory trust and
registered investment company. The Trust was organized on July 1, 2008, and has
authorized capital of an unlimited number of shares of beneficial interest of no
par value that may be issued in more than one class or series.
Under Delaware law, the Trust is not required to
hold an annual shareholders meeting if the 1940 Act does not require such a
meeting. Generally, there will not be annual meetings of Trust shareholders. If
requested by shareholders of at least 10% of the outstanding Shares of the
Trust, the Trust will call a meeting of the Trust’s shareholders for the purpose
of voting upon the question of removal of a Trustee and will assist in
communications with other Trust shareholders. Shareholders holding two-thirds of
Shares outstanding may remove Trustees from office by votes cast at a meeting of
Trust shareholders or by written consent.
All Shares will be freely transferable; provided,
however, that Shares may not be redeemed individually, but only in Creation
Units. The Shares will not have preemptive rights or cumulative voting rights,
and none of the Shares will have any preference to conversion, exchange,
dividends, retirements, liquidation, redemption or any other feature. Shares
have equal voting rights, except that, if the Trust creates additional funds,
only Shares of that fund may be entitled to vote on a matter affecting that
particular fund. Trust shareholders are entitled to require the Trust to redeem
Creation Units if such shareholders are Authorized Participants. The Declaration
of Trust confers upon the Board the power, by resolution, to alter the number of
Shares constituting a Creation Unit or to specify that Shares of the Trust may
be individually redeemable. The Trust reserves the right to adjust the stock
prices of Shares to maintain convenient trading ranges for investors. Any such
adjustments would be accomplished through stock splits or reverse stock splits
which would have no effect on the net assets of the Funds.
The Trust’s Declaration of Trust disclaims
liability of the shareholders or the officers of the Trust for acts or
obligations of the Trust which are binding only on the assets and property of
the Trust. The Declaration of Trust provides for indemnification by the Trust
for all loss and expense of the Funds’ shareholders held personally liable for
the obligations of the Trust. The risk of a Trust’s shareholder incurring
financial loss on account of shareholder liability is limited to circumstances
in which the Funds themselves would not be able to meet the Trust’s obligations
and this risk should be considered remote. If a Fund does not grow to a size to
permit it to be economically viable, the Fund may cease operations. In such an
event, shareholders may be required to liquidate or transfer their Shares at an
inopportune time and shareholders may lose money on their investment.
Book Entry Only System
DTC will act as securities depositary for the
Shares. The Shares of the Fund are represented by global securities registered
in the name of DTC or its nominee and deposited with, or on behalf of, DTC.
Except as provided below, certificates will not be issued for Shares.
DTC has advised the Trust as follows: DTC, the
world’s largest securities depository, is a limited-purpose trust company
organized under the New York Banking Law, a member of the Federal Reserve
System, a “clearing corporation” within the meaning of the New York Uniform
Commercial Code and a “clearing agency” registered pursuant to the provisions of
Section 17A of the Exchange Act. DTC holds and provides asset servicing for over
3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal
debt issues and money market instruments (from over 100 countries). DTC was
created to hold securities of its participants (the “DTC Participants”) and to
facilitate the clearance and settlement of securities transactions among the DTC
Participants in such securities through electronic computerized book-entry
transfers and pledges in accounts of DTC Participants, thereby eliminating the
need for physical movement of securities certificates. DTC Participants include
both U.S. and non-U.S. securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations. DTC is a wholly-owned
subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is
the holding company for DTC, the NSCC and Fixed Income Clearing Corporation, all
of which are registered clearing agencies. DTCC is owned by the users of its
regulated subsidiaries. More specifically, DTCC is owned by a number of its DTC
Participants and by the New York Stock Exchange, Inc., the NYSE Alternext US
(formerly known as the American Stock Exchange LLC) (the “Alternext”) and
FINRA.
Access to DTC system is also available to others
such as both U.S. and non-U.S. securities brokers and dealers, banks, trust
companies and clearing corporations that clear through or maintain a custodial
relationship with a DTC Participant, either directly or indirectly (“Indirect
Participants”). DTC agrees with and represents to DTC Participants that it will
administer its book-entry system in accordance with its rules and bylaws and
requirements of law. Beneficial ownership of Shares will be 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”) will be shown on, and the transfer of
ownership will be effected only through, records maintained by DTC (with respect
to DTC Participants) and on the records of DTC Participants (with respect to
Indirect Participants and Beneficial Owners that are not DTC Participants).
Beneficial Owners will receive from or through DTC Participant a written
confirmation relating to their purchase of Shares. The laws of some
jurisdictions may require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such laws may impair the ability
of certain investors to acquire beneficial interests in Shares.
Beneficial Owners of Shares will not be entitled
to have Shares registered in their names, will not receive or be entitled to
receive physical delivery of certificates in definitive form and are not
considered the registered holders of the Shares. Accordingly, each Beneficial
Owner must rely on the procedures of DTC, DTC Participants and any Indirect
Participants through which such Beneficial Owner holds its interests in order to
exercise any rights of a holder of Shares. The Trust understands that under
existing industry practice, in the event the Trust requests any action of
holders of Shares, or a Beneficial Owner desires to take any action that DTC, as
the record owner of all outstanding Shares, is entitled to take, DTC would
authorize the DTC Participants to take such action and that the DTC Participants
would authorize the Indirect Participants and Beneficial Owners acting through
such DTC Participants to take such action and would otherwise act upon the
instructions of Beneficial Owners owning through them. DTC, through its nominee
Cede & Co., is the record owner of all outstanding Shares.
Conveyance of all notices, statements and other
communications to Beneficial Owners will be effected as follows. DTC will make
available to the Trust upon request and for a fee to be charged to the Trust a
listing of Shares holdings of 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 will 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.
Beneficial Owners may wish to take certain steps to augment the transmission to
them of notices of significant events with respect to Shares by providing their
names and addresses to the DTC registrar and request that copies of notices be
provided directly to them.
Distributions of Shares shall be made to DTC or
its nominee, Cede & Co., as the registered holder of all Shares. DTC or its
nominee, upon receipt of any such distributions, shall immediately credit DTC
Participants’ accounts with payments in amounts proportionate to their
respective beneficial interests in Shares as shown on the records of DTC or its
nominee. Payments by DTC Participants to Indirect Participants and Beneficial
Owners of Shares held through such DTC Participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in a “street name,”
and will be the responsibility of such DTC Participants. The Trust has no
responsibility or liability for any aspects of the records relating to or
notices to Beneficial Owners, or payments made on account of beneficial
ownership interests in such Shares, or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests or for any other
aspect of the relationship between DTC and the DTC Participants or the
relationship between such DTC Participants and the Indirect Participants and
Beneficial Owners owning through such DTC Participants.
DTC may determine to discontinue providing its
service with respect to Shares at any time by giving reasonable notice to the
Trust and discharging its responsibilities with respect thereto under applicable
law. Under such circumstances, the Trust shall take action either to find a
replacement for DTC to perform its functions at a comparable cost or, if such a
replacement is unavailable, to issue and deliver printed certificates
representing ownership of Shares, unless the Trust makes other arrangements with
respect thereto satisfactory to the Alternext.
DTC rules applicable to DTC Participants are on
file with the SEC. More information about DTC can be found at www.dtcc.com and
www.dtc.org.
PURCHASE AND REDEMPTION OF
CREATION UNITS
Creation
The Trust issues and sells Shares of each Fund
only in Creation Units on a continuous basis on any Business Day through the
Distributor at the Shares’ NAV next determined after receipt of an order in
proper form. The Distributor processes purchase orders only on a day that the
Exchange is open for trading (a “Business Day”). The Exchange is open for
trading Monday through Friday except for 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.
Deposit of Securities and Deposit or Delivery
of Cash
The consideration for purchase of Creation Units
of a Fund generally consists of the Deposit Securities for each Creation Unit
constituting a substantial replication, or representation, of the securities
included in the relevant Fund’s portfolio as selected by the Advisor (“Fund
Securities”) and the Cash Component computed as described below. Together, the
Deposit Securities and the Cash Component constitute the “Fund Deposit,” which
represents the minimum investment amount for a Creation Unit of a Fund.
The Cash Component serves to compensate the Trust
or the Authorized Participant, as applicable, for any differences between the
NAV per Creation Unit and the Deposit Amount (as defined below). The Cash
Component is an amount equal to the difference between the NAV of the Fund
Shares (per Creation Unit) and the “Deposit Amount,” an amount equal to the
market value of the Deposit Securities. If the Cash Component is a positive
number (
i.e.
, the NAV per Creation Unit exceeds the Deposit Amount), the
Authorized Participant will deliver the Cash Component. If the Cash Component is
a negative number (
i.e.
, the NAV per Creation Unit is less than the
Deposit Amount), the Authorized Participant will receive the Cash Component.
In addition, the Trust reserves the right to
permit or require the substitution of an amount of cash (that is a “cash in
lieu” amount) to be added to the Cash Component to replace any Deposit Security
which may not be available in sufficient quantity for delivery or that may not
be eligible for transfer through the systems of DTC or the Clearing Process
(discussed below) or for other similar reasons. The Trust also reserves the
right to permit or require a “cash in lieu” amount where the delivery of Deposit
Securities by the Authorized Participant (as described below) would be
restricted under the securities laws or where delivery of Deposit Securities to
the Authorized Participant would result in the disposition of Deposit Securities
by the Authorized Participant becoming restricted under the securities laws, and
in certain other situations.
The IQ Asian Tigers ETF, IQ Asian Tigers Consumer ETF and IQ Asian Tigers Small Cap ETF (the
“Cash Creation Funds”) intend to issue and redeem Creation Units in a significant proportion for a Cash Component
equaling a portion or the whole of the value of the Fund Deposit.
The Custodian through the NSCC (see the section of this SAI entitled “Purchase and Redemption
of Creation Units—Creation—Procedures for Creation of Creation Units”), makes available on each Business Day,
prior to the opening of business on the Exchange (currently 9:30 a.m. New York time), the list of the name and the required number
of shares of each Deposit Security to be included in the current Fund Deposit (based on information at the end of the previous
Business Day) for each Fund. This Fund Deposit is applicable, subject to any adjustments as described below, to orders to effect
creations of Creation Units of the Fund until such time as the next-announced composition of the Deposit Securities is made available.
The identity and number of shares of the Deposit
Securities required for a Fund Deposit for each Fund changes as rebalancing
adjustments and corporate action events are reflected within the Fund from time
to time by the Advisor, with a view to the investment objective of the Fund. In
addition, the Trust reserves the right to permit the substitution of an amount
of cash —
i.e.
, a “cash in lieu” amount — to be added to the Cash
Component to replace any Deposit Security that may not be available in
sufficient quantity for delivery or that may not be eligible for transfer
through the systems of DTC or the Clearing Process (discussed below), or which
might not be eligible for trading by an Authorized Participant (as defined
below) or the investor for which it is acting or other relevant reason.
In addition to the list of names and number of
securities constituting the current Deposit Securities of a Fund Deposit, the
Custodian, through the NSCC, also makes available on each Business Day the
estimated Cash Component, effective through and including the previous Business
Day, per outstanding Creation Unit of the Fund.
Purchases of Creation Units of the Cash Creation
Funds, which intend to issue and redeem Creation Units in a significant
proportion for cash, shall be effected in essentially the same manner as in-kind
purchases of Creation Units of a Fund. In the case of a cash purchase, the
Authorized Participant must pay the Fund Deposit partially or entirely in cash.
In addition, to offset the brokerage and other transaction costs associated with
using the cash to purchase the Deposit Securities of the Fund, the Authorized
Participant must pay the creation transaction fee for such Fund.
Procedures for Creation of Creation
Units
All orders to create Creation Units must be
placed with the Distributor either (1) through Continuous Net Settlement System
of the NSCC (the “Clearing Process”), a clearing agency that is registered with
the SEC, by a “Participating Party,”
i.e.,
a broker-dealer or other
participant in the Clearing Process; or (2) outside the Clearing Process by a
DTC Participant (see the section of this SAI entitled “Additional Information
Concerning Shares — Book Entry Only System”). In each case, the Participating
Party or the DTC Participant must have executed an agreement with the
Distributor with respect to creations and redemptions of Creation Units (a
“Participant Agreement”); such parties are collectively referred to as “APs” or
“Authorized Participants.” Investors should contact the Distributor for the
names of Authorized Participants. All Fund Shares, whether created through or
outside the Clearing Process, will be entered on the records of DTC in the name
of Cede & Co. for the account of a DTC Participant.
The Distributor will process orders to purchase
Creation Units received by U.S. mail, telephone, facsimile and other electronic
means of communication by the closing time of the regular trading session on the
Exchange (the “Closing Time”) (normally 4:00 p.m. New York time), as long as
they are in proper form. Mail is received periodically throughout the day. An
order sent by U.S. mail will be opened and time stamped when it is received. If
an order to purchase Creation Units is received in proper form by Closing Time, then it will be processed that day.
Purchase orders received in proper form after Closing Time will be processed on
the following Business Day and will be priced at the NAV determined on that day.
Custom orders must be received by the Distributor no later than 3:00 p.m. New
York time on the trade date. A custom order may be placed by an Authorized
Participant in the event that the Trust permits the substitution of an amount of
cash to be added to the Cash Component to replace any Deposit Security which may
not be available in sufficient quantity for delivery or which may not be
eligible for trading by such Authorized Participant or the investor for which it
is acting or other relevant reason. The date on which an order to create
Creation Units (or an order to redeem Creation Units, as discussed below) is
placed is referred to as the “Transmittal Date.” Orders must be transmitted by
an Authorized Participant by telephone or other transmission method acceptable
to the Distributor pursuant to procedures set forth in the Participant
Agreement, as described below in the sections of this SAI entitled “Purchase and
Redemption of Creation Units—Placement of Creation Orders Using the Clearing
Process” and “Purchase and Redemption of Creation Units—Placement of Creation
Orders Outside the Clearing Process.”
All orders to create Creation Units from
investors who are not Authorized Participants shall be placed with an Authorized
Participant in the form required by such Authorized Participant. In addition,
the Authorized Participant may request the investor to make certain
representations or enter into agreements with respect to the order,
e.g.
,
to provide for payments of cash, when required. Investors should be aware that
their particular broker may not have executed a Participant Agreement and,
therefore, orders to create Creation Units of a Fund have to be placed by the
investor’s broker through an Authorized Participant that has executed a
Participant Agreement. In such cases there may be additional charges to such
investor. At any given time, there may be only a limited number of
broker-dealers that have executed a Participant Agreement.
Those placing orders for Creation Units through
the Clearing Process should afford sufficient time to permit proper submission
of the order to the Distributor prior to the Closing Time on the Transmittal
Date. Orders for Creation Units that are effected outside the Clearing Process
are likely to require transmittal by the DTC Participant earlier on the
Transmittal Date than orders effected using the Clearing Process. Those persons
placing orders outside the Clearing Process should ascertain the deadlines
applicable to DTC and the Federal Reserve Bank wire system by contacting the
operations department of the broker or depository institution effectuating such
transfer of the Fund Deposit. For more information about Clearing Process and
DTC, see the sections of this SAI entitled “Purchase and Redemption of Creation
Units—Creation—Placement of Creation Orders Using the Clearing Process” and
“Purchase and Redemption of Creation Units—Creation—Placement of Creation Orders
Outside the Clearing Process.”
Placement of Creation Orders Using the
Clearing Process
The Clearing Process is the process of creating
or redeeming Creation Units through the Continuous Net Settlement System of the
NSCC. Fund Deposits made through the Clearing Process must be delivered through
a Participating Party that has executed a Participant Agreement. The Participant
Agreement authorizes the Distributor to transmit through the Custodian to NSCC,
on behalf of the Participating Party, such trade instructions as are necessary
to effect the Participating Party’s creation order. Pursuant to such trade
instructions to NSCC, the Participating Party agrees to deliver the Fund Deposit
to the Trust, together with such additional information as may be required by
the Distributor. An order to create Creation Units through the Clearing Process
is deemed received by the Distributor on the Transmittal Date if (1) such order
is received by the Distributor not later than the Closing Time on such
Transmittal Date and (2) all other procedures set forth in the Participant
Agreement are properly followed.
Placement of Creation Orders Outside the
Clearing Process
Fund Deposits made outside the Clearing Process
must be delivered through a DTC Participant that has executed a Participant
Agreement. A DTC Participant who wishes to place an order creating Creation
Units to be effected outside the Clearing Process does not need to be a
Participating Party, but such orders must state that the DTC Participant is not
using the Clearing Process and that the creation of Creation Units will instead
be effected through a transfer of securities and cash directly through DTC. The
Fund Deposit transfer must be ordered by the DTC Participant on the Transmittal
Date in a timely fashion so as to ensure the delivery of the requisite number of
Deposit Securities through DTC to the account of the Fund by no later than 11:00
a.m. New York time on the next Business Day following the Transmittal Date (the
“DTC Cut-Off-Time”).
All questions as to the number of Deposit
Securities to be delivered, and the validity, form and eligibility (including
time of receipt) for the deposit of any tendered securities, will be determined
by the Trust, whose determination shall be final and binding. The amount of cash
equal to the Cash Component must be transferred directly to the Custodian
through the Federal Reserve Bank wire transfer system in a timely manner so as
to be received by the Custodian no later than 2:00 p.m. New York time on the
next Business Day following the Transmittal Date. An order to create Creation
Units outside the Clearing Process is deemed received by the Distributor on the
Transmittal Date if (1) such order is received by the Distributor not later than
the Closing Time on such Transmittal Date and (2) all other procedures set forth
in the Participant Agreement are properly followed. However, if the Custodian
does not receive both the required Deposit Securities and the Cash Component by
11:00 a.m. and 2:00 p.m., respectively, on the next Business Day following the
Transmittal Date, such order will be canceled. Upon written notice to the
Distributor, such canceled order may be resubmitted the following Business Day
using a Fund Deposit as newly constituted to reflect the then-current Deposit
Securities and Cash Component. The delivery of Creation Units so created will
occur no later than the third Business Day following the day on which the
purchase order is deemed received by the Distributor.
Additional transaction fees may be imposed with
respect to transactions effected through a DTC participant outside the Clearing
Process and in the limited circumstances in which any cash can be used in lieu
of Deposit Securities to create Creation Units. See the section of this SAI
entitled “Purchase and Sale of Creation Units—Creation—Creation Transaction
Fee.”
Creation Units may be created in advance of
receipt by the Trust of all or a portion of the applicable Deposit Securities.
In these circumstances, the initial deposit will have a value greater than the
NAV of the Fund Shares on the date the order is placed in proper form since, in
addition to available Deposit Securities, cash must be deposited in an amount
equal to the sum of (1) the Cash Component plus (2) 125% of the then-current
market value of the undelivered Deposit Securities (the “Additional Cash
Deposit”). The order shall be deemed to be received on the Business Day on which
the order is placed provided that the order is placed in proper form prior to
Closing Time and funds in the appropriate amount are deposited with the
Custodian by 11:00 a.m. New York time the following Business Day. If the order
is not placed in proper form by Closing Time or funds in the appropriate amount
are not received by 11:00 a.m. the next Business Day, then the order may be
deemed to be canceled and the Authorized Participant shall be liable to the Fund
for losses, if any, resulting therefrom. An additional amount of cash shall be
required to be deposited with the Trust, pending receipt of the undelivered
Deposit Securities to the extent necessary to maintain the Additional Cash
Deposit with the Trust in an amount at least equal to 125% of the daily
marked-to-market value of the undelivered Deposit Securities. To the extent that
undelivered Deposit Securities are not received by 1:00 p.m. New York time on
the third Business Day following the day on which the purchase order is deemed
received by the Distributor, or in the event a marked-to-market payment is not
made within one Business Day following notification by the Distributor that such
a payment is required, the Trust may use the cash on deposit to purchase the undelivered Deposit Securities. Authorized
Participants will be liable to the Trust and the Fund for the costs incurred by
the Trust in connection with any such purchases. These costs will be deemed to
include the amount by which the actual purchase price of the Deposit Securities
exceeds the market value of such Deposit Securities on the day the purchase
order was deemed received by the Distributor plus the brokerage and related
transaction costs associated with such purchases. The Trust will return any
unused portion of the Additional Cash Deposit once all of the undelivered
Deposit Securities have been properly received by the Custodian or purchased by
the Trust and deposited into the Trust. In addition, a transaction fee will be
charged in all cases. See the section of this SAI entitled “Purchase and
Redemption of Creation Units—Creation—Creation Transaction Fee.” The delivery of
Creation Units so created will occur no later than the third Business Day
following the day on which the purchase order is deemed received by the
Distributor.
Acceptance of Orders for Creation Units
The Trust reserves the absolute right to reject a
creation order transmitted to it by the Distributor if: (1) the order is not in
proper form; (2) the investor(s), upon obtaining the Fund Shares ordered, would
own 80% or more of the currently outstanding Shares of any Fund; (3) the Deposit
Securities delivered are not as disseminated for that date by the Custodian, as
described above; (4) acceptance of the Deposit Securities would have certain
adverse tax consequences to the Fund; (5) acceptance of the Fund Deposit would,
in the opinion of counsel, be unlawful; (6) acceptance of the Fund Deposit would
otherwise, in the discretion of the Trust or the Advisor, have an adverse effect
on the Trust or the rights of beneficial owners; or (7) there exist
circumstances outside the control of the Trust, the Custodian, the Distributor
and the Advisor that make it for all practical purposes impossible to process
creation orders. Examples of such circumstances include acts of God; public
service or utility problems such as fires, floods, extreme weather conditions
and power outages resulting in telephone, telecopy and computer failures; market
conditions or activities causing trading halts; systems failures involving
computer or other information systems affecting the Trust, the Advisor, the
Distributor, DTC, NSCC, the Custodian or sub-custodian or any other participant
in the creation process and similar extraordinary events. The Distributor shall
notify a prospective creator of a Creation Unit and/or the Authorized
Participant acting on behalf of such prospective creator of its rejection of the
order. The Trust, the Custodian, any 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 the
failure to give any such notification. All questions as to the number of shares
of each security in the Deposit Securities and the validity, form, eligibility
and acceptance for deposit of any securities to be delivered shall be determined
by the Trust and the Trust’s determination shall be final and binding.
Creation Units typically are issued on a “T+3
basis” (that is three Business Days after trade date). However, as discussed in
Appendix B, the Fund reserves the right to settle Creation Unit transactions on
a basis other than T+3 in order to accommodate foreign market holiday schedules,
to account for different treatment among foreign and U.S. markets of dividend
record dates and ex-dividend dates (that is the last day the holder of a
security can sell the security and still receive dividends payable on the
security), and in certain other circumstances.
To the extent contemplated by an Authorized
Participant’s agreement with the Distributor, the Trust will issue Creation
Units to such Authorized Participant notwithstanding the fact that the
corresponding Portfolio Deposits have not been received in part or in whole, in
reliance on the undertaking of the Authorized Participant to deliver the missing
Deposit Securities as soon as possible, which undertaking shall be secured by
such Authorized Participant’s delivery and maintenance of collateral having a
value equal to 110%, which the Adviser may change from time to time, of the
value of the missing Deposit Securities in accordance with the Trust’s
then-effective procedures. Such collateral must be delivered no later than 2:00
p.m., Eastern Time, on the contractual settlement date. The only collateral that is acceptable to the Trust is cash in U.S.
Dollars or an irrevocable letter of credit in form, and drawn on a bank, that is
satisfactory to the Trust. The cash collateral posted by the Authorized
Participant may be invested at the risk of the Authorized Participant, and
income, if any, on invested cash collateral will be paid to that Authorized
Participant. Information concerning the Trust’s current procedures for
collateralization of missing Deposit Securities is available from the
Distributor. The Authorized Participant Agreement will permit the Trust to buy
the missing Deposit Securities at any time and will subject the Authorized
Participant to liability for any shortfall between the cost to the Trust of
purchasing such securities and the cash collateral or the amount that may be
drawn under any letter of credit.
In certain cases, Authorized Participants will create and redeem Creation Units on the same trade
date. In these instances, the Trust reserves the right to settle these transactions on a net basis. All questions as to the number
of shares of each security in the Deposit Securities and the validity, form, eligibility and acceptance for deposit of any securities
to be delivered shall be determined by the Trust, and the Trust’s determination shall be final and binding.
Creation Transaction Fee
Investors will be required to pay to the
Custodian a fixed transaction fee (the “Creation Transaction Fee”) to offset the
transfer and other transaction costs associated with the issuance of Creation
Units. The standard creation transaction fee will be the same regardless of the
number of Creation Units purchased by an investor on the applicable Business
Day. The Creation Transaction Fee for each creation order is set forth
below:
|
|
|
|
Fund Name
|
Creation Transaction Fee
|
|
IQ Mexico Small Cap ETF
|
$1,000
|
|
IQ Asian Tigers ETF
|
$3,500
|
|
IQ Asian Tigers Consumer ETF
|
$3,500
|
|
IQ Asian Tigers Small Cap ETF
|
$3,500
|
|
IQ Asia Pacific ex-Japan Small Cap ETF
|
$3,000
|
|
IQ Australia Mid Cap ETF
|
$1,500
|
|
IQ Canada Mid Cap ETF
|
$1,000
|
|
IQ Global Precious Metals Small Cap ETF
|
$1,500
|
|
IQ U.S. Real Estate Small Cap ETF
|
$ 500
|
An additional variable fee of up to four times
the fixed transaction fee (expressed as a percentage of the value of the Deposit
Securities) may be imposed for (1) creations effected outside the Clearing
Process and (2) cash creations (to offset the Trust’s brokerage and other
transaction costs associated with using cash to purchase the requisite Deposit
Securities). Investors are responsible for the costs of transferring the
securities constituting the Deposit Securities to the account of the Trust.
In order to seek to replicate the in-kind
creation order process for creation orders executed in whole or in part with
cash, the Trust expects to purchase, in the secondary market or otherwise gain
exposure to, the portfolio securities that could have been delivered as a result
of an in-kind creation order pursuant to local law or market convention, or for
other reasons (“Creation Market Purchases”). In such cases where the Trust makes
Market Purchases, the Authorized Participant will reimburse the Trust for, among
other things, any difference between the market value at which the securities
and/or financial instruments were purchased by the Trust and the cash-in-lieu
amount, applicable registration fees, brokerage commissions and certain
taxes.
Redemption
The process to redeem Creation Units is
essentially the reverse of the process by which Creation Units are created, as
described above. To redeem Shares directly from the Funds, an investor must be
an Authorized Participant or must redeem through an Authorized Participant. The
Trust redeems Creation Units on a continuous basis on any Business Day through
the Distributor at the Shares’ NAV next determined after receipt of an order in
proper form. A Fund will not redeem Shares in amounts less than Creation Units.
Authorized Participants must accumulate enough Shares in the secondary market to
constitute a Creation Unit in order to have such Shares redeemed by the Trust.
There can be no assurance, however, that there will be sufficient liquidity in
the public trading market at any time to permit assembly of a Creation Unit.
With respect to a Fund, the Custodian, through
the NSCC, makes available prior to the opening of business on the Exchange
(currently 9:30 a.m. New York time) on each Business Day, the identity of the
Fund Securities that will be applicable (subject to possible amendment or
correction) to redemption requests received in proper form (as described below)
on that day. Fund Securities received on redemption may not be identical to
Deposit Securities that are applicable to creations of Creation Units. Unless
cash redemptions are available or specified for a Fund, the redemption proceeds
for a Creation Unit generally consist of Fund Securities — as announced on the
Business Day the request for redemption is received in proper form — plus or
minus cash in an amount equal to the difference between the NAV of the Fund
Shares being redeemed, as next determined after a receipt of a redemption
request in proper form, and the value of the Fund Securities (the “Cash
Redemption Amount”), less a redemption transaction fee (see the section of this
SAI entitled “Purchase and Redemption of Creation Units—Redemption—Redemption
Transaction Fee”).
The Cash Creation Funds intend to pay proceeds
relating to Creation Unit redemptions a significant proportion in cash.
Redemption proceeds will be delivered, less a redemption transaction fee (see
the section of this SAI entitled “Purchase and Redemption of Creation
Units—Redemption—Redemption Transaction Fee”).
The right of redemption may be suspended or the
date of payment postponed (1) for any period during which the Exchange is closed
(other than customary weekend and holiday closings); (2) for any period during
which trading on the 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 a Fund’s NAV is not reasonably practicable; or (4)
in such other circumstances as is permitted by the SEC.
Deliveries of redemption proceeds by the Fund
generally will be made within three Business Days (that is “T+3”). However, as
discussed in Appendix B, the Fund reserves the right to settle redemption
transactions and deliver redemption proceeds on a basis other than T+3 to
accommodate foreign market holiday schedules, to account for different treatment
among foreign and U.S. markets of dividend record dates and dividend ex-dates
(that is the last date the holder of a security can sell the security and still
receive dividends payable on the security sold), and in certain other
circumstances. For each country relating to the Fund, Appendix B hereto
identifies the instances where more than seven days would be needed to deliver
redemption proceeds. Pursuant to an order of the SEC, in respect of the Fund,
the Trust will make delivery of in-kind redemption proceeds within the number of
days stated in Appendix B to be the maximum number of days necessary to deliver
redemption proceeds.
In the event that cash redemptions are permitted
or required by the Trust, proceeds will be paid to the Authorized Participant
redeeming shares on behalf of the redeeming investor as soon as practicable
after the date of redemption (within seven calendar days thereafter, except for
the instances listed in Appendix B hereto where more than seven calendar days
would be needed).
Placement of Redemption Orders Using the
Clearing Process
Orders to redeem Creation Units through the
Clearing Process must be delivered through an Authorized Participant that has
executed a Participant Agreement. Investors other than Authorized Participants
are responsible for making arrangements with an Authorized Participant for an
order to redeem. An order to redeem Creation Units is deemed received by the
Trust on the Transmittal Date if: (1) such order is received by the Distributor
not later than Closing Time on such Transmittal Date; and (2) all other
procedures set forth in the Participant Agreement are properly followed. Such
order will be effected based on the NAV of the relevant Fund as next determined.
An order to redeem Creation Units using the Clearing Process made in proper form
but received by the Distributor after Closing Time will be deemed received on
the next Business Day immediately following the Transmittal Date and will be
effected at the NAV determined on such next Business Day. The requisite Fund
Securities and the Cash Redemption Amount will be transferred by the third NSCC
business day following the date on which such request for redemption is deemed
received.
Placement of Redemption Orders Outside the
Clearing Process
Orders to redeem Creation Units outside the
Clearing Process must be delivered through a DTC Participant that has executed
the Participant Agreement. A DTC Participant who wishes to place an order for
redemption of Creation Units to be effected outside the Clearing Process does
not need to be a Participating Party, but such orders must state that the DTC
Participant is not using the Clearing Process and that redemption of Creation
Units will instead be effected through transfer of Fund Shares directly through
DTC. An order to redeem Creation Units outside the Clearing Process is deemed
received by the Distributor on the Transmittal Date if (1) such order is
received by the Distributor not later than Closing Time on such Transmittal
Date; (2) such order is accompanied or followed by the requisite number of Fund
Shares, which delivery must be made through DTC to the Custodian no later than
the DTC Cut-Off-Time, and the Cash Redemption Amount, if owed to the Fund, which
delivery must be made by 2:00 p.m. New York Time; and (3) all other procedures
set forth in the Participant Agreement are properly followed. After the
Distributor receives an order for redemption outside the Clearing Process, the
Distributor will initiate procedures to transfer the requisite Fund Securities
which are expected to be delivered and the Cash Redemption Amount, if any, by
the third Business Day following the Transmittal Date.
The calculation of the value of the Fund
Securities and the Cash Redemption Amount to be delivered or received upon
redemption (by the Authorized Participant or the Trust, as applicable) will be
made by the Custodian according to the procedures set forth the section of this
SAI entitled “Determination of Net Asset Value” computed on the Business Day on
which a redemption order is deemed received by the Distributor. Therefore, if a
redemption order in proper form is submitted to the Distributor by a DTC
Participant not later than Closing Time on the Transmittal Date, and the
requisite number of Shares of the Fund are delivered to the Custodian prior to
the DTC Cut-Off-Time, then the value of the Fund Securities and the Cash
Redemption Amount to be delivered or received (by the Authorized Participant or
the Trust, as applicable) will be determined by the Custodian on such
Transmittal Date. If, however, either (1) the requisite number of Shares of the
relevant Fund are not delivered by the DTC Cut-Off-Time, as described above, or
(2) the redemption order is not submitted in proper form, then the redemption
order will not be deemed received as of the Transmittal Date. In such case, the
value of the Fund Securities and the Cash Redemption Amount to be delivered or
received will be computed on the Business Day following the Transmittal Date
provided that the Fund Shares of the relevant Fund are delivered through DTC to
the Custodian by 11:00 a.m. New York time the following Business Day pursuant to
a properly submitted redemption order.
If it is not possible to effect deliveries of the
Fund Securities, the Trust may in its discretion exercise its option to redeem
Fund Shares in cash, and the redeeming Authorized Participant will be required
to receive its redemption proceeds in cash. In addition, an investor may request
a redemption in cash that the Trust may, in its sole discretion, permit. In
either case, the investor will receive a cash payment equal to the NAV of its
Fund Shares based on the NAV of Shares of the relevant Fund next determined
after the redemption request is received in proper form (minus a transaction fee
which will include an additional charge for cash redemptions to offset the
Fund’s brokerage and other transaction costs associated with the disposition of
Fund Securities). A Fund may also, in its sole discretion, upon request of a
shareholder, provide such redeemer a portfolio of securities that differs from
the exact composition of the Fund Securities, or cash in lieu of some securities
added to the Cash Redemption Amount, but in no event will the total value of the
securities delivered and the cash transmitted differ from the NAV. Redemptions
of Fund Shares for Fund Securities will be subject to compliance with applicable
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 Trust could not lawfully deliver specific Fund Securities
upon redemptions or could not do so without first registering the Fund
Securities under such laws. An Authorized Participant or an investor for which
it is acting that is subject to a legal restriction with respect to a particular
security included in the Fund Securities applicable to the redemption of a
Creation Unit may be paid an equivalent amount of cash. The Authorized
Participant may request the redeeming Beneficial Owner of the Fund Shares to
complete an order form or to enter into agreements with respect to such matters
as compensating cash payment, beneficial ownership of shares or delivery
instructions.
Redemption Transaction Fee
Investors will be required to pay to the
Custodian a fixed transaction fee (the “Redemption Transaction Fee”) to offset
the transfer and other transaction costs associated with the redemption of
Creation Units. The standard redemption transaction fee will be the same
regardless of the number of Creation Units redeemed by an investor on the
applicable Business Day. The Redemption Transaction Fee for each redemption
order is set forth below:
|
|
|
|
Fund Name
|
Redemption Transaction Fee
|
|
IQ Mexico Small Cap ETF
|
$1,000
|
|
IQ Asian Tigers ETF
|
$3,500
|
|
IQ Asian Tigers Consumer ETF
|
$3,500
|
|
IQ Asian Tigers Small Cap ETF
|
$3,500
|
|
IQ Asia Pacific ex-Japan Small Cap ETF
|
$3,000
|
|
IQ Australia Mid Cap ETF
|
$1,500
|
|
IQ Canada Mid Cap ETF
|
$1,000
|
|
IQ Global Precious Metals Small Cap ETF
|
$1,500
|
|
IQ U.S. Real Estate Small Cap ETF
|
$ 500
|
An additional variable fee of up to four times
the fixed transaction fee (expressed as a percentage value of the Fund
Securities) may be imposed for (1) redemptions effected outside the Clearing
Process and (2) cash redemptions (to offset the Trust’s brokerage and other
transaction costs associate with the sale of Fund Securities). Investors will
also bear the costs of transferring the Fund Securities from the Trust to their
account or on their order.
In order to seek to replicate the in-kind
redemption order process for creation orders executed in whole or in part with
cash, the Trust expects to sell, in the secondary market, the portfolio
securities or settle any financial instruments that may not be permitted to be
re-registered in the name of the Participating Party as a result of an in-kind redemption order
pursuant to local law or market convention, or for other reasons (“Market
Sales”). In such cases where the Trust makes Market Sales, the Authorized
Participant will reimburse the Trust for, among other things, any difference
between the market value at which the securities and/or financial instruments
were sold or settled by the Trust and the cash-in-lieu amount, applicable
registration fees, brokerage commissions and certain taxes.
Cash Creations and Redemptions
The Trust reserves the right to offer a “cash”
option for creations and redemptions of all Fund Shares, although it has no
current intention of doing so for Funds other than the Cash Creation Funds. In
each instance of such cash creations and redemptions, transaction fees may be
imposed that will be higher than the transaction fees associated with in-kind
creations and redemptions. In all cases, such fees will be limited in accordance
with the requirements of the SEC applicable to management investment companies
offering redeemable securities.
CONTINUOUS
OFFERING
The method by which Creation Units are created
and traded may raise certain issues under applicable securities laws. Because
new Creation Units are issued and sold by the Trust 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 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 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-dealers who are not “underwriters” but are
participating in a distribution (as contrasted to ordinary secondary trading
transactions), and thus dealing with Shares that are part of an “unsold
allotment” within the meaning of Section 4(3)(C) of the Securities Act, would be
unable to take advantage of the prospectus-delivery exemption provided by
Section 4(3) of the Securities Act. 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. As a result,
broker-dealer firms should note that dealers who are not underwriters but are
participating in a distribution (as contrasted with ordinary secondary market
transactions) and thus dealing with the Shares that are part of an
over-allotment within the meaning of Section 4(3)(A) of the Securities Act would
be unable to take advantage of the prospectus delivery exemption provided by
Section 4(3) of the Securities Act. Firms that incur a prospectus delivery
obligation with respect to Shares are reminded that, under Rule 153 of the
Securities Act, a prospectus delivery obligation under Section 5(b)(2) of the
Securities Act owed to an exchange member in connection with a sale on the
Exchange is satisfied by the fact that the prospectus is available at the
Exchange upon request. The prospectus delivery mechanism provided in Rule 153 is
only available with respect to transactions on an exchange.
DETERMINATION OF NET ASSET
VALUE
The following information supplements and should
be read in conjunction with the section in the Prospectus entitled
“Determination of Net Asset Value (NAV).”
The NAV per Share for each 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) by the total number of Shares outstanding,
rounded to the nearest cent. Expenses and fees, including the management fee,
are accrued daily and taken into account for purposes of determining NAV. The
NAV of each Fund is determined as of the close of the regular trading session on
the Exchange (ordinarily 4:00 p.m., Eastern time) on each day that such exchange
is open. Any assets or liabilities denominated in currencies other than the U.S.
dollar are converted into U.S. dollars at the current market rates on the date
of valuation as quoted by one or more sources.
In computing each Fund’s NAV, the Fund’s
portfolio securities are valued based on market quotations. When market
quotations are not readily available for a portfolio security a Fund must use
such security’s fair value as determined in good faith in accordance with the
Fund’s Fair Value Pricing Procedures which are approved by the Board of
Trustees.
The value of each Fund’s portfolio securities is
based on such securities’ closing price on local markets when available. If a
portfolio security’s market price is not readily available or does not otherwise
accurately reflect the fair value of such security, the portfolio security will
be valued by another method that the Advisor believes will better reflect fair
value in accordance with the Trust’s valuation policies and procedures approved
by the Board of Trustees. Each Fund may use fair value pricing in a variety of
circumstances, including but not limited to, situations when the value of a
Fund’s portfolio security has been materially affected by events occurring after
the close of the market on which such security is principally traded (such as a
corporate action or other news that may materially affect the price of such
security) or trading in such security has been suspended or halted. In addition,
each Fund may fair value foreign equity portfolio securities each day the Fund
calculates its NAV. Accordingly, a Fund’s NAV may reflect certain portfolio
securities’ fair values rather than their market prices. Fair value pricing
involves subjective judgments and it is possible that a fair value determination
for a portfolio security is materially different than the value that could be
realized upon the sale of such security. In addition, fair value pricing could
result in a difference between the prices used to calculate a Fund’s NAV and the
prices used by the Fund’s Underlying Index. This may adversely affect a Fund’s
ability to track its Underlying Index. With respect to securities that are
primarily listed on foreign exchanges, the value of a Fund’s portfolio
securities may change on days when you will not be able to purchase or sell your
Shares.
DIVIDENDS AND
DISTRIBUTIONS
General Policies
The following information supplements and should
be read in conjunction with the section in the Prospectus entitled “Dividends,
Distributions and Taxes.”
Dividends from net investment income are declared
and paid at least annually by each Fund. Distributions of net realized capital
gains, if any, generally are declared and paid once a year, but the Trust may
make distributions on a more frequent basis for each Fund to improve its
Underlying Index tracking or to comply with the distribution requirements of the
Code, in all events in a manner consistent with the provisions of the 1940 Act.
In addition, the Trust may distribute at least annually amounts representing the
full dividend yield on the underlying Portfolio Securities of the Funds, net of
expenses of the Funds, as if each Fund owned such underlying Portfolio
Securities for the entire dividend period in which case some portion of each distribution may result in a
return of capital for tax purposes for certain shareholders.
Dividends and other distributions on Shares are
distributed, as described below, on a pro rata basis to Beneficial Owners of
such Shares. Dividend payments are made through DTC Participants and Indirect
Participants to Beneficial Owners then of record with proceeds received from the
Trust. The Trust makes additional distributions to the minimum extent necessary
(i) to distribute the entire annual taxable income of the Trust, plus any net
capital gains and (ii) to avoid imposition of the excise tax imposed by Section
4982 of the Code. Management of the Trust reserves the right to declare special
dividends if, in its reasonable discretion, such action is necessary or
advisable to preserve the status of each Fund as a “regulated investment
company” (a “RIC”) or to avoid imposition of income or excise taxes on
undistributed income.
Dividend Reinvestment Service
No reinvestment service is provided by the Trust.
Broker-dealers may make available the DTC book-entry Dividend Reinvestment
Service for use by Beneficial Owners of the Funds through DTC Participants for
reinvestment of their dividend distributions. If this service is used, dividend
distributions of both income and realized gains will be automatically reinvested
in additional whole Shares of the Funds. Beneficial Owners should contact their
broker to determine the availability and costs of the service and the details of
participation therein. Brokers may require Beneficial Owners to adhere to
specific procedures and timetables.
TAXATION
Set forth below is a discussion of
certain U.S. federal income tax considerations affecting the Funds and the purchase, ownership and disposition of Shares. It is
based upon the Internal Revenue Code of 1986, as amended (the “Code”), the regulations promulgated thereunder, judicial
authorities, and administrative rulings and practices as in effect as of the date of this SAI, all of which are subject to change,
including the following information which also supplements and should be read in conjunction with the section in the Prospectus
entitled “Dividends, Distributions and Taxes.”
The following is a summary of the material U.S. federal
income tax considerations applicable to an investment in Fund Shares. The summary is based on the laws in effect on the date of
this SAI and existing judicial and administrative interpretations thereof, all of which are subject to change, possibly with retroactive
effect. In addition, this summary assumes that a Fund shareholder holds Fund Shares as capital assets within the meaning of the
Code, and does not hold Fund Shares in connection with a trade or business. This summary does not address all potential U.S. federal
income tax considerations possibly applicable to an investment in Fund Shares, to Fund shareholders holding Fund Shares through
a partnership (or other pass-through entity) or to Fund shareholders subject to special tax rules. Prospective Fund shareholders
are urged to consult their own tax advisers with respect to the specific federal, state, local and foreign tax consequences of
investing in Fund Shares.
The Funds have not requested and will not request an advance
ruling from the Internal Revenue Service (the “IRS”) as to the federal income tax matters described below. The IRS
could adopt positions contrary to those discussed below and such positions could be sustained. Prospective investors should consult
their own tax advisors with regard to the federal tax consequences of the purchase, ownership or disposition of Shares, as well
as the tax consequences arising under the laws of any state, foreign country or other taxing jurisdiction.
Tax Treatment of the Funds
In General. Each Fund intends to
qualify and elect to be treated as a separate RIC under the Code. To qualify and maintain its tax status as a RIC, each Fund must
meet annually certain income and asset diversification requirements and must distribute annually at least ninety percent of its
“investment company taxable income” (which includes dividends, interest and net short-term capital gains). As a RIC,
a Fund generally will not have to pay corporate-level federal income taxes on any ordinary income or capital gains that it distributes
to its shareholders.
With respect to some or all of its
investments, a Fund may be required to recognize taxable income in advance of receiving the related cash payment. For example,
if a Fund invests in original issue discount obligations (such as zero coupon debt instruments or debt instruments with payment-in-kind
interest), the Fund will be required to include as interest income a portion of the original issue discount that accrues over
the term of the obligation, even if the related cash payment is not received by the Fund until a later year. Under the “wash
sale” rules, a Fund may not be able to deduct a loss on a disposition of a portfolio security. As a result, the Fund may
be required to make an annual income distribution greater than the total cash actually received during the year. Such distribution
may be made from the cash assets of the Fund or by selling Portfolio Securities. The Fund may realize gains or losses from such
sales, in which event the Fund’s shareholders may receive a larger capital gain distribution than they would in the absence
of such transactions.
A Fund will be subject to a four percent excise tax on
certain undistributed income if the Fund does not distribute to its shareholders in each calendar year at least 98% of its ordinary
income for the calendar year plus 98.2% of its capital gain net income for the twelve months ended October 31 of such year. Each
Fund intends to make distributions necessary to avoid the 4% excise tax.
Failure to Maintain RIC Status. If a Fund fails to qualify
as a RIC for any year (subject to certain curative measures allowed by the Code), the Fund will be subject to regular corporate-level
income tax in that year on all of its taxable income, regardless of whether the Fund makes any distributions to its shareholders.
In addition, distributions will be taxable to a Fund’s shareholders generally as ordinary dividends to the extent of the
Fund’s current and accumulated earnings and profits. Distributions from a non-qualifying Fund’s earnings and profits
will be taxable to the Fund’s shareholders as regular dividends, possibly eligible for (i) in the case of an individual
Fund shareholder, treatment as a qualifying dividend (as discussed below) subject to tax at preferential capital gains rates or
(ii) in the case of a corporate Fund shareholder, a dividends-received deduction.
PFIC Investments. The Fund may purchase shares in a foreign
corporation treated as a “passive foreign investment company” (a “PFIC”) for federal income tax purposes.
As a result, the Fund may be subject to increased federal income tax (plus charges in the nature of interest on previously-deferred
income taxes on the PFIC’s income) on “excess distributions” made on or gain from a sale (or other disposition)
of the PFIC shares even if the Fund distributes the excess distributions to its shareholders.
In lieu of the increased income tax and deferred tax interest
charges on excess distributions on and dispositions of a PFIC’s shares, the Fund can elect to treat the underlying PFIC
as a “qualified electing fund,” provided that the PFIC agrees to provide the Fund with adequate information regarding
its annual results and other aspects of its operations. With a “qualified electing fund” election in place, the Fund
must include in its income each year its share (whether distributed or not) of the ordinary earnings and net capital gain of a
PFIC.
In the alternative, the Fund can elect, under certain
conditions, to mark-to-market at the end of each taxable year its PFIC shares. The Fund would recognize as ordinary income any
increase in the value of the PFIC shares and as an ordinary loss (up to any prior income resulting from the mark-to-market election)
any decrease in the value of the PFIC shares.
With a “mark-to-market” or “qualified
election fund” election in place on a PFIC, the Fund might be required to recognize in a year income in excess of its actual
distributions on and proceeds from dispositions of the PFIC’s shares. Any such income would be subject to the RIC distribution
requirements and would be taken into account for purposes of the 4% excise tax (described above).
Futures Contracts. A Fund may be required to mark-to-market
and recognize as income for each taxable year its net unrealized gains and losses on certain futures contracts. In addition, a
Fund may be required to defer the recognition of losses on futures contracts to the extent of any unrecognized gains on related
positions held by the Fund. Any income from futures contracts would be subject to the RIC distribution requirements and would
be taken into account for purposes of the 4% excise tax (described above).
Foreign Currency Transactions. Gains or losses attributable
to fluctuations in exchange rates between the time a Fund accrues income, expenses or other items denominated in a foreign currency
and the time the Fund actually collects or pays such items are generally treated as ordinary income or loss. Similarly, gains
or losses on foreign currency forward contracts and the disposition of debt securities denominated in a foreign currency, to the
extent attributable to fluctuations in exchange rates between the acquisition and disposition dates, are also treated as ordinary
income or loss.
Special or Uncertain Tax Consequences. A Fund’s
investment or other activities could be subject to special and complex tax rules that may produce differing tax consequences,
such as disallowing or limiting the use of losses or deductions (such as the “wash sale” rules), causing the recognition
of income or gain without a corresponding receipt of cash, affecting the time as to when a purchase or sale of stock or securities
is deemed to occur or altering the characterization of certain complex financial transactions. Each Fund will monitor its investment
activities for any adverse effects that may result from these special tax rules.
A Fund may engage in investment or other activities the treatment
of which may not be clear or may be subject to recharacterization by the IRS. In particular, the tax treatment of swaps and other
derivatives and income from foreign currency transactions is unclear for purposes of determining a Fund’s status as a RIC.
If a final determination on the tax treatment of a Fund’s investment or other activities differs from the Fund’s original
expectations, the final determination could adversely affect the Fund’s status as a RIC or the timing or character of income
recognized by the Fund, requiring the Fund to purchase or sell assets, alter its portfolio or take other action in order to comply
with the final determination.
Tax Treatment of Fund Shareholders
Fund Distributions. In general, Fund
distributions are subject to federal income tax when paid, regardless of whether they consist of cash or property or are re-invested
in Fund Shares. However, any Fund distribution declared in October, November or December of any calendar year and payable to shareholders
of record on a specified date during such month will be deemed to have been received by each Fund shareholder on December 31 of
such calendar year, provided such dividend is actually paid during January of the following calendar year.
Distributions of a Fund’s net
investment income (other than, as discussed below, qualifying dividend income) and net short-term capital gains are taxable as
ordinary income to the extent of the Fund’s current or accumulated earnings and profits. Distributions of a Fund’s
net long-term capital gains in excess of net short-term capital losses are taxable as long-term capital gain to the extent of
the Fund’s current or accumulated earnings and profits, regardless of a Fund shareholder’s holding period in the Fund’s
Shares. Distributions of qualifying dividend income are taxable as long-term capital gain to the extent of the Fund’s current
or accumulated earnings and profits, provided that the Fund shareholder meets certain holding period and other requirements with
respect to the distributing Fund’s Shares and the distributing Fund meets certain holding period and other requirements
with respect to its dividend-paying stocks.
Each Fund intends to distribute its long-term capital
gains at least annually. However, by providing written notice to its shareholders no later than 60 days after its year-end, a
Fund may elect to retain some or all of its long-term capital gains and designate the retained amount as a “deemed distribution.”
In that event, the Fund pays income tax on the retained long-term capital gain, and each Fund shareholder recognizes a proportionate
share of the Fund’s undistributed long-term capital gain. In addition, each Fund shareholder can claim a refundable tax
credit for the shareholder’s proportionate share of the Fund’s income taxes paid on the undistributed long-term capital
gain and increase the tax basis of the Fund Shares by an amount equal to the shareholder’s proportionate share of the Fund’s
undistributed long-term capital gains, reduced by the amount of the shareholder’s tax credit.
Long-term capital gains of non-corporate Fund shareholders
(
i.e.
, individuals, trusts and estates) are taxed at a maximum rate of 20%. In addition, Fund distributions of qualifying
dividend income to non-corporate Fund shareholders qualify for taxation at long-term capital gain rates.
To the extent that each Fund makes a distribution of income
received by such Fund in lieu of dividends with respect to securities on loan pursuant to a securities lending transaction, such
income will not constitute qualified dividend income to individual shareholders and will not be eligible for the dividends-received
deduction for corporate shareholders.
Investors considering buying Fund Shares just prior to
a distribution should be aware that, although the price of the Fund Shares purchased at such time may reflect the forthcoming
distribution, such distribution nevertheless may be taxable (as opposed to a non-taxable return of capital).
REIT/REMIC Investments. A Fund may invest in Real Estate
Investment Trusts (“REITs”) owning residual interests in real estate mortgage investment conduits (“REMICs”).
Income from a REIT to the extent attributable to a REMIC residual interest (known as “excess inclusion” income) is
allocated to a Fund’s shareholders in proportion to the dividends received from the Fund, producing the same income tax
consequences as if the Fund shareholders directly received the excess inclusion income. In general, excess inclusion income (i)
cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions), (ii) constitutes “unrelated
business taxable income” to certain entities (such as a qualified pension plan, an individual retirement account, a 401(k)
plan, a Keogh plan or other tax-exempt entity), and (iii) in the case of a foreign shareholder, does not qualify for any withholding
tax reduction or exemption. In addition, if at any time during any taxable year certain types of entities own Fund Shares, the
Fund will be subject to a tax equal to the product of (i) the excess inclusion income allocable to such entities and (ii) the
highest U.S. federal income tax rate imposed on corporations. A Fund is also subject to information reporting with respect to
any excess inclusion income.
Sales of Fund Shares. Any capital gain or loss realized
upon a sale of Fund Shares is treated generally as a long-term gain or loss if the Fund Shares have been held for more than one
year. Any capital gain or loss realized upon a sale of Fund Shares held for one year or less is generally treated as a short-term
gain or loss, except that any capital loss on the sale of Fund Shares held for six months or less is treated as long-term capital
loss to the extent that capital gain dividends were paid with respect to such Fund Shares.
Creation Unit Issues and Redemptions. On an issue of Fund
Shares as part of a Creation Unit, an Authorized Participant recognizes capital gain or loss equal to the difference between (i)
the fair market where the creation is conducted in-kind value (at issue) of the issued Fund Shares (plus any cash received by
the Authorized Participant as part of the issue) and (ii) the Authorized Participant’s aggregate basis in the exchanged
securities (plus any cash paid by the Authorized Participant as part of the issue). On a redemption of Fund Shares as part of
a Creation Unit where the redemption is conducted in-kind, an Authorized Participant recognizes capital gain or loss equal to
the difference between (i) the fair market value (at redemption) of the securities received (plus any cash received by the Authorized
Participant as part of the redemption) and (ii) the Authorized Participant’s basis in the redeemed Fund Shares (plus any
cash paid by the Authorized Participant as part of the redemption). However, the IRS may assert, under the “wash sale”
rules or on the basis that there has been no significant change in the Authorized Participant’s economic position, that
any loss on an issue or redemption of Creation Units cannot be deducted currently.
In general, any capital gain or loss recognized upon the issue
or redemption of Fund Shares (as components of a Creation Unit) is treated either as long-term capital gain or loss, if the deposited
securities (in the case of an issue) or the Fund Shares (in the case of a redemption) have been held for more than one year, or
otherwise as short-term capital gain or loss. However, any capital loss on a redemption of Fund Shares held for six months or
less is treated as long-term capital loss to the extent that capital gain dividends were paid with respect to such Fund Shares.
A Fund may be subject to foreign income taxes and may
be able to elect to pass-along such credit to its shareholders. If this election is available and the Fund elects such treatment,
the amount of such credit will be treated as an additional distribution by the Fund and, subject to various limitations of the
Code, its shareholders will be entitled to claim a foreign tax credit to offset their tax liability. Please consult your tax advisor
regarding whether you will be able to use such credit against your tax liability.
Recent legislation, if applicable
to a shareholder, imposes a new 3.8% Medicare tax on net investment income. Please consult your tax advisor regarding this tax.
Back-Up Withholding. A Fund may be
required to report certain information on a Fund shareholder to the IRS and withhold federal income tax (“backup withholding”)
at a 28% rate from all taxable distributions and redemption proceeds payable to the Fund shareholder if the Fund shareholder fails
to provide the Fund with a correct taxpayer identification number (or, in the case of a U.S. individual, a social security number)
or a completed exemption certificate (e.g., an IRS Form W-8BEN in the case of a foreign Fund shareholder) or if the IRS notifies
the Fund that the Fund shareholder is otherwise subject to backup withholding. Backup withholding is not an additional tax and
any amount withheld may be credited against a Fund shareholder’s federal income tax liability.
Tax Shelter Reporting Regulations. If a Fund shareholder
recognizes a loss with respect to Fund Shares of $2 million or more (for an individual Fund shareholder) or $10 million or more
(or a greater loss over a combination of years) for a corporate stockholder in any single taxable year, the Fund shareholder may
be required file a disclosure statement with the IRS. Significant penalties may be imposed upon the failure to comply with these
reporting rules.
Special Issues for Foreign Shareholders
In general. If a Fund shareholder is not a U.S. citizen
or resident or if a Fund shareholder is a foreign entity, the Fund’s ordinary income dividends (including distributions
of net short-term capital gains and other amounts that would not be subject to U.S. withholding tax if paid directly to foreign
Fund shareholders) will be subject, in general, to withholding tax at a rate of 30% (or at a lower rate established under an applicable
tax treaty). However, for Fund tax years that begin on or before December 31, 2013, interest-related dividends and short-term
capital gain dividends generally will not be subject to withholding tax; provided that the foreign Fund shareholder furnishes
the Fund with a completed IRS Form W-8BEN (or acceptable substitute documentation) establishing the Fund shareholder’s status
as foreign and that the Fund does not have actual knowledge or reason to know that the foreign Fund shareholder would be subject
to withholding tax if the foreign Fund shareholder were to receive the related amounts directly rather than as dividends from
the Fund.
Under current law, gain on a sale of Fund Shares or an
exchange of such stockholder’s Shares of the Fund will be exempt from U.S. federal income tax (including withholding at
the source) unless (i) in the case of an individual foreign Fund shareholder, the Fund shareholder is physically present in the
United States for more than 182 days during the taxable year and meets certain other requirements, or (ii) at any time during
the shorter of the period during which the foreign Fund shareholder held such Shares of the Fund and the five-year period ending
on the date of the disposition of those shares, the Fund was a “U.S. real property holding corporation” (as defined
below) and the foreign Fund shareholder actually or constructively held more than 5% of the Fund Shares of the same class. In
the case of a disposition described in clause (ii) of the preceding sentence, the gain would be taxed in the same manner as for
a domestic Fund shareholder and in certain cases will be collected through withholding at the source in an amount equal to 10%
of the sales proceeds.
Unless treated as a “domestically-controlled”
RIC, a Fund will be a “U.S. real property holding corporation” if the fair market value of its U.S. real property
interests (which includes shares of U.S. real property holding corporations and certain participating debt securities) equals
or exceeds 50% of the fair market value of such interests plus its interests in real property located outside the United States
plus any other assets used or held for use in a business. A “domestically controlled” RIC is any RIC in which at all
times during the relevant testing period 50% or more in value of the RIC’s stock was owned by U.S. persons. This provision
relating to domestically controlled regulated investment companies generally will not apply after December 31, 2013.
To claim a credit or refund for any Fund-level taxes on
any undistributed long-term capital gains (as discussed above) or any taxes collected through withholding, a foreign Fund shareholder
must obtain a U.S. taxpayer identification number and file a federal income tax return even if the foreign Fund shareholder would
not otherwise be required to obtain a U.S. taxpayer identification number or file a U.S. income tax return.
Investments in U.S. Real Property. In general, if a Fund
is a “U.S. real property holding corporation,” (determined without the exception for “domestically-controlled”
RICs and publicly-traded RICs) distributions by the Fund attributable to gains from “U.S. real property interests”
(including gain on the sale of shares in certain “non-domestically controlled” REITs and certain capital gain dividends
from REITs) will be treated as income effectively connected to a trade or business within the United States, subject generally
to tax at the same rates applicable to domestic Fund shareholders and, in the case of the foreign corporate Fund shareholder,
a “branch profits” tax at a rate of 30% (or other applicable lower rate). Such distributions will be subject to U.S.
withholding tax and will generally give rise to an obligation on the part of the foreign stockholder to file a U.S. federal income
tax return.
Even if a Fund is treated as a U.S. real property holding
company, distributions on and sales of the Fund Shares will not be treated as income effectively connected with a U.S. trade or
business in the case of a foreign Fund shareholder owning (for the applicable period) 5% or less (by class) of the Fund shares.
In general, these provisions generally will not apply after December 31, 2013, provided, however, that such provisions will continue
to apply thereafter in respect of distributions by a regulated investment company that is a U.S. real property holding corporation
or would be so treated for this purpose to the extent such distributions are attributable to certain capital gain dividends from
REITs. Investors are advised to consult their own tax advisers with respect to the application to their own circumstances of the
above-described rules.
Foreign stockholders that engage in certain “wash
sale” and/or substitute dividend payment transactions the effect of which is to avoid the receipt of distributions from
the Fund that would be treated as gain effectively connected with a United States trade or business will be treated as having
received such distributions. All shareholders of the Fund should consult their tax advisers regarding the application of these
rules.
Recently enacted legislation will subject foreign shareholders
to U.S. withholding tax of 30% on all U.S. source income (including all dividends from the Fund) beginning in 2014, and gross
proceeds from the sale of U.S. stocks and securities (including the sale of Fund shares) beginning in 2017, unless they comply
with certainly newly-enacted reporting requirements. Complying with such requirements will require the shareholder, to provide
and certify certain information about itself and (where applicable) its beneficial owners, and foreign financial institutions
generally will be required to enter in an agreement with the U.S. Internal Revenue Service to provide it with certain information
regarding such shareholder’s account holders. Please consult your tax advisor regarding this tax.
OTHER
INFORMATION
The Funds are not sponsored, endorsed, sold or
promoted by the Exchange. The Exchange makes no representation or warranty,
express or implied, to the owners of Shares or any member of the public
regarding the advisability of investing in securities generally or in the Funds
particularly or the ability of the Funds to achieve their objective. The
Exchange has no obligation or liability in connection with the administration,
marketing or trading of the Funds.
For purposes of the 1940 Act, the Funds are
registered investment companies, and the acquisition of Shares by other
registered investment companies and companies relying on exemption from
registration as investment companies under Section 3(c)(1) or 3(c)(7) of the
1940 Act is subject to the restrictions of Section 12(d)(1) of the 1940 Act,
except as permitted by an exemptive order that permits registered investment
companies to invest in the Funds beyond those limitations.
Shareholder inquiries may be made by writing to
the Trust, c/o IndexIQ Advisors LLC, 800 Westchester Avenue, Suite N-611, Rye
Brook, New York 10573.
APPENDIX A
SUMMARY OF PROXY VOTING POLICY AND
PROCEDURES
The Advisor exercises its proxy voting rights
with regard to the holdings in each Fund’s investment portfolio with the goals
of maximizing the value of the Fund’s investments, promoting accountability of a
company’s management and board of directors (collectively, the “Management”) to
its shareholders, aligning the interests of management with those of
shareholders, and increasing transparency of a company’s business and
operations.
The Advisor seeks to avoid material conflicts of
interest through its use of a third-party proxy services vendor (the “Proxy
Vendor”), which applies detailed, pre-determined proxy voting guidelines (the
“Voting Guidelines”) in an objective and consistent manner across client
accounts, based on research and recommendations provided by a third party
vendor, and without consideration of any client relationship factors. The
Advisor engages a third party as an independent fiduciary to vote all proxies
for the Funds.
All proxy voting proposals are reviewed,
categorized, analyzed and voted in accordance with the Voting Guidelines. These
guidelines are reviewed periodically and updated as necessary to reflect new
issues and any changes in our policies on specific issues. Items that can be
categorized under the Voting Guidelines will be voted in accordance with any
applicable guidelines. Proposals that cannot be categorized under the Voting
Guidelines will be referred to the Portfolio Oversight Committee for discussion
and vote. Additionally, the Portfolio Oversight Committee may review any
proposal where it has identified a particular company, industry or issue for
special scrutiny. With regard to voting proxies of foreign companies, the
Advisor weighs the cost of voting, and potential inability to sell the
securities (which may occur during the voting process) against the benefit of
voting the proxies to determine whether or not to vote.
APPENDIX
B
SECURITIES SETTLEMENTS FOR CREATIONS AND REDEMPTIONS
Each Fund generally intends to effect deliveries
of Creation Units and Deposit Securities on a basis of “T” plus three business
days. Each Fund may effect deliveries of Creation Units and Deposit Securities
on a basis other than T plus three in order to accommodate local holiday
schedules, to account for different treatment among foreign and U.S. markets of
dividend record dates and ex-dividend dates, or under certain other
circumstances. The ability of a Fund to effect in-kind creations and redemptions
within three business days of receipt of an order in good form is subject, among
other things, to the condition that, within the time period from the date of the
order to the date of delivery of the securities, there are no days that are
holidays in the applicable foreign market. For every occurrence of one or more
intervening holidays in the applicable foreign 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, but not more than twelve
calendar days. In the event that a delay in a redemption settlement cycle will
extend to more than twelve calendar days, the Fund will effect a cash-in-lieu
redemption to the extent necessary. In addition to holidays, other unforeseeable
closings in a foreign market due to emergencies may also prevent the Trust from
delivering securities within the normal settlement period.
The securities delivery cycles currently
practicable for transferring Deposit Securities to redeeming investors, coupled
with foreign market holiday schedules, will require a delivery process longer
than seven calendar days in certain circumstances.
The holidays applicable to the Funds during such
periods are listed below, as are instances where more than seven days will be
needed to deliver redemption proceeds. Although certain holidays may occur on
different dates in subsequent years, the number of days required to deliver
redemption proceeds in any given year is not expected to exceed the maximum
number of days listed below for the Funds. 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 at some time in the future.
The
dates of the Regular Holidays in calendar year 2013 are:
|
|
|
|
|
Australia:
|
|
|
|
|
January
1
|
March
29
|
May
20
|
August
14
|
December
25
|
January
28
|
April
1
|
June
3
|
September
30
|
December
26
|
March
4
|
April
25
|
June
10
|
October
7
|
|
March
11
|
May
6
|
August
5
|
November
5
|
|
Brazil:
|
|
|
|
|
January
1
|
March
29
|
November
15
|
December
31
|
|
January
25
|
May
1
|
November
20
|
|
|
February
11
|
May
30
|
December
24
|
|
|
February
12
|
July
9
|
December
25
|
|
|
|
Canada:
|
|
|
|
|
January
1
|
May
20
|
September
2
|
December
26
|
|
January
2
|
June
24
|
October
14
|
|
|
February
18
|
July
1
|
November
11
|
|
|
March
29
|
August
5
|
December
25
|
|
|
|
|
|
|
|
|
Chile:
|
|
|
|
|
January
1
|
August
15
|
December
25
|
|
|
March
29
|
September
18
|
December
31
|
|
|
May
1
|
September
19
|
|
|
|
May
21
|
November
1
|
|
|
|
|
China:
|
|
|
|
|
January
1
|
February
15
|
July
4
|
October
14
|
|
January
21
|
February
18
|
September
2
|
November
11
|
|
February
7
|
May
1
|
September
30
|
November
28
|
|
February
8
|
May
2
|
October
1
|
December
25
|
|
February
11
|
May
3
|
October
2
|
|
|
February
12
|
May
6
|
October
3
|
|
|
February
13
|
May
7
|
October
4
|
|
|
February
14
|
May
28
|
October
7
|
|
|
|
|
|
|
|
Colombia:
|
|
|
|
|
January
1
|
March
29
|
June
10
|
October
14
|
December
31
|
January
7
|
May
1
|
July
1
|
November
4
|
|
March
25
|
May
13
|
August
7
|
November
11
|
|
March
28
|
June
3
|
August
19
|
December
25
|
|
|
|
|
|
|
Czech
Republic:
|
|
|
|
|
January
1
|
July
5
|
December
26
|
|
|
April
1
|
October
28
|
December
31
|
|
|
May
1
|
December
24
|
|
|
|
May
8
|
December
25
|
|
|
|
|
|
Egypt:
|
|
|
|
|
January
1
|
May
5
|
August
8
|
October
16
|
|
January
7
|
May
6
|
August
11
|
November
4
|
|
January
24
|
July
1
|
October
6
|
November
5
|
|
April
25
|
July
23
|
October
14
|
|
|
May
1
|
August
7
|
October
15
|
|
|
Hong
Kong:
|
|
|
|
|
January
1
|
April
4
|
September
20
|
December
26
|
|
February
11
|
May
1
|
October
1
|
December
31
|
|
February
12
|
May
17
|
October
14
|
|
|
March
29
|
June
12
|
December
24
|
|
|
April
1
|
July
1
|
December
25
|
|
|
Hungary:
|
|
|
|
|
January
1
|
May
20
|
November
1
|
|
|
March
15
|
August
19
|
December
24
|
|
|
April
1
|
August
20
|
December
25
|
|
|
May
1
|
October
23
|
December
26
|
|
|
|
India:
|
|
|
|
|
January
25
|
April
20
|
August
10
|
November
4
|
|
January
26
|
April
23
|
August
15
|
November
5
|
|
March
27
|
May
1
|
August
22
|
November
14
|
|
March
29
|
May
25
|
September
9
|
November
15
|
|
April
1
|
June
29
|
September
30
|
December
25
|
|
April
11
|
July
1
|
October
2
|
|
|
April
19
|
August
9
|
October
16
|
|
|
|
|
|
|
|
Indonesia:
|
|
|
|
|
January
1
|
May
9
|
August
12
|
December
24
|
|
January
25
|
June
7
|
August
13
|
December
25
|
|
March
12
|
August
7
|
October
15
|
December
26
|
|
March
29
|
August
8
|
November
4
|
December
30
|
|
April
11
|
August
9
|
November
5
|
December
31
|
|
|
Japan:
|
|
|
|
|
January
1
|
February
11
|
May
6
|
October
14
|
|
January
2
|
March
20
|
July
15
|
November
4
|
|
January
3
|
April
29
|
September
16
|
December
23
|
|
January
14
|
May
3
|
September
23
|
December
31
|
|
|
Malaysia:
|
|
|
|
|
January
1
|
May
1
|
June
1
|
October
15
|
|
January
24
|
May
24
|
August
7
|
November
4
|
|
February
1
|
May
25
|
August
8
|
November
5
|
|
February
11
|
May
30
|
August
9
|
December
25
|
|
February
12
|
May
31
|
August
31
|
|
|
Mexico:
|
|
|
|
|
January
1
|
March
21
|
September
16
|
December
25
|
|
February
4
|
March
28
|
November
18
|
|
|
February
5
|
March
29
|
November
20
|
|
|
March
18
|
May
1
|
December
12
|
|
|
|
Morocco:
|
|
|
|
|
January
1
|
May
1
|
August
14
|
October
17
|
|
January
11
|
July
30
|
August
20
|
November
5
|
|
January
24
|
August
8
|
August
21
|
November
6
|
|
January
25
|
August
9
|
October
16
|
November
18
|
|
|
|
|
|
|
New
Zealand:
|
|
|
|
|
January
1
|
February
6
|
June
3
|
December
26
|
|
January
2
|
March
29
|
October
28
|
|
|
January
21
|
April
1
|
December
25
|
|
|
January
28
|
April
25
|
|
|
|
Peru:
|
|
|
|
|
January
1
|
July
29
|
December
24
|
|
|
March
28
|
August
30
|
December
25
|
|
|
March
29
|
October
8
|
December
31
|
|
|
May
1
|
November
1
|
|
|
|
|
Philippines:
|
|
|
|
|
January
1
|
April
8
|
August
8
|
December
24
|
|
February
25
|
May
1
|
August
9
|
December
25
|
|
March
28
|
May
13
|
August
21
|
December
30
|
|
March
29
|
June
12
|
November
1
|
December
31
|
|
|
|
|
|
|
Poland:
|
|
|
|
|
January
1
|
May
3
|
November
11
|
|
|
March
29
|
May
30
|
December
25
|
|
|
April
1
|
August
15
|
December
26
|
|
|
May
1
|
November
1
|
|
|
|
|
|
|
|
|
Russia:
|
|
|
|
|
January
1
|
January
8
|
May
9
|
|
|
January
2
|
January
9
|
May
10
|
|
|
January
3
|
February
25
|
June
12
|
|
|
January
4
|
March
8
|
November
4
|
|
|
January
7
|
May
1
|
|
|
|
|
|
|
|
|
Singapore:
|
|
|
|
|
January
1
|
May
1
|
August
9
|
December
25
|
|
February
11
|
May
24
|
October
15
|
|
|
February
12
|
May
25
|
November
2
|
|
|
March
29
|
August
8
|
November
4
|
|
|
|
|
|
|
|
South
Africa:
|
|
|
|
|
January
1
|
May
1
|
December
16
|
|
|
March
21
|
June
17
|
December
25
|
|
|
March
29
|
August
9
|
December
26
|
|
|
April
1
|
September
24
|
|
|
|
|
|
|
|
|
South
Korea:
|
|
|
|
|
January
1
|
May
17
|
September
19
|
|
|
February
11
|
June
6
|
September
20
|
|
|
March
1
|
July
17
|
October
3
|
|
|
April
5
|
August
15
|
December
25
|
|
|
May
1
|
September
18
|
December
31
|
|
|
|
|
|
|
|
Taiwan:
|
|
|
|
|
January
1
|
February
12
|
April
4
|
October
10
|
|
February
7
|
February
13
|
May
1
|
|
|
February
8
|
February
14
|
June
12
|
|
|
February
11
|
February
28
|
September
19
|
|
|
|
|
|
|
|
Thailand:
|
|
|
|
|
January
1
|
April
16
|
July
1
|
December
5
|
|
February
25
|
May
1
|
July
23
|
December
10
|
|
April
8
|
May
6
|
August
12
|
December
31
|
|
April
15
|
May
27
|
October
23
|
|
|
|
|
|
|
|
Turkey:
|
|
|
|
|
January
1
|
August
9
|
October
16
|
October
29
|
|
April
23
|
August
30
|
October
17
|
|
|
August
7
|
October
14
|
October
18
|
|
|
August
8
|
October
15
|
October
28
|
|
|
|
|
|
|
|
Vietnam:
|
|
|
|
|
January
1
|
April
30
|
|
|
|
February
10
|
May
1
|
|
|
|
April
19
|
September
2
|
|
|
|
The
dates of the Regular Holidays in calendar year 2014 are:
Argentina:
|
|
|
|
|
January 1
|
May 1
|
August 18
|
|
|
March 24
|
May 25
|
October 13
|
|
|
April 2
|
June 20
|
December 8
|
|
|
April 18
|
July 9
|
December 25
|
|
|
|
|
|
|
|
Australia:
|
|
|
|
|
January 1
|
April 18
|
May 19
|
August 13
|
December 25
|
January 27
|
April 21
|
June 2
|
September 29
|
December 26
|
March 3
|
April 25
|
June 9
|
October 6
|
|
March 10
|
May 5
|
August 4
|
November 4
|
|
|
|
|
|
|
Austria:
|
|
|
|
|
January 1
|
May 1
|
August 15
|
December 26
|
|
January 6
|
May 29
|
December 8
|
December 31
|
|
April 18
|
June 9
|
December 24
|
|
|
April 21
|
June 19
|
December 25
|
|
|
|
|
|
|
|
Belgium:
|
|
|
|
|
January 1
|
May 29
|
August 15
|
|
|
April 18
|
May 30
|
November 11
|
|
|
April 18
|
May 30
|
December 25
|
|
|
May 1
|
July 21
|
December 26
|
|
|
|
|
|
|
|
Brazil:
|
|
|
|
|
January 1
|
April 18
|
July 9
|
December 31
|
|
January 20
|
April 21
|
November 20
|
|
|
March 3
|
May 1
|
December 24
|
|
|
March 4
|
June 19
|
December 25
|
|
|
|
|
|
|
|
Canada:
|
|
|
|
|
January 1
|
May 19
|
September 1
|
December 26
|
|
January 2
|
June 24
|
October 13
|
|
|
February 17
|
July 1
|
November 11
|
|
|
April 18
|
August 4
|
December 25
|
|
|
|
|
|
|
|
Chile:
|
|
|
|
|
January 1
|
June 16
|
December 8
|
|
|
April 18
|
August 15
|
December 25
|
|
|
May 1
|
September 18
|
December 31
|
|
|
May 21
|
September 19
|
|
|
|
|
|
|
|
|
China:
|
|
|
|
|
January 1
|
February 5
|
May 5
|
October 1
|
November 11
|
January 20
|
February 6
|
May 6
|
October 2
|
November 27
|
January 30
|
February 7
|
May 7
|
October 3
|
December 25
|
January 31
|
February 17
|
May 26
|
October 6
|
|
February 3
|
May 1
|
July 4
|
October 7
|
|
February 4
|
May 2
|
September 1
|
October 13
|
|
|
|
|
|
|
Colombia:
|
|
|
|
|
January 1
|
April 18
|
June 30
|
November 3
|
December 31
|
January 6
|
May 1
|
August 7
|
November 17
|
|
March 24
|
June 2
|
August 18
|
December 8
|
|
April 17
|
June 23
|
October 13
|
December 25
|
|
|
|
|
|
|
Czech Republic:
|
|
|
|
January 1
|
October 28
|
December 26
|
|
|
April 21
|
November 17
|
December 31
|
|
|
May 1
|
December 24
|
|
|
|
May 8
|
December 25
|
|
|
|
|
|
|
|
|
Egypt:
|
|
|
|
|
January 1
|
April 21
|
July 28
|
October 6
|
|
January 7
|
May 1
|
July 29
|
|
|
January 13
|
July 1
|
July 30
|
|
|
April 20
|
July 23
|
October 5
|
|
|
|
|
|
|
|
The Egyptian market is closed every Friday
|
|
|
|
|
|
|
|
Denmark:
|
|
|
|
|
January 1
|
May 16
|
December 24
|
|
|
April 17
|
May 29
|
December 25
|
|
|
April 18
|
June 5
|
December 26
|
|
|
April 21
|
June 9
|
December 31
|
|
|
|
|
|
|
|
Finland:
|
|
|
|
|
January 1
|
May 1
|
December 25
|
|
|
January 6
|
May 29
|
December 26
|
|
|
April 18
|
June 20
|
December 31
|
|
|
April 21
|
December 24
|
|
|
|
|
|
|
|
|
France:
|
|
|
|
|
January 1
|
May 8
|
November 11
|
|
|
April 18
|
May 29
|
December 25
|
|
|
April 21
|
July 14
|
December 26
|
|
|
May 1
|
August 15
|
|
|
|
|
|
|
|
|
Germany:
|
|
|
|
|
April 6
|
December 26
|
|
|
|
April 9
|
|
|
|
|
May 1
|
|
|
|
|
December 25
|
|
|
|
|
|
|
|
|
|
Hong Kong:
|
|
|
|
|
January 1
|
April 21
|
July 1
|
December 24
|
|
January 30
|
May 1
|
September 9
|
December 25
|
|
January 31
|
May 6
|
October 1
|
December 26
|
|
April 18
|
June 2
|
October 2
|
December 31
|
|
|
|
|
|
|
|
|
|
|
|
India:
|
|
|
|
|
January 14
|
April 14
|
July 29
|
September 30
|
November 6
|
February 27
|
April 18
|
July 30
|
October 2
|
December 25
|
March 17
|
May 1
|
August 15
|
October 3
|
|
March 31
|
May 14
|
August 18
|
October 6
|
|
April 1
|
June 30
|
August 23
|
October 23
|
|
April 8
|
July 1
|
August 29
|
November 4
|
|
|
|
|
|
|
Indonesia:
|
|
|
|
|
January 1
|
May 15
|
July 29
|
August 18
|
December 26
|
January 13
|
May 26
|
July 30
|
October 6
|
December 30
|
January 31
|
May 29
|
July 31
|
December 24
|
December 31
|
April 18
|
July 28
|
August 1
|
December 25
|
|
|
|
|
|
|
Ireland:
|
|
|
|
|
January 1
|
May 1
|
October 27
|
December 29
|
|
March 17
|
May 5
|
December 24
|
|
|
April 18
|
June 2
|
December 25
|
|
|
April 21
|
August 4
|
December 26
|
|
|
|
|
|
|
|
Italy:
|
|
|
|
|
January 1
|
May 1
|
December 24
|
|
|
January 6
|
June 2
|
December 25
|
|
|
April 18
|
August 15
|
December 26
|
|
|
April 25
|
December 8
|
|
|
|
|
|
|
|
|
Japan:
|
|
|
|
|
January 1
|
February 11
|
July 21
|
November 3
|
|
January 2
|
March 21
|
September 15
|
November 24
|
|
January 3
|
April 29
|
September 23
|
December 23
|
|
January 13
|
May 5
|
October 13
|
December 31
|
|
|
|
|
|
|
Malaysia:
|
|
|
|
|
January 1
|
February 1
|
May 15
|
July 29
|
October 22
|
January 14
|
February 3
|
May 30
|
July 30
|
October 23
|
January 30
|
May 1
|
June 7
|
September 1
|
October 25
|
January 31
|
May 13
|
July 28
|
October 6
|
December 25
|
|
|
|
|
|
Mexico:
|
|
|
|
|
January 1
|
March 21
|
September 16
|
December 25
|
|
February 3
|
April 17
|
November 17
|
|
|
February 5
|
April 18
|
November 20
|
|
|
March 17
|
May 1
|
December 12
|
|
|
|
|
|
|
|
Morocco:
|
|
|
|
|
January 1
|
July 28
|
August 20
|
November 18
|
|
January 14
|
July 29
|
August 21
|
|
|
January 15
|
July 30
|
October 6
|
|
|
May 1
|
August 14
|
November 6
|
|
|
|
|
|
|
|
Netherlands:
|
|
|
|
|
January 1
|
May 1
|
December 26
|
|
|
April 18
|
May 29
|
|
|
|
April 21
|
June 9
|
|
|
|
April 30
|
December 25
|
|
|
|
|
|
|
|
|
New Zealand:
|
|
|
|
January 1
|
February 6
|
June 2
|
|
|
January 2
|
April 18
|
October 27
|
|
|
January 20
|
April 21
|
December 25
|
|
|
January 27
|
April 25
|
December 26
|
|
|
|
|
|
|
|
Norway:
|
|
|
|
|
January 1
|
May 1
|
December 25
|
|
|
April 17
|
May 29
|
December 26
|
|
|
April 18
|
June 9
|
December 31
|
|
|
April 21
|
December 24
|
|
|
|
|
|
|
|
|
Peru:
|
|
|
|
|
January 1
|
July 28
|
December 24
|
|
|
April 17
|
July 29
|
December 25
|
|
|
April 18
|
October 8
|
December 31
|
|
|
May 1
|
December 8
|
|
|
|
|
|
|
|
|
Philippines:
|
|
|
|
|
January 1
|
April 18
|
July 29
|
December 30
|
|
February 25
|
May 1
|
August 21
|
December 31
|
|
April 7
|
June 12
|
December 24
|
|
|
April 17
|
July 28
|
December 25
|
|
|
|
|
|
|
|
Poland:
|
|
|
|
|
January 1
|
June 19
|
December 26
|
|
|
April 18
|
August 15
|
|
|
|
April 21
|
November 11
|
|
|
|
May 1
|
December 25
|
|
|
|
|
|
|
|
|
Portugal:
|
|
|
|
|
January 1
|
April 25
|
June 19
|
December 24
|
|
March 4
|
May 1
|
August 15
|
December 25
|
|
April 18
|
June 10
|
December 1
|
December 26
|
|
April 21
|
June 13
|
December 8
|
|
|
|
|
|
|
|
Russia:
|
|
|
|
|
January 1
|
January 7
|
March 1
|
June 13
|
|
January 2
|
January 8
|
May 2
|
November 3
|
|
January 3
|
February 24
|
May 9
|
November 4
|
|
January 6
|
March 10
|
January 12
|
|
|
|
|
|
|
|
Singapore:
|
|
|
|
|
January 1
|
May 1
|
August 9
|
December 25
|
|
January 31
|
May 13
|
October 6
|
|
|
February 1
|
May 15
|
October 22
|
|
|
April 18
|
July 28
|
October 23
|
|
|
|
|
|
|
|
South Africa:
|
|
|
|
|
January 1
|
April 28
|
December 16
|
|
|
March 21
|
May 1
|
December 25
|
|
|
April 18
|
June 16
|
December 26
|
|
|
April 21
|
September 24
|
|
|
|
|
|
|
|
|
South Korea:
|
|
|
|
|
January 1
|
March 1
|
August 15
|
October 3
|
|
January 30
|
May 5
|
September 7
|
December 24
|
|
January 31
|
May 6
|
September 8
|
|
|
February 1
|
June 6
|
September 9
|
|
|
|
|
|
|
|
Spain:
|
|
|
|
|
January 1
|
April 21
|
July 25
|
December 25
|
|
January 6
|
May 1
|
August 15
|
December 26
|
|
April 17
|
May 2
|
September 9
|
|
|
April 18
|
May 15
|
December 8
|
|
|
|
|
|
|
|
Sweden:
|
|
|
|
|
January 1
|
May 1
|
December 24
|
|
|
January 6
|
May 29
|
December 25
|
|
|
April 18
|
June 6
|
December 26
|
|
|
April 21
|
June 20
|
December 31
|
|
|
|
|
|
|
|
Switzerland:
|
|
|
|
|
January 1
|
April 18
|
June 9
|
September 11
|
December 26
|
January 2
|
April 21
|
June 19
|
December 8
|
December 31
|
January 6
|
May 1
|
August 1
|
December 24
|
|
March 19
|
May 29
|
August 15
|
December 25
|
|
|
|
|
|
|
Taiwan:
|
|
|
|
|
January 1
|
February 12
|
April 4
|
October 10
|
|
February 7
|
February 13
|
May 1
|
|
|
February 8
|
February 14
|
June 12
|
|
|
February 11
|
February 28
|
September 19
|
|
|
|
|
|
|
|
Thailand:
|
|
|
|
|
January 1
|
April 16
|
July 1
|
December 5
|
|
February 25
|
May 1
|
July 23
|
December 10
|
|
April 8
|
May 6
|
August 12
|
December 31
|
|
April 15
|
May 27
|
October 23
|
|
|
|
|
|
|
|
Turkey:
|
|
|
|
|
January 1
|
July 29
|
October 7
|
|
|
April 23
|
July 30
|
October 28
|
|
|
May 19
|
October 3
|
October 29
|
|
|
July 28
|
October 6
|
|
|
|
|
|
|
|
|
United Kingdom:
|
|
|
|
January 1
|
August 25
|
|
|
|
April 18
|
December 25
|
|
|
|
April 21
|
December 26
|
|
|
|
May 5
|
|
|
|
|
|
|
|
|
|
Vietnam:
|
|
|
|
|
January 1
|
February 1
|
April 9
|
June 2
|
November 20
|
January 23
|
February 2
|
April 30
|
August 10
|
December 25
|
January 30
|
February 14
|
May 1
|
September 2
|
|
January 31
|
March 8
|
May 6
|
September 8
|
|
|
|
|
|
|
Redemption:
The
longest redemption cycle for a Fund is a function of the longest redemption cycle among the countries whose stocks comprise the
Fund.
In
the calendar year 2013, the dates of regular holidays affecting the following
securities markets present the worst-case redemption cycle for a Fund as
follows:
China:
Redemption
Request
Date
|
Redemption
Settlement
Date
|
Settlement
Period
|
02/4/2013
|
02/19/2013
|
15
|
02/4/2013
|
02/20/2013
|
15
|
02/4/2013
|
02/21/2013
|
15
|
04/26/2013
|
05/08/2013
|
12
|
04/29/2013
|
05/09/2013
|
10
|
04/30/2013
|
05/10/2013
|
10
|
09/25/2013
|
10/8/2013
|
13
|
09/26/2013
|
10/09/2013
|
13
|
09/27/2013
|
10/10/2013
|
13
|
The
Czech Republic:
Redemption
Request
Date
|
Redemption
Settlement
Date
|
Settlement
Period
|
12/19/2013
|
12/27/2013
|
8
|
12/20/2013
|
12/30/2013
|
10
|
12/23/2013
|
01/2/2013
|
10
|
Egypt:
Redemption
Request
Date
|
Redemption
Settlement
Date
|
Settlement
Period
|
10/8/2013
|
10/17/2013
|
9
|
10/9/2013
|
10/18/2013
|
9
|
10/10/2013
|
10/21/2013
|
11
|
10/29/2013
|
11/6/2013
|
8
|
10/30/2013
|
11/7/2013
|
8
|
10/31/2013
|
11/8/2013
|
8
|
Hungary:
Redemption
Request
Date
|
Redemption
Settlement
Date
|
Settlement
Period
|
12/19/2013
|
12/27/2013
|
8
|
12/20/2013
|
12/30/2013
|
10
|
12/23/2013
|
12/31/2013
|
8
|
Indonesia:
Redemption
Request
Date
|
Redemption
Settlement
Date
|
Settlement
Period
|
08/2/2013
|
08/14/2013
|
12
|
08/5/2013
|
08/15/2013
|
10
|
08/6/2013
|
08/16/2013
|
10
|
12/19/2013
|
12/27/2013
|
8
|
12/20/2013
|
1/2/2014
|
13
|
12/23/2013
|
1/3/2014
|
11
|
Malaysia:
Redemption
Request
Date
|
Redemption
Settlement
Date
|
Settlement
Period
|
08/2/2013
|
08/12/2013
|
10
|
08/5/2013
|
08/13/2013
|
8
|
08/6/2013
|
08/14/2013
|
8
|
Philippines:
Redemption
Request
Date
|
Redemption
Settlement
Date
|
Settlement
Period
|
12/23/2013
|
01/2/2014
|
10
|
South
Africa:
Redemption
Request
Date
|
Redemption
Settlement
Date
|
Settlement
Period
|
03/14/2013
|
03/22/2013
|
8
|
03/15/2013
|
03/25/2013
|
10
|
03/18/2013
|
03/26/2013
|
8
|
03/19/2013
|
03/27/2013
|
8
|
03/20/2013
|
03/28/2013
|
8
|
03/22/2013
|
04/2/2013
|
11
|
03/25/2013
|
04/3/2013
|
8
|
03/26/2013
|
04/4/2013
|
8
|
03/27/2013
|
04/5/2013
|
8
|
03/28/2013
|
04/8/2013
|
11
|
04/24/2013
|
05/2/2013
|
8
|
04/25/2013
|
05/3/2013
|
8
|
04/26/2013
|
05/6/2013
|
10
|
04/29/2013
|
05/7/2013
|
8
|
04/30/2013
|
05/8/2013
|
8
|
06/10/2013
|
06/18/2013
|
8
|
06/11/2013
|
06/19/2013
|
8
|
06/12/2013
|
06/20/2013
|
8
|
06/13/2013
|
06/21/2013
|
8
|
06/14/2013
|
06/24/2013
|
10
|
08/2/2013
|
08/12/2013
|
10
|
08/5/2013
|
08/13/2013
|
8
|
08/6/2013
|
08/14/2013
|
8
|
08/7/2013
|
08/15/2013
|
8
|
08/8/2013
|
08/16/2013
|
8
|
09/17/2013
|
09/25/2013
|
8
|
09/18/2013
|
09/26/2013
|
8
|
09/19/2013
|
09/27/2013
|
8
|
09/20/2013
|
09/30/2013
|
10
|
09/23/2013
|
10/1/2013
|
8
|
12/11/2013
|
12/19/2013
|
8
|
12/12/2013
|
12/20/2013
|
8
|
12/13/2013
|
12/23/2013
|
10
|
12/18/2013
|
12/27/2013
|
9
|
12/19/2013
|
12/30/2013
|
11
|
12/20/2013
|
12/31/2013
|
11
|
12/23/2013
|
01/2/2014
|
10
|
12/24/2013
|
01/3/2014
|
10
|
Taiwan:
Redemption
Request
Date
|
Redemption
Settlement
Date
|
Settlement
Period
|
02/5/2013
|
02/15/2013
|
10
|
02/6/2013
|
02/18/2013
|
12
|
Turkey:
Redemption
Request
Date
|
Redemption
Settlement
Date
|
Settlement
Period
|
10/10/2013
|
10/21/2013
|
11
|
10/11/2013
|
10/22/2013
|
11
|
In the calendar year 2014, the dates of regular holidays affecting
the following securities markets present the worst-case redemption cycle for a Fund as follows:
Austria:
|
|
|
|
|
|
Redemption Request Date
|
Redemption Settlement Date
|
Settlement Period
|
12/19/2014
|
12/29/2014
|
10
|
12/22/2014
|
12/30/2014
|
8
|
12/23/2014
|
1/2/2015
|
10
|
1/27/2014
|
2/10/2014
|
14
|
|
|
|
China:
|
|
|
|
|
|
Redemption Request Date
|
Redemption Settlement Date
|
Settlement Period
|
1/27/2014
|
2/10/2014
|
14
|
1/28/2014
|
2/11/2014
|
14
|
1/29/2014
|
2/12/2014
|
14
|
4/28/2014
|
5/8/2014
|
10
|
4/29/2014
|
5/9/2014
|
10
|
4/30/2014
|
5/12/2014
|
12
|
9/26/2014
|
10/8/2014
|
12
|
9/29/2014
|
10/9/2014
|
10
|
9/30/2014
|
10/10/2014
|
10
|
|
|
|
Czech Republic:
|
|
|
|
|
|
Redemption Request Date
|
Redemption Settlement Date
|
Settlement Period
|
12/23/2013
|
1/2/2014
|
10
|
12/19/2014
|
12/29/2014
|
10
|
12/22/2014
|
12/13/2014
|
8
|
12/23/2014
|
1/2/2015
|
10
|
|
|
|
Denmark:
|
|
|
|
|
|
Redemption Request Date
|
Redemption Settlement Date
|
Settlement Period
|
12/23/2013
|
1/2/2014
|
10
|
4/14/2014
|
4/23/2014
|
8
|
4/15/2014
|
4/24/2014
|
8
|
4/16/2014
|
4/24/2014
|
8
|
12/19/2014
|
12/29/2014
|
10
|
12/22/2014
|
12/30/2014
|
8
|
12/23/2014
|
1/2/2015
|
10
|
|
|
|
Egypt:
|
|
|
|
|
|
Redemption Request Date
|
Redemption Settlement Date
|
Settlement Period
|
12/31/2013
|
1/8/2014
|
8
|
1/6/2014
|
1/14/2014
|
8
|
4/14/2014
|
4/22/2014
|
8
|
4/15/2014
|
4/23/2014
|
8
|
4/16/2014
|
4/24/2014
|
8
|
4/17/2014
|
4/27/2014
|
10
|
7/21/2014
|
7/31/2014
|
10
|
7/22/2014
|
8/3/2014
|
12
|
7/24/2014
|
8/4/2014
|
11
|
9/29/2014
|
10/7/2014
|
8
|
9/30/2014
|
10/8/2014
|
8
|
10/1/2014
|
10/9/2014
|
8
|
10/2/2014
|
10/12/2014
|
10
|
|
|
|
Finland:
|
|
|
|
|
|
Redemption Request Date
|
Redemption Settlement Date
|
Settlement Period
|
12/23/2013
|
1/2/2014
|
10
|
12/19/2014
|
12/29/2014
|
10
|
12/22/2014
|
12/30/2014
|
8
|
12/23/2014
|
1/2/2015
|
10
|
|
|
|
Indonesia:
|
|
|
|
|
|
Redemption Request Date
|
Redemption Settlement Date
|
Settlement Period
|
12/23/2013
|
1/2/2014
|
10
|
7/23/2014
|
8/4/2014
|
12
|
7/24/2014
|
8/5/2014
|
12
|
7/25/2014
|
8/6/2014
|
12
|
12/19/2014
|
12/29/2014
|
10
|
12/22/2014
|
12/30/2014
|
8
|
12/23/2014
|
1/2/2015
|
11
|
|
|
|
Ireland:
|
|
|
|
|
|
Redemption Request Date
|
Redemption Settlement Date
|
Settlement Period
|
12/23/2014
|
1/2/2014
|
10
|
12/19/2014
|
12/30/2014
|
11
|
12/22/2014
|
12/31/2014
|
9
|
12/23/2014
|
1/2/2015
|
10
|
|
|
|
Italy:
|
|
|
|
|
|
Redemption Request Date
|
Redemption Settlement Date
|
Settlement Period
|
12/19/2014
|
12/29/2014
|
10
|
12/22/2014
|
12/30/2014
|
8
|
12/23/2014
|
1/2/2015
|
10
|
|
|
|
Japan:
|
|
|
|
|
|
Redemption Request Date
|
Redemption Settlement Date
|
Settlement Period
|
12/26/2014
|
1/5/2015
|
10
|
12/29/2014
|
1/6/2015
|
8
|
12/30/2014
|
1/7/2015
|
8
|
|
|
|
Malaysia:
|
|
|
|
|
|
Redemption Request Date
|
Redemption Settlement Date
|
Settlement Period
|
1/27/2014
|
2/4/2014
|
8
|
1/28/2014
|
2/5/2015
|
8
|
1/29/2014
|
2/6/2015
|
8
|
7/23/2014
|
7/31/2014
|
8
|
7/24/2014
|
8/1/2014
|
8
|
7/25/2015
|
8/4/2014
|
10
|
|
|
|
Philippines:
|
|
|
|
|
|
Redemption Request Date
|
Redemption Settlement Date
|
Settlement Period
|
12/23/2013
|
1/2/2014
|
10
|
12/26/2013
|
1/3/2014
|
8
|
12/27/2013
|
1/6/2014
|
10
|
12/23/2014
|
1/2/2015
|
10
|
12/26/2014
|
1/5/2015
|
10
|
12/29/2014
|
1/6/2015
|
8
|
|
|
|
Portugal:
|
|
|
|
|
|
Redemption Request Date
|
Redemption Settlement Date
|
Settlement Period
|
12/29/2014
|
1/2/2014
|
10
|
12/22/2014
|
1/3/2014
|
8
|
12/23/2014
|
1/6/2014
|
8
|
|
|
|
Russia:
|
|
|
|
|
|
Redemption Request Date
|
Redemption Settlement Date
|
Settlement Period
|
12/29/2013
|
12/29/2014
|
10
|
12/22/2013
|
12/30/2014
|
8
|
12/23/2014
|
12/31/2014
|
8
|
|
|
|
South Africa:
|
|
|
|
|
|
Redemption Request Date
|
Redemption Settlement Date
|
Settlement Period
|
12/31/2013
|
1/2/2014
|
10
|
12/24/2013
|
1/3/2014
|
10
|
12/27/2013
|
1/6/2014
|
10
|
12/30/2013
|
1/7/2014
|
8
|
12/31/2013
|
1/8/2014
|
8
|
3/14/2014
|
3/24/2014
|
10
|
3/17/2014
|
3/25/2014
|
8
|
3/18/2014
|
3/26/2014
|
8
|
3/19/2014
|
3/27/2014
|
8
|
3/20/2014
|
3/28/2014
|
8
|
4/11/2014
|
4/22/2014
|
9
|
4/14/2014
|
4/23/2014
|
9
|
4/15/2014
|
4/24/2014
|
9
|
4/16/2014
|
4/25/2014
|
9
|
4/17/2014
|
4/29/2014
|
12
|
4/22/2014
|
4/30/2014
|
8
|
4/23/2014
|
5/2/2014
|
9
|
4/24/2014
|
5/5/2014
|
11
|
4/25/2014
|
5/6/2014
|
11
|
4/29/2014
|
5/7/2014
|
8
|
4/30/2014
|
5/7/2014
|
8
|
6/9/2014
|
6/17/2014
|
8
|
6/10/2014
|
6/18/2014
|
8
|
6/11/2014
|
6/19/2014
|
8
|
6/12/2014
|
6/20/2014
|
8
|
6/13/2014
|
6/23/2014
|
10
|
9/17/2014
|
9/25/2014
|
8
|
9/18/2014
|
9/26/2014
|
8
|
9/19/2014
|
9/29/2014
|
10
|
9/22/2014
|
9/30/2014
|
8
|
9/23/2014
|
10/1/2014
|
8
|
12/9/2014
|
12/17/2014
|
8
|
12/10/2014
|
12/18/2014
|
8
|
12/11/2014
|
12/19/2014
|
8
|
12/12/2014
|
12/22/2014
|
10
|
12/15/2014
|
12/23/2014
|
8
|
12/18/2014
|
12/29/2014
|
11
|
12/19/2014
|
12/30/2014
|
11
|
12/22/2014
|
12/31/2014
|
9
|
12/23/2014
|
1/2/2015
|
10
|
12/14/2014
|
1/5/2015
|
12
|
12/29/2014
|
1/6/2015
|
8
|
12/30/2014
|
1/7/2015
|
8
|
12/31/2014
|
1/8/2015
|
8
|
|
|
|
Spain:
|
|
|
|
|
|
Redemption Request Date
|
Redemption Settlement Date
|
Settlement Period
|
4/14/2014
|
4/22/2014
|
8
|
4/15/2014
|
4/23/2014
|
8
|
4/16/2014
|
4/24/2014
|
8
|
|
|
|
Sweden:
|
|
|
|
|
|
Redemption Request Date
|
Redemption Settlement Date
|
Settlement Period
|
12/23/2013
|
1/2/2014
|
10
|
12/19/2014
|
12/29/2014
|
10
|
12/22/2014
|
12/30/2014
|
8
|
12/23/2014
|
1/2/2015
|
10
|
|
|
|
Taiwan:
|
|
|
|
|
|
Redemption Request Date
|
Redemption Settlement Date
|
Settlement Period
|
1/24/2014
|
2/5/2014
|
12
|
|
|
|
Vietnam:
|
|
|
|
|
|
Redemption Request Date
|
Redemption Settlement Date
|
Settlement Period
|
4/29/2014
|
5/7/2014
|
8
|
|
|
|
PROSPECTUS
| AUGUST 28, 2013
IndexIQ ETF Trust
IQ Fastest Growing Companies ETF (GRWS)
IQ
Innovation Leaders ETF (RD)
NEITHER THE SECURITIES AND EXCHANGE COMMISSION (“SEC”)
NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Not FDIC Insured | May Lose Value | No Bank Guarantee
IndexIQ
ETF Trust (the “Trust”) is a registered investment company that consists of
separate investment portfolios called “Funds.” This Prospectus relates to the
following Funds:
|
|
|
Name
|
CUSIP
|
Symbol
|
IQ Fastest Growing Companies ETF
|
45409B594
|
GRWS
|
IQ Innovation Leaders ETF
|
45409B586
|
RD
|
Each Fund is an exchange-traded fund (“ETF”). This
means that shares of the Funds are listed on a national securities exchange, such as the NYSE Arca, Inc. and trade at market
prices. The market price for a Fund’s shares may be different from its net asset value per share (the
“NAV”). Each Fund has its own CUSIP number and exchange trading symbol.
SUMMARY INFORMATION
IQ
FASTEST GROWING COMPANIES ETF
INVESTMENT OBJECTIVE
The Fund seeks investment results that
correspond (before fees and expenses) generally to the price and yield performance of its underlying index, the IQ Fastest Growing
Companies Index (the “Underlying Index”).
FEES AND EXPENSES OF THE FUND
This table describes the fees and expenses
that you may pay if you buy and hold shares of the Fund (“Shares”). Investors purchasing Shares on a national securities
exchange, national securities association or over-the-counter trading system where Shares may trade from time to time (each, a
“Secondary Market”) may be subject to customary brokerage commissions charged by their broker that are not reflected
in the table set forth below.
Shareholder Fees (fees paid directly
from your investment):
No shareholder fees are levied by the
Fund for purchases and sales made on the Secondary Market.
Annual Fund Operating Expenses (expenses
that you pay each year as a percentage of the value of your investment):
Management
Fee
|
0.49%
|
Distribution
and/or Service (12b-1) Fees
|
0.00%
|
Other
Expenses
(a)
|
0.00%
|
Total
Annual Fund Operating Expenses
|
0.49%
|
(a)
|
The Fund has not yet commenced operations and Other Expenses are based on estimated amounts for the current fiscal year.
|
Example.
This example is intended
to help you compare the cost of investing in the Fund with the cost of investing in other funds. This example does not take into
account brokerage commissions that you pay when purchasing or selling Shares of the Fund.
The example assumes that you invest
$10,000 in the Fund for the time periods indicated and then redeem all of your Shares at the end of those periods. The example
also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain at current
levels.
The return of 5% and estimated expenses are for illustration purposes only, and should not be considered indicators of expected
Fund expenses or performance, which may be greater or less than the estimates. Although your actual costs may be higher or lower,
based on these assumptions your costs would be:
PORTFOLIO TURNOVER
The Fund pays transaction costs, such
as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate
may indicate higher transaction costs and may result in higher taxes when Shares are held in a taxable account. These costs, which
are not reflected in annual Fund operating expenses or in the example, affect the Fund’s performance. This rate excludes
the value of portfolio securities received or delivered as a result of in-kind creations or redemptions of the Fund’s Shares.
As of the date of this Prospectus, the Fund had not yet commenced operations.
PRINCIPAL INVESTMENT STRATEGIES
The Fund employs a “passive management”
– or indexing – investment approach designed to track the performance of the Underlying Index, which was developed
by Financial Development HoldCo LLC (“IndexIQ”), the parent company of IndexIQ Advisors LLC, the Fund’s investment
advisor (the “Advisor”). The Underlying Index is a rules-based, index intended to give investors exposure to high growth
United States (“U.S.”) companies, as measured by several growth factors.
Under normal circumstances, the
Fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in the components that
make up its Underlying Index (the “Underlying Index Components”).
After establishing the eligible universe
of companies, the Underlying Index selects for inclusion and weights the top 50 eligible issuers based on the following growth-related
factors:
-
Sales growth;
-
Net income growth;
-
Cash flow growth; and
-
Total return
The factors above were chosen to isolate
companies that have historically demonstrated an ability to generate high levels of shareholder value by consistently achieving
significant growth rates across multiple financial factors.
The Underlying
Index Components that are eligible for inclusion in the Underlying Index include the following characteristics, measured as of
each annual rebalance date:
-
Issuer must be domiciled in the U.S.;
-
Issuer’s shares must have their primary stock exchange listing in the U.S.;
-
Issuer must be ranked within the top 500 U.S. public companies by sales;
-
Issuer must have a minimum average market capitalization of $1.5 billion for the 60 days
prior to and as of the annual rebalance date;
-
Issuer’s shares must have minimum average daily trading volume of at least $1 million
for the prior 90 days; and
-
Issuer’s shares must have minimum monthly volume of 250,000 shares each month over
the prior six months.
Securities of issuers with recent stock
exchange listings (
i.e.
, recent initial public offerings) that meet all of the eligibility criteria may be added to the
Underlying Index on an annual basis, provided that the companies’ securities have been trading for at least six months.
The Underlying Index Components are
selected annually in connection with the reconstitution of the Underlying Index. Their respective weights are rebalanced annually
in connection with the rebalance of the Underlying Index.
As of June 30, 2013, the market
capitalizations of the Underlying Index Components ranged from approximately $2.5 billion to approximately
$372 billion.
For additional information about the
Fund’s principal investment strategies, see “Additional Description of the Principal Strategies of the Funds.”
PRINCIPAL RISKS
Investors in the Fund should be willing
to accept a high degree of volatility in the price of the Fund’s Shares and the possibility of significant losses. An investment
in the Fund involves a substantial degree of risk and the Fund does not represent a complete investment program. Therefore, you
should consider carefully the following risks before investing in the Fund. A more complete discussion of Principal Risks is included
under “Additional Description of the Principal Risks of the Funds.”
Concentration Risk
To the extent that the Fund’s
investments are concentrated in a particular country, market, industry or asset class, the Fund will be susceptible to loss due
to adverse occurrences affecting that country, market, industry or asset class.
Equity Securities Risk
Equity securities are subject to changes
in value and their values may be more volatile than other asset classes.
Growth Securities Risk
The Fund invests in securities of high
growth companies, which may be more volatile than other types of investments.
Management Risk
The strategy used by the Advisor to match the
performance of the Underlying Index may fail to produce the intended results.
Market Risk
The market price of investments owned
by the Fund may go up or down, sometimes rapidly or unpredictably.
Mid Capitalization Companies Risk
The Fund invests in the securities of
mid capitalization companies, the value of which may be more volatile than those of larger companies.
New Fund Risk
The Fund is a new fund. As a new fund,
there can be no assurance that it will grow to or maintain an economically viable size, in which case it may experience greater
tracking error to its Underlying Index than it otherwise would at higher asset levels or it could ultimately liquidate.
Replication Management Risk
Unlike many investment companies, the
Fund is not “actively” managed. Therefore, it would not necessarily sell a security because the security’s issuer
was in financial trouble unless that security is removed from the Underlying Index.
Small Capitalization Companies Risk
The Fund invests in the securities of
small capitalization companies, the value of which may be more volatile than those of larger companies.
Tracking Error Risk
Although the Fund attempts to track
the performance of its Underlying Index, the Fund may not be able to duplicate its exact composition or return for any number of
reasons.
Trading Price Risk
Although it is expected that generally
the market price of the Shares will approximate the Fund’s NAV, there may be times when the market price in the Secondary
Market and the NAV vary significantly.
PERFORMANCE INFORMATION
As of the date of this Prospectus, the
Fund has not yet commenced operations and therefore does not report its performance information.
INVESTMENT ADVISOR
IndexIQ Advisors LLC (the “Advisor”)
is the investment advisor to the Fund.
PORTFOLIO MANAGER
The professionals primarily responsible
for the day-to-day management of the Fund are Paul (Teddy) Fusaro and Greg Barrato. Mr. Fusaro and Mr. Barrato, who are each Senior
Vice President of the Advisor, will each serve as a portfolio manager of the Fund upon its inception.
PURCHASE AND SALE OF FUND SHARES
Unlike conventional mutual funds,
the Fund issues and redeems Shares on a continuous basis, at net asset value (“NAV”), only in blocks of 50,000 Shares
or whole multiples thereof (“Creation Units”). The Fund’s Creation Units are issued and redeemed principally
in-kind for securities included in the Fund. Retail investors may acquire Shares on NYSE Arca, Inc. through a broker-dealer. Shares
of the Fund will trade at market price rather than NAV. As such, Shares may trade at a price greater than NAV (premium) or less
than NAV (discount).
TAX INFORMATION
The Fund’s distributions are taxable
and will generally be taxed as ordinary income or capital gains.
FINANCIAL INTERMEDIARY COMPENSATION
If you purchase the Fund through a broker-dealer
or other financial intermediary (such as a bank), the Advisor may pay the intermediary for the sale of Fund Shares and related
services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson
to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more
information.
IQ INNOVATION LEADERS ETF
INVESTMENT OBJECTIVE
The Fund seeks investment results that
correspond (before fees and expenses) generally to the price and yield performance of its underlying index, the IQ Innovation Leaders
Index (the “Underlying Index”).
FEES AND EXPENSES OF THE FUND
This table describes the fees and expenses
that you may pay if you buy and hold shares of the Fund (“Shares”). Investors purchasing Shares on a national securities
exchange, national securities association or over-the-counter trading system where Shares may trade from time to time (each, a
“Secondary Market”) may be subject to customary brokerage commissions charged by their broker that are not reflected
in the table set forth below.
Shareholder Fees (fees paid directly
from your investment):
No shareholder fees are levied by the
Fund for purchases and sales made on the Secondary Market.
Annual Fund Operating Expenses (expenses
that you pay each year as a percentage of the value of your investment):
Management
Fee
|
0.49%
|
Distribution
and/or Service (12b-1) Fees
|
0.00%
|
Other
Expenses
(a)
|
0.00%
|
Total
Annual Fund Operating Expenses
|
0.49%
|
(a)
|
The Fund has not yet commenced operations and Other Expenses are based on estimated amounts for the current fiscal year.
|
Example.
This example is intended
to help you compare the cost of investing in the Fund with the cost of investing in other funds. This example does not take into
account brokerage commissions that you pay when purchasing or selling Shares of the Fund.
The example assumes that you invest
$10,000 in the Fund for the time periods indicated and then redeem all of your Shares at the end of those periods. The example
also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain at current levels.
The return of 5% and estimated expenses are for illustration purposes only, and should not be considered indicators of expected
Fund expenses or performance, which may be greater or less than the estimates. Although your
actual costs may be higher or lower, based on these assumptions your costs would be:
PORTFOLIO TURNOVER
The Fund pays transaction costs, such
as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate
may indicate higher transaction costs and may result in higher taxes when Shares are held in a taxable account. These costs, which
are not reflected in annual Fund operating expenses or in the example, affect the Fund’s performance. This rate excludes
the value of portfolio securities received or delivered as a result of in-kind creations or redemptions of the Fund’s Shares.
As of the date of this Prospectus, the Fund had not yet commenced operations.
PRINCIPAL INVESTMENT STRATEGIES
The Fund employs a “passive management”
– or indexing – investment approach designed to track the performance of the Underlying Index, which was developed
by Financial Development HoldCo LLC (“IndexIQ”), the parent company of IndexIQ Advisors LLC, the Fund’s investment
advisor (the “Advisor”). The Underlying Index is a rules-based index intended to give investors exposure to highly
innovative United States (“U.S.”) companies, as measured by several innovation-related factors.
Under normal circumstances, the
Fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in the components that
make up its Underlying Index (the “Underlying Index Components”).
After establishing the eligible universe
of companies, the Underlying Index selects for inclusion and weights the top 100 companies based on the following innovation-related
factors:
-
Sales growth;
-
Research and development expense / total assets;
-
Retained earnings / sales;
-
Capital expenditures / total assets; and
-
Intangible assets / total assets.
The factors above were chosen to isolate
companies that have historically achieved high levels of sales growth and are significantly re-investing in their own businesses,
through technology and other intangible and tangible assets, to drive future sales and earnings growth.
The Underlying
Index Components that are eligible for inclusion in the Underlying Index include the following characteristics, measured as of
each annual rebalance date:
-
Issuer must be domiciled in the U.S.;
-
Issuer’s shares must have their primary stock exchange listing in the U.S.;
-
Issuer must have a minimum average market capitalization of $300 million for the 60 days
prior to and as of the annual rebalance date;
-
Issuer’s shares must have minimum average daily trading volume of at least $1 million
for the prior 90 days; and
-
Issuer’s shares must have minimum monthly volume of 250,000 shares each month over
the prior six months.
Securities of issuers with recent stock
exchange listings (
i.e.
, recent initial public offerings) that meet all of the eligibility criteria may be added to the
Underlying Index on an annual basis, provided that the companies’ securities have been trading for at least six months.
The Underlying Index Components are
selected annually in connection with the reconstitution of the Underlying Index. Their respective weights are rebalanced annually
in connection with the rebalance of the Underlying Index.
As of June 30, 2013, the market
capitalizations of the Underlying Index Components ranged from approximately $344 million to approximately $238 billion.
For additional information about the
Fund’s principal investment strategies, see “Additional Description of the Principal Strategies of the Funds.”
PRINCIPAL RISKS
Investors in the Fund should be willing
to accept a high degree of volatility in the price of the Fund’s Shares and the possibility of significant losses. An investment
in the Fund involves a substantial degree of risk and the Fund does not represent a complete investment program. Therefore, you
should consider carefully the following risks before investing in the Fund. A more complete discussion of Principal Risks is included
under “Additional Description of the Principal Risks of the Funds.”
Concentration Risk
To the extent that the Fund’s
investments are concentrated in a particular country, market, industry or asset class, the Fund will be susceptible to loss due
to adverse occurrences affecting that country, market, industry or asset class.
Equity Securities Risk
Equity securities are subject to changes
in value and their values may be more volatile than other asset classes.
Innovative Company Risk
The Fund invests in the securities of
highly innovative companies, which issuers tend to be high growth and generally may be more volatile than other types of investments.
Management Risk
The strategy used by the Advisor to match the
performance of the Underlying Index may fail to produce the intended results.
Market Risk
The market price of investments owned
by the Fund may go up or down, sometimes rapidly or unpredictably.
Mid Capitalization Companies Risk
The Fund invests in the securities of
mid capitalization companies, the value of which may be more volatile than those of larger companies.
New Fund Risk
The Fund is a new fund. As a new fund,
there can be no assurance that it will grow to or maintain an economically viable size, in which case it may experience greater
tracking error to its Underlying Index than it otherwise would at higher asset levels or it could ultimately liquidate.
Replication Management Risk
Unlike many investment companies, the
Fund is not “actively” managed. Therefore, it would not necessarily sell a security because the security’s issuer
was in financial trouble unless that security is removed from the Underlying Index.
Small Capitalization Companies Risk
The Fund invests in the securities of
small capitalization companies, the value of which may be more volatile than those of larger companies.
Tracking Error Risk
Although the Fund attempts to track
the performance of its Underlying Index, the Fund may not be able to duplicate its exact composition or return for any number of
reasons.
Trading Price Risk
Although it is expected that generally
the market price of the Shares will approximate the Fund’s NAV, there may be times when the market price in the Secondary
Market and the NAV vary significantly.
PERFORMANCE INFORMATION
As of the date of this Prospectus, the
Fund has not yet commenced operations and therefore does not report its performance information.
INVESTMENT ADVISOR
IndexIQ Advisors LLC (the “Advisor”)
is the investment advisor to the Fund.
PORTFOLIO MANAGER
The professionals primarily responsible
for the day-to-day management of the Fund are Paul (Teddy) Fusaro and Greg Barrato. Mr. Fusaro and Mr. Barrato, who are each Senior
Vice President of the Advisor, will each serve as a portfolio manager of the Fund upon its inception.
PURCHASE AND SALE OF FUND SHARES
Unlike conventional mutual funds,
the Fund issues and redeems Shares on a continuous basis, at net asset value (“NAV”), only in blocks of 50,000 Shares
or whole multiples thereof (“Creation Units”). The Fund’s Creation Units are issued and redeemed principally
in-kind for securities included in the Fund. Retail investors may acquire Shares on NYSE Arca, Inc. through a broker-dealer. Shares
of the Fund will trade at market price rather than NAV. As such, Shares may trade at a price greater than NAV (premium) or less
than NAV (discount).
TAX INFORMATION
The Fund’s distributions are taxable
and will generally be taxed as ordinary income or capital gains.
FINANCIAL INTERMEDIARY COMPENSATION
If you purchase the Fund through a broker-dealer
or other financial intermediary (such as a bank), the Advisor may pay the intermediary for the sale of Fund Shares and related
services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson
to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more
information.
OVERVIEW
The Trust is an investment company consisting
of separate investment portfolios (each, a “Fund”) that are exchange-traded funds (“ETFs”). ETFs are funds
whose shares are listed on a stock exchange and traded like equity securities at market prices. ETFs, such as the Funds, allow
you to buy or sell shares that represent the collective performance of a selected group of securities. ETFs are designed to add
the flexibility, ease and liquidity of stock-trading to the benefits of traditional index fund investing. The investment objective
of each Fund is to replicate as closely as possible, before fees and expenses, the price and yield performance of a particular
index (each, an “Underlying Index”) developed by Financial Development HoldCo LLC (“IndexIQ”), the parent
company of the Funds’ investment advisor.
This prospectus provides the information
you need to make an informed decision about investing in the Funds. It contains important facts about the Trust as a whole and
each Fund in particular.
IndexIQ Advisors LLC (the “Advisor”)
is the investment advisor to each Fund.
PREMIUM/DISCOUNT
INFORMATION
As of the date of this Prospectus, the
IQ Fastest Growing Companies ETF and the IQ Innovation Leaders ETF have not yet commenced operations and therefore have not accumulated
information to report regarding the extent and frequency with which market prices of Shares have tracked such Funds’ NAV.
Information regarding the extent and
frequency with which market prices of Shares have tracked the relevant Fund’s NAV for the most recently completed calendar
year and the quarters since that year will be available without charge on the Funds’ website at www.indexiq.com.
ADDITIONAL
DESCRIPTION OF THE PRINCIPAL STRATEGIES OF THE FUNDS
Each Fund employs a “passive management”
– or indexing – investment approach designed to track the performance of its Underlying Index. The Advisor seeks a
correlation over time of 0.95 or better between each Fund’s performance, before fees and expenses, and the performance of
its Underlying Index. A figure of 1.00 would represent perfect correlation.
Each Fund generally will invest in all
of the securities that comprise its Underlying Index in proportion to their weightings in the Underlying Index; however, under
various circumstances, it may not be possible or practicable to purchase all of the securities in the Underlying Index in those
weightings. In those circumstances, the Fund may purchase a sample of the securities in the Underlying Index or utilize various
combinations of other available investment techniques in seeking to replicate generally the performance of the Underlying Index
as a whole.
Under normal circumstances, each Fund
invests at least 80% of its net assets, plus the amount of any borrowings for
investment purposes, in the components that make
up its Underlying Index (the “Underlying Index Components”).
Underlying Index Components are selected
annually for all of the Underlying Indexes in connection with the reconstitution of the relevant Underlying Index (the “Underlying
Index Reconstitution”). The respective weights of the Underlying Index Components are rebalanced annually, using a proprietary
methodology that complies with the diversification requirements of Subchapter M of the Internal Revenue Code, in connection with
the rebalance of the Underlying Index (the “Underlying Index Rebalance”). The Underlying Index Reconstitution and Underlying
Index Rebalance for the IQ Fastest Growing Companies ETF and the IQ Innovation Leaders ETF occur annually on the first Friday of
April.
Each Fund may invest up to 20% of its
net assets in investments not included in the Underlying Index, but which the Advisor believes will help the Fund track its Underlying
Index. For example, there may be instances in which the Advisor may choose to purchase (or sell) securities not in the Underlying
Index which the Advisor believes are appropriate to substitute for one or more Underlying Index Components in seeking to replicate,
before fees and expenses, the performance of the Underlying Index.
As Fund cash flows permit, the Advisor
may use cash flows to adjust the weights of each Fund’s underlying investments in an effort to minimize any differences in
weights between the Fund and its Underlying Index.
To the extent the Advisor makes
investments on behalf of the Fund that are regulated by the Commodities Futures Trading Commission, it intends to do so in accordance
with Rule 4.5 under the Commodity Exchange Act (“CEA”). The Advisor, has filed a notice of eligibility for exclusion
from the definition of the term “commodity pool operator” in accordance with Rule 4.5 and is therefore not subject
to registration as a commodity pool operator under the CEA.
ADDITIONAL
DESCRIPTION OF THE PRINCIPAL RISKS OF THE FUNDS
Investors in the Funds should carefully
consider the risks of investing in the Funds as set forth in each Fund’s Summary Information section under “Principal
Risks.” To the extent such risks apply, they are discussed hereunder in greater detail. Unless otherwise noted, the following
risks apply to all of the Funds.
Concentration Risk
To the extent that a Fund’s portfolio
reflects the Underlying Index’s concentration in the securities or companies in a particular market, industry, group of industries,
industry, country, region, group of countries, sector or asset class, the Fund may be adversely affected by the performance of
those securities, may be subject to increased price volatility and may be more susceptible to adverse economic, market, political
or regulatory occurrences affecting that market, industry, group of industries, industry, country, region, group of countries,
sector or asset class.
Equity Securities Risk
There is a risk that the value of the
securities held by the Fund will fall due to general market and economic conditions, perceptions regarding the industries in which
the issuers of securities held by the Fund participate or factors relating to specific companies in which the Fund invests. For
example, an adverse event, such as an unfavorable earnings report, may depress the value of equity securities of an issuer held
by the Fund; the price of common stock of an issuer may be particularly sensitive to general movements in the stock market; or
a drop in the stock market may depress the price of most or all of the common stocks and other equity securities held by the Fund.
In addition, common stock of an issuer in the Fund’s portfolio may decline in price if the issuer fails to make anticipated
dividend payments because, among other reasons, the issuer of the security experiences a decline in its financial condition. Common
stock is subordinated to preferred stocks, bonds and other debt instruments in a company’s capital structure, in terms of
priority to corporate income, and therefore will be subject to greater dividend risk than preferred stocks or debt instruments
of such issuers. In addition, while broad market measures of common stocks have historically generated higher average returns than
fixed income securities, common stocks have also experienced significantly more volatility in those returns.
Growth Securities Risk
The Fund invests in securities of high
growth companies, which may be more volatile than other types of investments. Growth companies are companies whose earnings growth
potential appears to be greater than the market in general and whose revenue growth is expected to continue for an extended period.
Stocks of growth companies or “growth securities” have market values that may be more volatile than those of other
types of investments. Growth securities typically do not pay a dividend, which can help cushion stock prices in market downturns
and reduce potential losses.
Innovative Company Risk
The Fund invests in the securities of
highly innovative companies, which issuers tend to be high growth and generally may be more volatile than other types of investments.
Innovative companies may have limited product lines, markets, financial resources or personnel. Such companies typically face intense
competition and potentially rapid product obsolescence. They are also heavily dependent on intellectual property rights and may
be adversely affected by loss or impairment of those rights.
Management Risk
The strategy used by the Advisor to
match the performance of the Underlying Index may fail to produce the intended results.
Market Risk
The market price of investments owned
by a Fund may go up or down, sometimes rapidly or unpredictably. Investments may decline in value due to factors affecting securities
markets generally or particular industries represented in the securities markets.
Mid Capitalization Companies Risk
Stock prices of mid capitalization companies
may be more volatile than those of larger companies. Stock prices of mid capitalization companies are also more vulnerable than
those of large capitalization companies to adverse
business and economic developments, and the stocks of mid capitalization companies may be less liquid, making it difficult to buy
and sell them. In addition, mid capitalization companies also generally have less diverse product lines than large capitalization
companies and are more susceptible to adverse developments related to their products.
New Fund Risk
The Funds are new funds. As new funds,
there can be no assurance that they will grow to or maintain an economically viable size, in which case they may experience greater
tracking error to their Underlying Indexes than they otherwise would at higher asset levels or they could ultimately liquidate.
Replication Management Risk
Unlike many investment companies, the
Funds are not “actively” managed. Therefore, a Fund would not necessarily sell a security because the security’s
issuer was in financial trouble unless that security is removed from the Fund’s Underlying Index.
Small Capitalization Companies Risk
Stock prices of small capitalization
companies may be more volatile than those of larger companies. Stock prices of small capitalization companies are also more vulnerable
than those of large capitalization companies to adverse business and economic developments, and the stocks of small capitalization
companies may be thinly traded, making it difficult to buy and sell them. In addition, small capitalization companies are typically
less stable financially than large capitalization companies and may depend on a small number of key personnel, making them more
vulnerable to loss of personnel. Small capitalization companies also generally have less diverse product lines than large capitalization
companies and are more susceptible to adverse developments related to their products.
Tracking Error Risk
Tracking error is the divergence of
the Fund’s performance from that of the Underlying Index. Tracking error may occur because of imperfect correlation between
the Fund’s holdings of portfolio securities and those in the Underlying Index, pricing differences, the Fund’s holding
of cash, differences on timing of the accrual of dividends, changes to the Underlying Index or the need to meet various regulatory
requirements. This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking
error also may result because the Fund incurs fees and expenses, while the Underlying Index does not.
Trading Price Risk
The Shares of the Funds are, or
are expected to be, listed for trading on NYSE Arca, Inc. (“NYSE Arca”) and will be bought and sold in the Secondary
Market at market prices. Although it is expected that generally the market price of each Fund’s Shares will approximate
such Fund’s NAV, there may be times when the market price and the
NAV vary significantly. Thus, you may pay more than NAV when you buy Shares in the Secondary Market, and you may receive less than
NAV when you sell those Shares in the Secondary Market.
The market price of Shares during the
trading day, like the price of any exchange-traded security, includes a “bid/ask” spread charged by the exchange specialist,
market makers or other participants that trade the Shares. In times of severe market disruption, the bid/ask spread can increase
significantly. At those times, Shares are most likely to be traded at a discount to NAV, and the discount is likely to be greatest
when the price of Shares is falling fastest, which may be the time that you most want to sell your Shares. The Advisor believes
that, under normal market conditions, large market price discounts or premiums to NAV will not be sustained because of arbitrage
opportunities.
ADDITIONAL
INVESTMENT STRATEGIES
Each Fund will normally invest at
least 80% of its net assets, plus the amount of any borrowings for investment purposes, in Underlying Index Components that comprise
its Underlying Index. In addition, each Fund may invest up to 20% of its net assets in securities not included in its Underlying
Index, but which the Advisor believes will help the Fund track its Underlying Index. Each Fund may also invest in money market
instruments, including short-term debt instruments and repurchase agreements or other funds that invest exclusively in money market
instruments (subject to applicable limitations under the Investment Company Act of 1940 (the “1940 Act”), or exemptions
therefrom), rather than Underlying Index Components, when it would be more efficient or less expensive for the Fund to do so,
or as cover for Financial Instruments (defined below), for liquidity purposes, or to earn interest. Swaps and futures may be used
by a Fund to seek performance that corresponds to its Underlying Index and to manage cash flows. The Advisor anticipates that
it may take approximately two business days (
i.e.
, each day the NYSE Arca is open for trading) for additions and deletions
to a Fund’s Underlying Index to be reflected in the portfolio composition of that Fund.
Each Fund may invest in one or more
financial instruments, including but not limited to futures contracts, swap agreements and forward contracts, reverse repurchase
agreements, and options on securities, indices and futures contracts (“Financial Instruments”). As an example of the
use of such Financial Instruments, a Fund may use total return swaps on one or more Underlying Index Components in order to achieve
exposures that are similar to those of the Underlying Index.
Each of the policies described herein,
including the investment objective of each Fund, constitutes a non-fundamental policy that may be changed by the Board of Trustees
of the Trust without shareholder approval. Certain fundamental policies of the Funds are set forth in the Funds’ Statement
of Additional Information (the “SAI”) under “Investment Restrictions.”
Securities Lending
The Funds may lend their portfolio securities.
In connection with such loans, the Funds receive liquid collateral equal to at least 102% of the value of the portfolio securities
being lent. This collateral is marked to market on a daily basis.
ADDITIONAL
RISKS
Trading Issues
Trading in Shares on the NYSE Arca
may be halted due to market conditions or for reasons that, in the view of the NYSE Arca, make trading in Shares inadvisable.
In addition, trading in Shares on the NYSE Arca is subject to trading halts caused by extraordinary market volatility pursuant
to the NYSE Arca “circuit breaker” rules. There can be no assurance that the requirements of the NYSE Arca necessary
to maintain the listing of a Fund will continue to be met or will remain unchanged.
Fluctuation of Net Asset Value
The NAV of a Fund’s Shares
will generally fluctuate with changes in the market value of the Fund’s holdings. The market prices of the Shares will generally
fluctuate in accordance with changes in NAV as well as the relative supply of and demand for the Shares on the NYSE Arca. The
Advisor cannot predict whether the Shares will trade below, at or above their NAV. Price differences may be due, in large part,
to the fact that supply and demand forces at work in the secondary trading market for the Shares will be closely related to, but
not identical to, the same forces influencing the prices of the securities of a Fund’s Underlying Index trading individually
or in the aggregate at any point in time. If an investor purchases Shares at a time when the market price is at a premium to the
NAV of the Shares or sells at a time when the market price is at a discount to the NAV of the Shares, then the investor may sustain
losses. However, given that the Shares can be purchased and redeemed in Creation Units (unlike shares of closed-end funds, which
frequently trade at appreciable discounts from, and sometimes at premiums to, their NAV), the Advisor believes that large discounts
or premiums to the NAV of the Shares should not be sustained.
Tax Risk
The tax treatment of derivatives is
unclear for purposes of determining a Fund’s tax status. In addition, a Fund’s transactions in derivatives may result
in the Fund realizing more short-term capital gains and ordinary income that are subject to higher ordinary income tax rates than
if it did not engage in such transactions.
Securities Lending
Although each Fund will receive collateral
in connection with all loans of its securities holdings, a Fund would be exposed to a risk of loss should a borrower default on
its obligation to return the borrowed securities (
e.g.
, the loaned securities may have appreciated beyond the value of the
collateral held by the Fund). In addition, a Fund will bear the risk of loss of any cash collateral that it invests.
Shares are not Individually Redeemable
Shares may be redeemed by the Funds
only in large blocks known as “Creation Units” which are expected to be worth in excess of one million dollars each.
The Funds may not redeem Shares in fractional Creation Units. Only certain large institutions that enter into agreements with the
Distributor are authorized to transact in Creation Units with the Funds. These entities are referred to as “Authorized Participants.”
All other persons or entities transacting in Shares must do so in the Secondary Market.
Absence of Prior Active Market
Although the Shares are approved
for listing on the NYSE Arca, there can be no assurance that an active trading market will develop and be maintained for the Shares.
As a new fund, there can be no assurance that a Fund will grow to or maintain an economically viable size, in which case the Fund
may experience greater tracking error to the Underlying Index than it otherwise would at higher asset levels, or the Fund may
ultimately liquidate.
Please refer to the SAI for a more complete
discussion of the risks of investing in Shares.
CONTINUOUS
OFFERING
The method by which Creation Units are
purchased and traded may raise certain issues under applicable securities laws. Because new Creation Units are issued and sold
by the Funds on an ongoing basis, at any point a “distribution,” as such term is used in the Securities Act, may occur.
Broker-dealers and other persons are cautioned that some activities on their part may, depending on the circumstances, result in
their being deemed participants in a distribution in a manner which could render them statutory underwriters and subject them to
the prospectus delivery 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 Distributor, breaks them down into individual
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 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, are generally required to deliver a prospectus. This is because the prospectus delivery exemption in Section
4(3) of the Securities Act is not available with respect to such transactions as a result of Section 24(d) of the 1940 Act. As
a result, broker dealer-firms should note that dealers who are not underwriters but are participating in a distribution (as contrasted
with ordinary Secondary Market transactions) and thus dealing with Shares that are part of an over-allotment within the meaning
of Section 4(3)(a) of the Securities Act would be unable to take advantage of the prospectus delivery exemption provided by Section
4(3) of the Securities Act. Firms that incur a prospectus delivery obligation with respect
to Shares of a Fund are reminded that under Rule 153 of the Securities Act, a prospectus delivery obligation under Section 5(b)(2)
of the Securities Act owed to an exchange member in connection with a sale on the NYSE Arca is satisfied by the fact that such
Fund’s prospectus is available at the NYSE Arca upon request. The prospectus delivery mechanism provided in Rule 153 is
only available with respect to transactions on an exchange.
CREATION
AND REDEMPTION OF CREATION UNITS
The Funds issue and redeem Shares only
in bundles of a specified number of Shares. These bundles are known as “Creation Units.” For each Fund, a Creation
Unit is comprised of 50,000 Shares. The number of Shares in a Creation Unit will not change, except in the event of a share split,
reverse split or similar revaluation. The Funds may not issue fractional Creation Units. To purchase or redeem a Creation Unit,
you must be an Authorized Participant or you must do so through a broker, dealer, bank or other entity that is an Authorized Participant.
An Authorized Participant is either (1) a “Participating Party,”
i.e.
, a broker-dealer or other participant
in the clearing process of the Continuous Net Settlement System of the NSCC (the “Clearing Process”), or (2) a participant
of DTC (a “DTC Participant”), and, in each case, must have executed an agreement with the Distributor with respect
to creations and redemptions of Creation Units (a “Participation Agreement”). Because Creation Units cost over one
million dollars each, it is expected that only large institutional investors will purchase and redeem Shares directly from the
Funds in the form of Creation Units. In turn, it is expected that institutional investors who purchase Creation Units will break
up their Creation Units and offer and sell individual Shares in the Secondary Market.
Retail investors may acquire Shares
in the Secondary Market (not from the Funds) through a broker or dealer. Shares are listed on the NYSE Arca and are publicly traded.
For information about acquiring Shares in the Secondary Market, please contact your broker or dealer. If you want to sell Shares
in the Secondary Market, you must do so through your broker or dealer.
When you buy or sell Shares in the Secondary
Market, your broker or dealer may charge you a commission, market premium or discount or other transaction charge, and you may
pay some or all of the spread between the bid and the offered price for each purchase or sale transaction. Unless imposed by your
broker or dealer, there is no minimum dollar amount you must invest and no minimum number of Shares you must buy in the Secondary
Market. In addition, because transactions in the Secondary Market occur at market prices, you may pay more than NAV when you buy
Shares and receive less than NAV when you sell those Shares.
The creation and redemption processes
discussed above are summarized, and such summary only applies to shareholders who purchase or redeem Creation Units (they do not
relate to shareholders who purchase or sell Shares in the Secondary Market). Authorized Participants should refer to their Participant
Agreements for the precise instructions that must be followed in order to create or redeem Creation Units.
BUYING
AND SELLING SHARES IN THE SECONDARY MARKET
Most investors will buy and sell
Shares of each Fund in Secondary Market transactions through brokers. Shares of each Fund will be listed for trading on the Secondary
Market on the NYSE Arca. Shares can be bought and sold throughout the trading day like other publicly-traded shares. There is
no minimum investment. Although Shares are generally purchased and sold in “round lots” of 100 Shares, brokerage firms
typically permit investors to purchase or sell Shares in smaller “odd lots” at no per-Share price differential. When
buying or selling Shares through a broker, you will incur customary brokerage commissions and charges, and you may pay some or
all of the spread between the bid and the offered price in the Secondary Market on each leg of a round trip (purchase and sale)
transaction.
Share prices are reported in dollars
and cents per Share. For information about buying and selling Shares in the Secondary Market, please contact your broker or dealer.
Book Entry
Shares of each Fund are held in book-entry
form and no stock certificates are issued. DTC, through its nominee Cede & Co., is the record owner of all outstanding Shares.
Investors owning Shares are beneficial
owners as shown on the records of DTC or its participants. DTC serves as the securities depository for all Shares. Participants
in DTC include securities brokers and dealers, banks, trust companies, clearing corporations and other institutions that directly
or indirectly maintain a custodial relationship with DTC. As a beneficial owner of Shares, you are not entitled to receive physical
delivery of stock certificates or to have Shares registered in your name, and you are not considered a registered owner of Shares.
Therefore, to exercise any right as an owner of Shares, you must rely upon the procedures of DTC and its participants.
These procedures are the same as those
that apply to any securities that you hold in book-entry or “street name” form for any publicly-traded company. Specifically,
in the case of a shareholder meeting of a Fund, DTC assigns applicable Cede & Co. voting rights to its participants that have
Shares credited to their accounts on the record date, issues an omnibus proxy and forwards the omnibus proxy to the Fund. The omnibus
proxy transfers the voting authority from Cede & Co. to the DTC participant. This gives the DTC participant through whom you
own Shares (namely, your broker, dealer, bank, trust company or other nominee) authority to vote the shares, and, in turn, the
DTC participant is obligated to follow the voting instructions you provide.
MANAGEMENT
The Board of Trustees of the Trust is
responsible for the general supervision of the Funds. The Board of Trustees appoints officers who are responsible for the day-to-day
operations of the Funds.
Investment Advisor
The Advisor has been registered as
an investment advisor with the SEC since August 2007, has provided investment advisory services to registered investment companies
since June 2008, and is a wholly-owned indirect subsidiary of Financial Development Holdco LLC, d/b/a “IndexIQ.” The
Advisor’s principal office is at 800 Westchester Avenue, Suite N-611, Rye Brook, New York 10573. As of June 30, 2013, the
Advisor had approximately $960 million in assets under management.
The Advisor has overall responsibility
for the general management and administration of the Trust. The Advisor provides an investment program for the Funds. The Advisor
has arranged for custody, fund administration, transfer agency and all other non-distribution related services necessary for the
Funds to operate.
As compensation for its services and
its assumption of certain expenses, each Fund pays the Advisor a management fee equal to a percentage of a Fund’s average
daily net assets that is calculated daily and paid monthly, as follows:
Fund
Name
|
Management
Fee
|
IQ
Fastest Growing Companies ETF
|
0.49%
|
IQ
Innovation Leaders ETF
|
0.49%
|
The Advisor may voluntarily waive any
portion of its advisory fee from time to time, and may discontinue or modify any such voluntary limitations in the future at its
discretion.
The Advisor serves as advisor to each
Fund pursuant to an Investment Advisory Agreement (the “Advisory Agreement”). The Advisory Agreement was approved by
the Independent Trustees of the Trust at an in-person meeting of the Board of Trustees. The basis for the Trustees’ approval
of the Advisory Agreement will be available in the Funds’ first annual or semi-annual report to shareholders.
Under the Advisory Agreement, the Advisor
agrees to pay all expenses of the Trust, except brokerage and other transaction expenses including taxes; extraordinary legal fees
or expenses, such as those for litigation or arbitration; compensation and expenses of the Independent Trustees, counsel to the
Independent Trustees, and the Trust’s chief compliance officer; extraordinary expenses; distribution fees and expenses paid
by the Trust under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act; and the advisory fee payable to the
Advisor hereunder.
The Advisor and its affiliates deal,
trade and invest for their own accounts in the types of securities in which the Funds also may invest. The Advisor does not use
inside information in making investment decisions on behalf of the Funds.
Portfolio Management
The Advisor acts as portfolio manager
for the Funds. The Advisor will supervise and manage the investment portfolios of the Funds covered and will direct the purchase
and sale of such Funds’ investment securities. The Advisor utilizes a team of investment professionals acting together to
manage the assets of the Funds. The teams meet regularly to review portfolio holdings and to discuss purchase and sale activity.
The teams adjust holdings in the portfolio as they deem appropriate in the pursuit of each Fund’s investment objective.
The lead portfolio manager for the Funds
and the primary person responsible for the day-to-day management of the Funds’ portfolios is Julie Abbett, Senior Vice President
and Head of Portfolio Management of the Advisor. Ms. Abbett has been with the Advisor since September 2009. Prior to joining IndexIQ,
she was a Portfolio Manager at Deutsche Asset Management (DeAM)/DB Advisors for over nine years. She was a Director and Portfolio
Manager for various U.S. and Global strategies, which included the DWS Disciplined Market Neutral Fund, the DWS Blue Chip Fund,
both the DWS Disciplined Long Short Growth and Value Funds, as well as a number of other institutional and sub-advised funds. Before
joining DeAM/DB Advisors, Ms. Abbett worked for FactSet Research Systems, Inc. as a Product Developer and at BARRA, Inc. as a Senior
Consultant. Ms. Abbett graduated with a BA from the University of Connecticut and an MBA from the New York University Leonard N.
Stern School of Business.
For more information about the portfolio
managers’ compensation, other accounts managed by the portfolio managers and the portfolio managers’ ownership of securities
in the Funds, see the SAI.
OTHER
SERVICE PROVIDERS
Index Provider
Financial Development HoldCo LLC (“IndexIQ”)
is the index provider for each Fund. IndexIQ was formed as a Delaware limited liability company on June 15, 2007 and is in the
business of developing and maintaining financial indexes, including the Underlying Indexes. Presently, IndexIQ has developed and
is maintaining a number of indexes in addition to the Underlying Indexes, of which twelve are currently being used by a registered
investment company. IndexIQ has entered into an index licensing agreement (the “Licensing Agreement”) with the Advisor
to allow the Advisor’s use of the Underlying Indexes for the operation of the Funds. The Advisor pays licensing fees to IndexIQ
from the Advisor’s management fees or other resources. The Advisor has, in turn, entered into a sub-licensing agreement (the
“Sub-Licensing Agreement”) with the Trust to allow the Funds to utilize the Underlying Indexes. The Funds pay no fees
to IndexIQ or the Advisor under the Sub-Licensing Agreement.
Fund Administrator, Custodian, Transfer
Agent and Securities Lending Agent
The Bank of New York Mellon (“BNY
Mellon”), located at One Wall Street, New York, New York 10286, serves as the Funds’ Administrator, Custodian, Transfer
Agent and Securities Lending Agent. BNY Mellon is the principal
operating subsidiary of The Bank of New York Mellon Corporation.
Distributor
ALPS Distributors, Inc., 1290 Broadway,
Suite 1100, Denver, Colorado 80203 serves as the Distributor of Creation Units for the Funds on an agency basis. The Distributor
does not maintain a Secondary Market in Shares.
Independent Registered Public Accounting
Firm
Ernst & Young LLP, 5 Times Square,
New York, New York 10036, serves as the independent registered public accounting firm for the Trust.
Legal Counsel
Katten Muchin Rosenman LLP, 575 Madison
Avenue, New York, New York 10022, serves as counsel to the Trust.
FREQUENT
TRADING
The Trust’s Board of Trustees
has not adopted policies and procedures with respect to frequent purchases and redemptions of Fund Shares by Fund shareholders
(“market timing”). In determining not to adopt market timing policies and procedures, the Board noted that the Funds
are expected to be attractive to active institutional and retail investors interested in buying and selling Fund Shares on a short-term
basis. In addition, the Board considered that, unlike traditional mutual funds, a Fund’s Shares can only be purchased and
redeemed directly from the Fund in Creation Units by Authorized Participants, and that the vast majority of trading in a Fund’s
Shares occurs on the Secondary Market. Because Secondary Market trades do not involve a Fund directly, it is unlikely those trades
would cause many of the harmful effects of market timing, including dilution, disruption of portfolio management, increases in
a Fund’s trading costs and the realization of capital gains. With respect to trades directly with the Funds, to the extent
effected in-kind (namely, for securities), those trades do not cause any of the harmful effects that may result from frequent cash
trades. To the extent trades are effected in whole or in part in cash, the Board noted that those trades could result in dilution
to a Fund and increased transaction costs (a Fund may impose higher transaction fees to offset these increased costs), which could
negatively impact the Fund’s ability to achieve its investment objective. However, the Board noted that direct trading on
a short-term basis by Authorized Participants is critical to ensuring that a Fund’s Shares trade at or close to NAV. Given
this structure, the Board determined that it is not necessary to adopt market timing policies and procedures. Each Fund reserves
the right to reject any purchase order at any time and reserves the right to impose restrictions on disruptive or excessive trading
in Creation Units.
The Board of Trustees has instructed
the officers of the Trust to review reports of purchases and redemptions of Creation Units on a regular basis to determine if there
is any unusual trading in the Funds. The officers of the Trust will report to the Board any such unusual trading in Creation Units that is disruptive to the Funds.
In such event, the Board may reconsider its decision not to adopt market timing policies and procedures.
SERVICE
AND DISTRIBUTION PLAN
The Board of Trustees of the Trust has
adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the 1940 Act. In accordance with its Rule 12b-1 plan, each
Fund is authorized to pay an amount up to 0.10% of its average daily net assets each year to finance activities primarily intended
to result in the sale of Creation Units of each Fund or the provision of investor services. No Rule 12b-1 fees are currently paid
by the Funds and there are no plans to impose these fees. However, in the event Rule 12b-1 fees are charged in the future, they
will be paid out of the respective Fund’s assets, and over time these fees will increase the cost of your investment and
they may cost you more than certain other types of sales charges.
The Advisor and its affiliates may,
out of their own resources, pay amounts to third parties for distribution or marketing services on behalf of the Funds. The making
of these payments could create a conflict of interest for a financial intermediary receiving such payments.
DETERMINATION
OF NET ASSET VALUE (NAV)
The NAV of the Shares for a Fund is
equal to the Fund’s total assets minus the Fund’s total liabilities divided by the total number of Shares outstanding.
Interest and investment income on the Trust’s assets accrue daily and are included in the Fund’s total assets. Expenses
and fees (including investment advisory, management, administration and distribution fees, if any) accrue daily and are included
in the Fund’s total liabilities. The NAV that is published is rounded to the nearest cent; however, for purposes of determining
the price of Creation Units, the NAV is calculated to five decimal places.
In calculating NAV, each Fund’s
investments are valued using market quotations when available. When market quotations are not readily available, are deemed unreliable
or do not reflect material events occurring between the close of local markets and the time of valuation, investments are valued
using fair value pricing as determined in good faith by the Advisor under procedures established by and under the general supervision
and responsibility of the Trust’s Board of Trustees. Investments that may be valued using fair value pricing include, but
are not limited to: (1) securities that are not actively traded, including “restricted” securities and securities received
in private placements for which there is no public market; (2) securities of an issuer that becomes bankrupt or enters into a restructuring;
(3) securities whose trading has been halted or suspended; and (4) foreign securities traded on exchanges that close before a Fund’s
NAV is calculated.
The frequency with which each Fund’s
investments are valued using fair value pricing is primarily a function of the types of securities and other assets in which the
respective Fund invests pursuant to its investment objective, strategies and limitations. If the Funds invest in other open-end
management investment companies registered under the 1940 Act, they may rely on the net asset values of those companies to value
the shares they hold of them. Those companies may also use fair value pricing under some circumstances.
Valuing the Funds’
investments using fair value pricing results in using prices for those investments that may differ from current market
valuations. Accordingly, fair value pricing could result in a difference between the prices used to calculate NAV and the
prices used to determine a Fund’s
Indicative Intra-Day Value (“IIV”), which could result in the market prices for Shares deviating from NAV.
The NAV is calculated by the Administrator
and Custodian and determined each Business Day as of the close of regular trading on the NYSE Arca (ordinarily 4:00 p.m. New York
time).
INDICATIVE
INTRA-DAY VALUE
The approximate value of each Fund’s
investments on a per-Share basis, the Indicative Intra-Day Value, or IIV, is disseminated by the NYSE Arca every 15 seconds during
hours of trading on the NYSE Arca. The IIV should not be viewed as a “real-time” update of NAV because the IIV may
not be calculated in the same manner as NAV, which is computed once per day.
An independent third party calculator
calculates the IIV for each Fund during hours of trading on the NYSE Arca by dividing the “Estimated Fund Value” as
of the time of the calculation by the total number of outstanding Shares of that Fund. “Estimated Fund Value” is the
sum of the estimated amount of cash held in a Fund’s portfolio, the estimated amount of accrued interest owed to the Fund
and the estimated value of the securities held in the Fund’s portfolio, minus the estimated amount of the Fund’s liabilities.
The IIV will be calculated based on the same portfolio holdings disclosed on the Trust’s website.
The Funds provide the independent third
party calculator with information to calculate the IIV, but the Funds are not involved in the actual calculation of the IIV and
are not responsible for the calculation or dissemination of the IIV. The Funds make no warranty as to the accuracy of the IIV.
DIVIDENDS,
DISTRIBUTIONS AND TAXES
Net Investment Income and Capital
Gains
As a Fund shareholder, you are entitled
to your share of the Fund’s distributions of net investment income and net realized capital gains on its investments. The
Funds pay out substantially all of their net earnings to their shareholders as “distributions.”
The Funds typically earn income dividends from stocks
and interest from debt securities. These amounts, net of expenses, are typically passed along to Fund shareholders as dividends
from net investment income. The Funds realize capital gains or losses whenever they sell securities. Net capital gains are distributed
to shareholders as “capital gain distributions.”
Net investment income and net capital gains are typically
distributed to shareholders at least annually. Dividends may be declared and paid more frequently to improve index tracking or
to comply with the distribution requirements of the Internal Revenue Code (the “Code”). In addition, the Funds may
determine to distribute at least annually amounts representing the full dividend yield net of expenses on the underlying investment
securities, as if the Funds owned the underlying investment securities for the entire dividend period in which case some portion
of each distribution may result in a return of capital. You will be notified regarding the portion of the distribution that represents
a return of capital.
Distributions in cash may be reinvested automatically
in additional Shares of a Fund only if the broker through which you purchased Shares makes such option available.
Federal Income Taxes
The following is a summary of the
material U.S. federal income tax considerations applicable to an investment in Shares of a Fund. The summary is based on the laws
in effect on the date of this Prospectus and existing judicial and administrative interpretations thereof, all of which are subject
to change, possibly with retroactive effect. In addition, this summary assumes that a Fund shareholder holds Shares as capital
assets within the meaning of the Code and does not hold Shares in connection with a trade or business. This summary does not address
all potential U.S. federal income tax considerations possibly applicable to an investment in Shares of a Fund, to Fund shareholders
holding Shares through a partnership (or other pass-through entity) or to Fund shareholders subject to special tax rules. Prospective
Fund shareholders are urged to consult their own tax advisors with respect to the specific federal, state, local and foreign tax
consequences of investing in Fund shares.
The Funds have not requested and will not request an advance
ruling from the Internal Revenue Service (the “IRS”) as to the federal income tax matters described below. The IRS
could adopt positions contrary to those discussed below and such positions could be sustained. Prospective investors should consult
their own tax advisors with regard to the federal tax consequences of the purchase, ownership or disposition of Shares, as well
as the tax consequences arising under the laws of any state, foreign country or other taxing jurisdiction.
Tax Treatment of a Fund
Each Fund intends to qualify and elect to be treated as
a separate “regulated investment company” under the Code. To qualify and maintain its tax status as a regulated investment
company, each Fund must meet annually certain income and asset diversification requirements and must distribute annually at least
90% of its “investment company taxable income” (which includes dividends, interest and net short-term capital gains).
As a regulated investment company, a Fund generally will
not have to pay corporate-level federal income taxes on any ordinary income or capital gains that it distributes to its shareholders.
If a Fund fails to qualify as a regulated investment company for any year, (subject to certain curative measures allowed by the
Code) the Fund will be subject to regular corporate-level income tax in that year on all of its taxable income, regardless of
whether the Fund makes any distributions to its shareholders. In addition, distributions will be taxable to a Fund’s shareholders
generally as ordinary dividends to the extent of the Fund’s current and accumulated earnings and profits.
A Fund may be required to recognize taxable income in
advance of receiving the related cash payment. For example, if a Fund invests in original issue discount obligations (such as
zero coupon debt instruments or debt instruments with payment-in-kind interest), the Fund will be required to include in income
each year a portion of the original issue discount that accrues over the term of the obligation, even if the related cash payment
is not received by the Fund until a later year. Under the “wash sale” rules, a Fund may not be able to deduct a loss
on a disposition of a portfolio security. As a result, the Fund may be required to make an annual income distribution greater
than the total cash actually received during the year. Such distribution may be made from the cash assets of the Fund or by selling
portfolio securities. The Fund may realize gains or losses from such sales, in which event its shareholders may receive a larger
capital gain distribution than they would in the absence of such transactions.
A Fund will be subject to a 4% excise tax on certain undistributed
income if the Fund does not distribute to its shareholders in each calendar year at least 98% of its ordinary income for the calendar
year plus 98.2% of its capital gain net income for the twelve months ended October 31 of such year. Each Fund intends to make
distributions necessary to avoid the 4% excise tax.
Tax Treatment of Fund Shareholders
Fund Distributions.
In
general, Fund distributions are subject to federal income tax when paid, regardless of whether they consist of cash or property
or are re-invested in Shares. However, any Fund distribution declared in October, November or December of any calendar year and
payable to shareholders of record on a specified date during such month will be deemed to have been received by each Fund shareholder
on December 31 of such calendar year, provided such dividend is actually paid during January of the following calendar year.
Distributions of a Fund’s net investment income
(except, as discussed below, qualifying dividend income) and net short-term capital gains are taxable as ordinary income to the
extent of the Fund’s current or accumulated earnings and profits. Distributions of a Fund’s net long-term capital
gains in excess of net short-term capital losses are taxable as long-term capital gain to the extent of the Fund’s current
or accumulated earnings and profits, regardless of a Fund shareholder’s holding period in the Fund’s Shares. Distributions
of qualifying dividend income are taxable as long-term capital gain to the extent of the Fund’s current or accumulated earnings
and profits, provided that the Fund shareholder meets certain holding period and other requirements with respect to the distributing
Fund’s Shares and the distributing Fund meets certain holding period and other requirements with respect to its dividend-paying
stocks.
Each Fund intends to distribute its long-term capital
gains at least annually. However, by providing written notice to its shareholders no later than 60 days after its year-end, a
Fund may elect to retain some or all of its long-term capital gains and designate the retained amount as a “deemed distribution.”
In that event, the Fund pays income tax on the retained long-term capital gain, and each Fund shareholder recognizes a proportionate
share of the Fund’s undistributed long-term capital gain. In addition, each Fund shareholder can claim a refundable tax
credit for the shareholder’s proportionate share of the Fund’s income taxes paid on the undistributed long-term capital
gain and increase the tax basis of the Shares by an amount equal to shareholder’s proportionate share of the Fund’s
undistributed long-term capital gains, reduced by the amount of the shareholder’s tax credit.
Long-term capital gains of non-corporate Fund shareholders
(i.e., individuals, trusts and estates) are taxed at a maximum rate of 20%. In addition, Fund distributions of qualifying dividend
income to non-corporate Fund shareholders qualify for taxation at long-term capital gain rates.
In addition, if applicable to a Fund Shareholder, recent
legislation imposes a new 3.8 percent Medicare contribution tax on net investment income. Please consult your tax advisor regarding
this tax.
Investors considering buying Shares just prior to a distribution
should be aware that, although the price of the Shares purchased at such time may reflect the forthcoming distribution, such distribution
nevertheless may be taxable (as opposed to a non-taxable return of capital).
Sales of Shares.
Any capital gain or loss
realized upon a sale of Shares is treated generally as a long-term gain or loss if the Shares have been held for more than one
year. Any capital gain or loss realized upon a sale of Shares held for one year or less is generally treated as a short-term gain
or loss, except that any capital loss on the sale of Shares held for six months or less is treated as long-term capital loss to
the extent that capital gain dividends were paid with respect to the Shares.
Creation Unit Issues and Redemptions.
On an issue
of Shares of a Fund as part of a Creation Unit where the creation is conducted in-kind, an Authorized Participant recognizes capital
gain or loss equal to the difference between (i) the fair market value (at issue) of the issued Shares (plus any cash received
by the Authorized Participant as part of the issue) and (ii) the Authorized Participant’s aggregate basis in the exchanged
securities (plus any cash paid by the Authorized Participant as part of the issue). On a redemption of Shares as part of a Creation
Unit where the redemption is conducted in-kind, an Authorized Participant recognizes capital gain or loss equal to the difference
between (i) the fair market value (at redemption) of the securities received (plus any cash received by the Authorized Participant
as part of the redemption) and (ii) the Authorized Participant’s basis in the redeemed Shares (plus any cash paid by the
Authorized Participant as part of the redemption). However, the Internal Revenue Service (the “IRS”) may assert, under
the “wash sale” rules or on the basis that there has been no significant change in the Authorized Participant’s
economic position, that any loss on creation or redemption of Creation Units cannot be deducted currently.
In general, any capital gain or loss recognized upon the
issue or redemption of Shares (as components of a Creation Unit) is treated either as long-term capital gain or loss, if the deposited
securities (in the case of an issue) or the Shares (in the case of a redemption) have been held for more than one year, or otherwise
as short-term capital gain or loss. However, any capital loss on a redemption of Shares held for six months or less is treated
as long-term capital loss to the extent that capital gain dividends were paid with respect to such Shares.
Back-Up Withholding
. A Fund may be required
to report certain information on a Fund shareholder to the IRS and withhold federal income tax (“backup withholding”)
at a 28% rate from all taxable distributions and redemption proceeds payable to the Fund shareholder if the Fund shareholder fails
to provide the Fund with a correct taxpayer identification number (or, in the case of a U.S. individual, a social security number)
or a completed exemption certificate (e.g., an IRS Form W-8BEN in the case of a foreign Fund shareholder) or if the IRS notifies
the Fund that the Fund shareholder is otherwise subject to backup withholding. Backup withholding is not an additional tax and
any amount withheld may be credited against a Fund shareholder’s federal income tax liability.
Special Issues for Foreign Shareholders.
If
a Fund shareholder is not a U.S. citizen or resident or if a Fund shareholder is a foreign entity, the Fund’s ordinary income
dividends (including distributions of net short-term capital gains and other amounts that would not be subject to U.S. withholding
tax if paid directly to foreign Fund shareholders) will be subject, in general, to withholding tax at a rate of 30% (or at a lower
rate established under an applicable tax treaty). However, for Fund tax years that begin on or before December 31, 2013, interest-related
dividends and short-term capital gain dividends generally will not be subject to withholding tax; provided that the foreign shareholder
furnishes the Fund with a completed IRS Form W-8BEN (or acceptable substitute documentation) establishing the Fund shareholder’s
status as foreign and that the Fund does not have actual knowledge or reason to know that the foreign Fund shareholder would be
subject to withholding tax if the foreign shareholder were to receive the related amounts directly rather than as dividends from
the Fund.
Recently enacted legislation, will subject foreign shareholders
to U.S. withholding tax of 30% on all U.S. source income (including all dividends from the Fund) beginning in 2014, and gross
proceeds from the sale of U.S. stocks and securities (including the sale of Fund shares) beginning in 2017, unless they comply
with certainly newly-enacted reporting requirements. Complying with such requirements will require the shareholder, to provide
and certify certain information about itself and (where applicable) its beneficial owners, and foreign financial institutions
generally will be required to enter in an agreement with the U.S. Internal Revenue Service to provide it with certain information
regarding such shareholder’s account holders. Please consult your tax advisor regarding this tax.
To claim a credit or refund for any Fund-level taxes on
any undistributed long-term capital gains (as discussed above) or any taxes collected through back-up withholding, a foreign shareholder
must obtain a U.S. taxpayer identification number and file a federal income tax return even if the foreign shareholder would not
otherwise be required to obtain a U.S. taxpayer identification number or file a U.S. income tax return.
For a more detailed tax discussion regarding an investment in
the Funds, and for special tax treatment on the sale and distribution by certain funds, please see the section of the SAI entitled
“Taxation. ”
CODE
OF ETHICS
The Trust, the Advisor, and the Distributor
each have adopted a code of ethics under Rule 17j-1 of the 1940 Act that is designed to prevent affiliated persons of the Trust,
the Advisor, and the Distributor from engaging in deceptive, manipulative or fraudulent activities in connection with securities
held or to be acquired by the Funds (which may also be held by persons subject to a code). There can be no assurance that the codes
will be effective in preventing such activities. The codes permit personnel subject to them to invest in securities, including
securities that may be held or purchased by the Funds. The codes are on file with the SEC and are available to the public.
FUND
WEBSITE AND DISCLOSURE OF PORTFOLIO HOLDINGS
The Advisor maintains a website
for the Funds at www.indexiq.com. The website for the Funds contains the following information, on a per-Share basis, for each
Fund: (1) the prior Business Day’s NAV; (2) the reported mid-point of the bid-ask spread at the time of NAV calculation
(the “Bid-Ask Price”); (3) a calculation of the premium or discount of the Bid-Ask Price against such NAV; and (4)
data in chart format displaying the frequency distribution of discounts and premiums of the Bid-Ask Price against the NAV, within
appropriate ranges, for each of the four previous calendar quarters (or for the life of a Fund if, shorter). In addition, on each
Business Day, before the commencement of trading in Shares on the NYSE Arca, each Fund will disclose on its website (www.indexiq.com)
the identities and quantities of the portfolio securities and other assets held by each Fund that will form the basis for the
calculation of NAV at the end of the Business Day.
A description of each Fund’s policies
and procedures with respect to the disclosure of the Fund’s portfolio securities is available in the SAI.
OTHER
INFORMATION
The Funds are not sponsored, endorsed,
sold or promoted by the NYSE Arca. The NYSE Arca makes no representation or warranty, express or implied, to the owners of Shares
or any member of the public regarding the advisability of investing in securities generally or in the Funds particularly or the
ability of the Funds to achieve their objectives. The NYSE Arca has no obligation or liability in connection with the administration,
marketing or trading of the Funds.
For purposes of the 1940 Act, the Funds
are registered investment companies, and the acquisition of Shares by other registered investment companies and companies relying
on exemption from registration as investment companies under Section 3(c)(1) or 3(c)(7) of the 1940 Act is subject to the restrictions
of Section 12(d)(1) of the 1940 Act, except as permitted by an exemptive order that permits registered investment companies to
invest in the Funds beyond those limitations.
FINANCIAL
HIGHLIGHTS
The Funds have not yet commenced operations
as of the date of this Prospectus and therefore do not have a financial history.
PRIVACY
POLICY
IndexIQ ETF Trust is committed to respecting
the privacy of personal information you entrust to us in the course of doing business with us.
The Trust may collect non-public personal
information from various sources. The Trust uses such information provided by you or your representative to process transactions,
to respond to inquiries from you, to deliver reports, products, and services, and to fulfill legal and regulatory requirements.
We do not disclose any non-public personal
information about our customers to anyone unless permitted by law or approved by the customer. We may share this information within
the Trust’s family of companies in the course of providing services and products to best meet your investing needs. We may
share information with certain third parties who are not affiliated with the Trust to perform marketing services, to process or
service a transaction at your request or as permitted by law. For example, sharing information with companies that maintain or
service customer accounts for the Trust is essential. We may also share information with companies that perform administrative
or marketing services for the Trust, including research firms. When we enter into such a relationship, we restrict the companies’
use of our customers’ information and prohibit them from sharing it or using it for any purposes other than those for which
they were hired.
We maintain physical, electronic, and
procedural safeguards to protect your personal information. Within the Trust, we restrict access to personal information to those
employees who require access to that information in order to provide products or services to our customers, such as handling inquiries.
Our employment policies restrict the use of customer information and require that it be held in strict confidence.
We will adhere to the policies and practices
described in this notice for both current and former customers of the Trust.
FREQUENTLY
USED TERMS
Trust
|
IndexIQ
ETF Trust, a registered open-end investment company
|
Funds
|
The
investment portfolios of the Trust
|
Shares
|
Shares
of the Funds offered to investors
|
Advisor
|
IndexIQ
Advisors LLC
|
Custodian
|
The
Bank of New York Mellon, the custodian of the Funds’ assets
|
Distributor
|
ALPS
Distributors, Inc., the distributor to the Funds
|
AP
or Authorized Participant
|
Certain
large institutional investors such as brokers, dealers, banks or other entities that have entered into authorized participant
agreements with the Distributor.
|
NYSE Arca
|
NYSE
Arca, Inc., the primary market on which Shares are listed for trading
|
IIV
|
The
Indicative Intra-Day Value, an appropriate per-Share value based on a Fund’s portfolio
|
1940
Act
|
Investment
Company Act of 1940, as amended
|
NAV
|
Net
asset value
|
SAI
|
Statement
of Additional Information
|
SEC
|
Securities
and Exchange Commission
|
Secondary
Market
|
A
national securities exchange, national securities association or over-the-counter trading system where Shares may trade from
time to time
|
Securities
Act
|
Securities
Act of 1933, as amended
|
IndexIQ ETF Trust
Mailing
Address
800 Westchester Avenue, Suite N-611
Rye Brook, New York 10573
1-888-934-0777
www.indexiq.com
PROSPECTUS
| AUGUST 28, 2013
IndexIQ ETF Trust
FOR MORE INFORMATION
If you would like more information about the Trust,
the Funds and the Shares, the following documents are available free upon request:
Annual/Semi-annual Report
Additional information about the Funds’ investments
is available in the Funds’ annual and semi-annual reports to shareholders. In the Fund’s annual report, you will find
a discussion of the market conditions and investment strategies that significantly affected the Funds’ performance during
the last fiscal year.
Statement of Additional Information
Additional information about the Funds and their policies
is also available in the Funds’ SAI. The SAI is incorporated by reference into this Prospectus (and is legally considered
part of this Prospectus).
The Funds’ annual and semi-annual reports and
the SAI are available free upon request by calling IndexIQ at 1-888-934-0777. You can also access and download the annual and
semi-annual reports and the SAI at the Fund’s website: http://www.indexiq.com.
To obtain other information and for shareholder inquiries:
|
|
By telephone:
|
1-888-934-0777
|
By mail:
|
IndexIQ ETF Trust
c/o IndexIQ
800 Westchester Avenue, Suite
N-611
Rye Brook, NY 10573
|
On the Internet:
|
SEC Edgar database: http://www.sec.gov; or www.indexiq.com
|
You may review and obtain copies of Fund documents
(including the SAI) by visiting the SEC’s public reference room in Washington, D.C. You may also obtain copies of Fund documents,
after paying a duplicating fee, by writing to the SEC’s Public Reference Section, Washington, D.C. 20549-0102 or by electronic
request to: publicinfo@sec.gov. Information on the operation of the public reference room may be obtained by calling the SEC at
(202) 942-8090.
No person is authorized to give any information or
to make any representations about the Funds and their Shares not contained in this Prospectus and you should not rely on any other
information. Read and keep the Prospectus for future reference.
Dealers effecting transactions in the Funds’
Shares, whether or not participating in this distribution, may be generally required to deliver a Prospectus. This is in addition
to any obligation dealers have to deliver a Prospectus when acting as underwriters.
IQ
®
and IndexIQ
®
are
registered service marks of IndexIQ.
The Funds’
investment company registration number is 811-22227
STATEMENT OF ADDITIONAL INFORMATION
INDEXIQ ETF TRUST
800 WESTCHESTER AVENUE
SUITE N-611
RYE BROOK, NEW YORK 10573
PHONE: (888) 934-0777
August 28, 2013
This Statement of Additional Information
(this “SAI”) is not a prospectus. It should be read in conjunction with and is incorporated by reference into the
prospectus dated August 28, 2013 (the “Prospectus”) for the IndexIQ ETF Trust (the “Trust”), relating to
the funds (each, a “Fund” and, collectively, the “Funds”) set forth in the table below, as it may be revised
from time to time. A copy of the Prospectus for the Trust, relating to the Funds, may be obtained without charge by writing to
the Trust, c/o ALPS Distributors, Inc., 1290 Broadway, Suite 1100, Denver, Colorado 80203, by calling (888) 934-0777, or by visiting
the Trust’s website at www.indexiq.com.
Fund
Name
IQ Fastest Growing Companies ETF
IQ Innovation Leaders ETF
Capitalized terms used but not defined
herein have the same meaning as in the Prospectus, unless otherwise noted.
TABLE OF CONTENTS
No person has been authorized to give
any information or to make any representations other than those contained in this SAI and the Prospectus and, if given or made,
such information or representations may not be relied upon as having been authorized by the Trust.
The SAI does not constitute an offer
to sell securities.
The information contained herein regarding
the indexes underlying each Fund (each, an “Underlying Index”, and, collectively, the “Underlying Indexes”)
and Financial Development HoldCo LLC, doing business as IndexIQ (“IndexIQ” or the “Index Provider”) was
provided by the Index Provider, while the information contained herein regarding the securities markets and The Depository Trust
Company (“DTC”) was obtained from publicly available sources. The Underlying Indexes are the IQ Fastest Growing Companies
Index and the IQ Innovation Leaders Index.
SHARES OF THE TRUST ARE NOT SPONSORED,
ENDORSED, SOLD OR PROMOTED BY INDEXIQ. INDEXIQ MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF THE SHARES
OF THE TRUST OR ANY MEMBER OF THE PUBLIC REGARDING THE ADVISABILITY OF TRADING IN THE PRODUCT(S). INDEXIQ HAS NO OBLIGATION TO
TAKE THE NEEDS OF INDEXIQ ADVISORS LLC (IN ITS CAPACITY AS LICENSEE OF THE UNDERLYING INDEXES, THE “LICENSEE”) OR THE
OWNERS OF THE SHARES OF THE TRUST INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE UNDERLYING INDEXES. INDEXIQ IS
NOT RESPONSIBLE FOR AND HAS NOT PARTICIPATED IN THE DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THE SHARES OF THE
TRUST TO BE LISTED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE SHARES OF THE TRUST ARE TO BE CONVERTED
INTO CASH. INDEXIQ HAS NO OBLIGATION OR LIABILITY IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR TRADING OF THE SHARES OF
THE TRUST.
INDEXIQ DOES NOT GUARANTEE THE ACCURACY
AND/OR THE COMPLETENESS OF THE UNDERLYING INDEXES OR ANY DATA INCLUDED THEREIN AND INDEXIQ SHALL HAVE NO LIABILITY FOR ANY ERRORS,
OMISSIONS, OR INTERRUPTIONS THEREIN. INDEXIQ MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS
OF THE SHARES OF THE TRUST, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE UNDERLYING INDEXES OR ANY DATA INCLUDED THEREIN.
INDEXIQ MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OR USE WITH RESPECT TO THE UNDERLYING INDEXES OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO
EVENT SHALL INDEXIQ HAVE ANY LIABILITY FOR ANY LOST PROFITS OR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING
LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR
ARRANGEMENTS BETWEEN INDEXIQ AND LICENSEE.
GENERAL DESCRIPTION OF THE TRUST
AND THE FUNDS
The Trust was organized as a Delaware
statutory trust on July 1, 2008 and is authorized to have multiple segregated series or portfolios. The Trust is an open-end management
investment company registered under the Investment Company Act of 1940 (the “1940 Act”). The Trust currently consists
of a number of separate investment portfolios, of which eleven are in operation. This SAI addresses the following investment portfolios
of the Trust, each of which is deemed to be diversified for the purposes of the 1940 Act:
IQ
Fastest Growing Companies ETF
IQ Innovation Leaders ETF
(each, a “Fund” and, together,
the “Funds”). Other portfolios may be added to the Trust in the future. The shares of the Funds are referred to herein
as “Fund Shares” or “Shares.” The offering of Shares is registered under the Securities Act of 1933, as
amended (the “Securities Act”).
The Funds are managed by IndexIQ Advisors
LLC (the “Advisor”). The Advisor has been registered as an investment adviser with the Securities and Exchange Commission
(the “SEC”) since August 2007 and is wholly owned by Financial Development HoldCo LLC d/b/a IndexIQ.
The Funds offer and issue Shares
at net asset value (the “NAV”) only in aggregations of a specified number of Shares (each, a “Creation Unit”
or a “Creation Unit Aggregation”), generally in exchange for a basket of equity securities included in the relevant
Underlying Indexes (the “Deposit Securities”), together with the deposit of a specified cash payment (the “Cash
Component”). The Shares of each Fund trade or are expected to trade on the NYSE Arca, Inc. (the “Exchange”).
Fund Shares will trade on the Exchange at market prices that may be below, at, or above NAV. Shares are redeemable only in Creation
Unit Aggregations and, generally, in exchange for Deposit Securities and a Cash Component. Creation Units are aggregations of
50,000 Shares of a Fund. In the event of the liquidation of a Fund, the Trust may lower the number of Shares in a Creation Unit.
If a Fund presently creates and redeems
Fund Shares in kind, the Trust reserves the right to offer a “cash” option for creations and redemptions of Fund Shares.
Fund Shares may be issued in advance of receipt of Deposit Securities subject to various conditions, including a requirement to
maintain on deposit with the Trust cash at least equal to 115% of the market value of the missing Deposit Securities. In all cases,
such fees will be limited in accordance with the requirements of the SEC applicable to management investment companies offering
redeemable securities.
EXCHANGE LISTING AND TRADING
There can be no assurance that the
requirements of the Exchange necessary for each Fund to maintain the listing of its Shares will continue to be met. The
Exchange will consider the suspension of trading and delisting of the Shares of a Fund from listing if (i) following the
initial 12-month period beginning at the commencement of trading of a Fund, there are fewer than 50 beneficial owners of the
Shares of the Fund for 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 trading on the Exchange inadvisable. The Exchange will remove the Shares of a Fund from
listing and trading upon termination of such Fund.
The Funds’ continued listing on
the Exchange or another stock exchange or market system is a condition of the exemptive relief the Funds obtained from the SEC
to operate as exchange-traded funds (“ETFs”). Any Fund’s failure to be so listed would result in the termination
of the Fund.
As in the case of other stocks traded
on the Exchange, brokers’ commissions on transactions will be based on negotiated commission rates at customary levels.
The Trust reserves the right to adjust
the price levels of the Shares in the future to maintain convenient trading ranges for investors. Any adjustments would be accomplished
through stock splits or reverse stock splits, which would have no effect on the net assets of each Fund.
INVESTMENT OBJECTIVES AND POLICIES
Investment Objectives
Each Fund has a distinct investment
objective and policies. There can be no assurance that a Fund’s objective will be achieved. The investment objective of each
Fund is to provide investment results that correspond generally to the price and yield (before the Fund’s fees and expenses)
of a particular index (each, an “Underlying Index”) created by Financial Development HoldCo LLC, the Advisor’s
parent company (“IndexIQ”).
All investment objectives and investment
policies not specifically designated as fundamental may be changed without shareholder approval. Additional information about the
Funds, their policies, and the investment instruments they may hold, is provided below.
The Funds’ share prices will fluctuate
with market, economic and, to the extent applicable, foreign exchange conditions. The Funds should not be relied upon as a complete
investment program.
IndexIQ serves as the index provider
to the Trust and uses a proprietary rules-based methodology (the “Index Methodology”) to construct and maintain the
Underlying Index of each Fund. The Underlying Index to each Fund and the Index Methodology for each Underlying Index, including
a list of the component securities of such Underlying Index, can be found on the Trust’s website at www.indexiq.com.
Investment Restrictions
The investment restrictions set forth
below have been adopted by the Board of Trustees of the Trust (the “Board”) as fundamental policies that cannot be
changed with respect to a Fund without the affirmative vote of the holders of a majority (as defined in the 1940 Act) of the outstanding
voting securities of the Fund. The investment objective of each Fund and all other investment policies or practices of the Fund
are considered by the Trust not to be fundamental and accordingly may be changed without
shareholder approval. For purposes of the 1940 Act, a “majority of the outstanding voting securities” means the lesser
of the vote of (i) 67% or more of the Shares of the Fund present at a meeting, if the holders of more than 50% of the outstanding
Shares of the Fund are present or represented by proxy, or (ii) more than 50% of the Shares of the Fund.
For purposes of the following limitations,
any limitation which involves a maximum percentage shall not be considered violated unless an excess over the percentage occurs
immediately after, and is caused by, an acquisition or encumbrance of securities or assets of, or borrowings by, a Fund. With respect
to the Funds’ fundamental investment restriction B, asset coverage of at least 300% (as defined in the 1940 Act), inclusive
of any amounts borrowed, must be maintained at all times.
As a matter of fundamental policy, a
Fund (except as to any specific Fund otherwise noted below) may not:
A. Invest 25% of its total assets in
the securities of issuers conducting their principal business activities in the same industry or group of industries (excluding
the United States (“U.S.”) government or any of its agencies or instrumentalities). Nonetheless, to the extent the
Fund’s Underlying Index is concentrated in a particular industry or group of industries, the Fund’s investments will
exceed this 25% limitation to the extent that it is necessary to gain exposure to Underlying Index Components (as defined below)
to track its Underlying Index.
B. Borrow money, except (a) the Fund
may borrow from banks (as defined in the 1940 Act) or through reverse repurchase agreements in amounts up to 33
1
/
3
%
of its total assets (including the amount borrowed); (b) the Fund may, to the extent permitted by applicable law, borrow up to
an additional 5% of its total assets for temporary purposes; (c) the Fund may obtain such short-term credits as may be necessary
for the clearance of purchases and sales of portfolio securities; (d) the Fund may purchase securities on margin to the extent
permitted by applicable law; and (e) the Fund may engage in portfolio transactions, such as mortgage dollar rolls which are accounted
for as financings.
C. Make loans, except through (a) the
purchase of debt obligations in accordance with the Fund’s investment objective and policies; (b) repurchase agreements with
banks, brokers, dealers and other financial institutions; and (c) loans of securities as permitted by applicable law.
D. Underwrite securities issued by others,
except to the extent that the sale of portfolio securities by the Fund may be deemed to be an underwriting.
E. Purchase, hold or deal in real estate,
although the Fund may purchase and sell securities or other investments that are secured by real estate or interests therein or
that reflect the return of an index of real estate values, securities of real estate investment trusts and other companies that
are engaged primarily in real estate-related businesses and mortgage-related securities and may hold and sell real estate acquired
by the Fund as a result of the ownership of securities.
F. Invest in commodities or currencies,
except that the Fund may invest in (a) publicly traded commodity pools or (b) financial instruments (such as structured notes,
swaps, futures contracts, forward contracts, and options on such contracts) (i) on commodities or currencies, (ii) that represent
indices of commodity or currency prices, or (iii) that reflect the return of such indices.
G. Issue senior securities to the extent
such issuance would violate applicable law.
INVESTMENT STRATEGIES AND RISKS
A discussion of the risks associated
with an investment in each Fund is contained in the Funds’ Prospectus under the headings “Principal Risk Factors,”
“Additional Description of the Principal Risks of the Funds” and “Additional Risks.” The discussion below
supplements, and should be read in conjunction with, such sections of the Funds’ Prospectus.
General
Investment in each Fund should be made
with an understanding that the value of the portfolio of securities held by such Fund may fluctuate in accordance with changes
in the financial condition of the issuers of the portfolio securities, the value of common stocks generally and other factors.
None of the Funds is actively managed
by traditional methods and therefore the adverse financial condition of any one issuer will not result in the elimination of its
securities from the portfolio securities held by the Fund unless the securities of such issuer are removed from its respective
Underlying Index.
An investment in each Fund should also
be made with an understanding that a Fund will not be able to replicate exactly the performance of its Underlying Index because
the total return generated by its portfolio securities will be reduced by transaction costs incurred in adjusting the actual balance
of such securities and other Fund expenses, whereas such transaction costs and expenses are not included in the calculation of
its Underlying Index. It is also possible that for short periods of time, a Fund may not fully replicate the performance of its
Underlying Index due to the temporary unavailability of certain Underlying Index securities in the Secondary Market or due to other
extraordinary circumstances. Such events are unlikely to continue for an extended period of time because a Fund is required to
correct such imbalances by means of adjusting the composition of its portfolio securities. It is also possible that the composition
of a Fund may not exactly replicate the composition of its Underlying Index if the Fund has to adjust its portfolio securities
in order to continue to qualify as a “regulated investment company” under the Internal Revenue Code of 1986 (the “Code”).
Each Underlying Index consists of a
number of components (the “Underlying Index Components”) selected in accordance with IndexIQ’s rules-based methodology
for such Underlying Index.
The IQ Fastest Growing Companies ETF
seeks to track an Underlying Index, which in turn seeks to give investors exposure to high growth U.S. companies, as measured by
several growth factors.
The IQ Innovation Leaders ETF seeks
to track an Underlying Index, which in turn seeks to give investors exposure to highly innovative U.S. companies, as measured by
several innovation-related factors.
Under normal circumstances, at least
80% of a Fund’s net assets, plus the amount of any borrowings for investment purposes, will be invested in its Underlying
Index Components. In determining the Fund’s net assets for the purposes of this 80% threshold, accounting practices do not
include collateral held under the Fund’s securities lending program, as such collateral does not represent a true asset
of the relevant Fund. In addition, each Fund may invest up to 20% of its net assets in investments not included in its Underlying
Index, but which the Advisor believes will help the Fund track its Underlying Index. For example, there may be instances in which
the Advisor may choose to purchase (or sell) securities not in the Underlying Index that the Advisor believes are appropriate
to substitute for one or more Underlying Index Components in seeking to replicate, before fees and expenses, the performance of
the Underlying Index.
Furthermore, a Fund may invest in one
or more financial instruments, including but not limited to futures contracts, swap agreements and forward contracts, reverse repurchase
agreements, and options on securities, indices and futures contracts (collectively, “Financial Instruments”). As an
example of the use of such Financial Instruments, the Fund may use total return swaps on one or more Underlying Index Components
in order to achieve exposures that are similar to those of the Underlying Index.
The Funds will not directly employ leverage
in their investment strategies.
Each Fund’s Underlying Index has
many of the same eligibility requirements. The Underlying Index Components that are eligible for inclusion in both Funds’
Underlying Index include the following characteristics, measured as of each such Fund’s annual rebalance date:
-
Issuer must be domiciled in the U.S.;
-
Issuer’s shares must have their primary stock exchange listing in the U.S.;
-
Issuer’s shares must have minimum average daily trading volume of at least $1 million
for the prior 90 days; and
-
Issuer’s shares must have minimum monthly volume of 250,000 shares each month over
the prior six months.
In the case of the Fastest Growing Companies
Index, the Underlying Index Constituents must be ranked within the top 500 largest U.S. public companies by sales and have a minimum
average market capitalization of $1.5 billion for the 60 days prior to and as of the annual rebalance date. In the case of the
Innovation Leaders Index, the Underlying Index Constituents must have a minimum average market capitalization of $300 million for
the 60 days prior to and as of the annual rebalance date
The Underlying Indexes then use several
different factors to select and weight the final Underlying Index Components. For the Fastest Growing Companies Index, these factors
include sales growth, net income growth, cash flow growth and total return. For the Innovation Leaders Index, these factors include
sales growth, research and development expense / total assets, retained earnings / sales, capital expenditures / total assets and
intangibles / total assets.
Each Underlying Index will be reconstituted
and rebalanced on an annual basis.
Tracking Error Risk
Tracking error is the divergence of
the Fund’s performance from that of the Underlying Index. Tracking error may occur because of imperfect correlation between
the Fund’s holdings of portfolio securities and those in the Underlying Index, pricing differences, the Fund’s holding
of cash, differences on timing of the accrual of dividends, changes to the Underlying Index or the need to meet various regulatory
requirements. This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking
error also may result because the Fund incurs fees and expenses, while the Underlying Index does not.
Common Stock
Each Fund invests in common stock. Common
stock is issued by companies principally to raise cash for business purposes and represents a residual interest in the issuing
company. A Fund participates in the success or failure of any company in which it holds stock. The prices of equity securities
change in response to many factors, including the historical and prospective earnings of the issuer, the value of its assets, general
economic conditions, interest rates, investor perceptions and market liquidity.
Lending of Portfolio Securities
The Funds may lend portfolio securities
constituting up to 33
1
/
3
% of each Fund’s total assets (as permitted by the
1940 Act). Under present regulatory policies, such loans may be made to institutions, such as brokers or dealers, pursuant to agreements
requiring the loans to be continuously secured by collateral in cash, securities issued or guaranteed by the U.S. Government or
one of its agencies or instrumentalities, irrevocable bank letters of credit (upon consent of the Board of Trustees) or any combination
thereof, marked to market daily, at least equal to the market value of the securities loaned. Cash received as collateral for securities
lending transactions may be invested in liquid, short-term investments approved by the Investment Advisor.
Investing the collateral subjects the Funds
to risks, and each Fund will be responsible for any loss that may result from its investment of the borrowed collateral. The Funds
will have the right to terminate a loan at any time and recall the loaned securities within the normal and customary settlement
time for securities transactions. For the duration of a loan, the respective Fund will continue to receive the equivalent of the
interest or dividends paid by the issuer on the securities loaned and will also receive compensation from investment of the collateral.
The Funds will generally not have the right to vote securities during the existence of the loan, but the Advisor may call the loan
to exercise such Fund’s voting or consent rights on material matters affecting the Fund’s investment in such loaned
securities. As with other extensions of credit there are risks of delay in recovering, or even loss of rights in, the collateral
and loaned securities should the borrower of the securities fail financially.
Loans will be made only to firms deemed
creditworthy, and when the consideration which can be earned from securities loans is deemed to justify the attendant risk. The
creditworthiness of a borrower will be considered in determining
whether to lend portfolio securities and will be monitored during the period of the loan. It is intended that the value of securities
loaned by each Fund will not exceed one-third of the value of the Fund’s total assets (including the loan collateral). Loan
collateral (including any investment of the collateral) is not subject to the percentage limitations stated elsewhere in this SAI
or the Prospectus regarding investing in fixed-income securities and cash equivalents.
Money Market Instruments
Each Fund may invest a portion of its
assets in high-quality money market instruments on an ongoing basis rather than in Underlying Index Components, when it would be
more efficient or less expensive for the Fund to do so, or as cover for Financial Instruments, for liquidity purposes, or to earn
interest. The instruments in which each Fund may invest include: (i) short-term obligations issued by the U.S. government; (ii)
negotiable certificates of deposit (“CDs”), fixed time deposits and bankers’ acceptances of U.S. and foreign
banks and similar institutions; (iii) commercial paper rated at the date of purchase “Prime-1” by Moody’s Investors
Service, Inc. or “A-1+” or “A-1” by Standard & Poor’s Ratings Group, Inc., a division of The
McGraw-Hill Companies, Inc., or, if unrated, of comparable quality as determined by the Advisor; (iv) repurchase agreements; and
(v) money market mutual funds. CDs are short-term negotiable obligations of commercial banks. Time deposits are non-negotiable
deposits maintained in banking institutions for specified periods of time at stated interest rates. Banker’s acceptances
are time drafts drawn on commercial banks by borrowers, usually in connection with international transactions.
Futures Contracts
Each Fund may enter into futures contracts.
Futures contracts provide for the future sale by one party and purchase by another party of a specified amount of a specific instrument
or index at a specified future time and at a specified price. Stock index contracts are based on indices that reflect the market
value of common stock of the firms included in the indices. Assets committed to futures contracts will be segregated by the custodian
to the extent required by law.
Futures contracts may be used by the
Funds to replicate an Underlying Index Component’s performance. These futures contracts would reference the performance of
a security that is an Underlying Index Component. Funds will not use futures contracts for speculative purposes.
All counterparties are subject to pre-approval
by the Board. The Board’s pre-approval is based on the creditworthiness of each potential futures contract counterparty.
In addition, the Advisor will monitor and manage the counterparty risk posed by the counterparties and take actions as necessary
to decrease counterparty risk to a Fund by, among other things, reducing futures contract exposures to certain counterparties and/or
seeking alternate or additional counterparties.
The number of counterparties may vary
over time. During periods of credit market turmoil or when the aggregate futures contract notional amount needed by a Fund is relatively
small given the level of the Fund’s net assets, the Fund may have only one or a few counterparties. In such circumstances,
a Fund will be exposed to greater counterparty risk. Moreover, a Fund may be unable to enter into any futures contract
on terms that make economic sense (
e.g.
, they may be too costly). To the extent that the Fund is unable to enter into any
futures contracts, it may not be able to meet its investment objective. If the Fund is unable to enter into futures contracts,
it may engage in other types of derivative transactions, although the added costs, higher asset segregation requirements and lower
correlation to Underlying Index Component performance of these other derivatives may adversely affect the Fund’s ability
to meet its investment objective.
Total Return Swaps
Total return swaps give each Fund the
right to receive the appreciation in the value of a specified security, index or other instrument in return for a fee paid to the
counterparty, which will typically be an agreed upon interest rate. Total return swaps can also be used to replicate an exposure
to a short position in an asset class where the Fund has the right to receive the depreciation in value of a specified security,
index or other instrument (“inverse swaps”). If the underlying asset in a total return swap declines in value (or increases
in value, if an inverse swap) over the term of the swap, a Fund may also be required to pay the dollar value of that decline (or
increase, if an inverse swap) to the counterparty.
The Funds may use total return swaps
to replicate an Underlying Index Component’s performance. These total return swaps would reference the performance of a security
that is an Underlying Index Component.
Total return swaps are considered illiquid
by the Funds. Consequently, each Fund will segregate liquid assets, which may include securities, cash or cash equivalents, to
cover the Fund’s daily marked-to-market net obligations under outstanding swap agreements. This segregation of assets may
limit a Fund’s investment flexibility, as well as its ability to meet redemption requests or other current obligations.
All counterparties are subject to pre-approval
by the Board. The Board’s pre-approval is based on the creditworthiness of each potential swap counterparty. In addition,
the Advisor will monitor and manage the counterparty risk posed by the counterparties and take actions as necessary to decrease
counterparty risk to a Fund by, among other things, reducing swap exposures to certain counterparties and/or seeking alternate
or additional counterparties.
The number of counterparties may vary
over time. During periods of credit market turmoil or when the aggregate swap notional amount needed by a Fund is relatively small
given the level of the Fund’s net assets, the Fund may have only one or a few counterparties. In such circumstances, a Fund
will be exposed to greater counterparty risk. Moreover, a Fund may be unable to enter into any total return swap on terms that
make economic sense (
e.g.
, they may be too costly). To the extent that the Fund is unable to enter into any total return
swaps, it may not be able to meet its investment objective. If the Fund is unable to enter into total return swaps, it may engage
in other types of derivative transactions, although the added costs, higher asset segregation requirements and lower correlation
to Underlying Index Component performance of these other derivatives may adversely affect a Fund’s ability to meet its investment
objective.
MANAGEMENT
Board Responsibilities.
The business
of the Trust is managed under the direction of the Board. The Board has considered and approved contracts, as described herein,
under which certain companies provide essential management and administrative services to the Trust. The day-to-day business of
the Trust, including the day-to-day management of risk, is performed by the service providers of the Trust, such as the Advisor,
Distributor and Administrator. The Board is responsible for overseeing the Trust’s service providers and, thus, has oversight
responsibility with respect to the risk management performed by those service providers. Risk management seeks to identify and
eliminate or mitigate the potential effects of risks such as events or circumstances that could have material adverse effects on
the business, operations, shareholder services, investment performance or reputation of the Trust or the Funds. The Board’s
role in risk management oversight begins before the inception of an investment portfolio, at which time the Advisor presents the
Board with information concerning the investment objectives, strategies and risks of the investment portfolio. Additionally, the
Advisor provides the Board with an overview of, among other things, the respective firm’s investment philosophy, brokerage
practices and compliance infrastructure. Thereafter, the Board oversees the risk management of the investment portfolio’s
operations, in part, by requesting periodic reports from and otherwise communicating with various personnel of the service providers,
including the Trust’s Chief Compliance Officer and the independent registered public accounting firm of the Trust. The Board
and, with respect to identified risks that relate to its scope of expertise, the Audit Committee of the Board, oversee efforts
by management and service providers to manage risks to which the Funds may be exposed.
Under the overall supervision of the
Board and the Audit Committee (discussed in more detail below), the service providers to the Trust employ a variety of processes,
procedures and controls to identify risks relevant to the operations of the Trust and the Funds 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 and, consequently, for managing the risks associated with that activity.
The Board is responsible for overseeing
the nature, extent and quality of the services provided to the Funds by the Advisor and receives information about those services
at its regular meetings. In addition, on at least an annual basis, in connection with its consideration of whether to renew any
advisory agreement with the Advisor, the Board receives detailed information from the Advisor. Among other things, the Board regularly
considers the Advisor’s adherence to each Fund’s investment restrictions and compliance with various policies and procedures
of the Trust and with applicable securities regulations. The Board also reviews information about each 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 Advisor. The report addresses 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 receives reports from the
Trust’s service providers regarding operational risks, portfolio valuation and other matters. Annually, the independent registered
public accounting firm reviews with the Audit Committee its audit of the financial statements of the Funds, focusing on major areas
of risk encountered by the Trust and noting any significant deficiencies or material weaknesses in the Trust’s internal controls.
The Board recognizes that not all risks
that may affect the Funds 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 each 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 Trust, it may not be
made aware of all of the relevant information of a particular risk. Most of the Trust’s investment management and business
affairs are carried out by or through the Advisor and other service providers, each of which has an independent interest in risk
management but whose policies and the 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, portfolios supervised
and the principal occupations and other directorships for a minimum of the last five years 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 Declaration of Trust.
The Chairman of the Board, Adam Patti,
is an interested person of the Trust as that term is defined under Section 2(a)(19) of the 1940 Act (the “Interested Trustee”)
because of his affiliation with the Advisor. Two of the Trustees, Reena Aggarwal and Gene Chao, and their immediate family members
have no affiliation or business connection with the Advisor or the Funds’ principal underwriter or any of their affiliated
persons and do not own any stock or other securities issued by the Advisor or the Funds’ principal underwriter. These Trustees
are not Interested Persons of the Trust and are referred to herein as “Independent Trustees.”
There is an Audit Committee and Nominating
Committee of the Board, each of which is chaired by an Independent Trustee and comprised solely of Independent Trustees. The Committee
chair for each is responsible for running the Committee meeting, formulating agendas for those meetings, and coordinating with
management to serve as a liaison between the Independent Trustees and management on matters within the scope of the responsibilities
of such Committee as set forth in its Board-approved charter.
There is a Valuation Committee, which
is comprised of the Independent Trustees and representatives of the Advisor to take action in connection with the valuation of
portfolio securities held by a Fund in accordance with the Board-approved Valuation Procedures. The Board has determined that this leadership
structure is appropriate given the specific characteristics and circumstances of the Funds. The Board made this determination in
consideration of, among other things, the fact that the Independent Trustees constitute a majority of the Board, the assets under
management of the Funds, the number of portfolios overseen by the Board and the total number of trustees on the Board.
Independent Trustees:
Name
and
Year of Birth
(1)
|
|
Position(s)
Held with
Trust
|
|
Term
of
Office and
Length of
Time
Served
(2)
|
|
Principal
Occupation(s)
During Past
5 Years
|
|
Number
of
Portfolios
in Fund
Complex
Overseen
by Trustee
(3)
|
|
Other
Directorships
Held by
Trustee
During Past 5 Years
|
Reena
Aggarwal, 1957
|
|
Trustee
|
|
Since
August 2008
|
|
Deputy
Dean, McDonough School of Business, Georgetown University (2006 to 2008); Professor of Finance, McDonough School of Business,
Georgetown University (2000 to present)
; Co-Chair of Board, Social Innovations and Public
Service Fund, Georgetown University (2012 to present); and Director, Brightwood Capital Advisors, L.P. (2013 to present).
|
|
12
|
|
FBR & Co. (2011 to present)
FBR
Funds (2006 to 2011)
|
|
|
|
|
|
|
|
|
|
|
|
Gene
Chao, 1970
|
|
Trustee
|
|
Since
August 2008
|
|
Vice
President - Infrastructure Services, Capgemini (2012 to present; Vice President – Global Industries Strategy & Solutions,
Juniper Networks (2011 to 2012); Vice President & GM – Global Network, Hewlett-Packard (2010 to Present); Vice President
– Strategic Services, Dimension Data, Americas (2007 to 2010).
|
|
12
|
|
None
|
Interested Trustee:
|
|
|
|
|
|
|
|
|
|
|
Adam
S. Patti, 1970
(4)
|
|
Chairman
and Trustee
President and Principal Executive
|
|
Since
November 2008
Since July 2008
|
|
Chairman,
Trustee, President and Principal Executive, IndexIQ Trust (2008 to present); Chief Executive Officer, the Advisor (2007 to
present); Chief Executive Officer, IndexIQ (2006 to present).
|
|
12
|
|
None
|
Other Officers:
|
|
|
|
|
|
|
Name
and
Year of Birth
(1)
|
|
Position(s)
Held with Trust
|
|
Term
of Office and Length of Time Served
(2)
|
|
Principal
Occupation(s) During Past 5 Years
|
|
Gregory
D. Bassuk,1972
|
|
Secretary
|
|
Since
July 2008
|
|
Chief
Compliance Officer, the Advisor (2008 to present); Secretary, IndexIQ Trust (2008 to present); Chairman and Trustee, IndexIQ
ETF Trust (July 2008 to November 2008); Chairman and Trustee, IndexIQ Trust (February 2008 to November 2008); Chief Operating
Officer, the Advisor (2007 to present); Chief Operating Officer, IndexIQ (2006 to present).
|
David
Fogel, 1971
|
|
Treasurer,
Principal Financial Officer and Chief Compliance Officer
|
|
Since
October 2008
|
|
Treasurer,
Principal Financial Officer and Chief Compliance Officer, IndexIQ Trust (2008 to present); President (2013 to present) and
Executive Vice President, IndexIQ (2006 to 2013).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) The address of each Trustee or
officer is c/o IndexIQ, 800 Westchester Avenue, Suite N-611, Rye Brook, New York 10573.
(2) Trustees and Officers serve until their
successors are duly elected and qualified.
(3) The Funds are part of a “fund
complex” as defined in the 1940 Act. The fund complex includes all open-end funds (including all of their portfolios) advised
by the Advisor and any funds that have an investment advisor that is an affiliated person of the Advisor. As of the date of this
SAI, the fund complex consists of the Trust’s funds and the one fund of the IndexIQ Trust advised by the Advisor.
(4) Mr. Patti is an “interested
person” of the Trust (as that term is defined in the 1940 Act) because of his affiliations with the Advisor.
The Board of the Trust met four times
during the fiscal year ended April 30, 2013.
Description of Standing Board Committees
Audit Committee. The principal responsibilities
of the Audit Committee are the appointment, compensation and oversight of the Trust’s independent auditors, including the
resolution of disagreements regarding financial reporting between Trust management and such independent auditors. The Audit Committee’s
responsibilities include, without limitation, to (i) oversee the accounting and financial reporting processes of the Trust and
its internal control over financial reporting and, as the Committee deems appropriate, to inquire into the internal control over
financial reporting of certain third-party service providers; (ii) oversee the quality and integrity of the Funds’ 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, to 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. All of the Independent Trustees serve on the Trust’s
Audit Committee. During the fiscal year ended April 30, 2013, the Audit Committee met two times.
Nominating Committee. The Nominating
Committee has been established to: (i) assist the Board of Trustees in matters involving mutual fund governance and industry practices;
(ii) select and nominate candidates for appointment or election to serve as Trustees who are not “interested persons”
of the Trust or its Advisor or distributor (as defined by the 1940 Act); and (iii) advise the Board of Trustees on ways to improve
its effectiveness. All of the Independent Trustees serve on the Nominating Committee. As stated above, each Trustee holds office
for an indefinite term until the occurrence of certain events. In filling Board vacancies, the Nominating Committee will consider
nominees recommended by shareholders. Nominee recommendations should be submitted to the Trust at its mailing address stated in
the Fund’s Prospectus and should be directed to the attention of the IndexIQ ETF Trust Nominating Committee. During the
fiscal year ended April 30, 2013, the Nominating Committee met once.
Valuation Committee. The Valuation
Committee is authorized to act for the Board of Trustees in connection with the valuation of portfolio securities held by a Fund
in accordance with the Trust’s Valuation Procedures. Ms. Aggarwal and Messrs. Chao, Fogel and Patti serve on the Valuation
Committee, which meets on an ad hoc basis. During the fiscal year ended April 30, 2013, the Valuation Committee did not meet.
Individual Trustee Qualifications
The Trust has concluded that each of
the Trustees should serve on the Board because of their ability to review and understand information about the Trust and the Funds
provided to them by management, to identify and request other information they may deem relevant to the performance of their duties,
to question management and other service providers regarding material factors bearing on the management and administration of the
Funds, and to exercise their business judgment in a manner that serves the best interests of the Funds’ shareholders. The
Trust has concluded that each of the Trustees should serve as a Trustee based on their own experience, qualifications, attributes
and skills as described below.
The Trust has concluded that Mr. Patti
should serve as trustee of the Funds because of the experience he has gained as Chief Executive Officer of the Advisor and Chief
Executive Officer of IndexIQ, his knowledge of and experience in the financial services industry, and the experience he has gained
serving as chairman and trustee of the Funds since 2008.
The Trust has concluded that Ms. Aggarwal
should serve as trustee of the Funds and as the audit committee financial expert because of the experience she has gained as a
professor of finance and deputy dean at Georgetown University’s McDonough School of Business, her service as trustee for
another mutual fund family, the experience she has gained serving as trustee of the Funds since 2008 and her general expertise
with respect to financial matters and accounting principals.
The Trust has concluded that Mr. Chao
should serve as trustee of the Funds because of the experience he has gained working in a business capacity for several public
companies, and the experience he has gained serving as trustee of the Funds since 2008.
Trustees’ Ownership of Fund
Shares
The Funds are newly formed and did not
have any shares outstanding as of the date of this SAI. Listed below for each Trustee is a dollar range of securities beneficially
owned in the Trust together with the aggregate dollar range of equity securities in all registered investment companies overseen
by each Trustee that are in the same family of investment companies as the Trust, as of December 31, 2012.
Name
of Trustee
|
Fund
Name
|
Dollar
Range of Equity Securities in Funds
|
Aggregate
Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Trustee in Family of Investment Companies
(1)
|
|
|
|
|
Reena Aggarwal
|
IQ Fastest
|
None
|
None
|
|
IQ Innovation
|
None
|
|
Gene Chao
|
IQ Fastest
|
None
|
None
|
|
IQ Innovation
|
None
|
|
Adam S. Patti
|
IQ Fastest
|
None
|
None
|
|
IQ Innovation
|
None
|
|
(1) “Family of Investment Companies”
consists of all mutual funds and ETFs advised by the Advisor and its affiliate advisers.
Board Compensation
For each in-person quarterly Board
Meeting, each Independent Trustee receives $2,500. For each additional in-person meeting, each Independent Trustee receives $1,500
and for any phone meeting, each Independent Trustee receives $1,000. As Audit Committee chair, Ms. Aggarwal receives an annual
stipend of $5,000. In addition, the Independent Trustees are reimbursed for all reasonable travel expenses relating to their attendance
at the Board Meetings. The following table sets forth certain information with respect to the compensation of each Trustee for
the fiscal year ended April 30, 2013:
Name of
Person,
Position
|
Aggregate
Compensation
From The
Trust
|
Pension or
Retirement
Benefits Accrued
As Part of Trust
Expenses
|
Estimated
Annual Benefits
Upon Retirement
|
Total
Compensation
From Trust and
Fund Complex
Paid to
Trustees
(1)
|
|
|
|
|
|
Reena
|
$12,000
|
N/A
|
N/A
|
$29,000
|
Aggarwal,
|
|
|
|
|
Trustee
|
|
|
|
|
|
|
|
|
|
Gene Chao,
|
$7,000
|
N/A
|
N/A
|
$14,000
|
Trustee
|
|
|
|
|
|
|
|
|
|
Adam S. Patti,
|
None
|
None
|
None
|
None
|
Trustee &
|
|
|
|
|
Chairman
|
|
|
|
|
(1) “Fund Complex” consists of all mutual funds and ETFs advised by the Advisor and its affiliate advisers.
Code of Ethics
The Trust, its Advisor and principal
underwriter have adopted codes of ethics under Rule 17j-1 of the 1940 Act that permit personnel subject to their particular codes
of ethics to invest in securities, including securities that may be purchased or held by the Fund.
PROXY VOTING POLICIES
The Board believes that the voting of
proxies on securities held by the Funds is an important element of the overall investment process. As such, the Board has delegated
responsibility for decisions regarding proxy voting for securities held by each Fund to the Advisor. The Advisor will vote such
proxies in accordance with its proxy policies and procedures, a summary of which is included in Appendix A to this Statement of
Additional Information. The Board will periodically review each Fund’s proxy voting record.
The Trust is required to disclose annually
the Funds’ complete proxy voting record on Form N-PX covering the period July 1 through June 30 and file it with the SEC
no later than August 31 of each year. The Fund’s Form N-PX will be available at no charge upon request by calling 1-888-934-0777.
It will also be available on the SEC’s website at www.sec.gov.
CONTROL PERSONS AND PRINCIPAL HOLDERS
OF SECURITIES
A control person is one who owns beneficially
or through controlled companies more than 25% of the voting securities of a Fund or acknowledges the existence of control. As of
the date of this SAI, the Funds are newly formed and do not have any shares outstanding.
MANAGEMENT SERVICES
The following information supplements
and should be read in conjunction with the section in the Prospectus entitled “Management.”
Advisor
IndexIQ Advisors LLC, the Advisor, serves
as investment advisor to the Funds and has overall responsibility for the general management and administration of the Trust, pursuant
to the Investment Advisory Agreement between the Trust and the Advisor (the “Advisory Agreement”). Under the Advisory
Agreement, the Advisor, subject to the supervision of the Board, provides an investment program for each Fund and is responsible
for the investment of the Fund’s assets in conformity with the stated investment policies of each Fund. The Advisor is responsible
for placing purchase and sale orders and providing continuous supervision of the investment portfolio of each of the Funds. The
Advisor also arranges for the provision of distribution, transfer agency, custody, administration and all other services necessary
for the Funds to operate.
The Advisory Agreement remains in effect
on a year to year basis with respect to the Funds provided that such continuance is specifically approved at least annually by
(i) the vote of a majority of the Funds’ outstanding voting securities or a majority of the Trustees of the Trust, and (ii)
the vote of a majority of the Independent Trustees of the Trust, cast in person at a meeting called for the purpose of voting on
such approval.
The Advisory Agreement will terminate
automatically if assigned (as defined in the 1940 Act). The Advisory Agreement is also terminable at any time without penalty by
the Trustees of the Trust or by vote of a majority of the outstanding voting
securities of the Funds on 60 days’ written notice to the Advisor or by the Advisor on 60 days’ written notice to the
Trust.
Pursuant to the Advisory Agreement,
the Advisor is entitled to receive a fee, payable monthly, at the annual rate for each of the Funds based on a percentage of each
Fund’s average daily net assets as follows:
|
Fund Name
|
Management
Fee
|
|
IQ Fastest Growing Companies ETF
|
0.49%
|
|
IQ Innovation Leaders ETF
|
0.49%
|
In consideration of the fees paid with respect to the Funds, the Advisor has agreed to pay all expenses of the Trust, except (i)
brokerage and other transaction expenses, including taxes; (ii) extraordinary legal fees or expenses, such as those for litigation
or arbitration; (iii) compensation and expenses of the Independent Trustees, counsel to the Independent Trustees, and the Trust’s
chief compliance officer; (iv) extraordinary expenses; (v) distribution fees and expenses paid by the Trust under any distribution
plan adopted pursuant to Rule 12b-1 under the 1940 Act; and (vi) the advisory fee payable to the Advisor hereunder.
The Funds are newly organized and, as
of the date of this SAI, have not yet incurred any advisory fees under the Advisory Agreement.
In addition to providing advisory services
under the Advisory Agreement, the Advisor also: (i) supervises all non-advisory operations of the Funds; (ii) provides personnel
to perform such executive, administrative and clerical services as are reasonably necessary to provide effective administration
of the Funds; (iii) arranges for (a) the preparation of all required tax returns, (b) the preparation and submission of reports
to existing shareholders, (c) the periodic updating of prospectuses and statements of additional information and (d) the preparation
of reports to be filed with the SEC and other regulatory authorities; (iv) maintains the Funds’ records; and (v) provides
office space and all necessary office equipment and services.
Portfolio Manager
The Advisor acts as portfolio manager
for all of the Funds. The Advisor will supervise and manage the investment portfolios of the Funds covered by their advisory agreement
and will direct the purchase and sale of such
Funds’ investment securities. The Advisor utilizes a team of investment professionals acting together to manage the assets
of the Funds. The team meets regularly to review portfolio holdings and to discuss purchase and sale activity. The team adjusts
holdings in the portfolio as it deems appropriate in the pursuit of each Fund’s investment objective.
The portfolio managers
who are currently responsible for the day-to-day management of the Funds’ portfolios are Paul (Teddy) Fusaro and Greg Barrato.
Teddy Fusaro has
been Senior Vice President of the Advisor and portfolio manager of the Funds since August 2013, at which time he joined the Advisor.
Prior to joining the Advisor, Mr. Fusaro served as Vice President, Trader and Portfolio Manager at Rafferty Asset Management LLC
from 2009 to 2013 and as Analyst at Goldman Sachs & Co. from 2007 to 2009. Mr. Fusaro is a 2007 graduate from Providence College.
Greg Barrato joined the
Advisor as Vice President in November 2010 and has been Senior Vice President of the Advisor since August 2013 and portfolio manager
of the Funds since February 2011. Prior to joining the Advisor, Mr. Barrato served as Head Global Equity Trader and Trader at
Lucerne Capital Management, LLC from 2008 to 2010 and as Assistant Trader and Operations Manager at ReachCapital Management, LP
from 2004 to 2008. Mr. Barrato is a 2002 graduate from the University of Connecticut.
Other Accounts Managed
The following tables provide additional
information about other portfolios or accounts managed by the Funds’ portfolio managers as of April 30, 2013.
Total number of other accounts managed
by the portfolio managers within each category below and the total assets in the accounts managed within each category below.
|
|
|
|
|
|
|
|
Registered Investment
Companies
|
Other Pooled
Investment Vehicles
|
|
|
Portfolio Manager
|
Other Accounts
|
|
|
|
Total
Assets
($mm)
|
|
Total
Assets
($mm)
|
|
Total
Assets
($mm)
|
|
Number of
Accounts
|
Number of
Accounts
|
Number of
Accounts
|
|
|
|
|
|
|
|
|
|
Greg Barrato
|
12
|
972
|
0
|
0
|
13
|
12.5
|
|
|
|
|
|
|
|
Paul (Teddy) Fusaro
|
0
|
0
|
0
|
0
|
0
|
0
|
Material Conflicts Of Interest
.
Because the portfolio managers manage
multiple portfolios for multiple clients, the potential for conflicts of interest exists. Each portfolio manager may manage portfolios
having substantially the same investment style as the Funds. However, the portfolios managed by a portfolio manager may not have
portfolio compositions identical to those of the Funds managed by the portfolio manager due, for example, to specific investment
limitations or guidelines present in some portfolios or accounts, but not others. The portfolio managers may purchase securities
for one portfolio and not another portfolio, and the performance of securities purchased for one portfolio may vary from the performance
of securities purchased for other portfolios. A portfolio manager may place transactions on behalf of other accounts that are
directly or indirectly contrary to investment decisions made on behalf of the Fund, or make investment decisions that are similar
to those made for the Fund, both of which have the potential to adversely impact the Fund depending on market conditions. For
example, a portfolio manager may purchase a security in one portfolio while appropriately selling that same security in another
portfolio. In addition, some of these portfolios have fee structures that are or have the potential to be higher than the advisory
fees paid by the Funds, which can cause potential conflicts in the allocation of investment opportunities between the Funds and
the other accounts. However, the compensation structure for portfolio managers does not generally provide incentive to favor one
account over another because that part of a manager’s bonus based on performance is not based on the performance of one
account to the exclusion of others. There are many other factors considered in determining the portfolio managers’ bonus
and there is no formula that is applied to weight the factors listed (see “Compensation”). In addition, current trading
practices do not allow the Advisor to intentionally favor one portfolio over another as trades are executed as trade orders are
received. Portfolio’s rebalancing dates also generally vary between fund families. Program trades created from the portfolio
rebalance are executed at market on close.
Compensation
The Advisor compensates its portfolio
management personnel through a combination of cash remuneration and equity grants. The cash portion consists of market-based base
salary and a year-end discretionary bonus. Base salary is determined by the employee’s experience and performance in the
role, taking into account the ongoing compensation benchmark analyses. Base salary is generally a fixed amount that may change
as a result of an annual review, upon assumption of new duties, or when a market adjustment of the position occurs. The discretionary
cash component is driven by both individual performance and the performance of the firm overall, as measured by assets under management,
revenues, and profitability. The equity component also varies by the experience level of the employee, as well as the timing of
when they joined the firm relative to the firm’s stage in its lifecycle. The amount of equity may increase over time based
on employee performance and other variables.
Ownership of Securities
The portfolio managers do not own
Shares of the Funds.
OTHER SERVICE PROVIDERS
Fund Administrator, Custodian,
Transfer Agent and Securities Lending Agent
The Bank of New York Mellon (“BNY
Mellon”) serves as the Funds’ administrator, custodian, transfer agent and securities lending agent. BNY Mellon’s
principal address is One Wall Street, New York, New York 10286. Under the Fund Administration and Accounting Agreement with the Trust, BNY Mellon provides necessary
administrative, legal, tax, accounting services, and financial reporting for the maintenance and operations of the Trust and each
Fund. BNY Mellon is responsible for maintaining the books and records and calculating the daily net asset value of each Fund. In
addition, BNY Mellon makes available the office space, equipment, personnel and facilities required to provide such services. BNY
Mellon also provides persons satisfactory to the Board to serve as officers of the Trust.
Under the Custody Agreement with the
Trust, BNY Mellon maintains in separate accounts cash, securities and other assets of the Trust and the Funds, keeps all necessary
accounts and records, and provides other services. BNY Mellon is required, upon order of the Trust, to deliver securities held
by BNY Mellon and to make payments for securities purchased by the Trust for the Funds. Under the Custody Agreement, BNY Mellon
is also authorized to appoint certain foreign custodians or foreign custody managers for Fund investments outside the United States.
Pursuant to a Transfer Agency Services
Agreement with the Trust, BNY Mellon acts as transfer agent to the Funds, dividend disbursing agent and shareholder servicing agent
to the Funds.
The Advisor compensates BNY Mellon for
the foregoing services out of the Advisor’s unified management fee.
BNY Mellon also serves as the Trust’s
securities lending agent pursuant to a Securities Lending Authorization Agreement. As compensation for providing securities lending
services, BNY Mellon receives a portion of the income earned by the Funds on collateral investments in connection with the lending
program.
Index Provider
Financial Development HoldCo LLC (“IndexIQ”)
is the index provider for the Funds. IndexIQ was formed as a Delaware limited liability company on June 15, 2007 and is in the
business of developing and maintaining financial indexes, including the Underlying Indexes. Presently, IndexIQ has developed and
is maintaining a number of indexes in addition to the Underlying Indexes. IndexIQ has entered into an index licensing agreement
(the “Licensing Agreement”) with the Advisor to allow the Advisor’s use of the Underlying Indexes for the operation
of the Funds. The Advisor pays licensing fees to IndexIQ from the Advisor’s management fees or other resources. The Advisor
has, in turn, entered into a sub-licensing agreement (the “Sub-Licensing Agreement”) with the Trust to allow the Funds
to utilize the Underlying Indexes. The Funds pay no fees to IndexIQ or the Advisor under the Sub-Licensing Agreement.
Distributor
ALPS Distributors, Inc., the Distributor,
is located at 1290 Broadway, Suite 1100, Denver, Colorado 80203. The Distributor is a broker-dealer registered under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and a member of the Financial Industry Regulatory Authority
(“FINRA”).
Shares will be continuously offered
for sale by the Trust through the Distributor only in whole Creation Units, as described in the section of this SAI entitled “Purchase
and Redemption of Creation Units.” The Distributor
also acts as an agent for the Trust. The Distributor will deliver a prospectus to persons purchasing Shares in Creation Units and
will maintain records of both orders placed with it and confirmations of acceptance furnished by it. The Distributor has no role
in determining the investment policies of the Funds or which securities are to be purchased or sold by the Funds.
The Board of Trustees of the Trust has
adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the 1940 Act. In accordance with its Rule 12b-1 plan, each
Fund is authorized to pay an amount up to 0.10% of its average daily net assets each year to finance activities primarily intended
to result in the sale of Creation Units of each Fund or the provision of investor services. No Rule 12b-1 fees are currently paid
by the Funds and there are no plans to impose these fees. However, in the event Rule 12b-1 fees are charged in the future, they
will be paid out of the respective Fund’s assets, and over time these fees will increase the cost of your investment and
they may cost you more than certain other types of sales charges.
Under the Service and Distribution Plan,
and as required by Rule 12b-1, the Trustees will receive and review after the end of each calendar quarter a written report provided
by the Distributor of the amounts expended under the Plan and the purpose for which such expenditures were made.
The Advisor and its affiliates may,
out of their own resources, pay amounts to third parties for distribution or marketing services on behalf of the Funds. The making
of these payments could create a conflict of interest for a financial intermediary receiving such payments.
Independent Registered Public Accounting
Firm
The Trustees have selected the firm
of Ernst & Young LLP, 5 Times Square, New York, New York 10036-6530, to serve as independent registered public accounting firm
for the Funds for the current fiscal year and to audit the annual financial statements of the Funds, prepare the Funds’ federal,
state and excise tax returns, and consult with the Funds on matters of accounting and federal and state income taxation. The independent
registered public accounting firm will audit the financial statements of the Funds at least once each year. Shareholders will receive
annual audited and semi-annual (unaudited) reports when published and written confirmation of all transactions in their account.
A copy of the most recent Annual Report will accompany the SAI whenever a shareholder or a prospective investor requests it.
Legal Counsel
Katten Muchin Rosenman LLP, 575 Madison
Avenue, New York, New York 10022, serves as legal counsel to the Trust.
CERTAIN CONFLICTS OF INTEREST
IndexIQ and the Advisor have established
policies, procedures, systems and infrastructure to address any potential conflicts of interest that may arise because of IndexIQ,
the Advisor’s parent entity, serving as index provider for the Funds.
IndexIQ maintains policies and procedures
designed to limit or prohibit communication between the employees of IndexIQ with ultimate responsibility for the Underlying Indexes
(the “Index Group”) and the employees of the Advisor with respect to issues related to the maintenance, calculation
and reconstitution of the Underlying Indexes (the “Policies and Procedures”). Furthermore, IndexIQ has retained an
unaffiliated third party to calculate each Underlying Index (the “Calculation Agent”).
Changes to the constituents of the Underlying
Indexes made by IndexIQ or the Calculation Agent will be disclosed by IndexIQ and published on its website at www.indexiq.com.
Any such IndexIQ announcements or website disclosures to the public will be made in such a manner that none of the IndexIQ employees
outside of the Index Group, the Advisor, or a Fund, is notified of actions prior to the general investing public.
IndexIQ, as index provider, has adopted
Policies and Procedures prohibiting its employees from disclosing or using any non-public information acquired through his or her
employment, except as appropriate in connection with the rendering of services to the administration of the Underlying Indexes.
Also, IndexIQ has adopted Policies and Procedures that prohibit and are designed to prevent anyone, including the members of the
Index Group, from disseminating or using non-public information about pending changes to Underlying Indexes constituents or Index
Methodology. These policies specifically prohibit anyone, including the members of the Index Group, from sharing any non-public
information about an Underlying Index with any personnel of the Advisor responsible for management of the related Fund or any affiliated
person. The Advisor also has adopted policies that prohibit personnel responsible for the management of a Fund from sharing any
non-public information about the management of the Fund with any personnel of the Index Group, especially those persons responsible
for creating, monitoring, calculating, maintaining or disseminating its Underlying Index.
In addition, IndexIQ has retained an
unaffiliated third-party Calculation Agent to calculate and maintain the Underlying Indexes on a daily basis. The Calculation Agent
will be instructed to not communicate any non-public information about the Underlying Indexes to anyone, and expressly not to the
personnel of the Advisor responsible for the management of the Funds.
The Index Group personnel responsible
for creating and monitoring the Underlying Indexes, the personnel of the Calculation Agent responsible for calculating and maintaining
the Underlying Indexes, and the portfolio managers responsible for day-to-day portfolio management of the Fund are employees of
separate legal organizations and the Calculation Agent personnel are located in physically separate offices from the Index Group
personnel and portfolio managers. The Calculation Agent is not, and will not be, affiliated with IndexIQ or the Advisor.
Members of the Index Group will not
have access to paper or electronic files used by the Advisor in connection with their portfolio management activities. Neither
the Advisor nor any sub-advisor will have access to the computer systems used by the Calculation Agent, nor to the computer systems
used by the Index Group to monitor, calculate and rebalance the Underlying Indexes. The Advisor has also adopted Policies and Procedures
and a Code of Ethics that require, among other things, any personnel responsible for the management of a Fund and any investment
account to (i) pre-clear all non-exempt personal securities transactions with a designated senior employee of the Advisor, and (ii) require
reporting of securities transactions to such designated employee in accordance with Rule 17j-1 under the 1940 Act and Rule 204A-1
under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).
As of the date of this SAI, the Funds
have not commenced operations and, therefore, not entered into securities transactions.
PORTFOLIO TRANSACTIONS AND BROKERAGE
Subject to the general supervision by
the Board, the Advisor is responsible for decisions to buy and sell securities for the Funds, the selection of brokers and dealers
to effect the transactions, which may be affiliates of the Advisor, and the negotiation of brokerage commissions. The Funds may
execute brokerage or other agency transactions through registered broker-dealers who receive compensation for their services in
conformity with the 1940 Act, the Exchange Act of 1934, and the rules and regulations thereunder. Compensation may also be paid
in connection with riskless principal transactions (in Nasdaq or over-the-counter securities and securities listed on an exchange)
and agency Nasdaq or over-the-counter transactions executed with an electronic communications network or an alternative trading
system.
The Funds will give primary consideration
to obtaining the most favorable prices and efficient executions of transactions in implementing trading policy. Consistent with
this policy, when securities transactions are traded on an exchange, the Funds’ policy will be to pay commissions that are
considered fair and reasonable without necessarily determining that the lowest possible commissions are paid in all circumstances.
The Advisor believes that a requirement always to seek the lowest possible commission cost could impede effective portfolio management
and preclude the Funds from obtaining a high quality of brokerage services. In seeking to determine the reasonableness of brokerage
commissions paid in any transaction, the Advisor will rely upon its experience and knowledge regarding commissions generally charged
by various brokers and on its judgment in evaluating the brokerage and research services received from the broker effecting the
transaction. Such determinations will be necessarily subjective and imprecise, as in most cases an exact dollar value for those
services is not ascertainable.
The Advisor does not consider sales
of Shares by broker-dealers as a factor in the selection of broker-dealers to execute portfolio transactions.
As permitted by Section 28(e) of the
1934 Act, the Advisor may cause a Fund to pay a broker-dealer a commission for effecting a securities transaction for the Fund
that is in excess of the commission that another broker-dealer would have charged for effecting the transaction, if the Advisor
make a good faith determination that the broker’s commission paid by the Fund is reasonable in relation to the value of the
brokerage and research services provided by the broker-dealer, viewed in terms of either the particular transaction or the Advisor’s
overall responsibilities to the Fund and its other investment advisory clients. The practice of using a portion of a Fund’s
commission dollars to pay for brokerage and research services provided to the Advisor is sometimes referred to as “soft dollars.”
Section 28(e) is sometimes referred to as a “safe harbor,” because it permits this practice, subject to a number of
restrictions, including the Advisor’s compliance with certain
procedural requirements and limitations on the type of brokerage and research services that qualify for the safe harbor.
Research products and services may
include, but are not limited to, general economic, political, business and market information and reviews, industry and
company information and reviews, evaluations of securities and recommendations as to the purchase and sale of securities,
financial data on a company or companies, performance and risk measuring services and analysis, stock price quotation
services, computerized historical financial databases and related software, credit rating services, analysis of corporate
responsibility issues, brokerage analysts’ earnings estimates, computerized links to current market data, software
dedicated to research, and portfolio modeling. Research services may be provided in the form of reports, computer-generated
data feeds and other services, telephone contacts, and personal meetings with securities analysts, as well as in the form of
meetings arranged with corporate officers and industry spokespersons, economists, academics and governmental representatives.
Brokerage products and services assist in the execution, clearance and settlement of securities transactions, as well as
functions incidental thereto, including but not limited to related communication and connectivity services and equipment,
software related to order routing, market access, algorithmic trading, and other trading activities. On occasion, a
broker-dealer may furnish the Advisor with a service that has a mixed use (that is, the service is used both for brokerage
and research activities that are within the safe harbor and for other activities). In this case, the Advisor is required to
reasonably allocate the cost of the service, so that any portion of the service that does not qualify for the safe harbor is
paid for by the Advisor from its own funds, and not by portfolio commissions paid by the Fund.
Research products and services provided
to the Advisor by broker-dealers that effect securities transactions for the Funds may be used by the Advisor in servicing all
of its accounts. Accordingly, not all of these services may be used by the Advisor in connection with the Funds. Some of these
products and services are also available to the Advisor for cash, and some do not have an explicit cost or determinable value.
The research received does not reduce the advisory fees paid to the Advisor for services provided to the Funds. The Advisor’s
expenses would likely increase if the Advisor had to generate these research products and services through its own efforts, or
if it paid for these products or services itself.
As of the date of this SAI, the Funds have
not commenced operations and, therefore, not entered into securities transactions.
DISCLOSURE OF PORTFOLIO HOLDINGS
Portfolio Disclosure Policy
The Trust has adopted a Portfolio Holdings
Policy (the “Policy”) designed to govern the disclosure of Fund portfolio holdings and the use of material non-public
information about Fund holdings. The Policy applies to all officers, employees and agents of the Funds, including the Advisor.
The Policy is designed to ensure that the disclosure of information about each Fund’s portfolio holdings is consistent with
applicable legal requirements and otherwise in the best interest of each Fund.
As ETFs, information about each Fund’s
portfolio holdings is made available on a daily basis in accordance with the provisions of any Order of the Securities and Exchange
Commission (the “SEC”) applicable to the Funds, regulations of the Funds’ listing Exchange and other applicable
SEC regulations, orders and no-action relief. Such information typically reflects all or a portion of a Fund’s anticipated
portfolio holdings as of the next Business Day (as defined below). This information is 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 (the “NSCC”) and/or third party service providers.
Each Fund will disclose on the Funds’
website (www.indexiq.com) at the start of each Business Day the identities and quantities of the securities and other assets held
by each Fund that will form the basis of the Fund’s calculation of its net asset value (the “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 and/or
trades that have been completed prior to the opening of business on that Business Day and that are expected to settle on the Business
Day. Online disclosure of such holdings is publicly available at no charge.
Daily access to each Fund’s portfolio
holdings is permitted to personnel of the Advisor, the Distributor and the Funds’ administrator, custodian and accountant
and other agents or service providers of the trust who have need of such information in connection with the ordinary course of
their respective duties to the Funds. The Funds Chief Compliance Officer may authorize disclosure of portfolio holdings.
Each Fund will disclose its complete
portfolio holdings schedule in public filings with the SEC on a quarterly basis, based on the Fund’s fiscal year, within
sixty (60) days of the end of the quarter, and will provide that information to shareholders, as required by federal securities
laws and regulations thereunder.
No person is authorized to disclose
a Fund’s portfolio holdings or other investment positions except in accordance with the Policy. The Trust’s Board reviews
the implementation of the Policy on a periodic basis.
INDICATIVE INTRA-DAY VALUE
The approximate value of the Funds’
investments on a per-Share basis, the Indicative Intra-Day Value or IIV, is disseminated by the Exchange every 15 seconds during
hours of trading on the Exchange. The IIV should not be viewed as a “real-time” update of NAV because the IIV will
be calculated by an independent third party calculator and may not be calculated in the exact same manner as NAV, which is computed
daily.
The Exchange calculates the IIV during
hours of trading on the Exchange by dividing the “Estimated Fund Value” as of the time of the calculation by the total
number of outstanding Shares. “Estimated Fund Value” is the sum of the estimated amount of cash held in a Fund’s
portfolio, the estimated amount of accrued interest owing to a Fund and the estimated value of the securities held in a Fund’s
portfolio, minus the estimated amount of liabilities. The IIV will be calculated based on the same portfolio holdings disclosed
on the Funds’ website. In determining the estimated value for
each of the component securities, the IIV will use last sale, market prices or other methods that would be considered appropriate
for pricing equity securities held by registered investment companies.
Although Funds provide the independent
third party calculator with information to calculate the IIV, the Funds are not involved in the actual calculation of the IIV and
are not responsible for the calculation or dissemination of the IIV. The Funds make no warranty as to the accuracy of the IIV.
ADDITIONAL INFORMATION CONCERNING
SHARES
Organization and Description of Shares
of Beneficial Interest
The Trust is a Delaware statutory trust
and registered investment company. The Trust was organized on July 1, 2008, and has authorized capital of an unlimited number of
shares of beneficial interest of no par value that may be issued in more than one class or series.
Under Delaware law, the Trust is not
required to hold an annual shareholders meeting if the 1940 Act does not require such a meeting. Generally, there will not be annual
meetings of Trust shareholders. If requested by shareholders of at least 10% of the outstanding Shares of the Trust, the Trust
will call a meeting of the Trust’s shareholders for the purpose of voting upon the question of removal of a Trustee and will
assist in communications with other Trust shareholders. Shareholders holding two-thirds of Shares outstanding may remove Trustees
from office by votes cast at a meeting of Trust shareholders or by written consent.
All Shares will be freely transferable;
provided, however, that Shares may not be redeemed individually, but only in Creation Units. The Shares will not have preemptive
rights or cumulative voting rights, and none of the Shares will have any preference to conversion, exchange, dividends, retirements,
liquidation, redemption or any other feature. Shares have equal voting rights, except that, if the Trust creates additional funds,
only Shares of that fund may be entitled to vote on a matter affecting that particular fund. Trust shareholders are entitled to
require the Trust to redeem Creation Units if such shareholders are Authorized Participants. The Declaration of Trust confers upon
the Board the power, by resolution, to alter the number of Shares constituting a Creation Unit or to specify that Shares of the
Trust may be individually redeemable. The Trust reserves the right to adjust the stock prices of Shares to maintain convenient
trading ranges for investors. Any such adjustments would be accomplished through stock splits or reverse stock splits which would
have no effect on the net assets of the Funds.
The Trust’s Declaration of Trust
disclaims liability of the shareholders or the officers of the Trust for acts or obligations of the Trust which are binding only
on the assets and property of the Trust. The Declaration of Trust provides for indemnification by the Trust for all loss and expense
of the Funds’ shareholders held personally liable for the obligations of the Trust. The risk of a Trust’s shareholder
incurring financial loss on account of shareholder liability is limited to circumstances in which the Funds themselves would not
be able to meet the Trust’s obligations and this risk should be considered remote. If a Fund does not grow to a size to permit
it to be economically viable, the Fund may cease operations. In such an event, shareholders may be required to liquidate or transfer their
Shares at an inopportune time and shareholders may lose money on their investment.
Book Entry Only System
DTC will act as securities depositary
for the Shares. The Shares of the Fund are represented by global securities registered in the name of DTC or its nominee and deposited
with, or on behalf of, DTC. Except as provided below, certificates will not be issued for Shares.
DTC has advised the Trust as follows:
DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law,
a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial
Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds and
provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues and
money market instruments (from over 100 countries). DTC was created to hold securities of its participants (the “DTC Participants”)
and to facilitate the clearance and settlement of securities transactions among the DTC Participants in such securities through
electronic computerized book-entry transfers and pledges in accounts of DTC Participants, thereby eliminating the need for physical
movement of securities certificates. DTC Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust &
Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, the NSCC and Fixed Income Clearing Corporation,
all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. More specifically, DTCC
is owned by a number of its DTC Participants and by the New York Stock Exchange, Inc., the NYSE Alternext US (formerly known as
the American Stock Exchange LLC) (the “Alternext”) and FINRA.
Access to DTC system is also available
to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that
clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly (“Indirect Participants”).
DTC agrees with and represents to DTC Participants that it will administer its book-entry system in accordance with its rules and
bylaws and requirements of law. Beneficial ownership of Shares will be 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”) will be shown on, and the transfer of ownership
will be effected only through, records maintained by DTC (with respect to DTC Participants) and on the records of DTC Participants
(with respect to Indirect Participants and Beneficial Owners that are not DTC Participants). Beneficial Owners will receive from
or through DTC Participant a written confirmation relating to their purchase of Shares. The laws of some jurisdictions may require
that certain purchasers of securities take physical delivery of such securities in definitive form. Such laws may impair the ability
of certain investors to acquire beneficial interests in Shares.
Beneficial Owners of Shares will not
be entitled to have Shares registered in their names, will not receive or be entitled to receive physical delivery of certificates
in definitive form and are not considered the registered holders of
the Shares. Accordingly, each Beneficial Owner must rely on the procedures of DTC, DTC Participants and any Indirect Participants
through which such Beneficial Owner holds its interests in order to exercise any rights of a holder of Shares. The Trust understands
that under existing industry practice, in the event the Trust requests any action of holders of Shares, or a Beneficial Owner desires
to take any action that DTC, as the record owner of all outstanding Shares, is entitled to take, DTC would authorize the DTC Participants
to take such action and that the DTC Participants would authorize the Indirect Participants and Beneficial Owners acting through
such DTC Participants to take such action and would otherwise act upon the instructions of Beneficial Owners owning through them.
DTC, through its nominee Cede & Co., is the record owner of all outstanding Shares.
Conveyance of all notices, statements
and other communications to Beneficial Owners will be effected as follows. DTC will make available to the Trust upon request and
for a fee to be charged to the Trust a listing of Shares holdings of 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 will 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. Beneficial Owners may wish to take certain steps to augment the transmission
to them of notices of significant events with respect to Shares by providing their names and addresses to the DTC registrar and
request that copies of notices be provided directly to them.
Distributions of Shares shall be made
to DTC or its nominee, Cede & Co., as the registered holder of all Shares. DTC or its nominee, upon receipt of any such distributions,
shall immediately credit DTC Participants’ accounts with payments in amounts proportionate to their respective beneficial
interests in Shares as shown on the records of DTC or its nominee. Payments by DTC Participants to Indirect Participants and Beneficial
Owners of Shares held through such DTC Participants will be governed by standing instructions and customary practices, as is now
the case with securities held for the accounts of customers in bearer form or registered in a “street name,” and will
be the responsibility of such DTC Participants. The Trust has no responsibility or liability for any aspects of the records relating
to or notices to Beneficial Owners, or payments made on account of beneficial ownership interests in such Shares, or for maintaining,
supervising or reviewing any records relating to such beneficial ownership interests or for any other aspect of the relationship
between DTC and the DTC Participants or the relationship between such DTC Participants and the Indirect Participants and Beneficial
Owners owning through such DTC Participants.
DTC may determine to discontinue providing
its service with respect to Shares at any time by giving reasonable notice to the Trust and discharging its responsibilities with
respect thereto under applicable law. Under such circumstances, the Trust shall take action either to find a replacement for DTC
to perform its functions at a comparable cost or, if such a replacement is unavailable, to issue and deliver printed
certificates representing ownership of Shares, unless the Trust makes other arrangements with respect thereto satisfactory to the
Alternext.
DTC rules applicable to DTC Participants
are on file with the SEC. More information about DTC can be found at www.dtcc.com and www.dtc.org.
PURCHASE AND REDEMPTION OF CREATION
UNITS
Creation
The Trust issues and sells Shares of
each Fund only in Creation Units on a continuous basis on any Business Day through the Distributor at the Shares’ NAV next
determined after receipt of an order in proper form. The Distributor processes purchase orders only on a day that the Exchange
is open for trading (a “Business Day”). The Exchange is open for trading Monday through Friday except for 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.
Deposit of Securities and Deposit
or Delivery of Cash
The consideration for purchase of Creation
Units of a Fund generally consists of the Deposit Securities for each Creation Unit constituting a substantial replication, or
representation, of the securities included in the relevant Fund’s portfolio as selected by the Advisor (“Fund Securities”)
and the Cash Component computed as described below. Together, the Deposit Securities and the Cash Component constitute the “Fund
Deposit,” which represents the minimum investment amount for a Creation Unit of a Fund.
The Cash Component serves to compensate
the Trust or the Authorized Participant, as applicable, for any differences between the NAV per Creation Unit and the Deposit Amount
(as defined below). The Cash Component is an amount equal to the difference between the NAV of the Fund Shares (per Creation Unit)
and the “Deposit Amount,” an amount equal to the market value of the Deposit Securities. If the Cash Component is a
positive number (
i.e.
, the NAV per Creation Unit exceeds the Deposit Amount), the Authorized Participant will deliver the
Cash Component. If the Cash Component is a negative number (
i.e.
, the NAV per Creation Unit is less than the Deposit Amount),
the Authorized Participant will receive the Cash Component.
In addition, the Trust reserves the
right to permit or require the substitution of an amount of cash (that is a “cash in lieu” amount) to be added to the
Cash Component to replace any Deposit Security which may not be available in sufficient quantity for delivery or that may not be
eligible for transfer through the systems of DTC or the Clearing Process (discussed below) or for other similar reasons. The Trust
also reserves the right to permit or require a “cash in lieu” amount where the delivery of Deposit Securities by the
Authorized Participant (as described below) would be restricted under the securities laws or where delivery of Deposit Securities
to the Authorized Participant would result in the disposition of Deposit Securities by the Authorized Participant becoming restricted
under the securities laws, and in certain other situations.
The Custodian through the NSCC (see
the section of this SAI entitled “Purchase and Redemption of Creation Units—Creation—Procedures for Creation
of Creation Units”), makes available on each Business Day, prior to the opening of business on the Exchange (currently 9:30
a.m. New York time), the list of the name and the required number of shares of each Deposit Security to be included in the current
Fund Deposit (based on information at the end of the previous Business Day) for each Fund. This Fund Deposit is applicable, subject
to any adjustments as described below, to orders to effect creations of Creation Units of the Fund until such time as the next-announced
composition of the Deposit Securities is made available.
The identity and number of shares of
the Deposit Securities required for a Fund Deposit for each Fund changes as rebalancing adjustments and corporate action events
are reflected within the Fund from time to time by the Advisor, with a view to the investment objective of the Fund. In addition,
the Trust reserves the right to permit the substitution of an amount of cash —
i.e.
, a “cash in lieu”
amount — to be added to the Cash Component to replace any Deposit Security that may not be available in sufficient quantity
for delivery or that may not be eligible for transfer through the systems of DTC or the Clearing Process (discussed below), or
which might not be eligible for trading by an Authorized Participant (as defined below) or the investor for which it is acting
or other relevant reason.
In addition to the list of names and
number of securities constituting the current Deposit Securities of a Fund Deposit, the Custodian, through the NSCC, also makes
available on each Business Day the estimated Cash Component, effective through and including the previous Business Day, per outstanding
Creation Unit of the Fund.
Procedures for Creation of Creation
Units
All orders to create Creation Units
must be placed with the Distributor either (1) through Continuous Net Settlement System of the NSCC (the “Clearing Process”),
a clearing agency that is registered with the SEC, by a “Participating Party,”
i.e.,
a broker-dealer or other
participant in the Clearing Process; or (2) outside the Clearing Process by a DTC Participant (see the section of this SAI entitled
“Additional Information Concerning Shares — Book Entry Only System”). In each case, the Participating Party or
the DTC Participant must have executed an agreement with the Distributor with respect to creations and redemptions of Creation
Units (a “Participant Agreement”); such parties are collectively referred to as “APs” or “Authorized
Participants.” Investors should contact the Distributor for the names of Authorized Participants. All Fund Shares, whether
created through or outside the Clearing Process, will be entered on the records of DTC in the name of Cede & Co. for the account
of a DTC Participant.
The Distributor will process orders
to purchase Creation Units received by U.S. mail, telephone, facsimile and other electronic means of communication by the closing
time of the regular trading session on the Exchange (the “Closing Time”) (normally 4:00 p.m. New York time), as long
as they are in proper form. Mail is received periodically throughout the day. An order sent by U.S. mail will be opened and time
stamped when it is received. If an order to purchase Creation Units is received in proper form by Closing Time, then it will be
processed that day. Purchase orders received in proper form after Closing Time will be processed on the following Business Day
and will be priced at the NAV determined on that day. Custom orders must be received by the Distributor no later than 3:00 p.m.
New York time on the trade date. A custom order may be placed by an Authorized Participant in the event that the Trust permits
the substitution of an amount of cash to be added to the Cash Component to replace any Deposit Security which may not be available
in sufficient quantity for delivery or which may not be eligible for trading by such Authorized Participant or the investor for
which it is acting or other relevant reason. The date on which an order to create Creation Units (or an order to redeem Creation
Units, as discussed below) is placed is referred to as the “Transmittal Date.” Orders must be transmitted by an Authorized
Participant by telephone or other transmission method acceptable to the Distributor pursuant to procedures set forth in the Participant
Agreement, as described below in
the sections of this SAI entitled “Purchase and Redemption of Creation Units—Placement
of Creation Orders Using the Clearing Process” and “Purchase and Redemption of Creation Units—Placement of Creation
Orders Outside the Clearing Process.”
All orders to create Creation Units
from investors who are not Authorized Participants shall be placed with an Authorized Participant in the form required by such
Authorized Participant. In addition, the Authorized Participant may request the investor to make certain representations or enter
into agreements with respect to the order,
e.g.
, to provide for payments of cash, when required. Investors should be aware
that their particular broker may not have executed a Participant Agreement and, therefore, orders to create Creation Units of a
Fund have to be placed by the investor’s broker through an Authorized Participant that has executed a Participant Agreement.
In such cases there may be additional charges to such investor. At any given time, there may be only a limited number of broker-dealers
that have executed a Participant Agreement.
Those placing orders for Creation Units
through the Clearing Process should afford sufficient time to permit proper submission of the order to the Distributor prior to
the Closing Time on the Transmittal Date. Orders for Creation Units that are effected outside the Clearing Process are likely to
require transmittal by the DTC Participant earlier on the Transmittal Date than orders effected using the Clearing Process. Those
persons placing orders outside the Clearing Process should ascertain the deadlines applicable to DTC and the Federal Reserve Bank
wire system by contacting the operations department of the broker or depository institution effectuating such transfer of the Fund
Deposit. For more information about Clearing Process and DTC, see the sections of this SAI entitled “Purchase and Redemption
of Creation Units—Creation—Placement of Creation Orders Using the Clearing Process” and “Purchase and Redemption
of Creation Units—Creation—Placement of Creation Orders Outside the Clearing Process.”
Placement of Creation Orders Using
the Clearing Process
The Clearing Process is the process
of creating or redeeming Creation Units through the Continuous Net Settlement System of the NSCC. Fund Deposits made through the
Clearing Process must be delivered through a Participating Party that has executed a Participant Agreement. The Participant Agreement
authorizes the Distributor to transmit through the Custodian to NSCC, on behalf of the Participating Party, such trade instructions
as are necessary to effect the Participating Party’s creation order. Pursuant to such trade instructions to NSCC, the Participating
Party agrees to deliver the Fund Deposit to the Trust, together with such additional information as may be required by the Distributor.
An order to create Creation Units through the Clearing Process is deemed received
by the Distributor on the Transmittal Date if (1) such order is received by the Distributor not later than the Closing Time on
such Transmittal Date and (2) all other procedures set forth in the Participant Agreement are properly followed.
Placement of Creation Orders Outside
the Clearing Process
Fund Deposits made outside the Clearing
Process must be delivered through a DTC Participant that has executed a Participant Agreement. A DTC Participant who wishes to
place an order creating Creation Units to be effected outside the Clearing Process does not need to be a
Participating Party, but
such orders must state that the DTC Participant is not using the Clearing Process and that the creation of Creation Units will
instead be effected through a transfer of securities and cash directly through DTC. The Fund Deposit transfer must be ordered by
the DTC Participant on the Transmittal Date in a timely fashion so as to ensure the delivery of the requisite number of Deposit
Securities through DTC to the account of the Fund by no later than 11:00 a.m. New York time on the next Business Day following
the Transmittal Date (the “DTC Cut-Off-Time”).
All questions as to the number of Deposit
Securities to be delivered, and the validity, form and eligibility (including time of receipt) for the deposit of any tendered
securities, will be determined by the Trust, whose determination shall be final and binding. The amount of cash equal to the Cash
Component must be transferred directly to the Custodian through the Federal Reserve Bank wire transfer system in a timely manner
so as to be received by the Custodian no later than 2:00 p.m. New York time on the next Business Day following the Transmittal
Date. An order to create Creation Units outside the Clearing Process is deemed received by the Distributor on the Transmittal Date
if (1) such order is received by the Distributor not later than the Closing Time on such Transmittal Date and (2) all other procedures
set forth in the Participant Agreement are properly followed. However, if the Custodian does not receive both the required Deposit
Securities and the Cash Component by 11:00 a.m. and 2:00 p.m., respectively, on the next Business Day following the Transmittal
Date, such order will be canceled. Upon written notice to the Distributor, such canceled order may be resubmitted the following
Business Day using a Fund Deposit as newly constituted to reflect the then-current Deposit Securities and Cash Component. The delivery
of Creation Units so created will occur no later than the third Business Day following the day on which the purchase order is deemed
received by the Distributor.
Additional transaction fees may be imposed
with respect to transactions effected through a DTC participant outside the Clearing Process and in the limited circumstances in
which any cash can be used in lieu of Deposit Securities to create Creation Units. See the section of this SAI entitled “Purchase
and Sale of Creation Units—Creation—Creation Transaction Fee.”
Creation Units may be created in advance
of receipt by the Trust of all or a portion of the applicable Deposit Securities. In these circumstances, the initial deposit will
have a value greater than the NAV of the Fund Shares on the date the order is placed in proper form since, in addition to available
Deposit Securities, cash must be deposited in an amount equal to the sum of (1) the Cash Component plus (2) 125% of the then-current
market value of the undelivered Deposit Securities (the “Additional Cash Deposit”). The order shall be deemed to be
received on the Business Day on which the order is placed
provided that the order is placed in proper form prior to Closing Time and funds in the appropriate amount are deposited with the
Custodian by 11:00 a.m. New York time the following Business Day. If the order is not placed in proper form by Closing Time or
funds in the appropriate amount are not received by 11:00 a.m. the next Business Day, then the order may be deemed to be canceled
and the Authorized Participant shall be liable to the Fund for losses, if any, resulting therefrom. An additional amount of cash
shall be required to be deposited with the Trust, pending receipt of the undelivered Deposit Securities to the extent necessary
to maintain the Additional Cash Deposit with the Trust in an amount at least equal to 125% of the daily marked-to-market value
of the undelivered Deposit Securities. To the
extent that undelivered Deposit Securities are not received by 1:00 p.m. New York
time on the third Business Day following the day on which the purchase order is deemed received by the Distributor, or in the event
a marked-to-market payment is not made within one Business Day following notification by the Distributor that such a payment is
required, the Trust may use the cash on deposit to purchase the undelivered Deposit Securities. Authorized Participants will be
liable to the Trust and the Fund for the costs incurred by the Trust in connection with any such purchases. These costs will be
deemed to include the amount by which the actual purchase price of the Deposit Securities exceeds the market value of such Deposit
Securities on the day the purchase order was deemed received by the Distributor plus the brokerage and related transaction costs
associated with such purchases. The Trust will return any unused portion of the Additional Cash Deposit once all of the undelivered
Deposit Securities have been properly received by the Custodian or purchased by the Trust and deposited into the Trust. In addition,
a transaction fee will be charged in all cases. See the section of this SAI entitled “Purchase and Redemption of Creation
Units—Creation—Creation Transaction Fee.” The delivery of Creation Units so created will occur no later than
the third Business Day following the day on which the purchase order is deemed received by the Distributor.
Acceptance of Orders for Creation
Units
The Trust reserves the absolute right
to reject a creation order transmitted to it by the Distributor if: (1) the order is not in proper form; (2) the investor(s), upon
obtaining the Fund Shares ordered, would own 80% or more of the currently outstanding Shares of any Fund; (3) the Deposit Securities
delivered are not as disseminated for that date by the Custodian, as described above; (4) acceptance of the Deposit Securities
would have certain adverse tax consequences to the Fund; (5) acceptance of the Fund Deposit would, in the opinion of counsel, be
unlawful; (6) acceptance of the Fund Deposit would otherwise, in the discretion of the Trust or the Advisor, have an adverse effect
on the Trust or the rights of beneficial owners; or (7) there exist circumstances outside the control of the Trust, the Custodian,
the Distributor and the Advisor that make it for all practical purposes impossible to process creation orders. Examples of such
circumstances include acts of God; public service or utility problems such as fires, floods, extreme weather conditions and power
outages resulting in telephone, telecopy and computer failures; market conditions or activities causing trading halts; systems
failures involving computer or other information systems affecting the Trust, the Advisor, the Distributor, DTC, NSCC, the Custodian
or sub-custodian or any other participant in the creation process and similar extraordinary events. The Distributor shall notify
a prospective creator of a Creation Unit and/or the Authorized Participant acting on behalf of such prospective creator of its
rejection of the order. The Trust, the Custodian, any 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 the failure to give any
such notification. All questions as to the number of shares of each security in the Deposit Securities and the validity, form,
eligibility and acceptance for deposit of any securities to be delivered shall be determined by the Trust and the Trust’s
determination shall be final and binding.
Creation Units typically are issued
on a “T+3 basis” (that is three Business Days after trade date).
To the extent contemplated by an Authorized
Participant’s agreement with the Distributor, the Trust will issue Creation Units to such Authorized Participant notwithstanding
the fact that the corresponding Portfolio Deposits have not been received in part or in whole, in reliance on the undertaking of
the Authorized Participant to deliver the missing Deposit Securities as soon as possible, which undertaking shall be secured by
such Authorized Participant’s delivery and maintenance of collateral having a value equal to 110%, which the Adviser may
change from time to time, of the value of the missing Deposit Securities in accordance with the Trust’s then-effective procedures.
Such collateral must be delivered no later than 2:00 p.m., Eastern Time, on the contractual settlement date. The only collateral
that is acceptable to the Trust is cash in U.S. Dollars or an irrevocable letter of credit in form, and drawn on a bank, that is
satisfactory to the Trust. The cash collateral posted by the Authorized Participant may be invested at the risk of the Authorized
Participant, and income, if any, on invested cash collateral will be paid to that Authorized Participant. Information concerning
the Trust’s current procedures for collateralization of missing Deposit Securities is available from the Distributor. The
Authorized Participant Agreement will permit the Trust to buy the missing Deposit Securities at any time and will subject the Authorized
Participant to liability for any shortfall between the cost to the Trust of purchasing such securities and the cash collateral
or the amount that may be drawn under any letter of credit.
In certain cases, Authorized Participants
will create and redeem Creation Units on the same trade date. In these instances, the Trust reserves the right to settle these
transactions on a net basis. All questions as to the number of shares of each security in the Deposit Securities and the validity,
form, eligibility and acceptance for deposit of any securities to be delivered shall be determined by the Trust, and the Trust’s
determination shall be final and binding.
Creation Transaction Fee
Investors will be required to pay to
the Custodian a fixed transaction fee (the “Creation Transaction Fee”) to offset the transfer and other transaction
costs associated with the issuance of Creation Units. The standard creation transaction fee will be the same regardless of the
number of Creation Units purchased by an investor on the applicable Business Day. The Creation Transaction Fee for each creation
order is set forth below:
|
|
|
|
Fund Name
|
Creation Transaction Fee
|
|
IQ Fastest Growing Companies ETF
|
$500
|
|
IQ Innovation Leaders ETF
|
$500
|
|
|
|
An additional variable fee of up to
four times the fixed transaction fee (expressed as a percentage of the value of the Deposit Securities) may be imposed for (1)
creations effected outside the Clearing Process and (2) cash creations (to offset the Trust’s brokerage and other transaction
costs associated with using cash to purchase the requisite Deposit Securities). Investors are responsible for the costs of transferring
the securities constituting the Deposit Securities to the account of the Trust.
In order to seek to replicate the in-kind
creation order process for creation orders executed in whole or in part with cash, the Trust expects to purchase, in the secondary
market or otherwise gain exposure to, the portfolio securities that could have been delivered as a result of an in-kind creation
order pursuant to local law or market convention, or for other reasons (“Creation Market Purchases”). In such cases
where the Trust makes Creation? Market Purchases, the Authorized Participant will reimburse the Trust for, among other things,
any difference between the market value at which the securities and/or financial instruments were purchased by the Trust and the
cash-in-lieu amount, applicable registration fees, brokerage commissions and certain taxes.
Redemption
The process to redeem Creation Units
is essentially the reverse of the process by which Creation Units are created, as described above. To redeem Shares directly from
the Funds, an investor must be an Authorized Participant or must redeem through an Authorized Participant. The Trust redeems Creation
Units on a continuous basis on any Business Day through the Distributor at the Shares’ NAV next determined after receipt
of an order in proper form. A Fund will not redeem Shares in amounts less than Creation Units. Authorized Participants must accumulate
enough Shares in the secondary market to constitute a Creation Unit in order to have such Shares redeemed by the Trust. There can
be no assurance, however, that there will be sufficient liquidity in the public trading market at any time to permit assembly of
a Creation Unit.
With respect to a Fund, the Custodian,
through the NSCC, makes available prior to the opening of business on the Exchange (currently 9:30 a.m. New York time) on each
Business Day, the identity of the Fund Securities that will be applicable (subject to possible amendment or correction) to redemption
requests received in proper form (as described below) on that day. Fund Securities received on redemption may not be identical
to Deposit Securities that are applicable to creations of Creation Units. Unless cash redemptions are available or specified for
a Fund, the redemption proceeds for a Creation Unit generally consist of Fund Securities — as announced on the Business Day
the request for redemption is received in proper form — plus or minus cash in an amount equal to the difference between the
NAV of the Fund Shares being redeemed, as next determined after a receipt of a redemption request in proper form, and the value
of the Fund Securities (the “Cash Redemption Amount”), less a redemption transaction fee (see the section of this SAI entitled
“Purchase and Redemption of Creation Units—Redemption—Redemption Transaction Fee”).
The right of redemption may be suspended
or the date of payment postponed (1) for any period during which the Exchange is closed (other than customary weekend and holiday
closings); (2) for any period during which trading on the 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 a Fund’s NAV is not reasonably
practicable; or (4) in such other circumstances as is permitted by the SEC.
Deliveries of redemption proceeds by
the Fund generally will be made within three Business Days (that is “T+3”). However, as discussed in Appendix B, the
Fund reserves the right to settle redemption transactions and deliver redemption proceeds on a basis other than T+3 to accommodate
foreign market holiday schedules, to account for different treatment among foreign and U.S. markets of dividend record dates and
dividend ex-dates (that is the last date the holder of a security can sell the security and still receive dividends payable on
the security sold), and in certain other circumstances.
In the event that cash redemptions are
permitted or required by the Trust, proceeds will be paid to the Authorized Participant redeeming shares on behalf of the redeeming
investor as soon as practicable after the date of redemption (within seven calendar days thereafter).
Placement of Redemption Orders Using
the Clearing Process
Orders to redeem Creation Units through
the Clearing Process must be delivered through an Authorized Participant that has executed a Participant Agreement. Investors other
than Authorized Participants are responsible for making arrangements with an Authorized Participant for an order to redeem. An
order to redeem Creation Units is deemed received by the Trust on the Transmittal Date if: (1) such order is received by the Distributor
not later than Closing Time on such Transmittal Date; and (2) all other procedures set forth in the Participant Agreement are properly
followed. Such order will be effected based on the NAV of the relevant Fund as next determined. An order to redeem Creation Units
using the Clearing Process made in proper form but received by the Distributor after Closing Time will be deemed received on the
next Business Day immediately following the Transmittal Date and will be effected at the NAV determined on such next Business Day.
The requisite Fund Securities and the Cash Redemption Amount will be transferred by the third NSCC business day following the date
on which such request for redemption is deemed received.
Placement of Redemption Orders Outside
the Clearing Process
Orders to redeem Creation Units outside
the Clearing Process must be delivered through a DTC Participant that has executed the Participant Agreement. A DTC Participant
who wishes to place an order for redemption of Creation Units to be effected outside the Clearing Process does not need to be a
Participating Party, but such orders must state that the DTC Participant is not using the Clearing Process and that redemption
of Creation Units will instead be effected through transfer of Fund Shares directly through DTC. An order to redeem Creation Units
outside the Clearing Process is deemed received
by the Distributor on the Transmittal Date if (1) such order is received by the Distributor not later than Closing Time on such
Transmittal Date; (2) such order is accompanied or followed by the requisite number of Fund Shares, which delivery must be made
through DTC to the Custodian no later than the DTC Cut-Off-Time, and the Cash Redemption Amount, if owed to the Fund, which delivery
must be made by 2:00 p.m. New York Time; and (3) all other procedures set forth in the Participant Agreement are properly followed.
After the Distributor receives an order for redemption outside the Clearing Process, the Distributor will initiate procedures to
transfer the requisite Fund Securities which are expected to be delivered and the Cash Redemption Amount, if any, by the third
Business Day following the Transmittal Date.
The calculation of the value of the
Fund Securities and the Cash Redemption Amount to be delivered or received upon redemption (by the Authorized Participant or the
Trust, as applicable) will be made by the Custodian according to the procedures set forth the section of this SAI entitled “Determination
of Net Asset Value” computed on the Business Day on which a redemption order is deemed received by the Distributor. Therefore,
if a redemption order in proper form is submitted to the Distributor by a DTC Participant not later than Closing Time on the Transmittal
Date, and the requisite number of Shares of the Fund are delivered to the
Custodian prior to the DTC Cut-Off-Time, then the value
of the Fund Securities and the Cash Redemption Amount to be delivered or received (by the Authorized Participant or the Trust,
as applicable) will be determined by the Custodian on such Transmittal Date. If, however, either (1) the requisite number of Shares
of the relevant Fund are not delivered by the DTC Cut-Off-Time, as described above, or (2) the redemption order is not submitted
in proper form, then the redemption order will not be deemed received as of the Transmittal Date. In such case, the value of the
Fund Securities and the Cash Redemption Amount to be delivered or received will be computed on the Business Day following the Transmittal
Date provided that the Fund Shares of the relevant Fund are delivered through DTC to the Custodian by 11:00 a.m. New York time
the following Business Day pursuant to a properly submitted redemption order.
If it is not possible to effect deliveries
of the Fund Securities, the Trust may in its discretion exercise its option to redeem Fund Shares in cash, and the redeeming Authorized
Participant will be required to receive its redemption proceeds in cash. In addition, an investor may request a redemption in cash
that the Trust may, in its sole discretion, permit. In either case, the investor will receive a cash payment equal to the NAV of
its Fund Shares based on the NAV of Shares of the relevant Fund next determined after the redemption request is received in proper
form (minus a transaction fee which will include an additional charge for cash redemptions to offset the Fund’s brokerage
and other transaction costs associated with the disposition of Fund Securities). A Fund may also, in its sole discretion, upon
request of a shareholder, provide such redeemer a portfolio of securities that differs from the exact composition of the Fund Securities,
or cash in lieu of some securities added to the Cash Redemption Amount, but in no event will the total value of the securities
delivered and the cash transmitted differ from the NAV. Redemptions of Fund Shares for Fund Securities will be subject to compliance
with applicable 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 Trust could not lawfully deliver specific Fund Securities upon
redemptions or could not do so without first registering the Fund Securities under such laws. An Authorized Participant or an investor
for which it is acting that is subject to a legal restriction with
respect to a particular security included in the Fund Securities applicable to the redemption of a Creation Unit may be paid an
equivalent amount of cash. The Authorized Participant may request the redeeming Beneficial Owner of the Fund Shares to complete
an order form or to enter into agreements with respect to such matters as compensating cash payment, beneficial ownership of shares
or delivery instructions.
Redemption Transaction Fee
Investors will be required to pay to
the Custodian a fixed transaction fee (the “Redemption Transaction Fee”) to offset the transfer and other transaction
costs associated with the redemption of Creation Units. The standard redemption transaction fee will be the same regardless of
the number of Creation Units redeemed by an investor on the applicable Business Day. The Redemption Transaction Fee for each redemption
order is set forth below:
|
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Fund Name
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Redemption Transaction Fee
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IQ Fastest Growing Companies ETF
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$500
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IQ Innovation Leaders ETF
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$500
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|
An additional variable fee of up to
four times the fixed transaction fee (expressed as a percentage value of the Fund Securities) may be imposed for (1) redemptions
effected outside the Clearing Process and (2) cash redemptions (to offset the Trust’s brokerage and other transaction costs
associate with the sale of Fund Securities). Investors will also bear the costs of transferring the Fund Securities from the Trust
to their account or on their order.
In order to seek to replicate the in-kind
redemption order process for creation orders executed in whole or in part with cash, the Trust expects to sell, in the secondary
market, the portfolio securities or settle any financial instruments that may not be permitted to be re-registered in the name
of the Participating Party as a result of an in-kind redemption order pursuant to local law or market convention, or for other
reasons (“Market Sales”). In such cases where the Trust makes Market Sales, the Authorized Participant will reimburse
the Trust for, among other things, any difference between the market value at which the securities and/or financial instruments
were sold or settled by the Trust and the cash-in-lieu amount, applicable registration fees, brokerage commissions and certain
taxes.
Cash Creations and Redemptions
The Trust reserves the right to offer
a “cash” option for creations and redemptions of all Fund Shares, although it has no current intention of doing so.
In each instance of such cash creations and redemptions, transaction fees may be imposed that will be higher than the transaction
fees associated with in-kind creations and
redemptions. In all cases, such fees will be limited in accordance with the requirements of the SEC applicable to management investment
companies offering redeemable securities.
CONTINUOUS OFFERING
The method by which Creation Units are
created and traded may raise certain issues under applicable securities laws. Because new Creation Units are issued and sold by
the Trust 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 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 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-dealers who are not “underwriters”
but are participating in a distribution (as contrasted to ordinary secondary trading transactions), and thus dealing with Shares
that are part of an “unsold allotment” within the meaning of Section 4(3)(C) of the Securities Act, would be unable
to take advantage of the prospectus-delivery exemption provided by Section 4(3) of the Securities Act. 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. As a result, broker-dealer firms should note that dealers who are not underwriters but are participating
in a distribution (as contrasted with ordinary secondary market transactions) and thus dealing with the Shares that are part of
an over-allotment within the meaning of Section 4(3)(A) of the Securities Act would be unable to take advantage of the prospectus
delivery exemption provided by Section 4(3) of the Securities Act. Firms that incur a prospectus delivery obligation with respect
to Shares are reminded that, under Rule 153 of the Securities Act, a prospectus delivery obligation under Section 5(b)(2) of the
Securities Act owed to an exchange member in connection with a sale on the Exchange is satisfied by the fact that the prospectus
is available at the Exchange upon request. The prospectus delivery mechanism provided in Rule 153 is only available with respect
to transactions on an exchange.
DETERMINATION OF NET ASSET VALUE
The following information supplements
and should be read in conjunction with the section in the Prospectus entitled “Determination of Net Asset Value (NAV).”
The NAV per Share for each 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) by the
total number of Shares outstanding, rounded to the nearest cent. Expenses and fees, including the management fee, are accrued daily
and taken into account for purposes of determining NAV. The NAV of each Fund is determined as of the close of the regular trading
session on the Exchange (ordinarily 4:00 p.m., Eastern time) on each day that such exchange is open. Any assets or liabilities
denominated in currencies other than the U.S. dollar are converted into U.S. dollars at the current market rates on the date of
valuation as quoted by one or more sources.
In computing each Fund’s NAV,
the Fund’s portfolio securities are valued based on market quotations. When market quotations are not readily available for
a portfolio security a Fund must use such security’s fair value as determined in good faith in accordance with the Fund’s
Fair Value Pricing Procedures which are approved by the Board of Trustees.
The value of each Fund’s portfolio
securities is based on such securities’ closing price on local markets when available. If a portfolio security’s market
price is not readily available or does not otherwise accurately reflect the fair value of such security, the portfolio security
will be valued by another method that the Advisor believes will better reflect fair value in accordance with the Trust’s
valuation policies and procedures approved by the Board of Trustees. Each Fund may use fair value pricing in a variety of circumstances,
including but not limited to, situations when the value of a Fund’s portfolio security has been materially affected by events
occurring after the close of the market on which such security is principally traded (such as a corporate action or other news
that may materially affect the price of such security) or trading in such security has been suspended or halted. In addition, each
Fund may fair value foreign equity portfolio securities each day the Fund calculates its NAV. Accordingly, a Fund’s NAV may
reflect certain portfolio securities’ fair values rather than their market prices. Fair value pricing involves subjective
judgments and it is possible that a fair value determination for a portfolio security is materially different than the value that
could be realized upon the sale of such security. In addition, fair value pricing could result in a difference between the prices
used to calculate a Fund’s NAV and the prices used by the Fund’s Underlying Index. This may adversely affect a Fund’s
ability to track its Underlying Index. With respect to securities that are primarily listed on foreign exchanges, the value of
a Fund’s portfolio securities may change on days when you will not be able to purchase or sell your Shares.
DIVIDENDS AND DISTRIBUTIONS
General Policies
The following information supplements
and should be read in conjunction with the section in the Prospectus entitled “Dividends, Distributions and Taxes.”
Dividends from net investment income
are declared and paid at least annually by each Fund. Distributions of net realized capital gains, if any, generally are declared
and paid once a year, but the Trust may make distributions on a more frequent basis for each Fund to improve its Underlying Index
tracking or to comply with the distribution requirements of the Code, in all events in a manner consistent with the provisions
of the 1940 Act. In addition, the Trust may distribute at least annually amounts
representing the full dividend yield on the underlying Portfolio Securities of the Funds, net of expenses of the Funds, as if each
Fund owned such underlying Portfolio Securities for the entire dividend period in which case some portion of each distribution
may result in a return of capital for tax purposes for certain shareholders.
Dividends and other distributions on
Shares are distributed, as described below, on a pro rata basis to Beneficial Owners of such Shares. Dividend payments are made
through DTC Participants and Indirect Participants to Beneficial Owners then of record with proceeds received from the Trust. The
Trust makes additional distributions to the minimum extent necessary (i) to distribute the entire annual taxable income of the
Trust, plus any net capital gains and (ii) to avoid imposition of the excise tax imposed by Section 4982 of the Code. Management
of the Trust reserves the right to declare special dividends if, in its reasonable discretion, such action is necessary or advisable
to preserve the status of each Fund as a “regulated investment company” (a “RIC”) or to avoid imposition
of income or excise taxes on undistributed income.
Dividend Reinvestment Service
No reinvestment service is provided
by the Trust. Broker-dealers may make available the DTC book-entry Dividend Reinvestment Service for use by Beneficial Owners of
the Funds through DTC Participants for reinvestment of their dividend distributions. If this service is used, dividend distributions
of both income and realized gains will be automatically reinvested in additional whole Shares of the Funds. Beneficial Owners should
contact their broker to determine the availability and costs of the service and the details of participation therein. Brokers may
require Beneficial Owners to adhere to specific procedures and timetables.
TAXATION
Set forth below is a discussion of
certain U.S. federal income tax considerations affecting the Funds and the purchase, ownership and disposition of Shares. It is
based upon the Internal Revenue Code of 1986, as amended (the “Code”), the regulations promulgated thereunder, judicial
authorities, and administrative rulings and practices as in effect as of the date of this SAI, all of which are subject to change,
including the following information which also supplements and should be read in conjunction with the section in the Prospectus
entitled “Dividends, Distributions and Taxes.”
The following is a summary of the
material U.S. federal income tax considerations applicable to an investment in Fund Shares. The summary is based on the laws in
effect on the date of this SAI and existing judicial and administrative interpretations thereof, all of which are subject to change,
possibly with retroactive effect. In addition, this summary assumes that a Fund shareholder holds Fund Shares as capital assets
within the meaning of the Code, and does not hold Fund Shares in connection with a trade or business. This summary does not address
all potential U.S. federal income tax considerations possibly applicable to an investment in Fund Shares, to Fund shareholders
holding Fund Shares through a partnership (or other pass-through entity) or to Fund shareholders subject to special tax rules.
Prospective Fund shareholders are urged to consult their own tax advisers with respect to the specific federal, state, local and
foreign tax consequences of investing in Fund Shares.
The Funds have not requested and
will not request an advance ruling from the Internal Revenue Service (the “IRS”) as to the federal income tax matters
described below. The IRS could adopt positions contrary to those discussed below and such positions could be sustained. Prospective
investors should consult their own tax advisors with regard to the federal tax consequences of the purchase, ownership or disposition
of Shares, as well as the tax consequences arising under the laws of any state, foreign country or other taxing jurisdiction.
Tax Treatment of the Funds
In General. Each Fund intends to
qualify and elect to be treated as a separate RIC under the Code. To qualify and maintain its tax status as a RIC, each Fund must
meet annually certain income and asset diversification requirements and must distribute annually at least ninety percent of its
“investment company taxable income” (which includes dividends, interest and net short-term capital gains). As a RIC,
a Fund generally will not have to pay corporate-level federal income taxes on any ordinary income or capital gains that it distributes
to its shareholders.
With respect to some or all of its
investments, a Fund may be required to recognize taxable income in advance of receiving the related cash payment. For example,
if a Fund invests in original issue discount obligations (such as zero coupon debt instruments or debt instruments with payment-in-kind
interest), the Fund will be required to include as interest income a portion of the original issue discount that accrues over
the term of the obligation, even if the related cash payment is not received by the Fund until a later year. Under the “wash
sale” rules, a Fund may not be able to deduct a loss on a disposition of a portfolio security. As a result, the Fund may
be required to make an annual income distribution greater than the total cash actually received during the year. Such distribution
may be made from the cash assets of the Fund or by selling Portfolio Securities. The Fund may realize gains or losses from such
sales, in which event the Fund’s shareholders may receive a larger capital gain distribution than they would in the absence
of such transactions.
A Fund will be subject to
a four percent excise tax on certain undistributed income if the Fund does not distribute to its shareholders in each calendar
year at least 98% of its ordinary income for the calendar year plus 98.2% of its capital gain net income for the twelve months
ended October 31 of such year. Each Fund intends to make distributions necessary to avoid the 4% excise tax.
Failure to Maintain RIC Status.
If a Fund fails to qualify as a RIC for any year (subject to certain curative measures allowed by the Code), the Fund will be
subject to regular corporate-level income tax in that year on all of its taxable income, regardless of whether the Fund makes
any distributions to its shareholders. In addition, distributions will be taxable to a Fund’s shareholders generally as
ordinary dividends to the extent of the Fund’s current and accumulated earnings and profits. Distributions from a non-qualifying
Fund’s earnings and profits will be taxable to the Fund’s shareholders as regular dividends, possibly eligible for
(i) in the case of an individual Fund shareholder, treatment as a qualifying dividend (as discussed below) subject to tax at preferential
capital gains rates or (ii) in the case of a corporate Fund shareholder, a dividends-received deduction.
PFIC Investments. The Fund
may purchase shares in a foreign corporation treated as a “passive foreign investment company” (a “PFIC”)
for federal income tax purposes. As a result, the Fund may be subject to increased federal income tax (plus charges in the nature
of interest on previously-deferred income taxes on the PFIC’s income) on “excess distributions” made on or gain
from a sale (or other disposition) of the PFIC shares even if the Fund distributes the excess distributions to its shareholders.
In lieu of the increased income
tax and deferred tax interest charges on excess distributions on and dispositions of a PFIC’s shares, the Fund can elect
to treat the underlying PFIC as a “qualified electing fund,” provided that the PFIC agrees to provide the Fund with
adequate information regarding its annual results and other aspects of its operations. With a “qualified electing fund”
election in place, the Fund must include in its income each year its share (whether distributed or not) of the ordinary earnings
and net capital gain of a PFIC.
In the alternative, the Fund
can elect, under certain conditions, to mark-to-market at the end of each taxable year its PFIC shares. The Fund would recognize
as ordinary income any increase in the value of the PFIC shares and as an ordinary loss (up to any prior income resulting from
the mark-to-market election) any decrease in the value of the PFIC shares.
With a “mark-to-market”
or “qualified election fund” election in place on a PFIC, the Fund might be required to recognize in a year income
in excess of its actual distributions on and proceeds from dispositions of the PFIC’s shares. Any such income would be subject
to the RIC distribution requirements and would be taken into account for purposes of the 4% excise tax (described above).
Futures Contracts. A Fund
may be required to mark-to-market and recognize as income for each taxable year its net unrealized gains and losses on certain
futures contracts. In addition, a Fund may be required to defer the recognition of losses on futures contracts to the extent of
any unrecognized gains on related positions held by the Fund. Any income from futures contracts would be subject to the RIC distribution
requirements and would be taken into account for purposes of the 4% excise tax (described above).
Foreign Currency Transactions.
Gains or losses attributable to fluctuations in exchange rates between the time a Fund accrues income, expenses or other items
denominated in a foreign currency and the time the Fund actually collects or pays such items are generally treated as ordinary
income or loss. Similarly, gains or losses on foreign currency forward contracts and the disposition of debt securities denominated
in a foreign currency, to the extent attributable to fluctuations in exchange rates between the acquisition and disposition dates,
are also treated as ordinary income or loss.
Special or Uncertain Tax Consequences.
A Fund’s investment or other activities could be subject to special and complex tax rules that may produce differing tax
consequences, such as disallowing or limiting the use of losses or deductions (such as the “wash sale” rules), causing
the recognition of income or gain without a corresponding receipt of cash, affecting the time as to when a purchase or sale of
stock or securities is deemed to occur or altering the characterization of certain complex financial transactions. Each Fund will
monitor its investment activities for any adverse effects that may result from these special tax rules.
A Fund may engage in investment or
other activities the treatment of which may not be clear or may be subject to recharacterization by the IRS. In particular, the
tax treatment of swaps and other derivatives and income from foreign currency transactions is unclear for purposes of determining
a Fund’s status as a RIC. If a final determination on the tax treatment of a Fund’s investment or other activities
differs from the Fund’s original expectations, the final determination could adversely affect the Fund’s status as
a RIC or the timing or character of income recognized by the Fund, requiring the Fund to purchase or sell assets, alter its portfolio
or take other action in order to comply with the final determination.
Tax Treatment of Fund Shareholders
Fund Distributions. In general,
Fund distributions are subject to federal income tax when paid, regardless of whether they consist of cash or property or are
re-invested in Fund Shares. However, any Fund distribution declared in October, November or December of any calendar year and
payable to shareholders of record on a specified date during such month will be deemed to have been received by each Fund shareholder
on December 31 of such calendar year, provided such dividend is actually paid during January of the following calendar year.
Distributions of a Fund’s net
investment income (other than, as discussed below, qualifying dividend income) and net short-term capital gains are taxable as
ordinary income to the extent of the Fund’s current or accumulated earnings and profits. Distributions of a Fund’s
net long-term capital gains in excess of net short-term capital losses are taxable as long-term capital gain to the extent of
the Fund’s current or accumulated earnings and profits, regardless of a Fund shareholder’s holding period in the Fund’s
Shares. Distributions of qualifying dividend income are taxable as long-term capital gain to the extent of the Fund’s current
or accumulated earnings and profits, provided that the Fund shareholder meets certain holding period and other requirements with
respect to the distributing Fund’s Shares and the distributing Fund meets certain holding period and other requirements
with respect to its dividend-paying stocks.
Each Fund intends to distribute its
long-term capital gains at least annually. However, by providing written notice to its shareholders no later than 60 days after
its year-end, a Fund may elect to retain some or all of its long-term capital gains and designate the retained amount as a “deemed
distribution.” In that event, the Fund pays income tax on the retained long-term capital gain, and each Fund shareholder
recognizes a proportionate share of the Fund’s undistributed long-term capital gain. In addition, each Fund shareholder
can claim a refundable tax credit for the shareholder’s proportionate share of the Fund’s income taxes paid on the
undistributed long-term capital gain and increase the tax basis of the Fund Shares by an amount equal to the shareholder’s
proportionate share of the Fund’s undistributed long-term capital gains, reduced by the amount of the shareholder’s
tax credit.
Long-term capital gains of non-corporate
Fund shareholders (
i.e.
, individuals, trusts and estates) are taxed at a maximum rate of 20%. In addition, Fund distributions
of qualifying dividend income to non-corporate Fund shareholders qualify for taxation at long-term capital gain rates.
To the extent that each Fund makes
a distribution of income received by such Fund in lieu of dividends with respect to securities on loan pursuant to a securities
lending transaction, such income will not constitute qualified dividend income to individual shareholders and will not be eligible
for the dividends-received deduction for corporate shareholders.
Investors considering buying Fund
Shares just prior to a distribution should be aware that, although the price of the Fund Shares purchased at such time may reflect
the forthcoming distribution, such distribution nevertheless may be taxable (as opposed to a non-taxable return of capital).
REIT/REMIC Investments. A Fund may
invest in Real Estate Investment Trusts (“REITs”) owning residual interests in real estate mortgage investment conduits
(“REMICs”). Income from a REIT to the extent attributable to a REMIC residual interest (known as “excess inclusion”
income) is allocated to a Fund’s shareholders in proportion to the dividends received from the Fund, producing the same
income tax consequences as if the Fund shareholders directly received the excess inclusion income. In general, excess inclusion
income (i) cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions), (ii) constitutes
“unrelated business taxable income” to certain entities (such as a qualified pension plan, an individual retirement
account, a 401(k) plan, a Keogh plan or other tax-exempt entity), and (iii) in the case of a foreign shareholder, does not qualify
for any withholding tax reduction or exemption. In addition, if at any time during any taxable year certain types of entities
own Fund Shares, the Fund will be subject to a tax equal to the product of (i) the excess inclusion income allocable to such entities
and (ii) the highest U.S. federal income tax rate imposed on corporations. A Fund is also subject to information reporting with
respect to any excess inclusion income.
Sales of Fund Shares. Any capital
gain or loss realized upon a sale of Fund Shares is treated generally as a long-term gain or loss if the Fund Shares have been
held for more than one year. Any capital gain or loss realized upon a sale of Fund Shares held for one year or less is generally
treated as a short-term gain or loss, except that any capital loss on the sale of Fund Shares held for six months or less is treated
as long-term capital loss to the extent that capital gain dividends were paid with respect to such Fund Shares.
Creation Unit Issues and Redemptions.
On an issue of Fund Shares as part of a Creation Unit, an Authorized Participant recognizes capital gain or loss equal to the
difference between (i) the fair market where the creation is conducted in-kind value (at issue) of the issued Fund Shares (plus
any cash received by the Authorized Participant as part of the issue) and (ii) the Authorized Participant’s aggregate basis
in the exchanged securities (plus any cash paid by the Authorized Participant as part of the issue). On a redemption of Fund Shares
as part of a Creation Unit where the redemption is conducted in-kind, an Authorized Participant recognizes capital gain or loss
equal to the difference between (i) the fair market value (at redemption) of the securities received (plus any cash received by
the Authorized Participant as part of the redemption) and (ii) the Authorized Participant’s basis in the redeemed Fund Shares
(plus any cash paid by the Authorized Participant as part of the redemption). However, the IRS may assert, under the “wash
sale” rules or on the basis that there has been no significant change in the Authorized Participant’s economic position,
that any loss on an issue or redemption of Creation Units cannot be deducted currently.
In general, any capital gain or loss recognized
upon the issue or redemption of Fund Shares (as components of a Creation Unit) is treated either as long-term capital gain or
loss, if the deposited securities (in the case of an issue) or the Fund Shares (in the case of a redemption) have been held for
more than one year, or otherwise as short-term capital gain or loss. However, any capital loss on a redemption of Fund Shares
held for six months or less is treated as long-term capital loss to the extent that capital gain dividends were paid with respect
to such Fund Shares.
A Fund may be subject to foreign
income taxes and may be able to elect to pass-along such credit to its shareholders. If this election is available and the Fund
elects such treatment, the amount of such credit will be treated as an additional distribution by the Fund and, subject to various
limitations of the Code, its shareholders will be entitled to claim a foreign tax credit to offset their tax liability. Please
consult your tax advisor regarding whether you will be able to use such credit against your tax liability.
Recent legislation, if applicable
to a shareholder, imposes a new 3.8% Medicare tax on net investment income. Please consult your tax advisor regarding this tax.
Back-Up Withholding. A Fund may be
required to report certain information on a Fund shareholder to the IRS and withhold federal income tax (“backup withholding”)
at a 28% rate from all taxable distributions and redemption proceeds payable to the Fund shareholder if the Fund shareholder fails
to provide the Fund with a correct taxpayer identification number (or, in the case of a U.S. individual, a social security number)
or a completed exemption certificate (e.g., an IRS Form W-8BEN in the case of a foreign Fund shareholder) or if the IRS notifies
the Fund that the Fund shareholder is otherwise subject to backup withholding. Backup withholding is not an additional tax and
any amount withheld may be credited against a Fund shareholder’s federal income tax liability.
Tax Shelter Reporting Regulations.
If a Fund shareholder recognizes a loss with respect to Fund Shares of $2 million or more (for an individual Fund shareholder)
or $10 million or more (or a greater loss over a combination of years) for a corporate stockholder in any single taxable year,
the Fund shareholder may be required file a disclosure statement with the IRS. Significant penalties may be imposed upon the failure
to comply with these reporting rules.
Special Issues for Foreign Shareholders
In general. If a Fund shareholder
is not a U.S. citizen or resident or if a Fund shareholder is a foreign entity, the Fund’s ordinary income dividends (including
distributions of net short-term capital gains and other amounts that would not be subject to U.S. withholding tax if paid directly
to foreign Fund shareholders) will be subject, in general, to withholding tax at a rate of 30% (or at a lower rate established
under an applicable tax treaty). However, for Fund tax years that begin on or before December 31, 2013, interest-related dividends
and short-term capital gain dividends generally will not be subject to withholding tax; provided that the foreign Fund shareholder
furnishes the Fund with a completed IRS Form W-8BEN (or acceptable substitute documentation) establishing the Fund shareholder’s
status as foreign and that the Fund does not have actual knowledge or reason to know that the foreign Fund shareholder would be
subject to withholding tax if the foreign Fund shareholder were to receive the related amounts directly rather than as dividends
from the Fund.
Under current law, gain on a sale
of Fund Shares or an exchange of such stockholder’s Shares of the Fund will be exempt from U.S. federal income tax (including
withholding at the source) unless (i) in the case of an individual foreign Fund shareholder, the Fund shareholder is physically
present in the United States for more than 182 days during the taxable year and meets certain other requirements, or (ii) at any
time during the shorter of the period during which the foreign Fund shareholder held such Shares of the Fund and the five-year
period ending on the date of the disposition of those shares, the Fund was a “U.S. real property holding corporation”
(as defined below) and the foreign Fund shareholder actually or constructively held more than 5% of the Fund Shares of the same
class. In the case of a disposition described in clause (ii) of the preceding sentence, the gain would be taxed in the same manner
as for a domestic Fund shareholder and in certain cases will be collected through withholding at the source in an amount equal
to 10% of the sales proceeds.
Unless treated as a “domestically-controlled”
RIC, a Fund will be a “U.S. real property holding corporation” if the fair market value of its U.S. real property
interests (which includes shares of U.S. real property holding corporations and certain participating debt securities) equals
or exceeds 50% of the fair market value of such interests plus its interests in real property located outside the United States
plus any other assets used or held for use in a business. A “domestically controlled” RIC is any RIC in which at all
times during the relevant testing period 50% or more in value of the RIC’s stock was owned by U.S. persons. This provision
relating to domestically controlled regulated investment companies generally will not apply after December 31, 2013.
To claim a credit or refund for any
Fund-level taxes on any undistributed long-term capital gains (as discussed above) or any taxes collected through withholding,
a foreign Fund shareholder must obtain a U.S. taxpayer identification number and file a federal income tax return even if the
foreign Fund shareholder would not otherwise be required to obtain a U.S. taxpayer identification number or file a U.S. income
tax return.
Investments in U.S. Real Property.
In general, if a Fund is a “U.S. real property holding corporation,” (determined without the exception for “domestically-controlled”
RICs and publicly-traded RICs) distributions by the Fund attributable to gains from “U.S. real property interests”
(including gain on the sale of shares in certain “non-domestically controlled” REITs and certain capital gain dividends
from REITs) will be treated as income effectively connected to a trade or business within the United States, subject generally
to tax at the same rates applicable to domestic Fund shareholders and, in the case of the foreign corporate Fund shareholder,
a “branch profits” tax at a rate of 30% (or other applicable lower rate). Such distributions will be subject to U.S.
withholding tax and will generally give rise to an obligation on the part of the foreign stockholder to file a U.S. federal income
tax return.
Even if a Fund is treated as a U.S.
real property holding company, distributions on and sales of the Fund Shares will not be treated as income effectively connected
with a U.S. trade or business in the case of a foreign Fund shareholder owning (for the applicable period) 5% or less (by class)
of the Fund shares. In general, these provisions generally will not apply after December 31, 2013, provided, however, that such
provisions will continue to apply thereafter in respect of distributions by a regulated investment company that is a U.S. real
property holding corporation or would be so treated for this purpose to the extent such distributions are attributable to certain
capital gain dividends from REITs. Investors are advised to consult their own tax advisers with respect to the application to
their own circumstances of the above-described rules.
Foreign stockholders that engage
in certain “wash sale” and/or substitute dividend payment transactions the effect of which is to avoid the receipt
of distributions from the Fund that would be treated as gain effectively connected with a United States trade or business will
be treated as having received such distributions. All shareholders of the Fund should consult their tax advisers regarding the
application of these rules.
Recently enacted legislation will subject
foreign shareholders to U.S. withholding tax of 30% on all U.S. source income (including all dividends from the Fund) beginning
in 2014, and gross proceeds from the sale of U.S. stocks and securities (including the sale of Fund shares) beginning in 2017,
unless they comply with certainly newly-enacted reporting requirements. Complying with such requirements will require the shareholder,
to provide and certify certain information about itself and (where applicable) its beneficial owners, and foreign financial institutions
generally will be required to enter in an agreement with the U.S. Internal Revenue Service to provide it with certain information
regarding such shareholder’s account holders. Please consult your tax advisor regarding this tax.
OTHER INFORMATION
The Funds are not sponsored, endorsed,
sold or promoted by the Exchange. The Exchange makes no representation or warranty, express or implied, to the owners of Shares
or any member of the public regarding the advisability of investing in securities generally or in the Funds particularly or the
ability of the Funds to achieve their objective. The Exchange has no obligation or liability in connection with the administration,
marketing or trading of the Funds.
For purposes of the 1940 Act, the Funds
are registered investment companies, and the acquisition of Shares by other registered investment companies and companies relying
on exemption from registration as investment companies under Section 3(c)(1) or 3(c)(7) of the 1940 Act is subject to the restrictions
of Section 12(d)(1) of the 1940 Act, except as permitted by an exemptive order that permits registered investment companies to
invest in the Funds beyond those limitations.
Shareholder inquiries may be made by
writing to the Trust, c/o IndexIQ Advisors LLC, 800 Westchester Avenue, Suite N-611, Rye Brook, New York 10573.
APPENDIX A
SUMMARY OF PROXY VOTING POLICY AND
PROCEDURES
The Advisor exercises its proxy voting
rights with regard to the holdings in each Fund’s investment portfolio with the goals of maximizing the value of the Fund’s
investments, promoting accountability of a company’s management and board of directors (collectively, the “Management”)
to its shareholders, aligning the interests of management with those of shareholders, and increasing transparency of a company’s
business and operations.
The Advisor seeks to avoid material
conflicts of interest through its use of a third-party proxy services vendor (the “Proxy Vendor”), which applies detailed,
pre-determined proxy voting guidelines (the “Voting Guidelines”) in an objective and consistent manner across client
accounts, based on research and recommendations provided by a third party vendor, and without consideration of any client relationship
factors. The Advisor engages a third party as an independent fiduciary to vote all proxies for the Funds.
All proxy voting proposals are reviewed,
categorized, analyzed and voted in accordance with the Voting Guidelines. These guidelines are reviewed periodically and updated
as necessary to reflect new issues and any changes in our policies on specific issues. Items that can be categorized under the
Voting Guidelines will be voted in accordance with any applicable guidelines. Proposals that cannot be categorized under the Voting
Guidelines will be referred to the Portfolio Oversight Committee for discussion and vote. Additionally, the Portfolio Oversight
Committee may review any proposal where it has identified a particular company, industry or issue for special scrutiny. With regard
to voting proxies of foreign companies, the Advisor weighs the cost of voting, and potential inability to sell the securities (which
may occur during the voting process) against the benefit of voting the proxies to determine whether or not to vote.
PART C
OTHER INFORMATION
Item 28.
Exhibits
(a) Declaration of Trust (“Trust Instrument”) of
IndexIQ ETF Trust (“Registrant”).(1)
(b) By-Laws of Registrant.(1)
(c) Articles III, V, and VI of the Trust
Instrument, Exhibit 23(a) hereto, defines the rights of holders of the
securities being registered. (Certificates for shares are not issued.)(1)
(d) Form of Advisory Agreement between the
Registrant and IndexIQ Advisors LLC (“Investment Advisor”), as adviser for the
Registrant and each of its investment portfolios (the “Funds”).(1)
(e)(1) Distribution Agreement between ALPS Distributors, Inc. (“Distributor”) and the Registrant.(1)
(e)(2) Form of Authorized Participation Agreement.(2)
(f) Not applicable.
(g) Custody Agreement between the Registrant and
The Bank of New York Mellon.(1)
(h)(1) Fund Administration and Accounting
Agreement between the Registrant and The Bank of New York Mellon.(1)
(h)(2) Transfer Agency Agreement between the
Registrant and The Bank of New York Mellon.(1)
(h)(3) Form of Sub-License Agreement among the
Registrant, the Investment Advisor and Financial Development Holdco LLC
(“IndexIQ”).(1)
(h)(4) Securities Lending Agreement between IndexIQ ETF Trust and The Bank of New York Mellon.(3)
(i) Opinion and Consent of Katten Muchin Rosenman LLP regarding the legality of securities registered
with respect to the Registrant.(4)
(j) Consent of independent registered public
accounting firm is filed herewith as Exhibit 99.j.
(k) Not applicable.
(l) Not applicable.
(m) Plan of Distribution Pursuant to Rule 12b-1.(5)
(n) Not applicable.
(o) Reserved.
(p)(1) Code of Ethics for the Registrant.(1)
(p)(2) Code of Ethics for the Investment
Advisor.(1)
(p)(3) Code of Ethics for the Distributor.(1)
(q) Powers of Attorney executed by Reena
Aggarwal, Gene Chao and Adam S. Patti.(1)
(1) previously filed as part of Pre-Effective Amendment No. 1 to the
Registration Statement, filed February 4, 2009.
(2) previously filed as part of Post-Effective Amendment No. 19 to the Registration Statement
filed August 29, 2011.
(3) previously filed as part of Post-Effective Amendment No. 21 to the Registration Statement
filed August 27, 2012.
(4) previously filed as part of Pre-Effective Amendment No. 1 to the Registration Statement,
filed February 4, 2009, and Post-Effective Amendments Nos. 9, 11 and 25, filed on October 23, 2009, January 27, 2010, and April
23, 2013, respectively.
(5) previously filed as part of Post-Effective Amendment No. 17 to the Registration
Statement, filed on June 29, 2011.
Item 29.
Persons Controlled by or Under Common Control with
Registrant
.
Not Applicable.
Item 30.
Indemnification
Under Delaware law,
Section 3817 of the Treatment of Delaware Statutory Trusts empowers Delaware
business trusts to indemnify and hold harmless any trustee or beneficial owner
or other person from and against any and all claims and demands whatsoever,
subject to such standards and restrictions as may be set forth in the governing
instrument of the business trust. The Registrant’s Trust Instrument contains the
following provisions:
Section 2. Indemnification and Limitation of
Liability. The Trustees shall not be responsible or liable in any event for any
neglect or wrong-doing of any officer, agent, employee, Investment Advisor or
Principal Underwriter of the Trust, nor shall any Trustee be responsible for the
act or omission of any other Trustee, and, as provided in Section 3 of this
Article VII, the Trust out of its assets shall indemnify and hold harmless each
and every Trustee and officer of the Trust from and against any and all claims,
demands, costs, losses, expenses, and damages whatsoever arising out of or
related to such Trustee’s performance of his or her duties as a Trustee or
officer of the Trust; provided that nothing herein contained shall indemnify,
hold harmless or protect any Trustee or officer from or against any liability to
the Trust or any Shareholder to which he or she would otherwise
be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of his or her office.
Section 3.
Indemnification
.
(a) Subject to the exceptions and limitations
contained in Subsection (b) below:
(i) every person who is, or has been, a Trustee
or an officer, employee or agent of the Trust (including any individual who
serves at its request as director, officer, partner, trustee or the like of
another organization in which it has any interest as a shareholder, creditor or
otherwise) (“Covered Person”) shall be indemnified by the Trust or the
appropriate Series to the fullest extent permitted by law against liability and
against all expenses reasonably incurred or paid by him in connection with any
claim, action, suit or proceeding in which he becomes involved as a party or
otherwise by virtue of his being or having been a Covered Person and against
amounts paid or incurred by him in the settlement thereof; and
(ii) as used herein, the words “claim,” “action,”
“suit,” or “proceeding” shall apply to all claims, actions, suits or proceedings
(civil, criminal or other, including appeals), actual or threatened, and the
words “liability” and “expenses” shall include, without limitation, attorneys,
fees, costs, judgments, amounts paid in settlement, fines, penalties and other
liabilities.
(b) No indemnification shall be provided
hereunder to a Covered Person:
(i) who shall have been adjudicated by a court or
body before which the proceeding was brought (A) to be liable to the Trust or
its Shareholders by reason of willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of his office, or
(B) not to have acted in good faith in the reasonable belief that his action was
in the best interest of the Trust; or
(ii) in the event the matter is not adjudicated
by a court or other appropriate body, unless there has been a determination that
such Covered Person did not engage in willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office: by at least a majority of those Trustees who are neither Interested
Persons of the Trust nor are parties to the matter based upon a review of
readily available facts (as opposed to a full trial-type inquiry); or by written
opinion of independent legal counsel based upon a review of readily available
facts (as opposed to a full trial-type inquiry).
(c) The rights of indemnification herein provided
may be insured against by policies maintained by the Trust, shall be severable,
shall not be exclusive of or affect any other rights to which any Covered Person
may now or hereafter be entitled, and shall inure to the benefit of the heirs,
executors and administrators of a Covered Person.
(d) To the maximum extent permitted by applicable
law, expenses incurred in defending any proceeding may be advanced by the Trust
before the disposition of
the proceeding upon receipt of an undertaking by
or on behalf of such Covered Person that such amount will be paid over by him to
the Trust or applicable Series if it is ultimately determined that he is not
entitled to indemnification under this Section; provided, however, that either a
majority of the Trustees who are neither Interested Persons of the Trust nor
parties to the matter, or independent legal counsel in a written opinion, shall
have determined, based upon a review of readily available facts (as opposed to a
full trial-type inquiry) that there is reason to believe that such Covered
Person will not be disqualified from indemnification under this Section.
(e) Any repeal or modification of this Article
VII by the Shareholders, or adoption or modification of any other provision of
the Declaration or By-laws inconsistent with this Article, shall be prospective
only, to the extent that such repeal, or modification would, if applied
retrospectively, adversely affect any limitation on the liability of any Covered
Person or indemnification available to any Covered Person with respect to any
act or omission which occurred prior to such repeal, modification or
adoption.
In addition, the
Registrant has entered into an Investment Advisory Agreement with its Investment
Advisor and a Distribution Agreement with its Distributor. These agreements
provide indemnification for those entities and their affiliates. The Investment
Advisor’s and Distributor’s personnel may serve as trustees and officers of the
Trust. The Investment Advisory Agreement with the Fund provides that the
Investment Advisor will not be liable for any error of judgment or mistake of
law or for any loss suffered by the Fund, except a loss resulting from willful
misfeasance, bad faith or gross negligence on the part of the Investment Advisor
or from reckless disregard by the Investment Advisor of its obligations or
duties under the Agreement. Under the Distribution Agreement, the Registrant
will indemnify ALPS Distributors, Inc. against certain liabilities.
Insofar as
indemnification for liability arising under the Securities Act of 1933, as
amended (“Act”), may be permitted to trustees, officers and controlling persons
of the Registrant by the Registrant pursuant to the Trust Instrument or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by trustees, officers or controlling
persons of the Registrant in connection with the successful defense of any act,
suit or proceeding) is asserted by such trustees, officers or controlling
persons in connection with the shares being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issues.
Trustees and
officers liability policies purchased by the Registrant insure the Registrant
and their respective trustees, partners, officers and employees, subject to the
policies’ coverage limits and exclusions and varying deductibles, against loss
resulting from claims by reason of any act, error, omission, misstatement,
misleading statement, neglect or breach of duty.
Item 31.
Business and Other Connections of Investment Advisor
.
The description of the Investment Advisor is
found under the caption “Service Providers—Investment Advisor” in the Prospectus
and under the caption “Management Services—Investment Advisor” in the Statement
of Additional Information constituting Parts A and B, respectively, of this
Registration Statement, which are incorporated by reference herein. The
Investment Advisor provides investment advisory services to other persons or
entities other than the Registrant.
Item 32.
Principal Underwriters
.
(a)
ALPS Distributors, Inc. acts as the distributor for the Registrant and the following investment companies: ALPS ETF Trust,
ALPS Series Trust, ALPS Variable Investment Trust, Arbitrage Funds, AQR Funds, Babson Capital Funds Trust, BBH Trust, BLDRS Index
Funds Trust, BPV Family of Funds, Brown Management Funds, Caldwell & Orkin Funds, Inc., Campbell Multi-Strategy Trust, Century
Capital Management Trust, Columbia ETF Trust, CornerCap Group of Funds, Cortina Funds, Inc., CRM Mutual Fund Trust, Cullen Funds,
DBX ETF TRUST, db-X Exchange-Traded Funds Inc., Drexel Hamilton Investment Partners LLC, EGA Emerging Global Shares Trust, Financial
Investors Trust, , Firsthand Funds, , Heartland Group, Inc., Henssler Funds, Inc., Holland Balanced Fund, IndexIQ Trust, Index
IQ ETF Trust, James Advantage Funds, Laudus Trust, Laudus Institutional Trust, Mairs and Power Funds Trust, Oak Associates Funds,
Pax World Series Trust I, Pax World Funds Trust II, PowerShares QQQ 100 Trust Series 1, RiverNorth Funds, Russell Exchange Traded
Funds Trust, SPDR Dow Jones Industrial Average ETF Trust, SPDR S&P 500 ETF Trust, SPDR S&P MidCap 400 ETF Trust, Select
Sector SPDR Trust, Stadion Investment Trust, Stonebridge Funds Trust, Tilson Investment Trust, Transparent Value Trust,., Trust
for Professional Managers, Wakefield Alternative Series Trust, Wasatch Funds, WesMark Funds, Westcore Trust, Whitebox Mutual Funds,
Williams Capital Liquid Assets Fund, Wilmington Funds and WisdomTree Trust.
(b)
To the best of Registrant’s knowledge, the directors and executive officers of ALPS Distributors, Inc., are as follows:
Name*
|
Position
with Underwriter
|
Positions
with Fund
|
Edmund
J. Burke
|
Director
|
None
|
Thomas
A. Carter
|
President,
Director
|
None
|
Jeremy
O. May
|
Executive
Vice President, Director
|
None
|
Kevin
J. Ireland
|
Senior
Vice President, Director of Institutional Sales
|
None
|
Mark
R. Kiniry
|
Senior
Vice President, National Sales Director – Investments
|
None
|
Bradley
J. Swenson
|
Senior
Vice President, Chief Compliance Officer
|
None
|
Robert
J. Szydlowski
|
Senior
Vice President, Chief Technology Officer
|
None
|
Tané
T. Tyler
|
Senior
Vice President, Assistant Secretary, General Counsel
|
None
|
Kenneth
V. Hager
|
Vice
President, Treasurer and Assistant Secretary
|
None
|
Eric
Parsons
|
Vice
President, Controller and Assistant Treasurer
|
None
|
Steven
Price
|
Vice
President, Deputy Chief Compliance Officer
|
None
|
James
Stegall
|
Vice
President, Institutional Sales Manager
|
None
|
Jeff
Brainard
|
Vice
President, Regional Sales Manager
|
None
|
Paul
F. Leone
|
Vice
President, Assistant General Counsel
|
None
|
Erin
D. Nelson
|
Vice
President, Assistant General Counsel
|
None
|
JoEllen
Legg
|
Vice
President, Assistant General Counsel
|
None
|
David
T. Buhler
|
Vice
President, Senior Associate Counsel
|
None
|
Rhonda
A. Mills
|
Vice
President, Associate Counsel
|
None
|
Jennifer
T. Welsh
|
Vice
President, Associate Counsel
|
None
|
Randall
D. Young
|
Secretary
|
None
|
Gregg
Wm. Givens
|
Assistant
Treasurer
|
None
|
*The principal business
address for each of the above directors and executive officers is 1290 Broadway, Suite 1100, Denver, Colorado 80203.
*This list does not serve as an admission that
the Trust considers all of these persons listed to be officers of investment
companies having the same Investment Advisor or Distributor or having an
Investment Advisor or Distributor that directly or indirectly controls, is
controlled by or is under common control with the Investment Advisor or
Distributor.
Item 33.
Location of Accounts and Records
.
All accounts, books
and other documents required by Section 31(a) of the Investment Company Act of
1940, as amended, and the rules thereunder are maintained at:
IndexIQ Advisors LLC
800 Westchester Avenue, Suite N611
Rye Brook, NY 10573
The Bank
of New York Mellon
One Wall Street
New York, NY 10286
BNY Mellon Investment Servicing (US) Inc.
201 Washington
Street, 34th Floor
Boston, MA 02108
ALPS Distributors, Inc.
1625 Broadway, Suite 2200
Denver, CO 80202
Item
34.
Management Services
Not applicable.
Item 35.
Undertakings
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration
Statement under rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Rye Brook, and State of New York on this 28
th
day of August, 2013.
|
|
|
|
|
INDEXIQ ETF TRUST
|
|
|
By:
|
/s/
|
Adam S. Patti
|
|
|
|
|
|
|
Adam S. Patti
|
|
|
|
President
|
Pursuant to the
requirements of the Securities Act, this Registration Statement has been signed
below by the following persons in the capacities and on the date indicated.
|
|
|
|
Name
|
|
Title
|
Date
|
|
/s/ Reena Aggarwal*
|
|
Trustee
|
August 28, 2013
|
Reena Aggarwal
|
|
|
|
|
|
/s/ Gene Chao*
|
|
Trustee
|
August 28, 2013
|
Gene Chao
|
|
|
|
|
|
|
Chairman, Trustee, President
|
|
/s/ Adam S. Patti
|
|
and Principal Executive
|
August 28, 2013
|
Adam S. Patti
|
|
Officer
|
|
|
|
|
|
Chief Compliance Officer,
|
August 28, 2013
|
/s/ David Fogel
|
|
Treasurer and Principal
|
|
David Fogel
|
|
Financial Officer
|
|
|
*By:
|
/s/ Gregory D. Bassuk
|
|
|
Gregory D. Bassuk,
|
|
|
Attorney-in-fact
|
|