Stacy L. Fuller
Washington, D.C. 20006-1600
It is proposed that this filing will
become effective (check appropriate box):
Fund shares are not individually redeemable.
Fund shares will be listed on NYSE Arca, Inc. (“Exchange”).
These securities have not been approved
or disapproved by the U.S. Securities and Exchange Commission (“SEC”), nor has the SEC passed upon the adequacy of
this Prospectus. Any representation to the contrary is a criminal offense.
Beginning on January 1, 2021, as permitted
by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s shareholder reports will no
longer be sent by mail, unless you specifically request paper copies of the reports from the Fund (if you hold your Fund shares
directly with the Fund) or from your financial intermediary, such as a broker-dealer or bank (if you hold your Fund shares through
a financial intermediary). Instead, the reports will be made available on a website, and you will be notified by mail each time
a report is posted and provided with a website link to access the report.
If you already elected to receive shareholder
reports electronically, you will not be affected by this change and you need not take any action. If you hold your Fund shares
directly with the Fund, you may elect to receive shareholder reports and other communications electronically from the Fund by contacting
the Fund at 855-857-2638 or, if you hold your Fund shares through a financial intermediary, contacting your financial intermediary.
You may elect to receive all future reports
in paper free of charge. If you hold your Fund shares directly with the Fund, you can inform the Fund that you wish to continue
receiving paper copies of your shareholder reports at 855-857-2638 or, if you hold your Fund shares through a financial intermediary,
contacting your financial intermediary. Your election to receive reports in paper will apply to all of the KraneShares Funds you
hold directly with series of the Trust or through your financial intermediary, as applicable.
China Equity Investing
Risks.
A-Shares
Risk. The ability of the Fund to invest in China A-Shares is dependent, in part, on the availability of A-Shares either
through the trading and clearing facilities of a participating exchange located outside of mainland China (“Stock Connect
Programs”) which currently include the Shanghai-Hong Kong Stock Connect, Shenzhen-Hong Kong Stock Connect, Shanghai-London
Stock Connect, and China-Japan Stock Connect, and/or through a QFII or RQFII license and quota allocation from the Chinese regulator.
Thus, the Fund’s investment in A-Shares will be limited by the A-Shares quota obtained by the RQFII or QFII licensee and
allocated to the Fund and by the amount of A-Shares available through the Stock Connect Programs. On September 10, 2019, the PRC
government announced that it would scrap QFII and RQFII quotas, meaning that entities registered with the appropriate Chinese regulator
will no longer be subject to quotas when investing in PRC securities (but will remain subject to foreign shareholder limits). It
is currently unclear when this change will take effect. Investments in A-Shares are heavily regulated and the recoupment and repatriation
of assets invested in A-Shares is subject to restrictions by the Chinese government.
Currently,
there are two stock exchanges in mainland China, the Shanghai and Shenzhen Stock Exchanges. The Shanghai and Shenzhen Stock Exchanges
are supervised by the CSRC and are highly automated with trading and settlement executed electronically. The Shanghai and Shenzhen
Stock Exchanges are substantially smaller, less liquid and more volatile than the securities markets in the United States.
The Shanghai
Stock Exchange commenced trading on December 19, 1990, and the Shenzhen Stock Exchange commenced trading on July 3, 1991. The Shanghai
and Shenzhen Stock Exchanges divide listed shares into two classes: A-Shares and B shares. Companies whose shares are traded on
the Shanghai and Shenzhen Stock Exchanges that are incorporated in mainland China may issue both A-Shares and B-Shares. In China,
the A-Shares and B-Shares of an issuer may only trade on one exchange. A-Shares and B-Shares may both be listed on either the Shanghai
or Shenzhen Stock Exchanges. Both classes represent an ownership interest comparable to a share of common stock. A-Shares are traded
on the Shanghai and Shenzhen Stock Exchanges in RMB. A-Shares may be subject to more frequent and/or extended trading halts than
other exchange-traded securities and may become illiquid. The A-Shares market may behave very differently from other Chinese equity
markets, and there may be little to no correlation between them.
Restrictions
continue to exist on investments in A-Shares and capital therefore cannot flow freely into the A-Share market, making it possible
that, in the event of a market disruption, the liquidity of the A-Share market and trading prices of A-Shares could be more severely
affected than the liquidity and trading prices of markets where securities are freely tradable and capital therefore flows more
freely. The Fund cannot predict the nature or duration of such a market disruption or the impact that it may have on the A-Share
market and the short-term and long-term prospects of its investments in the A-Share market.
The Chinese
government has in the past taken actions that benefitted holders of A-Shares. As A-Shares become more available to foreign investors,
such as the Fund, the Chinese government may be less likely to take action that would benefit holders of A-Shares. In addition,
there is no guarantee that a QFII or RQFII licensee will continue to maintain its existing A-Share quota or be able to obtain additional
A-Share quota if the A-Share quota is reduced or eliminated by SAFE or if a QFII or RQFII license is revoked by CSRC at some point
in the future. The Fund cannot predict what would occur if the A-Share quota were reduced or eliminated or if a QFII or RQFII license
were to be revoked, although such an occurrence could likely have a material adverse effect on the Fund. On September 10, 2019,
the PRC government announced that it would scrap QFII and RQFII quotas, meaning that entities registered with the appropriate Chinese
regulator will no longer be subject to quotas when investing in PRC securities (but will remain subject to foreign shareholder
limits). It is currently unclear when this change will take effect.
Repatriations
by RQFIIs for investors such as registered funds are permitted daily and are not subject to lockup periods. There is no assurance,
however, that PRC rules and regulations will not change or that repatriation restrictions will not be imposed in the future. Any
restrictions on repatriation of the Fund’s assets may adversely affect the Fund’s ability to meet redemption requests
and/or may cause the Fund to borrow money in order to meet its obligations. These limitations may also prevent a Fund from making
certain distributions to shareholders.
If the Fund
is unable to obtain sufficient exposure to the components of its Underlying Index, the Fund could seek exposure to the component
securities of the Underlying Index in other ways, such as by investing in depositary receipts of the component securities and Hong
Kong listed versions of the component securities. Consistent with its exemptive relief, the Fund may, to a limited extent, where
applicable, also invest in B-Shares issued by the same companies that issue A-Shares that are in the Underlying Index. The A-Shares
market may behave very differently from the B-Shares market, and there may be little to no correlation between the performances
of the two. The Fund may also use derivatives or invest in ETFs that can obtain comparable exposures. If necessary, the Fund may
limit or suspend purchases of Creation Units of the Fund until the Fund determines that the requisite exposure to the Underlying
Index is obtainable. During the period that creations are limited or suspended, the Fund could trade at a significant premium or
discount to the NAV and could experience substantial redemptions. Alternatively, the Fund could change its investment objective
by, for example, seeking to track an alternative index that does not include A-Shares as component securities, or decide to liquidate
the Fund. In circumstances beyond the control of the Fund, the Fund may incur significant losses due to limited investment capabilities,
including based on investment objectives or strategies, due to investment restrictions on RQFIIs and QFIIs licenses, illiquidity
of the securities markets, or delay or disruption in execution or settlement of trades. Should the A-Share quota allocated for
the Fund’s use be or become inadequate to meet the investment needs of the Fund and the Fund cannot invest in them through
the Stock Connect Programs, the Fund is expected to be adversely affected.
The Chinese
government limits foreign investment in the securities of Chinese issuers entirely. China may also impose higher local tax rates
on transactions involving certain companies. These restrictions or limitations may have adverse effects on the liquidity and performance
of the Fund holdings as compared to the performance of the Underlying Index. This may increase the risk of tracking error and the
Fund may not be able to achieve its investment objective.
Per a circular
(Caishui [2014] 79), the Fund is temporarily exempt from the Chinese tax on capital gains (“CGT”) on trading in A-Shares
as a QFII or RQFII on the Shanghai Stock Exchange through the Shanghai-Hong Kong Stock Connect as of November 17, 2014, and the
Shenzhen Stock Exchange through the Shenzhen-Hong Kong Stock Connect as of December 5, 2016. There is no indication as to how long
the temporary exemption will remain in effect. Accordingly, the Fund may be subject to such taxes in the future. In addition, there
is uncertainty as to the application and implementation of China’s value added tax to the Fund’s activities. As a result,
investors may be advantaged or disadvantaged depending on the final rules of the relevant tax authorities.
Investors
should note that such provision may be excessive or inadequate to meet actual CGT tax liabilities (which could include interest
and penalties) on the Fund’s investments. As a result, investors may be advantaged or disadvantaged depending on the final
rules of the relevant tax authorities.
It is also
unclear how China’s value added tax may apply to the activities of a participant in the Stock Connect Programs or QFII or
RQFII licensee and how such application may be affected by tax treaty provisions. If such a tax is collected, the expense will
be passed on and borne by the Fund. The imposition of such taxes, as well as future changes in applicable PRC tax law, may adversely
affect the Fund.
The Fund
reserves the right to establish a reserve for any taxes as to which it is uncertain whether they will assessed, although it has
not currently done so. If the Fund establishes such a reserve but is not ultimately subject to the tax, shareholders who redeemed
or sold their shares while the reserve was in place will effectively bear the tax and may not benefit from the later release, if
any, of the reserve. Conversely, if the Fund does not establish such a reserve but ultimately is subject to the tax, shareholders
who redeemed or sold their shares prior to the tax being withheld, reserved or paid will have effectively avoided the tax, even
if they benefited from the trading that precipitated the Fund’s payment of it. The Fund is responsible for any taxes on its
operations or investments, including if they are applied retroactively.
In addition,
urban maintenance and construction tax (currently at the rate ranging from 1% to 7%), educational surcharges (currently at the
rate of 3%) and local educational surcharges (currently at the rate of 2%) are imposed based on the business tax liabilities.
Disclosure
of Interests and Short Swing Profit Rule. The Fund may be subject to regulations promulgated by the CSRC, which currently
require the Fund to make certain public disclosures when the Fund and parties acting in concert with the Fund acquire 5% or more
of the issued securities of a listed company (which include A-Shares of the listed company). The relevant PRC regulations presumptively
treat all affiliated investors and investors under common control as parties acting in concert. As such, the Fund may be deemed
as a “concert party” of other funds managed by Krane, a sub-adviser, if applicable, or their affiliates and
therefore may be subject to the risk that the Fund’s holdings may be required to be reported in the aggregate with the holdings
of such other funds should the aggregate holdings trigger the reporting threshold under the PRC law. If the 5% shareholding threshold
is triggered, the Fund would be required to file its report within three days. During the time limit for filing the report, a trading
freeze applies and the Fund would not be permitted to make subsequent trades in the invested company’s securities. Any such
trading freeze may impair the ability of the Fund to achieve its investment objective and undermine the Fund’s performance.
Further,
subject to the interpretation of PRC courts and PRC regulators, the operation of the PRC short swing profit rule may prevent the
Fund from reducing its holdings in a PRC company within six months of the last purchase of shares of the company if the Fund’s
holding in that company exceeds the threshold prescribed by the relevant exchange on which the PRC company’s shares are listed.
The Fund could be subject to these restrictions even though an entity deemed to be an affiliate (and not the Fund) may have triggered
the restrictions. Nonetheless, if the Fund violates the rule, it may be required by the listed company to return any profits realized
from such trading to the company. In addition, the Fund could not repurchase securities of the listed company within six months
of such sale. Finally, under PRC civil procedures, the Fund’s assets may be frozen to the extent of the claims made by the
company in question.
PRC Broker
Risk. Currently, only a limited number of brokers are available to trade A-Shares with the Fund. As a result, Krane or a sub-adviser
will have limited flexibility to choose among brokers on behalf of the Fund than is typically the case for investment advisers.
If Krane or a sub-adviser is unable to use a particular broker in the PRC, the operation of the Fund may be adversely affected.
Further, the operation of the Fund may be adversely affected in case of any acts or omissions of the PRC broker, which may result
in higher tracking error or the Fund being traded at a significant premium or discount to its NAV. If a single PRC broker is appointed,
the Fund may not necessarily pay the lowest commission available in the market. There is also a risk that the Fund may suffer losses
from the default, bankruptcy or disqualification of the PRC broker. Krane or a sub-adviser, however, in its selection of PRC brokers
will consider such factors as the competitiveness of PRC brokers’ commission rates, size of the relevant orders, and execution
standards.
B-Shares
Risk. The B-Share market is generally smaller, less liquid and has a smaller issuer base than the A Share market. The
issuers that compose the B-Share market include a broad range of companies, including companies with large, medium and small capitalizations.
The B Shares market may behave very differently from other portions of the Chinese equity markets, and there may be little to no
correlation between their performance.
H-Shares
Risk. The Fund may invest in shares of companies incorporated in mainland China and listed on the Hong Kong Stock Exchange
(“H-Shares”). H-Shares are traded in Hong Kong dollars on the Hong Kong Stock Exchange, and must meet Hong Kong’s
listing and disclosure requirements. H-Shares may be traded by foreigners and can be used to gain exposure to Chinese securities.
Because they are traded on the Hong Kong Stock Exchange, H-Shares involve a number of risks not typically associated with investing
in countries with more democratic governments or more established economies or securities markets. Such risks may include the risk
of nationalization or expropriation; greater social, economic and political uncertainty; increased competition from Asia’s
low-cost emerging economies; currency exchange rate fluctuations; higher rates of inflation; controls on foreign investment and
limitations on repatriation of invested capital; and greater governmental involvement in and control over the economy. Fluctuations
in the value of the Hong Kong dollar will affect the Fund’s holdings of H-Shares. The Hong Kong stock market may behave very
differently from the domestic Chinese stock market and there may be little to no correlation between the performance of the Hong
Kong stock market and the domestic Chinese stock market.
N-Shares
Risk. The Fund may invest in shares of companies with business operations in mainland China and listed on an American
stock exchange, such as the NYSE or NASDAQ (“N-Shares”). N-Shares are traded in U.S. dollars. N-Shares are issued by
companies incorporated anywhere, but many are registered in Bermuda, the Cayman Islands, the British Virgin Islands, or the United
States. Because companies issuing N-Shares have business operations in China, they are subject to certain political and economic
risks in China.
P-Chip
Companies Risk. The Fund may invest in shares of companies with controlling private Chinese shareholders that are
incorporated outside mainland China and listed on the Hong Kong Stock Exchange (“P-Chips”). These businesses are largely
run by the private sector and have a majority of their business operations in mainland China. P-Chip shares are traded in Hong
Kong dollars on the Hong Kong Stock Exchange, and may also be traded by foreigners. Because they are traded on the Hong Kong Stock
Exchange, P-Chips are also subject to risks similar to those associated with investments in H-Shares. They are also subject to
risks affecting their jurisdiction of incorporation, including any legal or tax changes. Private Chinese companies may be more
indebted, more susceptible to adverse changes in the economy, subject to asset seizures and nationalization, and negative political
or legal developments.
Red Chip
Companies Risk. The Fund may invest in shares of companies with controlling Chinese government shareholders that are incorporated
outside mainland China, have a majority of their business operations in mainland China, and listed on the Hong Kong Stock Exchange
(“Red Chips”). These businesses are controlled, either directly or indirectly, by the central, provincial or municipal
governments of the PRC. Red Chip shares are traded in Hong Kong dollars on the Hong Kong Stock Exchange, may also be traded by
foreigners and are subject to risks similar to those of H-Shares. Because Red Chip companies are controlled by various PRC governmental
authorities, investing in Red Chips involves risks that political changes, social instability, regulatory uncertainty, adverse
diplomatic developments, asset expropriation or nationalization, or confiscatory taxation could adversely affect the performance
of Red Chip companies. Red Chip companies may be less efficiently run and less profitable than other companies. They are also subject
to risks affecting their jurisdiction of incorporation, including any legal or tax changes.
S-Chip
Companies Risk. The Fund may invest in shares of companies with business operations in mainland China and listed on the
Singapore Exchange (“S-Chips”). S-Chip shares are issued by companies incorporated anywhere, but many are registered
in Singapore, the British Virgin Islands, the Cayman Islands, or Bermuda. They are subject to risks affecting their jurisdiction
of incorporation, including any legal or tax changes. S-Chip companies may or may not be owned at least in part by a Chinese central,
provincial or municipal government and be subject to the types of risks that come with such ownership described herein. There may
be little or no correlation between the performance of the Singapore stock market and the mainland Chinese stock market.
Stock
Connect Program Risk. The Stock Connect Programs are subject to daily and aggregate quota limitations, and an investor
cannot purchase and sell the same security on the same trading day, which may restrict the Fund’s ability to invest in A-Shares
through the Stock Connect Programs and to enter into or exit trades on a timely basis. The Shanghai and Shenzhen markets may be
open at a time when the participating exchanges located outside of mainland China are not active, with the result that prices of
A-Shares may fluctuate at times when the Fund is unable to add to or exit its position. Only certain A-Shares are eligible to be
accessed through the Stock Connect Programs. Such securities may lose their eligibility at any time, in which case they may no
longer be able to be purchased or sold through the Stock Connect Programs. Because the Stock Connect Programs are still evolving,
the actual effect on the market for trading A-Shares with the introduction of large numbers of foreign investors is still relatively
unknown. In addition, there is no assurance that the necessary systems required to operate the Stock Connect Programs will function
properly or will continue to be adapted to changes and developments in both markets. In the event that the relevant systems do
not function properly, trading through the Stock Connect Programs could be disrupted. The Stock Connect Programs are subject to
regulations promulgated by regulatory authorities for both exchanges and further regulations or restrictions, such as limitations
on redemptions or suspension of trading, may adversely impact the Stock Connect Programs, if the authorities believe it necessary
to assure orderly markets or for other reasons. There is no guarantee that the participating exchanges will continue to support
the Stock Connect Programs in the future. Each of the foregoing could restrict the Fund from selling its investments, adversely
affect the value of its holdings and negatively affect the Fund’s ability to meet shareholder redemptions.
Investments
in China A-Shares may not be covered by the securities investor protection programs of the exchanges and, without the protection
of such programs, will be subject to risk of default by the broker. Because of the way in which A-Shares are held in the Stock
Connect Programs, the Fund may not be able to exercise the rights of a shareholder and may be limited in its ability to pursue
claims against the issuer of a security, and may suffer losses in the event the depository of the Shanghai or Shenzhen Stock Exchange
becomes insolvent. Given that all trades through the Stock Connect Programs must be settled in RMB, investors must have timely
access to a reliable supply of offshore RMB, which cannot be guaranteed.
Concentration Risk. Because
the Fund’s assets are expected to be concentrated in an industry or group of industries, to the extent that the Underlying
Index concentrates in a particular industry or group of industries, the Fund is subject to loss due to adverse occurrences that
may affect that industry or group of industries. Market conditions, interest rates, and economic, regulatory, or financial developments
could significantly affect a single industry or a group of related industries, and the securities of companies in that industry
or group of industries could react similarly to these or other developments.
Information Technology Sector
Risk. The Fund invests a significant portion of its assets in securities issued by companies in the information technology
sector in order to track the Underlying Index’s allocation to that sector. Market or economic factors impacting information
technology companies and companies that rely heavily on technology advances could have a major effect on the value of stocks in
the information technology sector. The value of stocks of technology companies and companies that rely heavily on technology is
particularly vulnerable to rapid changes in technology product cycles, rapid product obsolescence, government regulation and competition,
both domestically and internationally. Information technology companies and companies that rely heavily on technology, especially
those of smaller, less-seasoned companies, tend to be more volatile than the overall market. Information technology companies are
heavily dependent on patent and intellectual property rights, the loss or impairment of which may adversely affect profitability.
Additionally, companies in the information technology sector may face dramatic and often unpredictable changes in growth rates
and competition for the services of qualified personnel.
Currency Risk. The
Fund’s NAV is determined on the basis of the U.S. dollar and, therefore, the Fund may lose value if the local currency of
a foreign market to which the Fund is exposed depreciates against the U.S. dollar, even if the local currency value of the Fund’s
holdings goes up. The Fund’s assets will be invested in the securities of foreign issuers and the income received by the
Fund may be in foreign currencies. The Fund will compute and expects to distribute its income in U.S. dollars, and the computation
of income will be made on the date that the income is earned by the Fund at the foreign exchange rate in effect on that date. Any
gain or loss attributable to fluctuations in exchange rates between the time the Fund accrues income or gain and the time the Fund
converts such income or gain from a foreign currency to the dollar is generally treated as ordinary income or loss. Therefore,
if the value of a foreign currency increases relative to the U.S. dollar between the accrual of income and the time at which the
Fund converts the foreign currency to U.S. dollars, the Fund will recognize ordinary income upon conversion. In such circumstances,
if the Fund has insufficient cash in U.S. dollars to meet distribution requirements under the Internal Revenue Code of 1986, as
amended (the “Code”), the Fund may be required to liquidate certain positions in order to make distributions. The liquidation
of investments, if required, may also have an adverse impact on the Fund’s performance. Furthermore, the Fund may incur costs
in connection with conversions between U.S. dollars and foreign currencies. Foreign exchange dealers realize a profit based on
the difference between the prices at which they are buying and selling various currencies. Thus, a dealer normally will offer to
sell a foreign currency to the Fund at one rate, while offering a lesser rate of exchange should the Fund desire immediately to
resell that currency to the dealer.
The Fund will conduct
its foreign currency exchange transactions either on a spot (i.e., cash) basis at the spot rate prevailing in the foreign
currency exchange market, or through forward, futures or options contracts to purchase or sell foreign currencies. The use of currency
transactions could result in the Fund’s incurring losses as a result of the imposition of exchange controls, exchange rate
regulation, suspension of settlements or the inability to deliver or receive a specified currency. Delays in converting or transferring
U.S. dollars to foreign currencies for the purpose of purchasing foreign securities could leave the Fund with uninvested cash,
may hinder the Fund’s performance, including because any delay could result in the Fund missing an investment opportunity
and purchasing securities at a higher price than originally intended, or incurring cash drag. Delays in converting or transferring
foreign currencies to U.S. dollars could also inhibit the Fund’s ability to meet shareholder redemptions or make distributions.
Depositary Receipts
Risk. The Fund may hold the securities of foreign companies in the form of depositary receipts, including American Depositary
Receipts (“ADRs”) and Global Depositary Receipts. Investing in depositary receipts entails additional risks associated
with foreign investments. The underlying securities of the depositary receipts in the Fund’s portfolio are subject to fluctuations
in foreign currency exchange rates that may affect the value of the Fund’s portfolio. In addition, the value of the securities
underlying the depositary receipts may change materially when the U.S. markets are not open for trading, which will affect the
value of the depositary receipts. Like direct investments in foreign securities, investments in depositary receipts involve political
and economic risks distinct from those associated with investing in the securities of U.S. issuers.
ADRs are U.S. dollar-denominated
receipts representing shares of foreign-based corporations. ADRs are issued by U.S. banks or trust companies, and entitle the holder
to all dividends and capital gains that are paid out on the underlying foreign shares. Investment in ADRs may be less liquid than
the underlying shares in their primary trading market. “Sponsored” depositary receipts are established jointly by a
depositary and the underlying issuer, whereas “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. In addition, the issuers of the securities underlying unsponsored depositary
receipts are not obligated to disclose material information in the United States 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.
Depositary receipts
may also be unregistered and unlisted, and may be purchased in the public markets or restricted securities that can be offered
and sold only to “qualified institutional buyers” under Rule 144A of the Securities Act of 1933, as amended (the “Securities
Act”). If a particular investment in such ADRs becomes illiquid, that investment will be included within the Fund’s
limitation on investment in illiquid securities. Moreover, if adverse market conditions were to develop during the period between
the Fund’s decision to sell these types of ADRs and the point at which the Fund is permitted or able to sell such security,
the Fund might obtain a price less favorable than the price that prevailed when it decided to sell or may be unable to sell it
at all.
Derivatives Risk. Derivatives
are financial instruments, such as swaps, futures, forwards, structured notes and options, whose values are based on the value
of one or more reference assets, such as a security, asset, currency, interest rate or index. Derivatives involve risks different
from, and possibly greater than, the risks associated with investing directly in securities and other more traditional investments.
For example, derivatives involve the risk of mispricing or improper valuation and the risk that changes in the value of a derivative
may not correlate perfectly with the reference asset(s). Derivative transactions can create investment leverage, which implicates
risks greater than those associated with investing directly in a reference asset, because a small investment in a derivative can
result in a large impact on the Fund and may cause the Fund to be more volatile.
Many derivative transactions
are entered into “over-the-counter” (not on an exchange or contract market); as a result, the value of such a derivative
transaction will depend on the ability and the willingness of the Fund’s counterparty to perform its obligations under the
transaction. If a counterparty were to default on its obligations, the Fund’s contractual remedies against such counterparty
may be subject to bankruptcy and insolvency laws, which could affect the Fund’s rights as a creditor (e.g., the Fund may
not receive the net amount of payments that it is contractually entitled to receive). A liquid secondary market may not always
exist for the Fund’s derivative positions at any time. If a derivative transaction is centrally cleared, it will be subject
to the rules of the clearing exchange and subject to risks associated with the exchange.
Derivatives can be
illiquid and imperfectly correlate with the reference asset(s), resulting in unexpected returns that could materially adversely
affect the Fund. Some derivatives can have the potential for unlimited loss. Many derivatives are subject to segregation requirements,
pursuant to which the Fund must segregate the market or notional value of the derivatives and which could impede the portfolio
management of the Fund. It is possible that developments in the derivatives market, including ongoing or potential government regulation,
could adversely affect the Fund’s ability to enter into new derivatives agreements, terminate existing derivative agreements
or to realize amounts to be received under such instruments.
Counterparty
Risk. Because many derivatives are an obligation of the counterparty rather than a direct investment in the reference
asset, the Fund may suffer losses potentially equal to, or greater than, the full value of the derivative if the counterparty fails
to perform its obligations under the derivative agreement as a result of bankruptcy or otherwise. Any loss would result in a reduction
in the NAV of the Fund and will likely impair the Fund’s ability to achieve its investment objective. The counterparty risk
associated with the Fund’s investments may be greater than other funds because there are only a limited number of counterparties
that are willing and able to enter into certain derivatives, such as swaps on onshore Chinese securities. If there are only a few
potential counterparties, the Fund, subject to applicable law, may enter into swap transactions with as few as one counterparty
at any time.
Forward
Currency Contracts Risk. A forward foreign currency contract involves a negotiated obligation to purchase or sell a specific
currency at a future date (with or without delivery required), which may be any fixed number of days from the date of the contract
agreed upon by the parties, at a price set at the time of the contract. Forward foreign currency contracts are not traded on exchanges;
rather, a bank or dealer will act as agent or as principal in order to make or take future delivery, exposing the Fund to counterparty
risk.
Futures
Risk. In addition to the above, risks associated with the use of futures contracts include the following: (i) an imperfect
correlation between movements in prices of futures contracts and movements in the value of the reference asset(s) it is designed
to simulate; and (ii) the possibility of an illiquid secondary market for a futures contract and the resulting inability to close
a position prior to its maturity date. When the Fund purchases or sells a futures contract, it is subject to daily variation margin
calls that could be substantial. If the Fund has insufficient cash to meet daily variation margin requirements, it might need to
sell securities at a time when such sales are disadvantageous.
Leveraging
Risk. The Fund’s investment in derivative instruments provide leveraged exposure. The Fund’s investment in
these instruments generally requires a small investment relative to the amount of investment exposure assumed. As a result, such
investments may give rise to losses that exceed the amount invested in those instruments. The use of derivatives may expose the
Fund to potentially dramatic losses (or gains) in the value of a derivative or other financial instrument and, thus, in the value
the Fund’s portfolio. The cost of investing in such instruments generally increases as interest rates increase, which will
lower the Fund’s return.
Swaps
Risk. To the extent the Fund invests in swaps, it will be subject to the risk that the number of counterparties able to
enter into swaps to provide exposure to a desired reference asset, such as onshore Chinese securities, may be limited. Swaps are
of limited duration and there is no guarantee that swaps entered into with a counterparty will continue indefinitely. Accordingly,
the duration of a swap depends on, among other things, the ability of the Fund to renew the expiration period of the relevant swap
at agreed upon terms.
The risks
of investing in swaps on onshore Chinese securities are compounded by the fact that at present there are only a limited number
of potential counterparties willing and able to enter into swap transactions linked to the performance of onshore Chinese securities.
To the extent a potential swap counterparty’s access to onshore Chinese securities is reduced or eliminated due to actions
by the Chinese government or as a result of transactions entered into by the counterparty with other investors, the counterparty’s
ability to continue to enter into swaps or other derivative transactions with the Fund may be reduced or eliminated, which could
have a material adverse effect on the Fund. In addition, under the current regulations regarding onshore Chinese securities quotas
of QFIIs and RQFIIs administered by SAFE, QFIIs and RQFIIs are prohibited from transferring or selling their quotas to any third
party. However, there is uncertainty over how this prohibition is implemented. Therefore, subject to interpretation by SAFE, QFIIs
and RQFIIs may be limited or prohibited from providing the Fund access to onshore Chinese securities quotas by entering into swap
or other derivative transactions, which, in turn, could adversely affect the Fund.
Emerging Markets
Risk. Investments in developing or emerging markets issuers involve additional risks relating to political, economic,
or regulatory conditions not associated with investments in U.S. securities and instruments. For example, in comparison with developed
markets, developing and emerging markets may be subject to greater market volatility; greater risk of asset seizures and capital
controls; lower trading volume and liquidity; greater social, political and economic uncertainty; governmental controls on foreign
investments and limitations on repatriation of invested capital; greater risk of market shutdown; lower disclosure, corporate governance,
auditing and financial reporting standards; fewer protections of property rights; restrictions on the transfer of securities or
currency; and settlement and trading practices that differ from U.S. or developed markets. Each of these factors may impact the
ability of the Fund to buy, sell or otherwise transfer securities, adversely affect the trading market and price for Fund shares,
and cause the Fund to decline in value.
The economies of emerging
markets, and China in particular, may be heavily reliant upon international trade and may suffer disproportionately if international
trading declines or is disrupted.
Equity Securities
Risk. Equity securities are subject to volatile changes in value that may be attributable to market perception of a particular
issuer or to general stock market fluctuations that affect all issuers. Investments in equity securities are subject to volatile
changes in market value and their values may be more volatile than investments in other asset classes. In the event of liquidation,
equity securities are generally subordinate in rank to debt and other securities of the same issuer.
ETF Risk. As an ETF, the Fund is
subject to the following risks:
Authorized
Participants Concentration Risk. The Fund has a limited number of financial institutions that may act as Authorized Participants.
To the extent they cannot or are otherwise unwilling to engage in creation and redemption transactions with the Fund and no other
Authorized Participant steps in, shares of the Fund may trade like closed-end fund shares at a significant discount to NAV and
may face delisting from the Exchange.
Cash
Transactions Risk. Like other ETFs, the Fund sells and redeems its shares only in large blocks called Creation Units and
only to Authorized Participants. Unlike most other ETFs, however, the Fund expects to effect its creations and redemptions at least
partially or fully for cash, rather than in-kind securities.
Other ETFs
generally are able to make in-kind redemptions and avoid realizing gains in connection with redemption requests. Effecting redemptions
for cash may cause the Fund to sell portfolio securities in order to obtain the cash needed to distribute redemption proceeds.
Such dispositions may occur at an inopportune time, resulting in potential losses to the Fund or difficulties in meeting shareholder
redemptions, and involve transaction costs. If the Fund recognizes gain on these sales, this generally will cause the Fund to recognize
gain it might not otherwise have recognized if it were to distribute portfolio securities in-kind or to recognize such gain sooner
than would otherwise have been required. The Fund generally intends to distribute these gains to shareholders to avoid being taxed
on this gain at the Fund level and otherwise comply with the special tax rules that apply to it. This strategy may cause shareholders
to be subject to tax on gains they would not otherwise be subject to, or at an earlier date than, if they had made an investment
in another ETF.
In addition,
cash transactions may have to be carried out over several days if the securities market in which the Fund is trading is less liquid
and may involve considerable transaction expenses and taxes. These brokerage fees and taxes, which will be higher than if the Fund
sold and redeemed its shares principally in-kind, may be passed on to purchasers and redeemers of Creation Units in the form of
creation and redemption transaction fees. However, the Fund has capped the total fees that may be charged in connection with the
redemption of Creation Units at 2% of the value of the Creation Units redeemed. To the extent transaction and other costs associated
with a redemption exceed that cap, those transaction costs will be borne by the Fund’s remaining shareholders. These factors
may result in wider spreads between the bid and the offered prices of the Fund’s shares than for other ETFs.
International
Closed Market Trading Risk. Because certain of the Fund’s underlying securities may trade in markets that may be closed
when the Fund and Exchange are open, there are likely to be deviations between current pricing of an underlying security and stale
pricing, resulting in the Fund trading at a discount or premium to NAV that may be greater than those incurred by other ETFs.
Premium/Discount
Risk. The NAV of the Fund’s shares will generally fluctuate with changes in the market value of the Fund’s securities
holdings. The market prices of Fund shares will generally fluctuate in accordance with changes in the Fund’s NAV and supply
and demand of shares on the secondary market. It cannot be predicted whether Fund shares will trade below (at a discount), at or
above (at a premium) their NAV. As a result, shareholders of the Fund may pay more than NAV when purchasing shares and receive
less than NAV when selling Fund shares. This risk is heightened in times of market volatility or periods of steep market declines.
In such market conditions, market or stop-loss orders to sell the Fund shares may be executed at market prices that are significantly
below NAV. Price differences may be due, in part, to the fact that supply and demand forces at work in the secondary trading market
for shares may be closely related to, but not identical to, the same forces influencing the prices of the securities of the Underlying
Index trading individually. The market prices of Fund shares may deviate significantly from the NAV of the shares during periods
of market volatility or if the Fund’s holdings are or become more illiquid. Disruptions to creations and redemptions may
result in trading prices that differ significantly from the Fund’s NAV. In addition, market prices of Fund shares may deviate
significantly from the NAV if the number of Fund shares outstanding is smaller or if there is less active trading in Fund shares.
Investors purchasing and selling Fund shares in the secondary market may not experience investment results consistent with those
experienced by those creating and redeeming directly with the Fund.
Secondary
Market Trading Risk. Investors buying or selling shares in the secondary market will normally pay brokerage commissions, which
are often a fixed amount and may be a significant proportional cost for investors buying or selling relatively small amounts of
shares. In addition, secondary market investors will incur the cost of the difference between the price that an investor is willing
to pay for shares (the bid price) and the price at which an investor is willing to sell shares (the ask price). This difference
in bid and ask prices is often referred to as the “spread” or “bid-ask spread.” The bid-ask spread varies
over time for shares based on trading volume and market liquidity, and is generally lower if the Fund’s shares have more
trading volume and market liquidity and higher if the Fund’s shares have little trading volume and market liquidity. Increased
market volatility may cause increased bid-ask spreads.
Although
Fund shares are listed for trading on the Exchange, there can be no assurance that an active trading market for such shares will
develop or be maintained or that the Fund’s shares will continue to be listed. Trading in Fund shares may be halted due to
market conditions or for reasons that, in the view of the Exchange, make trading in shares inadvisable. In addition, trading in
shares is subject to trading halts caused by extraordinary market volatility pursuant to Exchange “circuit breaker”
rules. There can be no assurance that the requirements of the Exchange necessary to maintain the listing of any Fund will continue
to be met or will remain unchanged or that the shares will trade with any volume, or at all.
New Fund Risk. The
Fund is new and does not yet have shares outstanding. If the Fund does not grow large in size once it commences trading, it will
be at greater risk than larger funds of wider bid-ask spreads for its shares, trading at a greater premium or discount to NAV,
liquidation and/or a trading halt.
Small
Fund Risk. The Fund is small and does not yet have a significant number of shares outstanding. Small funds are at greater
risk than larger funds of wider bid-ask spreads for its shares, trading at a greater premium or discount to NAV, liquidation and/or
a trading halt. The Fund also is subject to the continued listing standards of the Exchange, with which the Fund must comply in
order to continue being listed on the Exchange. Among other requirements, the continued listing standards require a minimum number
of shareholders.
Foreign Securities
Risk. Investment in foreign securities may involve higher costs than investment in U.S. securities, including higher transaction
and custody costs as well as the imposition of additional taxes by foreign governments. Foreign investments may also involve risks
associated with currency exchange rates, less complete financial information about the issuers, less market liquidity, more market
volatility and political and economic instability. Future political and economic developments, the possible imposition of withholding
taxes on dividend income, the possible seizure or nationalization of foreign holdings, the possible establishment of exchange controls
or freezes on the convertibility of currency, or the adoption of other governmental restrictions might adversely affect an investment
in foreign securities. Additionally, foreign issuers, especially issuers in emerging markets, may be subject to less stringent
regulation, and to different accounting, auditing, recordkeeping, financial reporting, and investor protection requirements. Investments
in foreign securities typically are less liquid than investments in U.S. securities. The value of foreign securities may change
materially when the U.S. markets are not open for trading.
Income from securities
of non-U.S. issuers, including gains on the sale of such securities, may be subject to foreign taxes, which would be the responsibility
of the Fund. Even if the Fund qualifies to pass these taxes through to shareholders, the ability to claim a credit for such taxes
may be limited, particularly in the case of taxes on capital gains.
Foreign markets may
have clearance and settlement procedures that make it difficult for the Fund to buy and sell securities. This could result in a
loss to the Fund by causing the Fund to be unable to dispose of an investment or to miss an attractive investment opportunity,
or by causing the Fund’s assets to be uninvested for some period of time, or cause the Fund to face delays or difficulties
in meeting shareholder redemptions.
From time to time,
certain of the issuers of securities purchased by the Fund may operate in, or have dealings with, countries may become subject
to sanctions or embargoes imposed by the U.S. Government and the United Nations and/or countries identified by the U.S. Government
as state sponsors of terrorism. A company may suffer damage to its reputation and value if it is identified as such a company.
Any Fund investment in such companies will be indirectly subject to those risks.
Geographic Focus
Risk. The Fund’s investments are expected to be focused in a particular country, countries, or region to the same
extent as the Underlying Index and therefore the Fund may be susceptible to adverse market, political, regulatory, and geographic
events affecting that country or region. Such geographic focus also may subject the Fund to a higher degree of volatility than
a more geographically diversified funds.
High Portfolio
Turnover Risk. The Fund may incur high turnover rates. This may increase the Fund’s brokerage commission costs.
The performance of the Fund could be negatively impacted by the increased brokerage commission costs incurred by the Fund. Rapid
portfolio turnover also exposes shareholders to a higher current realization of net short-term capital gains, distributions of
which would generally be taxed to you as ordinary income and thus cause you to pay higher taxes.
Investments in
Investment Companies Risk. The Fund may purchase shares of investment companies, such as ETFs, unit investment trusts,
closed-end investment companies and foreign investment companies, including those that are advised, sponsored or otherwise serviced
by Krane and/or its affiliates, to gain exposure to particular component securities of the Underlying Index or when such investments
present a more cost efficient alternative to investing directly in securities. When the Fund invests in an investment company,
in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the underlying
fund’s expenses. An investor in the Fund may receive taxable gains as a result of an underlying fund’s portfolio transactions
in addition to the taxable gains attributable to the Fund’s transactions in shares of the underlying fund. Further, in part
because of these additional expenses, the performance of an investment company may differ from the performance the Fund would achieve
if it invested directly in the underlying investments of the investment company. In addition, while the risks of owning shares
of an investment company generally reflect the risks of owning the underlying investments of the investment company, the Fund may
be subject to additional or different risks than if the Fund had invested directly in the underlying investments. For example,
shares of an ETF are traded at market prices, which may vary from the NAV of its underlying investments. Also, the lack of liquidity
in an ETF can contribute to the increased volatility of its value in comparison to the value of the underlying portfolio securities.
To the extent that the Fund invests in investment companies or other pooled investment vehicles that are not registered pursuant
to the 1940 Act, including foreign investment companies, it will not enjoy the protections of the 1940 Act. In addition, to the
extent the Fund invests in other investment companies, including ETFs, sponsored, advised or otherwise serviced by Krane, its sub-adviser,
as applicable, or their affiliates, they may be subject to conflicts of interest in allocating Fund assets, particularly if they
are paid an advisory fee both by the Fund and the fund in which the Fund invests.
Large Capitalization
Company Risk. Investments in large capitalization companies may go in and out of favor based on market and economic conditions
and may underperform other market segments. Some large capitalization companies may be unable to respond quickly to new competitive
challenges and attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion.
As such, returns on investments in stocks of large capitalization companies could trail the returns on investments in stocks of
small and mid capitalization companies.
Liquidity Risk. The
Fund’s investments are subject to liquidity risk, which exists when an investment is or becomes difficult to purchase or
sell at a reasonable time and price. If a transaction is particularly large or if the relevant market is or becomes illiquid, it
may reduce the potential returns of the Fund because it may be unable to sell the illiquid securities at an advantageous time or
price, which may cause the Fund to suffer significant losses and difficulties in meeting redemptions. This is especially true given
the limited number of market participants in certain markets in which the Fund may invest. Certain countries in which the Fund
may invest may be subject to extended settlement delays and/or foreign holidays, during which the Fund will unlikely be able to
convert such holdings to cash and may make it additionally difficult for the Fund to meet redemptions in a timely fashion.
Market developments
may cause the Fund’s investments to become less liquid and subject to erratic price movements, and may also cause the Fund
to encounter difficulties in timely honoring redemptions, especially if market events cause an increased incidence of shareholder
redemptions. If a number of securities held by the Fund stop trading or become illiquid, it may have a cascading effect and cause
the Fund to halt trading. Volatility in market prices will increase the risk of the Fund being subject to a trading halt.
In October 2016, the
Securities and Exchange Commission (“SEC”) adopted Rule 22e-4 (the “Liquidity Rule”), which requires open-end
funds to establish a liquidity risk management program (“Liquidity Program”) and enhance disclosures regarding fund
liquidity. As required by the Liquidity Rule, the Fund’s Board appointed a liquidity risk program administrator to assess,
manage and periodically review the liquidity risk of the Fund. The liquidity of a Fund’s portfolio investments is determined
based on relevant market, trading and investment-specific considerations under the Liquidity Program. To the extent that an investment
is deemed to be an illiquid investment or a less liquid investment, a Fund can expect to be exposed to greater liquidity risk.
Management Risk. To
the extent the Fund may not fully replicate the Underlying Index and may hold less than the total number of securities in the Underlying
Index, the Fund is subject to management risk. This is the risk that Krane or its sub-adviser’s, as applicable, security
selection process, which is subject to a number of constraints, may not produce the intended results. Alternatively, to the extent
Krane or its sub-adviser, as applicable, determines to manage the Fund by replicating the Underlying Index, it is likely to experience
higher portfolio turnover and brokerage costs, which erode performance.
Market Risk. The
values of the Fund’s holdings could decline generally or could underperform other investments. Market fluctuations could
be caused by such factors as economic and political developments, changes in interest rates and perceived trends in securities
prices. Recent developments in relations between the United States and its trading partners have heightened concerns of increased
tariffs and restrictions on trade between the U.S. and other countries. An increase in tariffs or trade restrictions, or even the
threat of such developments, could lead to a significant reduction in international trade, which could have a negative impact on
the world’s export industry and a commensurately negative impact on financial markets. Different types of securities tend
to go through cycles of outperformance and under-performance in comparison to the general securities markets. In addition, securities
may decline in value due to factors affecting a specific issuer, market or securities markets generally. Therefore, the Fund is
susceptible to the risk that certain holdings may be difficult or impossible to sell at a favorable time or price.
Turbulence in the
financial markets and reduced liquidity in equity, credit and fixed-income markets may negatively affect issuers worldwide, which
could have an adverse effect on the Fund. The Federal Reserve and other domestic and foreign government agencies may attempt to
stabilize the global economy. These actions may expose markets to heightened volatility and may reduce liquidity for certain Fund
investments, causing the value of the Fund’s investments and share price to decline. To the extent that the Fund experiences
high redemptions because of these actions, the Fund may experience increased portfolio turnover, which will increase the costs
that the Fund incurs and will lower the Fund’s performance.
Geopolitical risks, including terrorism,
tensions or open conflict between nations, or political or economic dysfunction within some nations that are major players on the
world stage or major producers of oil, may lead to overall instability in world economies and markets generally and have led, and
may in the future lead, to increased market volatility and may have adverse long-term effects. Similarly, environmental and public
health risks, such as natural disasters or pandemics/epidemics, or widespread fear that such events may occur, may impact markets
adversely and cause market volatility in both the short- and long-term.
Certain illnesses spread rapidly and have
the potential to significantly and adversely affect the global economy. Epidemics and/or pandemics have and may further result
in, among other things, closing borders, enhanced health screenings, healthcare service preparation and delivery, quarantines,
cancellations, disruptions to supply chains and customer activity, as well as general concern and uncertainty. The impact of such
epidemics and/or pandemics that may arise in the future, have the potential to affect the economies of many nations, individual
companies and the global securities and commodities markets, including liquidity, in ways that cannot necessarily be foreseen at
the present time. The impact of infectious diseases in developing or emerging market countries may be greater due to less established
health care systems. Health crises caused by the recent coronavirus outbreak may exacerbate other preexisting political, social
and economic risks in certain countries. The impact of the outbreak may be short term or may last for an extended period of time
and may have material adverse impacts on the Fund.
Non-Diversified
Fund Risk. Because the Fund is non-diversified and may invest a greater portion of its assets in fewer issuers than a
diversified fund, changes in the market value of a single portfolio holding could cause greater fluctuations in the Fund’s
share price than would occur in a diversified fund. This may increase the Fund’s volatility and cause the performance of
a single portfolio holding or a relatively small number of portfolio holdings to have a greater impact on the Fund’s performance.
Passive Investment
Risk. The Fund is not actively managed, does not seek to “beat” the Underlying Index, and does not take temporary
positions when markets decline. Therefore, the Fund may not sell a security due to current or projected underperformance of a security,
industry or sector. If a specific security is removed from the Underlying Index, the Fund may be forced to sell such security at
an inopportune time or for a price other than the security’s current market value. It is expected that the value of Fund
shares will decline, more or less, in correspondence with any decline in value of the Underlying Index. The Underlying Index may
not contain the appropriate mix of securities for any particular economic cycle, and the timing of movements from one type of security
to another in seeking to track the Underlying Index could have a negative effect on the Fund. However, the Fund’s investment
objective and principal investment strategies impose limits on the Fund’s ability to invest in securities not included in
the Underlying Index. There is no guarantee that the Underlying Index will create the desired exposure.
Unlike an actively
managed fund, the Fund does not use techniques or defensive strategies designed to lessen the effects of market volatility
or to reduce the impact of periods of market decline. This means that, based on market and economic conditions, the Fund’s
performance could be lower than other types of registered investment companies that may actively shift their portfolio assets to
take advantage of market opportunities or to lessen the impact of a market decline. To the extent the Fund employs a representative
sampling approach, it will hold a smaller number of securities than are in the Underlying Index. As a result, an adverse development
to an issuer of securities that the Fund holds could result in a greater decline in NAV than would be the case if the Fund held
more of the securities in the Underlying Index.
Securities Lending
Risk. The Fund may lend its portfolio securities to brokers, dealers and financial institutions to seek income. There
is a risk that a borrower may default on its obligations to return loaned securities. There is a risk that the assets of the Fund’s
securities lending agent may be insufficient to satisfy any contractual indemnification requirements to that Fund. Borrowers of
the Fund’s securities typically provide collateral in the form of cash that is reinvested. The Fund will be responsible for
the risks associated with the investment of cash collateral, including any collateral invested in a money market fund. The Fund
may lose money on its investment of cash collateral or may fail to earn sufficient income on its investment to meet obligations
to the borrower. In addition, delays may occur in the recovery of securities from borrowers, which could interfere with the Fund’s
ability to vote proxies or to settle transactions and there is the risk of possible loss of rights in the collateral should the
borrower fail financially. Krane and its sub-adviser, if applicable, are subject to potential conflicts of interest because the
compensation paid to them increases in connection with any net income received by the Fund from a securities lending program.
Small- and Mid-Capitalization
Company Risk. Investing in the securities of small- and mid-capitalization companies involves greater risk and the possibility
of greater price volatility than investing in larger capitalization companies and more established companies. Since small- and
medium-sized companies may have limited operating histories, product lines and financial resources, the securities of these companies
may lack sufficient market liquidity and can be sensitive to expected changes in interest rates, borrowing costs and earnings.
These companies’ securities may be more volatile and less liquid than those of more established companies, and they may be
more sensitive to market conditions.
Tax Risk. In
order to qualify for the favorable tax treatment generally available to regulated investment companies, a Fund must satisfy certain
income, distribution and asset diversification requirements. With respect to the latter, a Fund generally may not acquire a security
if, as a result of the acquisition, more than 50% of the value of the Fund’s assets would be invested in (a) issuers in which
the Fund has, in each case, invested more than 5% of the Fund’s assets and (b) issuers more than 10% of whose outstanding
voting securities are owned by the Fund. If the Fund were to fail to qualify as a regulated investment company, it would be taxed
in the same manner as an ordinary corporation, and distributions to its shareholders would not be deductible by the Fund in computing
its taxable income, which would adversely affect its performance. Because there is limited transparency into state ownership of
Chinese issuers, there is a risk of such issuers being deemed to be a single issuer, which could result in the Fund falling out
of compliance with the asset diversification requirements.
In order to qualify
for the favorable tax treatment generally available to regulated investment companies and avoid Fund-level taxes, a Fund must also
satisfy certain distribution requirements. Capital controls and currency controls may affect a Fund’s ability to meet the
applicable distribution requirements. If a Fund fails to satisfy the distribution requirement necessary to qualify for treatment
as a regulated investment company for any taxable year, the Fund would be treated as a corporation subject to U.S. federal income
tax, thereby subjecting any income earned by the Fund to tax at the corporate level. If a Fund fails to satisfy a separate distribution
requirement, it will be subject to a Fund-level excise tax. These Fund-level taxes will apply in addition to taxes payable at the
shareholder level on distributions.
To the extent a Fund
does not distribute to shareholders all of its investment company taxable income and net capital gain in a given year, it will
be required to pay U.S. federal income tax on the retained income and gains, thereby reducing the Fund’s return. A Fund may
elect to treat its net capital gain as having been distributed to shareholders. In that case, shareholders of record on the last
day of the Fund’s taxable year will be required to include their attributable share of the retained gain in income for the
year as a long-term capital gain despite not actually receiving the dividend, and will be entitled to a tax credit or refund for
the tax deemed paid on their behalf by the Fund as well as an increase in the basis of their shares to reflect the difference between
their attributable share of the gain and the related credit or refund.
Investments in swaps
and other derivatives may be subject to special U.S. federal income tax rules that could adversely affect the character, timing
and amount of income earned by a Fund (e.g., by causing amounts that would be capital gain to be taxed as ordinary income or to
be taken into income earlier than would otherwise be necessary). Also, a Fund may be required to periodically adjust its positions
in its swaps and derivatives to comply with certain regulatory requirements which may further cause these investments to be less
efficient than a direct investment in the securities themselves. For example, swaps in which the Fund may invest may need to be
reset on a regular basis in order to maintain compliance with the 1940 Act, which may increase the likelihood that the Fund will
generate short-term capital gains. In addition, because the application of these special rules may be uncertain, it is possible
that the manner in which they are applied by a Fund may be determined to be incorrect. In that event, the Fund may be found to
have failed to maintain its qualification as a RIC or to be subject to additional U.S. tax liability. Moreover, a Fund may make
investments, both directly and through swaps or other derivative positions, in companies classified as passive foreign investment
companies for U.S. federal income tax purposes (“PFICs”). Investments in PFICs are subject to special tax rules which
may result in adverse tax consequences to the Fund and its shareholders.
Tracking Error
Risk. Tracking error refers to the risk that the Fund’s performance may not match or correlate to that of its Underlying
Index, either on a daily or aggregate basis. Tracking error may cause the Fund’s performance to be less than expected. There
are a number of factors that may contribute to the Fund’s tracking error, such as Fund expenses, imperfect correlation between
the Fund’s investments and those of the Underlying Index, the use of representative sampling strategy, if applicable, asset
valuation differences, tax considerations, the unavailability of securities in the Underlying Index from time to time, holding
cash and cash equivalents, and other liquidity constraints. In addition, securities included in the Underlying Index may be suspended
from trading. To the extent the Fund calculates its NAV based on fair value prices and the value of the Underlying Index is based
on securities’ closing prices on local foreign markets, the Fund’s ability to track the Underlying Index may be adversely
affected. Mathematical compounding may prevent the Fund from correlating with the monthly, quarterly, annual or other period performance
of its Underlying Index. In addition, the Fund may not invest in certain securities and other instruments included in the Underlying
Index, or invest in them in the exact proportions they represent of the Underlying Index, including due to legal restrictions or
limitations imposed by a foreign government or a lack of liquidity in certain securities. Moreover, the Fund may be delayed in
purchasing or selling securities and other instruments included in the Underlying Index. Any issues the Fund encounters with regard
to currency convertibility (including the cost of borrowing funds, if any) and repatriation may also increase the Fund’s
tracking error.
Valuation Risk. Financial
information about the Fund’s portfolio holdings may not always be reliable, which may make it difficult to obtain a current
price for the investments held by the Fund. Independent market quotations for such investments may not be readily available, such
as on days during which a security does not trade or a foreign holiday, and securities may be fair valued or valued by a pricing
service at an evaluated price. These valuations are subjective and different funds may assign different fair values to the same
investment. Such valuations also may be different from what would be produced if the security had been valued using market quotations.
As a result, there is a risk that the Fund may not be able to sell an investment at the price assigned to the investment by the
Fund. Additionally, Fund securities that are valued using techniques other than market quotations, including “fair valued”
securities, may be subject to greater fluctuations in their value from one day to the next. Because securities in which the Fund
invests may trade on days when the Fund does not price its shares, the value of the securities in the Fund’s portfolio may
change on days when shareholders will not be able to purchase or sell the Fund’s shares.
STATEMENT OF ADDITIONAL INFORMATION
[…], 2020
KraneShares CICC China
5g and Technology Leaders Index ETF - (KFVG)
Shares of the Fund will be traded on the NYSE Arca, Inc.
This Statement of Additional Information
(“SAI”) relates to the above listed fund (the “Fund”), a series of the KraneShares Trust (the “Trust”).
This SAI is not a prospectus and should be read in conjunction with the current prospectus for the Fund, dated […], 2020,
as it may be revised from time to time (the “Prospectus”). Capitalized terms used herein that are not defined have
the same meaning as in the Prospectus, unless otherwise noted. The audited financial statements with respect to the Fund for the
most recent fiscal year will be incorporated in this SAI by reference to the Fund’s first Annual Report to Shareholders.
A copy of the Prospectus, this SAI, and/or the most recent annual and semi-annual reports to shareholders may be obtained, without
charge, by calling 1.855.857.2638, visiting www.kraneshares.com, or writing to the Trust at 280 Park Avenue, 32nd Floor, New York,
NY 10017.
GENERAL DESCRIPTION OF THE TRUST AND THE FUND
The Trust was organized as a Delaware statutory
trust on February 3, 2012 and is permitted to offer multiple, separate series (i.e., funds). As of the date of this SAI,
the Trust offers [24] separate funds, including the Fund and other funds not offered in this SAI. The Trust is an open-end management
investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and the Fund is
a non-diversified series of the Trust. The offering of the Trust’s shares is registered under the Securities Act of 1933,
as amended (the “Securities Act”). All payments received by the Trust for shares of any fund belong to that fund. Each
fund will have its own assets and liabilities. Shares of the Fund will only be issued against full payment, as further described
in the Prospectus and this Statement of Additional Information.
Krane Funds Advisors, LLC (“Krane”
or the “Adviser”) serves as the investment adviser to the Fund and is responsible for continuously reviewing, supervising
and administering the Fund’s investment program, including making investment decisions for the Fund’s assets and trading
portfolio securities. SEI Investments Distribution Co. serves as the distributor (the “Distributor”) of the shares
of the Fund.
Shares of the Fund will be listed on NYSE
Arca, Inc. (“NYSE”). The Exchange is a national securities exchange and shares of the Fund will trade throughout the
day on the Exchange and other secondary markets at market prices that may be below, at or above their net asset value (“NAV”)
per share. As in the case of other publicly traded securities, brokers’ commissions on transactions in the Fund’s shares
will be based on negotiated commission rates and subject to bid/ask spreads.
INVESTMENT POLICIES, TECHNIQUES AND
RISK FACTORS
General
The Fund’s principal investment strategies
and risks are discussed in its Prospectus. The investment techniques discussed below and in the prospectus may, consistent with
the Fund’s investment objectives and investment limitations, be used by the Fund. The Fund is free to reduce or eliminate
its activity with respect to any of the investment techniques discussed below without changing its fundamental investment policies
and without prior notice to shareholders. There is no assurance that the Fund’s strategies or any other strategies and methods
of investment available to the Fund will result in the achievement of the Fund’s objective.
Representative Sampling and Index
Replication
“Representative sampling” is
a strategy that involves investing in a representative sample of securities that collectively have an investment profile similar
to the Underlying Index. Such securities are expected to have, in the aggregate, characteristics similar to those of the Underlying
Index. The Fund may or may not hold all of the securities in the Underlying Index when using a representative sampling indexing
strategy. Holding all of the securities in approximately the same weights as they appear in the Underlying Index would be considered
a replication strategy. In all cases, the Fund may sell securities that are represented in the Underlying Index in anticipation
of their removal from the Underlying Index or purchase securities not represented in the Underlying Index in anticipation of their
addition to the Underlying Index. There also may be instances in which the Fund is underweight or overweight a security in the
Underlying Index and the Fund may choose to sell, or not buy, a component of its Underlying Index to the extent it would not be
legally permissible for the Fund to hold such securities, in anticipation of liquidity needs, to prevent adverse tax consequences
and/or events or as otherwise may be necessary to comply with applicable laws or regulations, the Fund’s investment policies
and restrictions or the rules promulgated by the Fund’s listing exchange.
Cash and
Cash Equivalents
The Fund may hold
cash or cash equivalents. Generally, such positions offer less potential for gain than other investments. Holding cash or cash
equivalents, even strategically, may lead to missed investment opportunities. This is particularly true when the market for other
investments in which a Fund may invest is rapidly rising. If a Fund holds cash uninvested it will be subject to the credit risk
of the depositing institution holding the cash.
Debt Securities
The Fund may invest in debt securities.
A debt security is a security consisting of a certificate or other evidence of a debt (secured or unsecured) on which the issuer
promises to pay the holder thereof a fixed, variable, or floating rate of interest for a specified length of time, and to repay
the debt on the specified maturity date. Some debt securities, such as zero coupon bonds, do not make regular interest payments
but are issued at a discount to their principal or maturity value. Debt securities include a variety of fixed income obligations,
including, but not limited to, corporate bonds, government securities, municipal securities, convertible securities, mortgage-backed
securities, and asset-backed securities. Debt securities include investment-grade securities, non-investment-grade securities,
and unrated securities. Debt securities are subject to a variety of risks, such as interest rate risk, income risk, call/prepayment
risk, inflation risk, credit risk, and (in the case of foreign securities) country risk and currency risk.
The market value of the debt securities
in which a Fund invests will change in response to interest rate changes and other factors. During periods of falling interest
rates, the values of outstanding debt securities generally rise. Conversely, during periods of rising interest rates, the values
of such securities generally decline. Moreover, while securities with longer maturities tend to produce higher yields, the prices
of longer maturity securities are also subject to greater market fluctuations as a result of changes in interest rates. Changes
in the value of these securities will not necessarily affect cash income derived from these securities but will affect a Fund's
NAV. Additional information regarding debt securities is described below.
Credit Ratings. Credit risk is the
risk that a borrower or issuer of a debt will be unable or unwilling to repay its obligations under the debt. Certain debt securities
may be rated by a credit rating agency. Changes by such agencies in the rating of any debt security and in the ability of an issuer
to make payments of interest and principal, or the perception thereof, may affect the value of these investments.
U.S. Credit Ratings. The
rating criteria and methodology used by U.S. rating agencies may not be fully transparent and such ratings may not accurately reflect
the risk of investing in such instruments.
Chinese Credit Ratings.
The rating criteria and methodology used by Chinese rating agencies may be different from those adopted by most of the established
international credit rating agencies. Therefore, such rating systems may not provide an equivalent standard for comparison with
securities rated by international credit rating agencies. The rating criteria and methodology used by Chinese credit ratings agencies
also may not be fully transparent and such ratings may not accurately reflect the risk of investing in such instruments.
Duration. Duration is a measure
of the expected change in value of a debt security for a given change in interest rates. For example, if interest rates changed
by one percent, the value of a security having an effective duration of two years generally would vary by two percent. Duration
takes the length of the time intervals between the present time and time that the interest and principal payments are scheduled,
or in the case of a callable bond, expected to be received, and weighs them by the present values of the cash to be received at
each future point in time.
Pay-In-Kind and Step-Up Coupon Securities.
A pay-in-kind security pays no interest in cash to its holder during its life. Similarly, a step-up coupon security is a debt security
that may not pay interest for a specified period of time and then, after the initial period, may pay interest at a series of different
rates. Accordingly, pay-in kind and step-up coupon securities will be subject to greater fluctuations in market value in response
to changing interest rates than debt obligations of comparable maturities that make current, periodic distribution of interest
in cash.
Perpetual Bonds. Perpetual bonds
offer a fixed return with no maturity date. Because they never mature, perpetual bonds can be more volatile than other types of
bonds that have a maturity date and may be more sensitive to changes in interest rates. If market interest rates rise significantly,
the interest rate paid by a perpetual bond may be much lower than the prevailing interest rate. Perpetual bonds are also subject
to credit risk with respect to the issuer. In addition, because perpetual bonds may be callable after a set period of time, there
is the risk that the issuer may recall the bond.
Variable and Floating Rate Securities.
Variable and floating rate instruments involve certain obligations that may carry variable or floating rates of interest, and may
involve a conditional or unconditional demand feature. Such instruments bear interest at rates which are not fixed, but which vary
with changes in specified market rates or indices. The interest rates on these securities may be reset daily, weekly, quarterly,
or some other reset period, and may have a set floor or ceiling on interest rate changes. There is a risk that the current interest
rate on such obligations may not accurately reflect existing market interest rates.
Corporate Debt Securities. The Fund
may invest in corporate debt securities. The selection of such securities will generally not be dependent on independent credit
analysis or fundamental analysis performed by Krane or a Fund sub-adviser, if applicable. The Fund may invest in all grades of
corporate debt securities including below investment grade as discussed below. See Appendix B for a description of corporate bond
ratings. The Fund may also invest in unrated securities.
Corporate debt securities are typically
fixed-income securities issued by businesses to finance their operations, but may also include bank loans to companies. Notes,
bonds, debentures and commercial paper are the most common types of corporate debt securities. The primary differences between
the different types of corporate debt securities are their maturities and secured or un-secured status. Commercial paper has the
shortest term and is usually unsecured. The broad category of corporate debt securities includes debt issued by domestic or foreign
companies of all kinds, including those with small-, mid- and large-capitalizations. Corporate debt may be rated investment-grade,
below investment-grade or unrated and may carry variable or floating rates of interest.
Because of the wide range of types, and
maturities, of corporate debt securities, as well as the range of creditworthiness of its issuers, corporate debt securities have
widely varying potentials for return and risk profiles. For example, commercial paper issued by a large established domestic corporation
that is rated investment-grade may have a modest return on principal, but is intended to carry relatively limited risk. On the
other hand, a long-term corporate note issued by a small foreign corporation from an emerging market country that has not been
rated may have the potential for relatively large returns on principal, but carries a relatively high degree of risk.
Corporate debt securities carry both credit
risk and interest rate risk. Credit risk is the risk that a Fund could lose money if the issuer of a corporate debt security does
not pay interest or principal when it is due. The credit risk of a particular issuer's debt security may vary based on its priority
for repayment. For example, higher ranking (senior) debt securities have a higher priority than lower ranking (subordinated) securities.
This means that the issuer might not make payments on subordinated securities while continuing to make payments on senior securities.
In addition, in the event of bankruptcy, holders of higher-ranking senior securities may receive amounts otherwise payable to the
holders of more junior securities. Interest rate risk is the risk that the value of certain corporate debt securities will tend
to fall when interest rates rise. In general, corporate debt securities with longer terms tend to fall more in value when interest
rates rise than corporate debt securities with shorter terms.
High Yield Securities. High yield
securities are commonly referred to as “junk bonds.” Investing in these securities involves special risks in addition
to the risks associated with investments in higher-rated fixed income securities. While offering a greater potential opportunity
for capital appreciation and higher yields, high yield securities typically entail greater credit risk and potential price volatility
and may be less liquid than higher-rated securities. A Fund may have difficulty selling certain junk bonds because they may have
a thin trading market. The lack of a liquid secondary market may have an adverse effect on the market price and a Fund’s
ability to dispose of particular issues, including to honor redemptions, and may also make it more difficult for the Fund to obtain
accurate market quotations in valuing these assets. High yield securities are regarded as inherently speculative with respect to
the issuer’s continuing ability to meet principal and interest payments. They may also be more susceptible to real or perceived
adverse economic and competitive industry conditions and changes than higher-rated securities. Issuers of securities in default
may fail to resume principal or interest payments, in which case a Fund may lose its entire investment.
Companies that issue high yield bonds are
often highly leveraged and may not have more traditional methods of financing available to them. During an economic downturn or
recession, highly leveraged issuers of high-yield securities may experience financial stress, and may not have sufficient revenues
to meet their interest payment obligations. Economic downturns tend to disrupt the market for high yield bonds, lowering their
values and increasing their price volatility. The risk of issuer default is higher with respect to high yield bonds because such
issues may be subordinated to other creditors of the issuer and because they may be issued by less financially stable entities.
The credit rating of a high yield bond
does not necessarily address its market value risk, and ratings may from time to time change to reflect developments regarding
the issuer’s financial condition. The lower the rating of a high yield bond, the more speculative its characteristics.
Unrated debt securities may face the same
or more severe risks than high yield securities.
U.S. Dollar-Denominated Foreign Debt
Securities. Foreign debt securities denominated in U.S. dollars may behave very differently from debt securities issued in
local currencies, and there may be little to no correlation between the performance of the two. For example, changes to currency
exchange rates may impact issuers of foreign debt securities denominated in U.S. dollars differently than issuers of debt securities
issued in local currencies. Currency exchange rates can be very volatile and can change quickly and unpredictably, which may adversely
affect the Fund. In addition, if the U.S. dollar increases in value against the local currency of a U.S. dollar-denominated debt
issue, the issuer may be subject to a greater risk of default on their obligations (i.e., are unable to make scheduled interest
or principal payments to investors).
Commercial
Paper. The Fund may invest in commercial paper of U.S. or foreign issuers. U.S. commercial paper generally consists of unsecured
short-term promissory notes with a fixed maturity of no more than 270 days issued by corporations, generally to finance short-term
business needs. Chinese commercial paper that may be purchased by a Fund generally will have no more than one year of remaining
maturity. A Fund may purchase commercial paper of any rating or that is unrated. Commercial paper issues in which a Fund may invest
include securities issued by corporations without registration under the Securities Act in reliance on the exemption from such
registration afforded by Section 3(a)(3) thereof, and commercial paper issued in reliance on the so-called “private placement”
exemption from registration, which is afforded by Section 4(2) of the Securities Act (“Section 4(2) paper”). Section
4(2) paper is restricted as to disposition under the federal securities laws in that any resale must similarly be made in an exempt
transaction. Section 4(2) paper is normally resold to other institutional investors through or with the assistance of investment
dealers who make a market in Section 4(2) paper, which may provide some liquidity.
Mortgage-Backed Securities. The
Fund may invest in mortgage-backed securities, including collateralized mortgage obligations and mortgage pass-through securities.
These securities represent interests in pools of mortgage loans. The payments of principal and interest on the underlying loans
pass through to investors. Although the underlying mortgage loans are for specified periods of time, such as fifteen to thirty
years, the borrowers can, and often do, repay them sooner. Thus, the security holders may receive prepayments of principal, in
addition to the regular interest and principal.
There are three types of interest rate-related
risks associated with mortgage-backed securities. The first is interest rate risk. The values of mortgage-backed securities will
generally fluctuate inversely with interest rates. The second is prepayment risk. This is the risk that borrowers will repay their
mortgages earlier than anticipated. A borrower is more likely to prepay a mortgage that bears a relatively high rate of interest.
Thus, in times of declining interest rates, some higher yielding mortgages might be repaid resulting in larger cash payments to
the Fund, and the Fund will be forced to accept lower interest rates when that cash is used to purchase additional securities.
The third is extension risk. When interest rates rise, prepayments often drop, which should extend the average maturity of the
mortgage-backed security. This makes mortgage-backed securities more sensitive to interest rate changes.
Mortgage-backed securities may also be
subject to credit risk. Payment of principal and interest on many mortgage pass-through securities (but not the market value of
the securities themselves) may be guaranteed by U.S. Government agencies whose obligations are backed by the full faith and credit
of the U.S. Government (in the case of securities guaranteed by the Government National Mortgage Association) or may be guaranteed
by agencies or instrumentalities of the U.S. Government whose obligations are not backed by the full faith and credit of the U.S.
Government (such as the Federal National Mortgage Association (“Fannie Mae”) or the Federal Home Loan Mortgage Corporation
(“Freddie Mac”)). Mortgage pass-through securities may also be issued by non-governmental issuers (such as commercial
banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers).
Some of these mortgage pass-through securities may be supported by various forms of insurance or guarantees but may otherwise be
subject to a greater risk of loss.
Other Asset-Backed Securities. The
Fund may invest in other forms of asset-backed securities in addition to asset-based commercial paper and mortgage-backed securities.
These securities, issued by trusts and special purpose corporations, are backed by a pool of assets, such as credit card receivables,
automobile loans, airplane leases, equipment leases, or other forms of receivables. These securities present certain risks in addition
to those normally associated with debt securities. For instance, these securities may not have the benefit of any security interest
in any collateral that could ensure payment of the receivable. For example, credit card receivables are generally unsecured. The
obligors may also be entitled to the protection of a number of state and federal credit laws. Moreover, even if there are perfected
security interests in the underlying collateral, there is the possibility that recoveries on repossessed collateral may not be
sufficient to support payments on these securities.
To lessen the effect of failures by obligors
on underlying assets to make payments, asset-backed securities may contain elements of credit support which fall into two categories:
(i) liquidity protection and (ii) protection against losses resulting from ultimate default by an obligor on the underlying assets.
Liquidity protection refers to the provision of advances, to ensure that the receipt of payments on the underlying pool occurs
in a timely fashion. Protection against losses resulting from ultimate default ensures payment through insurance policies or letters
of credit obtained by the issuer or sponsor from third parties. The degree of credit support provided for each issue is generally
based on historical information respecting the level of credit risk associated with the underlying assets. Delinquency or loss
in excess of that anticipated or failure of the credit support could adversely affect the return on an investment in such a security.
Credit supports, if any, do not protect against fluctuation in the market values of asset-backed securities. Moreover, a credit
support depends upon the financial ability of its issuer to honor the support.
Sovereign and Quasi-Sovereign Debt Obligations.
The Fund may invest in sovereign and quasi-sovereign debt obligations. Sovereign debt obligations are issued or guaranteed by a
foreign government or one of its agencies, authorities, instrumentalities, political subdivisions or by a supra-national organization.
Investments in sovereign and quasi-sovereign debt obligations involve special risks not present in corporate debt obligations.
The issuer of the sovereign or quasi-sovereign debt or the governmental authorities that control the repayment of the debt may
be unable or unwilling to repay principal or interest when due, and a Fund may have limited recourse in the event of a default.
Quasi-sovereign debt typically is not guaranteed by a sovereign entity. During periods of economic uncertainty, the market prices
of sovereign and quasi-sovereign debt, and a Fund's net asset value, may be more volatile than prices of U.S. debt obligations.
In the past, certain non-U.S. markets have encountered difficulties in servicing their debt obligations, withheld payments of principal
and interest and declared moratoria on the payment of principal and interest on their sovereign debts.
A sovereign or quasi-sovereign debtor's
willingness or ability to repay principal and pay interest in a timely manner may be affected by, among other factors, its cash
flow situation, the extent of its foreign currency reserves, the availability of sufficient foreign exchange, the relative size
of the debt service burden, politics, the sovereign debtor's policy toward principal international lenders and local political
constraints. Sovereign and quasi-sovereign debtors may also be dependent on expected disbursements from foreign governments, multilateral
agencies and other entities to reduce principal and interest arrearages on their debt. The failure of a sovereign or quasi-sovereign
debtor to implement economic reforms, achieve specified levels of economic performance or repay principal or interest when due
may result in the cancellation of third-party commitments to lend funds to the sovereign or quasi- sovereign debtor, which may
further impair such debtor's ability or willingness to service its debts.
Debt Securities Issued by the World
Bank for Reconstruction and Development (“World Bank”). The Fund may invest in debt securities issued by the World
Bank. Debt securities issued by the World Bank may include high quality global bonds backed by member governments, including the
United States, Japan, Germany, France and the United Kingdom, as well as in bonds in “non-core” currencies, including
emerging markets and European accession countries, structured notes, and discount notes represented by certificates, in bearer
form only, or in un-certified form (Book Entry Discount Notes) with maturities of 360 days or less at a discount, and in the case
of Discount Notes, in certified form only and on an interest bearing basis in the U.S. and Eurodollar markets.
U.S. Government Securities. The
Fund may invest in U.S. government securities. Securities issued or guaranteed by the U.S. government or its agencies or instrumentalities
include U.S. Treasury securities, which are backed by the full faith and credit of the U.S. Treasury and which differ only in their
interest rates, maturities, and times of issuance. U.S. Treasury bills have initial maturities of one-year or less; U.S. Treasury
notes have initial maturities of one to ten years; and U.S. Treasury bonds generally have initial maturities of greater than ten
years. Certain U.S. government securities are issued or guaranteed by agencies or instrumentalities of the U.S. government including,
but not limited to, obligations of U.S. government agencies or instrumentalities such as Fannie Mae, Freddie Mac, the government
National Mortgage Association (“Ginnie Mae”), the Small Business Administration, the Federal Farm Credit Administration,
the Federal Home Loan Banks, Banks for Cooperatives (including the Central Bank for Cooperatives), the Federal Land Banks, the
Federal Intermediate Credit Banks, the Tennessee Valley Authority, the Export-Import Bank of the United States, the Commodity Credit
Corporation, the Federal Financing Bank, the National Credit Union Administration and the Federal Agricultural Mortgage Corporation.
Some obligations issued or guaranteed by
U.S. government agencies and instrumentalities, including, for example, Ginnie Mae pass-through certificates, are supported by
the full faith and credit of the U.S. Treasury. Other obligations issued by federal agencies, such as those securities issued by
Fannie Mae, are not guaranteed by the U.S. government. No assurance can be given that the U.S. government will provide financial
support to such issuers since the U.S. government is not so obligated by law. U.S. Treasury notes and bonds typically pay coupon
interest semi-annually and repay the principal at maturity.
Since 2008, Fannie Mae and Freddie Mac
have been in conservatorship and have received significant capital support through U.S. Treasury preferred stock purchases, as
well as U.S. Treasury and Federal Reserve purchases of their mortgage-backed securities. The Federal Housing Finance Agency (“FHFA”)
and the U.S. Treasury (through its agreement to purchase Fannie Mae and Freddie Mac preferred stock) have imposed strict limits
on the size of their mortgage portfolios. The mortgage-backed security purchase programs ended in 2010. An FHFA stress test suggested
that in a “severely adverse scenario” significant additional Treasury support might be required. No assurance can be
given that Fannie Mae and Freddie Mac will remain successful in meeting their obligations with respect to the debt and mortgage-backed
securities that they issue.
In addition, the problems faced by Fannie
Mae and Freddie Mac, resulting in their being placed into federal conservatorship and receiving significant U.S. government support,
have sparked serious debate among federal policy makers regarding the continued role of the U.S. government in providing liquidity
for mortgage loans. In December 2011, Congress enacted the Temporary Payroll Tax Cut Continuation Act of 2011 which, among other
provisions, requires that Fannie Mae and Freddie Mac increase their single-family guaranty fees by at least 10 basis points and
remit this increase to Treasury with respect to all loans acquired by Fannie Mae or Freddie Mac on or after April 1, 2012 and before
January 1, 2022. Nevertheless, discussions among policymakers have continued as to whether Fannie Mae and Freddie Mac should be
nationalized, privatized, restructured, or eliminated altogether. Fannie Mae has reported that there is “significant uncertainty
regarding the future of our company, including how long the company will continue to exist in its current form, the extent of our
role in the market, how long we will be in conservatorship, what form we will have and what ownership interest, if any, our current
common and preferred stockholders will hold in us after the conservatorship is terminated, and whether we will continue to exist
following conservatorship.” Freddie Mac faces similar uncertainty about its future role. Fannie Mae and Freddie Mac also
are the subject of several continuing legal actions and investigations related to certain accounting, disclosure, or corporate
governance matters, which (along with any resulting financial restatements) may continue to have an adverse effect on the guaranteeing
entities. Congress is currently considering several pieces of legislation that would reform U.S. government sponsored enterprises,
proposing to address their structure, mission, portfolio limits, and guarantee fees, among other issues.
U.S. Treasury Obligations. U.S.
Treasury obligations consist of bills, notes and bonds issued by the U.S. Treasury and separately traded interest and principal
component parts of such obligations that are transferable through the federal book-entry system known as Separately Traded Registered
Interest and Principal Securities (“STRIPS”) and Treasury Receipts (“TRs”).
Receipts. Interests in separately
traded interest and principal component parts of U.S. government obligations that are issued by banks or brokerage firms and are
created by depositing U.S. government obligations into a special account at a custodian bank. The custodian holds the interest
and principal payments for the benefit of the registered owners of the certificates or receipts. The custodian arranges for the
issuance of the certificates or receipts evidencing ownership and maintains the register. TRs and STRIPS are interests in accounts
sponsored by the U.S. Treasury. Receipts are sold as zero coupon securities.
U.S. Government Zero Coupon Securities.
STRIPS and receipts are sold as zero coupon securities, that is, fixed income securities that have been stripped of their unmatured
interest coupons. Zero coupon securities are typically sold at a (usually substantial) discount and redeemed at face value at their
maturity date without interim cash payments of interest or principal. The amount of this discount is accreted over the life of
the security, and the accretion constitutes the income earned on the security for both accounting and tax purposes. Because of
these features, the market prices of zero coupon securities are generally more volatile than the market prices of securities that
have similar maturity but that pay interest periodically. Zero coupon securities are likely to respond to a greater degree to interest
rate changes than are non-zero coupon securities with similar maturity and credit qualities.
U.S. Government Agencies. Some obligations
issued or guaranteed by agencies of the U.S. government are supported by the full faith and credit of the U.S. Treasury, others
are supported by the right of the issuer to borrow from the U.S. Treasury, while still others are supported only by the credit
of the instrumentality. Guarantees of principal by agencies or instrumentalities of the U.S. government may be a guarantee of payment
at the maturity of the obligation so that in the event of a default prior to maturity there might not be a market and thus no means
of realizing on the obligation prior to maturity. Guarantees as to the timely payment of principal and interest do not extend to
the value or yield of these securities nor to the value of a Fund’s shares.
Foreign Securities
The Fund may invest a significant portion
of its assets in non-U.S. securities and instruments, or in instruments that provide exposure to such securities and instruments.
These instruments may include debt or equity securities. Investments in non-U.S. securities involve certain risks that may not
be present with investments in U.S. securities. For example, investments in non-U.S. securities may be subject to risk of loss
due to foreign currency fluctuations or to political or economic instability. There may be less information publicly available
about non-U.S. issuers. Non-U.S. issuers may be subject to different accounting, auditing, financial reporting and investor protection
standards than U.S. issuers. Investments in non-U.S. securities may be subject to withholding or other taxes and may be subject
to additional trading, settlement, custodial, and operational risks (including restrictions on the transfers of securities). With
respect to certain countries, there is the possibility of government intervention and expropriation or nationalization of assets.
Because legal systems differ, there is also the possibility that it will be difficult to obtain or enforce legal judgments in certain
countries.
Non-U.S. markets may not be as developed
or efficient as, and may be more volatile than, those in the U.S. While the volume of shares traded on non-U.S. markets generally
have been growing, such markets usually have substantially less volume than U.S. markets. Therefore, a Fund’s investments
in non-U.S. securities may be less liquid and subject to more rapid and erratic price movements than comparable securities trading
in the U.S. For example, non-U.S. equity securities may trade at price/earnings multiples higher than comparable U.S. securities
and such levels may not be sustainable. There may be less government supervision and regulation of foreign stock exchanges, brokers,
banks and listed companies abroad than in the U.S. Moreover, settlement practices for transactions in foreign markets may differ
from those in U.S. markets. Such differences may include delays beyond periods customary in the U.S. and practices, such as delivery
of securities prior to receipt of payment, that increase the likelihood of a failed settlement, which can result in losses to a
Fund. Foreign exchanges may be open on days when a Fund does not price its shares, thus, the value of the securities in a Fund’s
portfolio may change on days when shareholders will not be able to purchase or sell a Fund’s shares. Conversely, Fund shares
may trade on days when foreign exchanges are closed. Each of these factors can make investments in a Fund more volatile and potentially
less liquid than other types of investments. In addition, a Fund may change its creation or redemption procedures without notice
in connection with restrictions on the transfer of securities. For more information on creation and redemption procedures, see
“Creation and Redemption of Creation Units” herein.
Foreign brokerage commissions, custodial
expenses and other fees are also generally higher than for securities traded in the U.S. This may cause a Fund to incur higher
portfolio transaction costs than domestic funds. Fluctuations in exchange rates may also affect the earning power and asset value
of the foreign entity issuing a security, even one denominated in U.S. dollars. Dividend and interest payments may be repatriated
based on the exchange rate at the time of disbursement, but restrictions on capital flows may be imposed.
Economic conditions, such as volatile currency
exchange rates and interest rates, political events and other conditions may, without prior warning, lead to government intervention
and the imposition of “capital controls.” Countries use these controls to restrict volatile movements of capital entering
(inflows) and exiting (outflows) their country to respond to certain economic conditions. Capital controls include the prohibition
of, or restrictions on, the ability to transfer currency, securities or other assets. Levies may be placed on profits repatriated
by foreign entities (such as a Fund). Capital controls may impact the ability of a Fund to create and redeem Creation Units, adversely
affect the trading market for shares of a Fund, and cause shares of a Fund to trade at prices materially different from NAV. There
can be no assurance that a country in which a Fund invests will not impose a form of capital control to the possible detriment
of a Fund and its shareholders. A Fund may also be subject to delays in converting or transferring U.S. dollars to foreign currencies
for the purpose of purchasing foreign securities. This may hinder a Fund’s performance, since any delay could result in a
Fund missing an investment opportunity and purchasing securities at a higher price than originally intended, or incurring cash
drag.
Investing in foreign companies may involve
risks not typically associated with investing in companies domiciled in the United States. The value of securities denominated
in foreign currencies, and of dividends from such securities, can change significantly when foreign currencies strengthen or weaken
relative to the U.S. dollar. Foreign securities markets generally have less trading volume and less liquidity than U.S. markets,
and prices in some foreign markets can be very volatile. Many foreign countries lack uniform accounting and disclosure standards
comparable to those that apply to U.S. companies, and it may be more difficult to obtain reliable information regarding a foreign
issuer’s financial condition and operations. In addition, the costs of foreign investing, including withholding taxes, brokerage
commissions, and custodial fees, generally are higher than for U.S. investments. Investing in companies located abroad also carries
political and economic risks distinct from those associated with investing in the United States. Foreign investment may be affected
by actions of foreign governments adverse to the interests of U.S. investors, including the possibility of seizure, expropriation
or nationalization of assets, including foreign deposits, confiscatory taxation, restrictions on U.S. investment, or on the ability
to repatriate assets or to convert currency into U.S. dollars. There may be a greater possibility of default by foreign governments
or foreign-government sponsored enterprises. Investments in foreign countries also involve a risk of local political, economic,
or social instability, military action or unrest, or adverse diplomatic developments.
Geographic Focus. Funds that are
less diversified across countries or geographic regions are generally riskier than more geographically diversified funds. To the
extent a Fund focuses on a specific region, it will be more exposed to that region’s economic cycles, currency exchange rates,
stock market valuations and political risks, among others, compared with a more geographically diversified fund. The economies
and financial markets of certain regions, such as Asia, can be interdependent and may be adversely affected by the same events.
Set forth below for certain markets in which a Fund may invest are brief descriptions of some of the conditions and risks in each
such market.
Investments in Emerging Markets Securities.
A Fund may invest substantially all of its assets in markets that are considered to be “emerging.” Investing in
securities listed and traded in emerging markets may be subject to additional risks associated with emerging market economies.
Such risks may include: (i) greater market volatility, (ii) greater risk of asset seizures and capital controls, (iii) lower trading
volume and liquidity, (iv) greater social, political and economic uncertainty, (v) governmental controls on foreign investments
and limitations on repatriation of invested capital, (vi) lower disclosure, corporate governance, auditing and financial reporting
standards, (vii) fewer protections of property rights, (viii) restrictions on the transfer of securities or currency, and (ix)
settlement and trading practices that differ from U.S. markets. Emerging markets are generally less liquid and less efficient than
developed securities markets.
Investments in Frontier Market Securities.
Frontier market countries generally have smaller economies and less developed capital markets or legal, regulatory and political
systems than traditional emerging market countries. As a result, the risks of investing in emerging market countries are magnified
in frontier market countries.
Investments in Asia. Investments
in securities of issuers in Asian countries involve risks not typically associated with investments in securities of issuers in
other regions. Such heightened risks include, among others, expropriation and/or nationalization of assets, confiscatory taxation,
political instability, including authoritarian and/or military involvement in governmental decision-making, armed conflict and
social instability as a result of religious, ethnic and/or socio-economic unrest. Certain Asian economies have experienced rapid
rates of economic growth and industrialization in recent years, and there is no assurance that these rates of economic growth and
industrialization will be maintained.
Certain Asian countries have democracies
with relatively short histories, which may increase the risk of political instability. These countries have faced political and
military unrest, and further unrest could present a risk to their local economies and securities markets. Indonesia and the Philippines
have each experienced violence and terrorism, which has negatively impacted their economies. North Korea and South Korea each have
substantial military capabilities, and historical tensions between the two countries present the risk of war; in the recent past,
these tensions have escalated. Any outbreak of hostilities between the two countries could have a severe adverse effect on the
South Korean economy and securities market. Increased political and social unrest in these geographic areas could adversely affect
the performance of investments in this region.
Certain governments in this region administer
prices on several basic goods, including fuel and electricity, within their respective countries. Certain governments may exercise
substantial influence over many aspects of the private sector in their respective countries and may own or control many companies.
Future government actions could have a significant effect on the economic conditions in this region, which in turn could have a
negative impact on private sector companies. There is also the possibility of diplomatic developments adversely affecting investments
in the region.
Corruption and the perceived lack of a
rule of law in dealings with international companies in certain Asian countries may discourage foreign investment and could negatively
impact the long-term growth of certain economies in this region. In addition, certain countries in the region are experiencing
high unemployment and corruption, and have fragile banking sectors. Their securities markets are not as developed as those of other
countries and, therefore, are subject to additional risks such as trading halts.
Some economies in this region are dependent
on a range of commodities, including oil, natural gas and coal. Accordingly, they are strongly affected by international commodity
prices and particularly vulnerable to any weakening in global demand for these products. The market for securities in this region
may also be directly influenced by the flow of international capital, and by the economic and market conditions of neighboring
countries. Adverse economic conditions or developments in neighboring countries may increase investors' perception of the risk
of investing in the region as a whole, which may adversely impact the market value of the securities issued by companies in the
region.
Investments in China. The Chinese
economy is generally considered an emerging market and can be significantly affected by economic and political conditions and policy
in China and surrounding Asian countries. The economy of China, which has been in a state of transition from a planned economy
to a more market oriented economy, differs from the economies of most developed countries in many respects, including the level
of government involvement, its state of development, its growth rate, control of foreign exchange, and allocation of resources.
Although the majority of productive assets
in China are still owned by the Chinese government at various levels, the Chinese government has implemented economic reform measures
emphasizing utilization of market forces in the development of the economy of China and a high level of management autonomy. The
economy of China has experienced significant growth in the past 20 years, but growth has been uneven both geographically and among
various sectors of the economy. Economic growth has often been accompanied by periods of high inflation in China. The Chinese government
has implemented various measures from time to time to control inflation and restrain the rate of economic growth.
The Chinese government has carried out
economic reforms to achieve decentralization and utilization of market forces to develop the economy of China. These reforms have
resulted in significant economic growth and social progress. There can, however, be no assurance that the Chinese government will
continue to pursue such economic policies or, if it does, that those policies will continue to be successful. Any such adjustment
and modification of those economic policies may have an adverse impact on the securities market in China, the portfolio securities
of a Fund or a Fund itself. Further, the Chinese government may from time to time adopt corrective measures to control the growth
of the Chinese economy which may also have an adverse impact on the capital growth and performance of a Fund. Political changes,
social instability and adverse diplomatic developments in China could result in the imposition of additional government restrictions
including expropriation of assets, confiscatory taxes or nationalization of some or all of the property held by the underlying
issuers of a Fund’s portfolio securities. As the Chinese economy develops, its growth may slow significantly and sometimes
unexpectedly. The laws, regulations, including the investment regulations allowing foreigners to invest in Chinese securities,
government policies and political and economic climate in China may change with little or no advance notice. Any such change could
adversely affect market conditions and the performance of the Chinese economy and, thus, the value of securities in a Fund’s
portfolio.
The Chinese government continues to be
an active participant in many economic sectors through ownership positions and regulation. The allocation of resources in China
is subject to a high level of government control. The Chinese government strictly regulates the payment of foreign currency denominated
obligations and sets monetary policy. Through its policies, the government may provide preferential treatment to particular industries
or companies. The policies set by the government could have a substantial effect on the Chinese economy and a Fund’s investments.
The Chinese government strictly regulates the payment of foreign currency denominated obligations and sets monetary policy, and
may introduce new laws and regulations that have an adverse effect on a Fund.
In addition, the Chinese economy is export-driven
and highly reliant on trade. Recent developments in relations between the United States and China have heightened concerns of increased
tariffs and restrictions on trade between the two countries. An increase in tariffs or trade restrictions, or even the threat of
such developments, could lead to a significant reduction in international trade, which could have a negative impact on China's
export industry and a commensurately negative impact on the Fund. A downturn in the economies of China’s primary trading
partners could also slow or eliminate the growth of the Chinese economy and adversely impact a Fund’s investments.
The performance of the Chinese economy
may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product, rate of inflation,
currency depreciation, capital reinvestment, resource self-sufficiency and balance of payments position. Adverse changes to the
economic conditions of its primary trading partners, such as the United States, Japan and South Korea, would adversely impact the
Chinese economy and a Fund’s investments. Moreover, the slowdown in other significant economies of the world, such as the
United States, the European Union (“EU”) and certain Asian countries, may adversely affect economic growth in China.
An economic downturn in China would likely adversely a Fund’s investments.
The regulatory and legal framework for
capital markets in China may not be as well developed as those of developed countries. Chinese laws and regulations affecting securities
markets are relatively new and evolving, and enforcement of these regulations involve significant uncertainties. No assurance can
be given that changes in such laws and regulations, their interpretation or their enforcement will not have a material adverse
effect on their business operations or on a Fund.
Although China has begun the process of
privatizing certain sectors of its economy, privatized entities may lose money and/or be re-nationalized. Accordingly, an investment
in a Fund involves a risk of total loss. In the Chinese securities markets, a small number of issuers may represent a large portion
of the entire market. The Chinese securities markets are characterized by relatively frequent trading halts and low trading volume,
resulting in substantially less liquidity and greater price volatility. These risks may be more pronounced for the A Share market
than for Chinese equity securities markets generally because the A Share market is subject to greater government restrictions and
control, including the risk of nationalization or expropriation of private assets which could result in a total loss of an investment
in a Fund.
Repatriations of gains and income on PRC
securities may require the approval of China’s State Administration of Foreign Exchange (“SAFE”) and principal
invested pursuant to the PRC securities quota may be subject to repatriation restrictions, depending on the license used and the
period from remittance of funds into China.
Currently, there are two stock exchanges
in mainland China, the Shanghai and Shenzhen Stock Exchanges. The Shanghai and Shenzhen Stock Exchanges are supervised by the China
Securities Regulatory Commission (“CSRC”) and are highly automated with trading and settlement executed electronically.
The Shanghai and Shenzhen Stock Exchanges are substantially smaller, less liquid and more volatile than the major securities markets
in the United States.
The Shanghai Stock Exchange commenced trading
on December 19, 1990, the Shenzhen Stock Exchange commenced trading on July 3, 1991 and the Hong Kong Stock Exchange commenced
trading on April 2, 1986. The Shanghai and Shenzhen Stock Exchanges divide listed shares into two classes: A-Shares and B-Shares.
Companies whose shares are traded on the Shanghai and Shenzhen Stock Exchanges that are incorporated in mainland China may issue
both A-Shares and B-Shares. In China, the A-Shares and B-Shares of an issuer trade on one exchange. A-Shares and B-Shares may both
be listed on either the Shanghai or Shenzhen Stock Exchange. Both classes represent an ownership interest comparable to a share
of common stock. A-Shares are traded on the Shanghai and Shenzhen Stock Exchanges in Chinese currency. B-Shares are traded on the
Shenzhen and Shanghai Stock Exchanges in Hong Kong dollars and U.S. dollars, respectively.
Foreign investors had historically been
unable to participate in the PRC securities market. However, in late 2002, Investment Regulations promulgated by the CSRC came
into effect, which were replaced by the updated Investment Regulations (i.e., "Measures for the Administration of the Securities
Investments of Qualified Foreign Institutional Investors in the PRC"), which came into effect on September 1, 2006, that provided
a legal framework for certain Qualified Foreign Institutional Investors (“QFIIs”) to invest in PRC securities and certain
other securities historically not eligible for investment by non-Chinese investors, through quotas granted by SAFE to those QFIIs
which have been approved by the CSRC. The RMB QFII (“RQFII”) program was instituted in December 2011 and is substantially
similar to the QFII program, but provides for greater flexibility in repatriating assets. On September 10, 2019, the PRC government
announced that it would scrap QFII and RQFII quotas, meaning that entities registered with the appropriate Chinese regulator will
no longer be subject to quotas when investing in PRC securities (but will remain subject to foreign shareholder limits). It is
currently unclear when this change will take effect.
In November 2014, the PRC government launched
the Shanghai-Hong Kong Stock Connect program, which allows investors with brokerage accounts in Hong Kong to invest in certain
A-Shares without a RQFII or QFII license. A similar stock connect program, the Shenzhen-Hong Kong Stock Connect program, launched
in November 2016, and the Shanghai-London Stock Connect Program and the China-Japan Stock Connect both launched in June 2019 (together,
the “Stock Connect Programs”).
In February 2016, the People’s Bank
of China established a program that permits foreign investors to invest directly in securities traded on the Chinese Interbank
Bond Market (“CIBM”), even without a RQFII or QFII license (“CIBM Program”). If a Fund participates in
the CIBM Program, a PRC onshore settlement agent will be appointed for a Fund, which is required by the CIBM Program.
Bond Connect, a mutual market access scheme,
commenced trading on July 3, 2017 and represents an exception to Chinese laws that generally restrict foreign investment in RMB
Bonds. In August 2018, Bond Connect enhanced its settlement system to fully implement real-time delivery-versus-payment settlement
of trades, which has resulted in increased adoption of Bond Connect by investors. However, if a Fund participates in Bond Connect,
there is a risk that Chinese regulators may alter all or part of the structure and terms of, as well as the Fund’s access
to, Bond Connect in the future or eliminate it altogether, which may limit or prevent the Fund from investing directly in or selling
its RMB Bonds.
There is no guarantee that any quota received
by Krane or a subadviser of a Fund to invest in PRC securities will not be modified or revoked in the future. Additionally, given
that the PRC securities markets are considered volatile and unstable, the creation and redemption of Creation Units may also be
disrupted. A participating dealer may not redeem or create Creation Units of a Fund for securities if it believes PRC securities
are not available.
PRC Custodian and Dealer/Settlement
Agent.
A Fund is responsible for selecting
the PRC Dealer/Settlement Agent to execute certain transactions for a Fund in the PRC markets. Krane or a sub-adviser can currently
only use a limited number of PRC Dealers/Settlement Agents and may use more than one PRC Dealer/Settlement Agent for accessing
some securities. Should, for any reason, a Fund’s ability to use a given PRC Dealer/Settlement Agent be affected, this could
disrupt the operations of a Fund and affect the ability of a Fund to track the underlying index or cause a premium or a discount
to the trading price of a Fund’s shares. A Fund may also incur losses due to the acts or omissions of either the relevant
PRC Dealer/Settlement Agent or the PRC Custodian in the execution or settlement of any transaction or in the transfer of any funds
or securities. Subject to the applicable laws and regulations in the PRC, Krane or a sub-adviser will make arrangements to ensure
that the PRC Dealers/Settlement Agents and PRC Custodian have appropriate procedures to properly seek to safe-keep a Fund’s
assets.
According to the applicable
Chinese regulations and market practice, the securities and cash accounts for a Fund held in the PRC pursuant to a RQFII or QFII
license are to be maintained in the joint names of Krane or a sub-adviser as the QFII or RQFII holder and the Fund. Krane or a
sub-adviser may not use the account for any other purpose than for maintaining a Fund’s assets. However, given that the securities
trading account will or would be maintained in the joint names of Krane or a sub-adviser and the Fund, the Fund’s assets
may not be as well protected as they would be if it were possible for them to be registered and held solely in the name of the
Fund. In particular, there is a risk that creditors of Krane or a sub-adviser may assert that the securities are owned by Krane
and not the Fund, and that a court would uphold such an assertion, in which case creditors of Krane could seize assets of the Fund.
Because Krane or a sub-adviser’s PRC securities quota would be in the name of Krane and the Fund, there is also a risk that
regulatory actions taken against Krane by PRC government authorities may affect the Fund.
Investors should note that cash
deposited in the cash account of a Fund with the PRC Custodian will not be segregated but will be a debt owing from the PRC Custodian
to a Fund as a depositor. Such cash will be co-mingled with cash belonging to other clients of the PRC Custodian. In the event
of bankruptcy or liquidation of the PRC Custodian, a Fund will not have any proprietary rights to the cash deposited in such cash
account, and a Fund will become an unsecured creditor, ranking pari passu with all other unsecured creditors, of the PRC Custodian.
A Fund may face difficulty and/or encounter delays in recovering such debt, or may not be able to recover it in full or at all,
in which case a Fund will suffer losses.
In the event of any default
of either the relevant PRC Dealer/Settlement Agent or the PRC Custodian (directly or through its delegate) in the execution or
settlement of any transaction or in the transfer of any funds or securities in the PRC, a Fund may encounter delays in recovering
its assets which may in turn adversely impact the NAV of that Fund.
Currency, Capital Controls
and Currency Conversion Risk. Economic conditions and political events may lead to foreign government intervention and the
imposition of additional or renewed capital controls in China, which may impact the ability of a Fund to buy, sell or otherwise
transfer securities or currency, and limit a Fund’s ability to pay redemptions, and cause a Fund to decline in value. Although
the RMB is not presently freely convertible, there is no assurance that repatriation restrictions will not be (re-)imposed in the
future. Because the Fund’s NAV is determined on the basis of U.S. dollars, a Fund may lose value if the RMB depreciates against
the U.S. dollar, even if the local currency value of a Fund’s holdings goes up. A Fund may also be subject to delays in converting
or transferring U.S. dollars to RMB for the purpose of purchasing A Shares. This may hinder its performance, including because
any delay could result in the Fund missing an investment opportunity and purchasing securities at a higher price than originally
intended, or incurring cash drag.
Disclosure of Interests and Short Swing
Profit Rule. The Fund may be subject to shareholder disclosure of interest regulations promulgated by the CSRC. These
regulations currently require a Fund to make certain public disclosures when a Fund and parties acting in concert with a Fund acquire
5% or more of the issued securities of a listed company. If the reporting requirement is triggered, a Fund will be required to
report information which includes, but is not limited to: (a) information about a Fund and the type and extent of its holdings
in the company; (b) a statement of a Fund’s purposes for the investment and whether a Fund intends to increase its holdings
over the following 12-month period; (c) a statement of a Fund’s historical investments in the company over the previous six
months; (d) the time of, and other information relating to, the transaction that triggered a Fund’s holding in the listed
company reaching the 5% reporting threshold; and (e) other information that may be required by the CSRC or the stock exchange.
Additional information may be required if a Fund and its concerted parties constitute the largest shareholder or actual controlling
shareholder of the listed company. The report must be made to the CSRC, the stock exchange, the invested company, and the CSRC
local representative office where the listed company is located. A Fund would also be required to make a public announcement through
a media outlet designated by the CSRC. The public announcement must contain the same content as the official report.
The relevant PRC regulations presumptively
treat all affiliated investors and investors under common control as parties acting in concert. As such, under a conservative interpretation
of these regulations, a Fund may be deemed as a “concert party” of other funds managed by Krane, a sub-adviser and/or
their affiliates and therefore may be subject to the risk that a Fund’s holdings may be required to be reported in the aggregate
with the holdings of such other funds should the aggregate holdings trigger the reporting threshold under the PRC law.
If the 5% shareholding threshold is triggered
by a Fund and parties acting in concert with the Fund, the Fund would be required to file its report within three days of the date
the threshold is reached. During the time limit for filing the report, a trading freeze applies and the Fund would not be permitted
to make subsequent trades in the invested company’s securities. Any such trading freeze may impair the ability of the Fund
to achieve its investment objective and undermine the Fund’s performance, if a Fund would otherwise make trades during that
period but is prevented from doing so by the regulation.
Once a Fund and parties acting in concert
reach the 5% trading threshold as to any listed company, any subsequent incremental increase or decrease of 5% or more will trigger
a further reporting requirement and an additional three-day trading freeze, and also an additional freeze on trading within two
days of a Fund’s report and announcement of the incremental change. These trading freezes may undermine a Fund’s performance
as described above. Also, Shanghai Stock Exchange requirements currently require a Fund and parties acting in concert, once they
have reach the 5% threshold, to disclose whenever their shareholding drops below this threshold (even as a result of trading which
is less than the 5% incremental change that would trigger a reporting requirement under the relevant CSRC regulation). CSRC regulations
also contain additional disclosure (and tender offer) requirements that apply when an investor and parties acting in concert reach
thresholds of 20% and greater than 30% shareholding in a company.
Subject to the interpretation of PRC courts
and PRC regulators, the operation of the PRC short swing profit rule may prevent a Fund from reducing its holdings in a PRC company
within six months of the last purchase of shares of the company if the Fund’s holding in that company exceeds the threshold
prescribed by the relevant exchange on which the PRC company’s shares are listed. If a Fund’s holdings are aggregated
with other investors deemed as acting as concert parties of a Fund, a Fund will be subject to these restrictions even though it
may not have caused or benefited by the activity. If a Fund violates the rule, it may be required by the listed company to return
any profits realized from such trading to the listed company. In addition, the rule limits the ability of a Fund to repurchase
securities of the listed company within six months of such sale. Moreover, under PRC civil procedures, a Fund’s assets may
be frozen to the extent of the claims made by the company in question. These risks may greatly impair the performance of a Fund.
Investments in Eastern Europe. Many
countries in Eastern Europe are in their infancy and are developing rapidly, but such countries may lack the social, political
and economic stability of more developed countries. Emerging market countries in Europe will be significantly affected by the fiscal
and monetary controls of the European Monetary Union. Changes in regulations on trade, decreasing imports or exports, changes in
the exchange rate of the euro and recessions among European countries may have a significant adverse effect on the economies of
other European countries including those of Eastern Europe. The markets in Eastern Europe remain relatively undeveloped and can
be particularly sensitive to political and economic developments, including those relating to Russia. Additionally, the small size
and inexperience of the securities markets in Eastern European countries and the limited volume of trading in securities in those
markets may make the Fund’s investments in such countries illiquid or more volatile than investments in more developed countries.
Investments in Germany. Investment
in German issuers subjects the Fund to legal, regulatory, political, currency, security, and economic risks specific to Germany.
Recently, new concerns have emerged in relation to the economic health of the European Union. These concerns have led to downward
pressure on the earnings of certain European issuers, including German financial services companies. Secessionist movements, such
as the Catalan movement in Spain, may have an adverse effect on the German economy. The German economy is dependent to a significant
extent on the economies of certain key trading partners, including the Netherlands, China, United States, United Kingdom, France,
Italy and other European countries. Reduction in spending on German products and services, or changes in any of its key trading
partners’ economies may have an adverse impact on the German economy. Recent developments in relations between the United
States and its trading partners have heightened concerns of increased tariffs and restrictions on trade between the countries.
An increase in tariffs or trade restrictions, or even the threat of such developments, could lead to a significant reduction in
international trade, which could have a negative impact on Germany's export industry and a commensurately negative impact on the
Fund. In addition, heavy regulation of labor, energy and product markets in Germany may have an adverse impact on German issuers.
Such regulations may negatively impact economic growth or cause prolonged periods of recession.
Investments in Hong Kong. The Fund
may invest in securities listed and traded on the Hong Kong Stock Exchange. In addition to the risks of investing in non-U.S. securities,
investing in securities listed and traded in Hong Kong involves special considerations not typically associated with investing
in countries with more democratic governments or more established economies or securities markets. Such risks may include: (i)
the risk of nationalization or expropriation of assets or confiscatory taxation; (ii) greater social, economic and political uncertainty
(including the risk of war); (iii) dependency on exports and the corresponding importance of international trade; (iv) increasing
competition from Asia’s other low-cost emerging economies; (v) currency exchange rate fluctuations and the lack of available
currency hedging instruments; (vi) higher rates of inflation; (vii) controls on foreign investment and limitations on repatriation
of invested capital and on a Fund’s ability to exchange local currencies for U.S. dollars; (viii) greater governmental involvement
in and control over the economy; (ix) the risk that the Chinese government may decide not to continue to support the economic reform
programs implemented since 1978 and could return to the prior, completely centrally planned, economy; (x) the fact that Chinese
companies, particularly those located in China, may be smaller, less seasoned and newly organized; (xi) the differences in, or
lack of, auditing and financial reporting standards which may result in unavailability of material information about issuers, particularly
in China; (xii) the fact that statistical information regarding the economy of China may be inaccurate or not comparable to statistical
information regarding the U.S. or other economies; (xiii) the less extensive, and still developing, regulation of the securities
markets, business entities and commercial transactions; (xiv) the fact that the settlement period of securities transactions in
foreign markets may be longer; (xv) the fact that the willingness and ability of the Chinese government to support the Chinese
and Hong Kong economies and markets is uncertain; (xvi) the risk that it may be more difficult, or impossible, to obtain and/or
enforce a judgment than in other countries; (xvii) the rapidity and erratic nature of growth, particularly in China, resulting
in inefficiencies and dislocations; (xviii) the risk that, because of the degree of interconnectivity between the economies and
financial markets of China and Hong Kong, any sizable reduction in the demand for goods from China, or an economic downturn in
China, could negatively affect the economy and financial market of Hong Kong as well; and (xix) the risk that certain companies
in a Fund’s underlying index may have dealings with countries subject to sanctions or embargoes imposed by the U.S. Government
or identified as state sponsors of terrorism.
Investments in Hong Kong are also subject
to certain political risks. Following the establishment of the People’s Republic of China by the Communist Party in 1949,
the Chinese government renounced various debt obligations incurred by China’s predecessor governments, which obligations
remain in default, and expropriated assets without compensation. There can be no assurance that the Chinese government will not
take similar action in the future. An investment in a Fund involves risk of a total loss. China has committed by treaty to preserve
Hong Kong’s autonomy and its economic, political and social freedoms for 50 years from the July 1, 1997 transfer of sovereignty
from Great Britain to China. However, if China would exert its authority so as to alter the economic, political or legal structures
or the existing social policy of Hong Kong, or is followed by political or economic disruptions, investor and business confidence
in Hong Kong could be negatively affected, which in turn could negatively affect markets and business performance. These and other
factors could have a negative impact on a Fund’s performance.
Investments in India. Foreign investment
in the securities of issuers in India is usually restricted or controlled to some degree. Under normal circumstances, income, gains
and initial capital with respect to such investments are freely repatriable, subject to payment of applicable Indian taxes. There
can be no assurance that these investment control regimes will not change in a way that makes it more difficult or impossible for
a Fund to implement its investment objective or repatriate its income, gains and initial capital from India.
The Indian government exercises significant
influence over many aspects of the economy. Government actions, bureaucratic obstacles and inconsistent economic reform could have
a significant effect on the economy and a Fund’s investments in India. There can be no assurance that the Indian government
in the future, whether for purposes of managing its balance of payments or for other reasons, will not impose restrictions on foreign
capital remittances abroad or otherwise modify the exchange control regime applicable to foreign institutional investors in such
a way that may adversely affect the ability of a Fund to repatriate its income and capital.
Founders and their families control many
Indian companies. Corporate governance standards of family-controlled companies may be weaker and less transparent, which increases
the potential for loss and unequal treatment of investors. The securities market in India is substantially smaller, less liquid
and significantly more volatile than the securities market in the U.S. Exchanges have also experienced problems such as temporary
exchange closures, broker defaults, settlement delays and broker strikes that, if they occur again in the future, could affect
the market prices and liquidity of the Indian securities in which a Fund invests. In addition, the governing bodies of the various
Indian stock exchanges have from time to time imposed restrictions on trading in certain securities, limits on price movements
and margin requirements. The relatively small market capitalizations of, and trading values on, the principal stock exchanges may
cause a Fund’s investments in securities listed on these exchanges to be comparatively less liquid and subject to greater
price volatility than comparable U.S. investments.
Religious, cultural and border disputes
persist in India. The Indian government has confronted separatist movements in several Indian states. The longstanding dispute
with Pakistan over the bordering Indian state of Jammu and Kashmir remains unresolved. If the Indian government is unable to control
the violence and disruption associated with these tensions (including both domestic and external sources of terrorism), the results
could destabilize the economy and, consequently, adversely affect a Fund’s investments. Both India and Pakistan have tested
nuclear weapons, and the threat of deploying such weapons could hinder development of the Indian economy, and escalating tensions
could impact the broader region, including China.
Investments in Indonesia. Indonesia
is subject to a considerable degree of economic, political and social instability. Indonesia has experienced currency devaluations,
substantial rates of inflation, widespread corruption and economic recessions. Indonesia is considered an emerging market, and
its securities laws are unsettled. Judicial enforcement of contracts with foreign entities is inconsistent and, as a result of
pervasive corruption, subject to the risk that cases will not be judged impartially. Indonesia has a history of political and military
unrest and has recently experienced acts of terrorism that have targeted foreigners. Such acts of terrorism have had a negative
impact on tourism, an important sector of the Indonesian economy. Additionally, Indonesia has faced violent separatist movements
on the islands of Sumatra and Timor, as well as outbreaks of violence amongst religious and ethnic groups. Although the Indonesian
government has recently revised policies intended to coerce cultural assimilation of ethnic minorities, a history of discrimination,
official persecution, and populist violence continues to heighten the risk of economic disruption in Indonesia due to ethnic tensions.
In addition, the Indonesian economy is heavily dependent on trading relationships with certain key trading partners, including
China, Japan, Singapore and the United States.
Investment in Japan. The Japanese
yen has shown volatility over the past two decades and such volatility could affect returns in the future. The yen may also be
affected by currency volatility elsewhere in Asia. Depreciation of the yen, and any other currencies in which the Fund’s
securities are denominated, will decrease the value of the Fund’s holdings.
Japan’s growth prospects appear to
be dependent on its export capabilities. Japan’s neighbors, in particular China, have become increasingly important export
markets. Despite a strengthening in the economic relationship between Japan and China, the countries’ political relationship
has at times been strained in recent years. Should political tension increase, it could adversely affect the economy and destabilize
the region as a whole. Japan also remains heavily dependent on oil imports, and higher commodity prices could therefore have a
negative impact on the economy. The natural disasters that have impacted Japan and the ongoing recovery efforts have had a negative
effect on Japan’s economy. Japan has an aging population and, as a result, Japan’s workforce is shrinking. Japan’s
economy may suffer if this trend continues.
Investments in Latin America. Latin
America, including Brazil and Mexico, has long suffered from political, economic, and social instability. For investors, this has
meant additional risk caused by periods of regional conflict, political corruption, totalitarianism, protectionist measures, nationalization,
hyperinflation, debt crises and defaults, sudden and large currency devaluation, and intervention by the military in civilian and
economic spheres. For example, the government of Brazil imposes a tax on foreign investment in Brazilian stocks and bonds, which
may affect the value of a Fund’s investments in Brazilian issuers. While some Latin American governments have experienced
privatization of state-owned companies and relaxation of trade restrictions, future free-market economic reforms are uncertain,
and political unrest could result in significant disruption in securities markets in the region. The economies of certain Latin
American countries have experienced high interest rates, economic volatility, inflation and high unemployment rates. Adverse economic
events in one country may have a significant adverse effect on other Latin American countries.
Commodities (such as oil, gas and minerals)
represent a significant percentage of the region’s exports and many economies in this region are particularly sensitive to
fluctuations in commodity prices. Some markets are in areas that have historically been prone to natural disasters or are economically
sensitive to environmental events, and a natural disaster could have a significant adverse impact on the economies in the geographic
region.
Many Latin American countries have high
levels of debt, which may stifle economic growth, contribute to prolonged periods of recession and adversely impact a Fund’s
investments. Most countries have been forced to restructure their loans or risk default on their debt obligations. Interest on
debt is subject to market conditions and may reach levels that would impair economic activity and create a difficult and costly
environment for borrowers. Governments may be forced to reschedule or freeze their debt repayment, which could negatively affect
local markets.
Investments in Middle East. Many
Middle Eastern countries are prone to political turbulence, which may have an adverse impact on a Fund. Many economies in the Middle
East are highly reliant on income from the sale of oil or trade with countries involved in the sale of oil, and their economies
are therefore vulnerable to changes in the market for oil and foreign currency values. As global demand for oil fluctuates, many
Middle Eastern economies may be significantly impacted.
In addition, many Middle Eastern governments
have exercised and continue to exercise substantial influence over many aspects of the private sector. In certain cases, a Middle
Eastern country’s government may own or control many companies, including some of the largest companies in the country. Accordingly,
governmental actions in the future could have a significant effect on economic conditions in Middle Eastern countries. This could
affect private sector companies and a Fund, as well as the value of securities in a Fund's portfolio.
Certain Middle Eastern markets are in the
earliest stages of development. As a result, there may be a high concentration of market capitalization and trading volume in a
small number of issuers representing a limited number of industries, as well as a high concentration of investors and financial
intermediaries. Brokers in Middle Eastern countries typically are fewer in number and less well capitalized than brokers in the
United States.
The legal systems in certain Middle Eastern
countries also may have an adverse impact on a Fund. For example, the potential liability of a shareholder in a U.S. corporation
with respect to acts of the corporation generally is limited to the amount of the shareholder’s investment. However, the
notion of limited liability is less clear in certain Middle Eastern countries. A Fund therefore may be liable in certain Middle
Eastern countries for the acts of a corporation in which it invests for an amount greater than its actual investment in that corporation.
Similarly, the rights of investors in Middle Eastern issuers may be more limited than those of shareholders of a U.S. corporation.
It may be difficult or impossible to obtain or enforce a legal judgment in a Middle Eastern country. Some Middle Eastern countries
prohibit or impose substantial restrictions on investments in their capital markets, particularly their equity markets, by foreign
entities such as a Fund. For example, certain countries may require governmental approval prior to investment by foreign persons
or limit the amount of investment by foreign persons in a particular issuer. Certain Middle Eastern countries may also limit the
investment by foreign persons to only a specific class of securities of an issuer that may have less advantageous terms (including
price) than securities of the issuer available for purchase by nationals.
The manner in which foreign investors may
invest in companies in certain Middle Eastern countries, as well as limitations on those investments, may have an adverse impact
on the operations of a Fund. For example, in certain of these countries, a Fund may be required to invest initially through a local
broker or other entity and then have the shares that were purchased re-registered in the name of a Fund. Re-registration in some
instances may not be possible on a timely basis. This may result in a delay during which a Fund may be denied certain of its rights
as an investor, including rights as to dividends or to be made aware of certain corporate actions. There also may be instances
where a Fund places a purchase order but is subsequently informed, at the time of re-registration, that the permissible allocation
of the investment to foreign investors has been filled.
Substantial limitations may exist in certain
Middle Eastern countries with respect to a Fund’s ability to repatriate investment income or capital gains. A Fund could
be adversely affected by delays in, or a refusal to grant, any required governmental approval for repatriation of capital, as well
as by the application to a Fund of any restrictions on investment.
Certain Middle Eastern countries may be
heavily dependent upon international trade and, consequently, have been and may continue to be negatively affected by trade barriers,
exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the
countries with which they trade. These countries also have been and may continue to be adversely impacted by economic conditions
in the countries with which they trade. In addition, certain issuers located in Middle Eastern countries in which a Fund invests
may operate in, or have dealings with, countries subject to sanctions and/or embargoes imposed by the U.S. government and the United
Nations, and/or countries identified by the U.S. government as state sponsors of terrorism. As a result, an issuer may sustain
damage to its reputation if it is identified as an issuer which operates in, or has dealings with, such countries. A Fund, as an
investor in such issuers, will be indirectly subject to those risks.
Certain Middle Eastern countries have strained
relations with other Middle Eastern countries due to territorial disputes, historical animosities or defense concerns, which may
adversely affect the economies of these Middle Eastern countries. Certain Middle Eastern countries experience significant unemployment,
as well as widespread underemployment. Recently, many Middle Eastern countries have experienced political, economic and social
unrest as protestors have called for widespread reform. These protests may adversely affect the economies of these Middle Eastern
countries.
Investments in South Africa. South
Africa’s two-tiered economy, with one rivaling developed countries and the other exhibiting many characteristics of developing
countries, is characterized by uneven distribution of wealth and income and high rates of unemployment. This may cause civil and
social unrest, which could adversely impact the South African economy. Ethnic and civil conflict could result in the abandonment
of many of South Africa’s free market reforms. In addition, South Africa has experienced high rates of human immunodeficiency
virus (HIV) and HIV remains a prominent health concern. Although economic reforms have been enacted to promote growth and foreign
investments, there can be no assurance that these programs will achieve the desired results. South Africa’s inadequate currency
reserves have left its currency vulnerable, at times, to devaluation. South Africa has privatized or has begun the process of privatization
of certain entities and industries. In some instances, investors in certain newly privatized entities have suffered losses due
to the inability of the newly privatized entities to adjust quickly to a competitive environment or to changing regulatory and
legal standards. There is no assurance that such losses will not recur. Despite significant reform and privatization, the South
African government continues to control a large share of South African economic activity. Heavy regulation of labor and product
markets is pervasive and may stifle South African economic growth or cause prolonged periods of recession. The agriculture and
mining sectors of South Africa’s economy account for a large portion of its exports, and thus the South African economy is
susceptible to fluctuations in these commodity markets. Moreover, the South African economy is heavily dependent upon the economies
of Europe, Asia (particularly Japan) and the United States. Reduction in spending by these economies on South African products
and services or negative changes in any of these economies may cause an adverse impact on the South African economy. South Africa
has historically experienced acts of terrorism and strained international relations related to border disputes, historical animosities,
racial tensions and other defense concerns. These situations may cause uncertainty in the South African market and may adversely
affect the South African economy.
Investments in South Korea. The
South Korean economy is heavily dependent on trading exports and on the economies of other Asian countries, especially China or
Southeast Asia, and the United States as key trading partners. Distributions in trade activity, reductions in spending by these
economies on South Korean products and services or negative changes in any of these economies may have an adverse impact on the
South Korean economy. Furthermore, South Korea’s economy may be impacted by currency fluctuations and increasing competition
from Asia’s other low-cost emerging economies. Finally, South Korea’s economic growth potential has recently been on
a decline due to, among other factors, a rapidly aging population and structural problems.
Substantial tensions with North Korea may
cause further uncertainty in the political and economic climate of South Korea. North and South Korea each have substantial military
capabilities, and historical tensions between the two present the ongoing risk of war. Recent events involving the North Korean
military have escalated tensions between North and South Korea. Any outbreak of hostilities between the two countries, or even
the threat of an outbreak of hostilities, may have a severe adverse effect on the South Korean economy and any investments in South
Korea.
Investments in Taiwan. The political
reunification of China and Taiwan, over which China continues to claim sovereignty, remains tense and is unlikely to be settled
in the near future. China has staged frequent military drills off the coast of Taiwan and relations between China and Taiwan have
been hostile at times. This continuing hostility between China and Taiwan may have an adverse impact on the values of a Fund’s
investments in China or Taiwan, or make such investments impracticable or impossible. Any escalation of hostility between China
and Taiwan would likely have a significant adverse impact on the value of a Fund’s investments in both countries and the
region. In addition, certain Asian economies have experienced over-extension of credit, currency devaluations and restrictions,
high unemployment, high inflation, decreased exports and economic recessions. Economic events in any one country may have a significant
economic effect on the entire Asian region and any adverse events in the Asian markets may have a significant adverse effect on
Taiwanese companies.
Taiwan’s growth has been export-driven
to a significant degree. As a result, Taiwan is affected by changes in the economies of its main trading partners. If growth in
the export sector declines, future growth will be increasingly reliant on domestic demand. Taiwan has limited natural resources,
resulting in dependence on foreign sources for certain raw materials and vulnerability to global fluctuations of price and supply.
This dependence is especially pronounced in the energy sector. Any fluctuations or shortages in the commodity markets could have
a negative impact on Taiwan’s economy. A significant increase in energy prices could have an adverse impact on Taiwan’s
economy.
Investments in United Kingdom. In
a referendum held on June 23, 2016, citizens of the United Kingdom voted to leave the European Union (“EU”), creating
economic and political uncertainty in its wake. There is considerable uncertainty as to the position of the United Kingdom and
the arrangements that will apply to its relationships with the EU and other countries following its anticipated withdrawal. This
uncertainty may affect other countries in the EU, or elsewhere, including issuers located in emerging market countries, if they
are considered to be impacted by these events.
The United Kingdom has one of the largest
economies in Europe, and member countries of the EU are substantial trading partners of the United Kingdom. The City of London’s
economy is dominated by financial services, some of which may have to move outside of the United Kingdom post-referendum (e.g.,
currency trading, international settlement). Under Brexit, banks may be forced to move staff and comply with two separate sets
of rules or lose business to banks in Europe. Furthermore, the referendum creates the potential for decreased trade, the possibility
of capital outflows, devaluation of the pound sterling, the cost of higher corporate bond spreads due to uncertainty, and the risk
that all the above could damage business and consumer spending as well as foreign direct investment. As a result of the referendum,
the British economy and its currency may be negatively impacted by changes to its economic and political relations with the EU.
The impact of the referendum in the near-
and long-term is still unknown and could have additional adverse effects on economies, financial markets and asset valuations around
the world.
Currency Transactions
The Fund may enter into spot currency transactions,
foreign currency forward and foreign currency futures contracts. Foreign currency forward and foreign currency futures contracts
are derivatives and are subject to derivatives risk.
Forward Foreign Currency Contracts.
A forward foreign currency exchange contract (“forward contract”) involves an obligation to purchase or sell a specific
currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a
price set at the time of the contract. These contracts are principally traded in the interbank market conducted directly between
currency traders (usually large commercial banks) and their customers. A forward contract generally has no margin deposit requirement.
A non-deliverable forward contract is a
forward contract where there is no physical settlement of two currencies at maturity. Non-deliverable forward contracts are contracts
between parties in which one party agrees to make a payment to the other party (the “Counterparty”) based on the change
in market value or level of a specified currency. In return, the Counterparty agrees to make payment to the first party based on
the return of a different specified currency. Non-deliverable forward contracts will usually be done on a net basis, with a Fund
receiving or paying only the net amount of the two payments. The net amount of the excess, if any, of a Fund’s obligations
over its entitlements with respect to each non-deliverable forward contract is accrued on a daily basis and an amount of cash or
highly liquid securities having an aggregate value at least equal to the accrued excess is maintained in an account at the Trust’s
custodian bank. The risk of loss with respect to non-deliverable forward contracts generally is limited to the net amount of payments
that a Fund is contractually obligated to make or receive.
Foreign Currency Futures Contracts.
A foreign currency futures contract is a contract involving an obligation to deliver or acquire the specified amount of a specific
currency, at a specified price and at a specified future time. Futures contracts may be settled on a net cash payment basis rather
than by the sale and delivery of the underlying currency.
Currency exchange transactions involve
a significant degree of risk and the markets in which currency exchange transactions are effected are highly volatile, specialized
and technical. Significant changes, including changes in liquidity and prices, can occur in such markets within very short periods
of time, often within minutes. Currency exchange trading risks include, but are not limited to, exchange rate risk, maturity gap,
interest rate risk, and potential interference by foreign governments through regulation of local exchange markets, foreign investment
or particular transactions in foreign currency. If a Fund utilizes foreign currency transactions at an inappropriate time, such
transactions may not serve their intended purpose of improving the correlation of a Fund’s return with the performance of
the underlying index and may lower a Fund’s return. A Fund could experience losses if the value of any currency forwards
and futures positions is poorly correlated with its other investments or if it could not close out its positions because of an
illiquid market. Such contracts are subject to the risk that the counterparty will default on its obligations. In addition, a Fund
will incur transaction costs, including trading commissions, in connection with certain foreign currency transactions.
Foreign Exchange Spot Transactions.
The Fund may settle trades of holdings denominated in foreign currencies on a spot (i.e., cash) basis at the prevailing
rate in the foreign currency exchange market. A foreign exchange spot transaction, also known as FX spot, is an agreement between
two parties to buy one currency against selling another currency at an agreed price for settlement on the spot date. The exchange
rate at which the transaction is done is called the spot exchange rate. Unlike forward foreign currency exchange contracts and
foreign currency futures contracts, which involve trading a particular amount of a currency pair at a predetermined price at some
point in the future, the underlying currencies in a spot FX are exchanged following the settlement date.
Equity Securities
The Fund may invest in equity securities.
Equity securities represent ownership interests in a company or partnership and consist of common stocks, preferred stocks, warrants
to acquire common stock, securities convertible into common stock, and investments in master limited partnerships. Investments
in equity securities in general are subject to market risks that may cause their prices to fluctuate over time. Fluctuations in
the value of equity securities in which a Fund invests will cause the NAV of a Fund to fluctuate. Global stock markets, including
the U.S. stock market, tend to be cyclical, with periods when stock prices generally rise and periods when stock prices generally
decline. The Fund may purchase equity securities traded on exchanges or the over-the-counter (“OTC”) market. The Fund
may invest in the types of equity securities described in more detail below.
Common Stock. Common stock represents
an equity or ownership interest in an issuer. In the event an issuer is liquidated or declares bankruptcy, the claims of owners
of bonds and preferred stock take precedence over the claims of those who own common stock.
Preferred Stock. Preferred stock
represents an equity or ownership interest in an issuer that pays dividends at a specified rate and that has precedence over common
stock in the payment of dividends. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds take
precedence over the claims of those who own preferred and common stock.
Convertible Securities. Convertible
securities are bonds, debentures, notes, preferred stocks or other securities that may be converted or exchanged (by the holder
or by the issuer) into shares of the underlying common stock (or cash or securities of equivalent value) at a stated exchange ratio.
A convertible security may also be called for redemption or conversion by the issuer after a particular date and under certain
circumstances (including a specified price) established upon issue. If a convertible security held by a Fund is called for redemption
or conversion, a Fund could be required to tender it for redemption, convert it into the underlying common stock, or sell it to
a third party.
Convertible securities generally have less
potential for gain or loss than common stocks. Convertible securities generally provide yields higher than the underlying common
stocks, but generally lower than comparable non-convertible securities. Because of this higher yield, convertible securities generally
sell at a price above their “conversion value,” which is the current market value of the stock to be received upon
conversion. The difference between this conversion value and the price of convertible securities will vary over time depending
on changes in the value of the underlying common stocks and interest rates. When the underlying common stocks decline in value,
convertible securities tend not to decline to the same extent because of the interest or dividend payments and the repayment of
principal at maturity for certain types of convertible securities. However, securities that are convertible other than at the option
of the holder generally do not limit the potential for loss to the same extent as securities convertible at the option of the holder.
When the underlying common stocks rise in value, the value of convertible securities may also be expected to increase. At the same
time, however, the difference between the market value of convertible securities and their conversion value will narrow, which
means that the value of convertible securities will generally not increase to the same extent as the value of the underlying common
stocks. Because convertible securities may also be interest-rate sensitive, their value may increase as interest rates fall and
decrease as interest rates rise. Convertible securities are also subject to credit risk, and are often lower-quality securities.
Small and Medium Capitalization Issuers.
Investing in equity securities of small and medium capitalization companies often involves greater risk than is customarily associated
with investments in larger capitalization companies. This increased risk may be due to the greater business risks of smaller size,
limited markets and financial resources, narrow product lines and frequent lack of depth of management. The securities of smaller
companies are often traded in the OTC market and even if listed on a national securities exchange may not be traded in volumes
typical for that exchange. Consequently, the securities of smaller companies are less likely to be liquid, may have limited market
stability, and may be subject to more abrupt or erratic market movements than securities of larger, more established growth companies
or the market averages in general.
Warrants. Warrants are instruments
that entitle the holder to buy an equity security at a specific price for a specific period of time. Changes in the value of a
warrant do not necessarily correspond to changes in the value of its underlying security. The price of a warrant may be more volatile
than the price of its underlying security, and a warrant may offer greater potential for capital appreciation as well as capital
loss. Warrants do not entitle a holder to dividends or voting rights with respect to the underlying security and do not represent
any rights in the assets of the issuing company. A warrant ceases to have value if it is not exercised prior to its expiration
date. These factors can make warrants more speculative than other types of investments.
Rights. A right is a privilege granted
to existing shareholders of a corporation to subscribe to shares of a new issue of common stock before it is issued. Rights normally
have a short life of usually two to four weeks, are freely transferable and entitle the holder to buy the new common stock at a
lower price than the public offering price. An investment in rights may entail greater risks than certain other types of investments.
Generally, rights do not carry the right to receive dividends or exercise voting rights with respect to the underlying securities,
and they do not represent any rights in the assets of the issuer. In addition, their value does not necessarily change with the
value of the underlying securities, and they cease to have value if they are not exercised on or before their expiration date.
Investing in rights increases the potential profit or loss to be realized from the investment as compared with investing the same
amount in the underlying securities.
Depositary Receipts. The Fund may
invest in issuers located outside the United States directly, or in financial instruments that are indirectly linked to the performance
of foreign issuers. Examples of such financial instruments include ADRs, Global Depositary Receipts (“GDRs”), European
Depositary Receipts (“EDRs”), International Depository Receipts (“IDRs”), “ordinary shares,”
and “New York shares” issued and traded in the United States. ADRs are U.S. dollar-denominated receipts typically issued
by U.S. banks and trust companies that evidence ownership of underlying securities issued by a foreign issuer. The underlying securities
may not necessarily be denominated in the same currency as the securities into which they may be converted. The underlying securities
are held in trust by a custodian bank or similar financial institution in the issuer’s home country. The depositary bank
may not have physical custody of the underlying securities at all times and may charge fees for various services, including forwarding
dividends and interest and corporate actions. Generally, ADRs in registered form are designed for use in domestic securities markets
and are traded on exchanges or over-the-counter in the United States. GDRs, EDRs, and IDRs are similar to ADRs in that they are
certificates evidencing ownership of shares of a foreign issuer, however, GDRs, EDRs, and IDRs may be issued in bearer form and
denominated in other currencies, and are generally designed for use in specific or multiple securities markets outside the United
States. EDRs, for example, are designed for use in European securities markets while GDRs are designed for use throughout the world.
Ordinary shares are shares of foreign issuers that are traded abroad and on a U.S. exchange. New York shares are shares that a
foreign issuer has allocated for trading in the United States. ADRs, ordinary shares, and New York shares all may be purchased
with and sold for U.S. dollars.
Depositary receipts may be sponsored or
unsponsored. Although the two types of depositary receipt facilities (unsponsored or sponsored) are similar, there are differences
regarding a holder’s rights and obligations and the practices of market participants. A depository may establish an unsponsored
facility without participation by (or acquiescence of) the underlying issuer; typically, however, the depository requests a letter
of non-objection from the underlying issuer prior to establishing the facility. Holders of unsponsored depositary receipts generally
bear all the costs of the facility. The depository usually charges fees upon the deposit and withdrawal of the underlying securities,
the conversion of dividends into U.S. dollars or other currency, the disposition of non-cash distributions, and the performance
of other services. The depository of an unsponsored facility frequently is under no obligation to distribute shareholder communications
received from the underlying issuer or to pass through voting rights to depositary receipt holders with respect to the underlying
securities.
Sponsored depositary receipt facilities
are created in generally the same manner as unsponsored facilities, except that sponsored depositary receipts are established jointly
by a depository and the underlying issuer through a deposit agreement. The deposit agreement sets out the rights and responsibilities
of the underlying issuer, the depository, and the depositary receipt holders. With sponsored facilities, the underlying issuer
typically bears some of the costs of the depositary receipts (such as dividend payment fees of the depository), although most sponsored
depositary receipts holders may bear costs such as deposit and withdrawal fees. Depositories of most sponsored depositary receipts
agree to distribute notices of shareholder meetings, voting instructions, and other shareholder communications and information
to the depositary receipt holders at the underlying issuer’s request.
Depositary receipts may be unregistered
and unlisted. A Fund’s investments may also include ADRs that are not purchased in the public markets and are restricted
securities that can be offered and sold only to “qualified institutional buyers” under Rule 144A of the Securities
Act of 1933, as amended. Depositary receipts may become illiquid. A Fund will determine
the liquidity of such investments pursuant to guidelines established by the Fund’s Board of Trustees. If adverse market conditions
were to develop during the period between a Fund’s decision to sell these types of ADRs and the point at which a Fund is
permitted or able to sell such security, a Fund might obtain a price less favorable than the price that prevailed when it decided
to sell.
Real Estate Investment Trusts.
The Fund may invest in the securities of real estate investment trusts (“REITs”). Risks associated with investments
in securities of REITs include decline in the value of real estate, risks related to general and local economic conditions, overbuilding
and increased competition, increases in property taxes and operating expenses, changes in zoning laws, casualty or condemnation
losses, variations in rental income, changes in neighborhood values, the appeal of properties to tenants, and increases in interest
rates. In addition, equity REITs may be affected by changes in the values of the underlying property owned by the trusts, while
mortgage REITs may be affected by the quality of credit extended. REITs are dependent upon management skills, may not be diversified
and are subject to the risks of financing projects. REITs are also subject to heavy cash-flow dependency, defaults by borrowers,
self-liquidation and the possibility of failing to qualify for tax-free pass-through of income and net gains under the Code and
to maintain exemption from the 1940 Act. If an issuer of debt securities collateralized by real estate defaults, it is conceivable
that the REITs could end up holding the underlying real estate. Because REITs have ongoing fees and expenses, which may include
management, operating and administration expenses, REIT shareholders, including a Fund, will indirectly bear a proportionate share
of those expenses in addition to the expenses of a Fund. However, such expenses are not considered to be Acquired Fund Fees and
Expenses and, therefore, are not reflected as such in a Fund's fee table.
Privately-Issued
Securities
The Fund may invest in privately-issued
securities, including those that are normally purchased pursuant to Rule 144A or Regulation S under the Securities Act. Privately-issued
securities typically may be resold only to “qualified institutional buyers,” in a privately negotiated transaction,
to a limited number of purchasers or in limited quantities after they have been held for a specified period of time and other conditions
are met for an exemption from registration. Because there may be relatively few potential purchasers for such securities, especially
under adverse market or economic conditions or in the event of adverse changes in the financial condition of the issuer, the Fund
may find it more difficult to sell such securities when it may be advisable to do so or it may be able to sell such securities
only at prices lower than if such securities were more widely held and traded. At times, it also may be more difficult to determine
the fair value of such securities for purposes of computing the Fund’s NAV due to the absence of an active trading market.
There can be no assurance that a privately-issued security that is deemed to be liquid when purchased will continue to be liquid
for as long as it is held by the Fund, and its value may decline as a result.
Derivatives
The Fund may use derivative instruments
as part of their investment strategies. Generally, derivatives are financial contracts the value of which depends upon, or is derived
from, the value of an underlying asset, reference rate or index, and may relate to bonds, interest rates, currencies, commodities,
and related indexes. Examples of derivative instruments include forward currency contracts, currency and interest rate swaps, currency
options, futures contracts, including index futures, options on futures contracts, structured notes, and swap contracts. A Fund’s
use of derivative instruments will be collateralized by investments in short term, high-quality U.S. money market securities.
With respect to certain kinds of derivative
transactions entered into by a Fund that involve obligations to make future payments to third parties, including, but not limited
to, futures contracts, forward contracts, swap contracts, the purchase of securities on a when-issued or delayed delivery basis,
or reverse repurchase agreements, under applicable federal securities laws, rules, and interpretations thereof, a Fund must “set
aside” (referred to sometimes as “asset segregation”) liquid assets, or engage in other measures to “cover”
open positions with respect to such transactions. For example, with respect to forward foreign currency exchange contracts and
futures contracts that are not contractually required to “cash-settle,” a Fund must cover its open positions by setting
aside liquid assets equal to the contracts’ full, notional value, except that deliverable forward contracts for currencies
that are liquid will be treated as the equivalent of “cash-settled” contracts. As such, a Fund may set aside liquid
assets in an amount equal to a Fund’s daily marked-to-market (net) obligation (i.e., a Fund’s daily net liability
if any) rather than the full notional amount under such deliverable forward foreign currency exchange contracts. With respect to
forward foreign currency exchange contracts and futures contracts that are contractually required to “cash-settle,”
a Fund may set aside liquid assets in an amount equal to a Fund’s daily marked-to-market (net) obligation rather than the
notional value. Because a Fund may enter into (or “open”) certain derivatives contracts with an initial investment
that is less than the notional value of the contract, such contracts provide inherent economic leverage equal to the difference
between the initial investment requirement (also known as initial margin requirement) and the notional value of the contract. A
Fund reserves the right to modify its asset segregation policies in the future consistent with applicable law. A Fund’s use
of derivatives may be limited by the requirements of the Internal Revenue Code of 1986, as amended (the “Code”) for
qualification as a regulated investment company for U.S. federal tax purposes.
To the extent the Fund transacts in commodity
interests (e.g., futures contracts, swap agreements, non-deliverable forward contracts), it will do so only in accordance with
Rule 4.5 of the Commodity Futures Trading Commission (“CFTC”). Krane, on behalf of the Fund, has filed or will file
a notice of eligibility for exclusion from the definition of the term “commodity pool operator” in accordance with
Rule 4.5 so that it is not subject to registration or regulation as a commodity pool operator under the Commodity Exchange Act
(“CEA”).
Swap Contracts. The Fund may enter
into swap contracts, including interest rate swaps and currency swaps. A typical interest rate swap involves the exchange of a
floating interest rate payment for a fixed interest payment. A typical foreign currency swap involves the exchange of cash flows
based on the notional differences among two or more currencies. Swap contracts may be used to hedge or achieve exposure to, for
example, currencies, interest rates, and money market securities without actually purchasing such currencies or securities. A Fund
may also use swap contracts to invest in a market without owning or taking physical custody of the underlying securities in circumstances
in which direct investment is restricted for legal reasons or is otherwise impracticable. Swap contracts will tend to shift a Fund’s
investment exposure from one type of investment to another or from one payment stream to another. Depending on their structure,
swap contracts may increase or decrease a Fund’s exposure to long- or short-term interest rates (in the United States or
abroad), foreign currencies, corporate borrowing rates, or other factors, and may increase or decrease the overall volatility of
a Fund’s investments and its share price.
Futures, Options and Options on Futures
Contracts. The Fund may enter into U.S. or foreign futures contracts, options and options on futures contracts. When a Fund
purchases a futures contract, it agrees to purchase a specified underlying instrument at a specified future date. When a Fund sells
a futures contract, it agrees to sell the underlying instrument at a specified future date. The price at which the purchase and
sale will take place is fixed when a Fund enters into the contract. Futures can be held until their delivery dates, or can be closed
out before then if a liquid secondary market is available.
The risk of loss in trading futures contracts
or uncovered call options in some strategies (e.g., selling uncovered stock index futures contracts) is potentially unlimited.
The risk of a futures position may still be large as traditionally measured due to the low margin deposits required. In many cases,
a relatively small price movement in a futures contract may result in immediate and substantial loss or gain to the investor relative
to the size of a required margin deposit.
Utilization of futures and options on futures
by a Fund involves the risk of imperfect or even negative correlation to the underlying index if the index underlying the futures
contract differs from the underlying index. There is also the risk of loss by a Fund of margin deposits in the event of bankruptcy
of a broker with whom a Fund has an open position in the futures contract or option. The purchase of put or call options will be
based upon predictions by a Fund as to anticipated trends, which predictions could prove to be incorrect.
The potential for loss related to the purchase
of an option on a futures contract is limited to the premium paid for the option plus transaction costs. Because the value of the
option is fixed at the point of sale, there are no daily cash payments by the purchaser to reflect changes in the value of the
underlying contract; however, the value of the option changes daily and that change would be reflected in the NAV of a Fund. The
potential for loss related to writing options is unlimited.
Cover. Transactions using derivative
instruments, other than purchased options, expose the Fund to an obligation to another party. The Fund will not enter into any
such transactions unless it owns either (1) an offsetting (“covered”) position in securities or other options or futures
contracts or (2) cash and liquid assets with a value, marked-to-market daily, sufficient to cover its potential obligations to
the extent not covered as provided in (1) above. The Fund will comply with SEC guidelines regarding cover for these instruments
and will, if the guidelines so require, set aside cash or liquid assets in an account with its custodian, in the prescribed amount
as determined daily.
Assets used as cover or held in an account
cannot be sold while the position in the corresponding derivative instrument is open, unless they are replaced with other appropriate
assets. As a result, the commitment of a large portion of the Fund’s assets to cover or accounts could impede portfolio management
or the Fund’s ability to meet redemption requests or other current obligations.
Structured Notes and Securities.
The Fund may invest in structured instruments, including, without limitation, participation notes, certificates and warrants and
other types of notes on which the amount of principal repayment and interest payments are based on
the movement of one or more specified factors, such as the movement of a particular stock or stock index. Structured instruments
may be derived from or based on a single security or securities, an index, a commodity, debt issuance or a foreign currency (a
“reference”), and their interest rate or principal may be determined by an unrelated indicator. Structured securities
may be positively or negatively indexed, so that appreciation of the reference may produce an increase or a decrease in the value
of the structured security at maturity, or in the interest rate of the structured security. Structured securities may entail a
greater degree of risk than other types of securities because a Fund bears the risk of the reference in addition to the risk that
the counterparty to the structured security will be unable or unwilling to fulfill its obligations under the structured security
to a Fund when due. A Fund bears the risk of loss of the amount expected to be received in connection with a structured security
in the event of the default or bankruptcy of the counterparty to the structured security. Structured securities may also be more
volatile, less liquid, and more difficult to accurately price than less complex securities or more traditional debt securities.
Exchange-Traded Notes
The Fund may invest in exchange-traded
notes (“ETNs”). ETNs are senior, unsecured, unsubordinated debt securities whose returns are linked to the performance
of a particular market benchmark or strategy, minus applicable fees. ETNs are traded on an exchange (e.g., the New York Stock Exchange
(“NYSE”)) during normal trading hours; however, investors can also hold the ETN until maturity. At maturity, the issuer
pays to the investor a cash amount equal to the principal amount, subject to the day’s market benchmark or strategy factor.
ETNs do not make periodic coupon payments or provide principal protection. ETNs are subject to credit risk, including the credit
risk of the issuer, and the value of the ETN may drop due to a downgrade in the issuer’s credit rating, despite the underlying
market benchmark or strategy remaining unchanged. The value of an ETN may also be influenced by time to maturity, level of supply
and demand for the ETN, volatility and lack of liquidity in underlying assets, changes in the applicable interest rates, changes
in the issuer’s credit rating, and economic, legal, political, or geographic events that affect the referenced underlying
asset. When the Fund invests in ETNs, it will bear its proportionate share of any fees and expenses borne by the ETN. A decision
by the Fund to sell ETN holdings may be limited by the availability of a secondary market. In addition, although an ETN may be
listed on an exchange, the issuer may not be required to maintain the listing, and there can be no assurance that a secondary market
will exist for an ETN.
ETNs are also subject to tax risk. No assurance
can be given that the IRS will accept, or a court will uphold, how the Fund characterizes and treats ETNs for tax purposes.
An ETN that is tied to a specific market
benchmark or strategy may not be able to replicate and maintain exactly the composition and relative weighting of securities, commodities
or other components in the applicable market benchmark or strategy. Some ETNs that use leverage can, at times, be relatively illiquid,
and thus they may be difficult to purchase or sell at a fair price. Leveraged ETNs are subject to the same risk as other instruments
that use leverage in any form.
The market value of ETNs may differ from
their market benchmark or strategy. This difference in price may be due to the fact that the supply and demand in the market for
ETNs at any point in time is not always identical to the supply and demand in the market for the securities, commodities or other
components underlying the market benchmark or strategy that the ETN seeks to track. As a result, there may be times when an ETN
trades at a premium or discount to its market benchmark or strategy.
Investments in Other Investment Companies
The Fund
may invest in the securities of other investment companies to the extent that such an investment would be consistent with the requirements
of Section 12(d)(1) of the 1940 Act, or any rule, regulation or order of the SEC or interpretation thereof. Generally, a Fund may
invest in the securities of another investment company (the “acquired company”) provided that a Fund, immediately after
such purchase or acquisition, does not own: (i) more than 3% of the total outstanding voting stock of the acquired company; (ii)
securities issued by the acquired company having an aggregate value in excess of 5% of the value of the total assets of a Fund;
or (iii) securities issued by the acquired company and all other investment companies having an aggregate value in excess of 10%
of the value of the total assets of a Fund. Section 12(d)(1)(B) prohibits another investment company from selling its shares to
a Fund if, after the sale (i) a Fund owns more than 3% of the other investment company’s voting stock or (ii) a Fund and
other investment companies, and companies controlled by them, own more than 10% of the voting stock of such other investment company.
In addition, the Fund will not purchase a security issued by a closed-end fund if after such purchase the Fund and any other
investment companies with the same investment adviser would own more than 10% of the voting shares of the closed-end investment
company.
A Fund, however, may invest in the securities
of an acquired company provided that immediately after such purchase or acquisition not more than 3% of the total outstanding stock
of such issuer is owned by a Fund and all affiliated persons of a Fund. In addition, subject to certain conditions, a Fund may
invest in acquired funds in the “same group of investment companies” (“affiliated funds”), government securities
and short-term paper, as well as: (1) unaffiliated investment companies (subject to certain limits), (2) other types of securities
(such as stocks, bonds and other securities) not issued by an investment company that are consistent with the fund of fund’s
investment policies, (3) affiliated and unaffiliated money market funds, and (4) derivatives. Further, a Fund may rely on other
investment companies’ exemptive relief, if any, to invest in such companies’ shares in excess of the Section 12(d)(1)(A)
limits.
The SEC has proposed revisions to the rules
permitting funds to invest in other investment companies, which could dramatically change how funds of funds operate and limit
their investments. The SEC has also proposed rescinding most prior exemptive orders permitting Funds of Funds arrangements and
certain Fund of Fund rules and SEC staff guidance. The proposed revisions and the related rescissions could alter the operation
of Funds of Funds by limiting their investments in unaffiliated funds and direct investments, and potentially imposing restrictions
on their ability to redeem the investment company shares they hold.
If a Fund invests in, and thus, is a shareholder
of, another investment company, a Fund’s shareholders will indirectly bear a Fund’s proportionate share of the fees
and expenses paid by such other investment company, including advisory fees, in addition to both the management fees payable directly
by a Fund to a Fund’s own investment adviser and the other expenses that a Fund bears directly in connection with a Fund’s
own operations.
Consistent with the restrictions discussed
above, a Fund may invest in several different types of investment companies from time to time, including mutual funds, ETFs, closed-end
funds, foreign investment companies and business development companies (“BDCs”). For example, a Fund may elect to invest
in another investment company when such an investment presents a more efficient investment option than buying securities individually.
A Fund also may invest in investment companies that are included as components of an index, such as BDCs, to seek to track the
performance of that index. A BDC is a less common type of closed-end investment company that more closely resembles an operating
company than a typical investment company. BDCs generally focus on investing in, and providing managerial assistance to, small,
developing, financially troubled, private companies or other companies that may have value that can be realized over time and with
management assistance. Similar to an operating company, a BDC’s total annual operating expense ratio typically reflects all
of the operating expenses incurred by the BDC, and is generally greater than the total annual operating expense ratio of a mutual
fund that does not bear the same types of operating expenses.
The main risk of investing in other investment
companies is that a Fund will be exposed to the risks of the investments held by the other investment companies. The market prices
of ETFs will fluctuate in accordance with both changes in the market value of their underlying portfolio securities and due to
supply and demand for the instruments on the exchanges on which they are traded (which may result in their trading at a discount
or premium to their NAVs). Index-based investment companies may not replicate exactly the performance of their specific index because
of transaction costs, and because of the temporary unavailability of certain component securities of the index, or strategy used
to track the index.
Krane and a sub-adviser are subject to
a conflict of interest in allocating a Fund’s assets to investment companies from which they or their affiliates receive
compensation or other benefits.
Tracking Error
The Fund may experience tracking error.
A number of factors may contribute to the Fund’s tracking error. For example, the following factors may affect the ability
of the Fund to achieve correlation with the performance of the underlying index: (1) Fund expenses, including brokerage (which
may be increased by high portfolio turnover); (2) fluctuations in currency exchange rates; (3) holding less than all of the securities
in the underlying index and/or securities not included in the underlying index; (4) an imperfect correlation between the performance
of instruments held by the Fund, such as swaps, futures contracts and options, and the performance of the underlying securities
in the market; (5) bid-ask spreads (the effect of which may be increased by portfolio turnover); (6) the Fund holding instruments
traded in a market that has become illiquid or disrupted; (7) Fund share prices being rounded to the nearest cent; (8) changes
to the underlying index that are not disseminated in advance; (9) the need to conform the Fund’s portfolio holdings to comply
with investment restrictions or policies or regulatory or tax law requirements; (10) the time difference between the close of the
foreign market on which foreign securities are traded and the time the Fund prices its shares; or (11) early or unanticipated closings
of the markets on which the holdings of the Fund trade, resulting in the inability of the Fund to execute intended portfolio transactions.
To the extent the Fund engages in fair value pricing, the day-to-day correlation of the Fund’s performance may tend to vary
from the closing performance of the underlying index.
Borrowing
The Fund may borrow money to the extent
permitted by the 1940 Act. Borrowing for investment purposes is a form of leverage. Leveraging investments, by purchasing securities
with borrowed money, is a speculative technique that increases investment risk. Because substantially all of a Fund’s assets
will fluctuate in value, whereas the interest obligations on borrowings may be fixed, the NAV of a Fund will increase more when
a Fund’s portfolio assets increase in value and decrease more when a Fund’s portfolio assets decrease in value than
would otherwise be the case. Moreover, interest costs on borrowings may fluctuate with changing market rates of interest and may
partially offset or exceed the returns on the borrowed funds. A Fund also may be required to maintain minimum average balances
in connection with a borrowing or to pay a commitment or other fee to maintain a line of credit, which would further increase the
cost of borrowing. Under adverse conditions, a Fund might have to sell portfolio securities to meet interest or principal payments
at a time when investment considerations would not favor such sales.
Although it has not entered into any sort
of credit facility, a Fund may borrow money to facilitate management of a Fund’s portfolio by enabling a Fund to meet redemption
requests when the liquidation of portfolio instruments would be inconvenient or disadvantageous, and for temporary or emergency
purposes, such as trade settlements and as necessary to distribute to shareholders any income required to maintain the Fund’s
status as a RIC. In this regard, a Fund may enter into a credit facility to borrow money for temporary or emergency purposes, including
the funding of shareholder redemption requests, trade settlements, and as necessary to distribute to shareholders any income required
to maintain a Fund’s status as a RIC. Such borrowing is not for investment purposes and will be repaid by a Fund promptly.
As required by the 1940 Act, a Fund must maintain continuous asset coverage (total assets, including assets acquired with borrowed
funds, less liabilities exclusive of borrowings) of 300% of all amounts borrowed. If, at any time, the value of a Fund’s
assets should fail to meet this 300% coverage test, a Fund, within three days (not including Sundays and holidays), will reduce
the amount of a Fund’s borrowings to the extent necessary to meet this 300% coverage requirement. Maintenance of this percentage
limitation may result in the sale of portfolio securities at a time when investment considerations otherwise indicate that it would
be disadvantageous to do so.
In addition to the foregoing, the Fund
are authorized to borrow money for extraordinary or emergency purposes. Borrowings for extraordinary or emergency purposes are
not subject to the foregoing 300% asset coverage requirement. While the Fund does not anticipate doing so, the Fund is authorized
to pledge (i.e., transfer a security interest in) portfolio securities in an amount up to one-third of the value of the
Fund’s total assets in connection with any borrowing.
Bank Deposits and Obligations
The Fund may invest
in deposits and other obligations of U.S. and non-U.S. banks and financial institutions. Deposits and obligations of banks and
financial institutions include certificates of deposit, time deposits, and bankers’ acceptances. Certificates of deposit
and time deposits represent an institution’s obligation to repay funds deposited with it that earn a specified interest rate.
Certificates of deposit are negotiable certificates, while time deposits are non-negotiable deposits. A banker’s acceptance
is a time draft drawn on and accepted by a bank that becomes a primary and unconditional liability of the bank upon acceptance.
Investments in obligations of non-U.S. banks and financial institutions may involve risks that are different from investments in
obligations of U.S. banks. These risks include future unfavorable political and economic developments, seizure or nationalization
of foreign deposits, currency controls, interest limitations or other governmental restrictions that might affect the payment of
principal or interest on the securities held in a Fund. All investments in deposits and other obligations are subject to credit
risk, which is the risk that a Fund may lose its investments in these instruments if, for example, the issuing financial institution
collapses and is unable to meet its obligations. This risk is more acute for investments in deposits and other obligations that
are not insured by a government or private entity. For a discussion of the risks of a Fund holding cash in mainland China, please
see the “PRC Custodian and Dealer/Settlement Agent” section above.
Illiquid Securities
The Fund may invest up to an aggregate
amount of 15% of its net assets in illiquid investments. An illiquid investment is any investment that the Fund reasonably expects
cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly
changing the market value of the investment. The liquidity of an investment will be determined based on relevant market, trading
and investment specific considerations as set forth in the Funds’ liquidity risk management program (the “Liquidity
Program”) as required by Rule 22e-4 under the 1940 Act (the “Liquidity Rule”). Illiquid investments may trade
at a discount to comparable, more liquid investments and a Fund may not be able to dispose of illiquid investments in a timely
fashion or at their expected prices. If illiquid investments exceed 15% of a Fund’s net assets (including, for example, because
of changes in the market value of its investments or because of redemptions), the Liquidity Rule and the Liquidity Program will
require that certain remedial actions be taken. A Fund may not acquire illiquid investments if, immediately after the acquisition,
more than 15% of the Fund’s net assets would be illiquid investments.
Portfolio Turnover
In general, Krane or a sub-adviser manages
the Fund without regard to restrictions on portfolio turnover. The Fund’s investment strategies, however, may produce high
portfolio turnover rates. To the extent a Fund invests in derivative or other short-term instruments, the instruments generally
will have short-term maturities and, thus, be excluded from the calculation of portfolio turnover. The value of portfolio securities
received or delivered as a result of in-kind creations or redemptions of a Fund’s shares also is excluded from the calculation
of the Fund’s portfolio turnover rate. As a result, a Fund’s reported portfolio turnover may be low despite relatively
high portfolio activity which would, in turn, produce correspondingly greater expenses for a Fund, including brokerage commissions
or dealer mark-ups and other transaction costs on the sale of securities and reinvestments in other securities. Generally, the
higher the rate of portfolio turnover of a fund, the higher these transaction costs borne by a fund and its long-term shareholders.
Such sales may result in the realization of taxable capital gains (including short-term capital gains, which, when distributed,
are generally taxed to shareholders at ordinary income tax rates) for certain taxable shareholders.
“Portfolio Turnover Rate” is
defined under the rules of the SEC as the lesser of the value of the securities purchased or of the securities sold, excluding
all securities whose maturities at the time of acquisition were one-year or less, divided by the average monthly value of such
securities owned during the year. Based on this definition, instruments with a remaining maturity of less than one-year are excluded
from the calculation of the portfolio turnover rate. Instruments excluded from the calculation of portfolio turnover may include
commercial paper, futures contracts and option contracts because they generally have a remaining maturity of less than one-year.
Repurchase Agreements
The Fund may enter into repurchase agreements.
A repurchase agreement is a transaction in which a Fund purchases securities or other obligations from a bank or securities dealer
(or its affiliate) and simultaneously commits to resell them to a counterparty at an agreed-upon date or upon demand and at a price
reflecting a market rate of interest unrelated to the coupon rate or maturity of the purchased obligations. A Fund maintains custody
of the underlying obligations prior to their repurchase, either through its regular custodian or through a special “triparty”
custodian or sub-custodian that maintains separate accounts for both a Fund and its counterparty. Thus, the obligation of the counterparty
to pay the repurchase price on the date agreed to or upon demand is, in effect, secured by such obligations.
Repurchase agreements carry certain risks
not associated with direct investments in securities, including a possible decline in the market value of the underlying obligations.
If their value becomes less than the repurchase price, plus any agreed-upon additional amount, the counterparty must provide additional
collateral so that at all times the collateral is at least equal to the repurchase price plus any agreed-upon additional amount.
The difference between the total amount to be received upon repurchase of the obligations and the price that was paid by a Fund
upon acquisition is accrued as interest and included in its net investment income. Repurchase agreements involving obligations
other than U.S. government securities (such as commercial paper and corporate bonds) may be subject to special risks and may not
have the benefit of certain protections in the event of the counterparty’s insolvency. If the seller or guarantor becomes
insolvent, a Fund may suffer delays, costs and possible losses in connection with the disposition of collateral.
Reverse Repurchase Agreements
The Fund may enter into reverse repurchase
agreements, which involve the sale of securities held by a Fund subject to its agreement to repurchase the securities at an agreed-upon
date or upon demand and at a price reflecting a market rate of interest. Reverse repurchase agreements are subject to a Fund’s
limitation on borrowings and may be entered into only with banks or securities dealers or their affiliates. While a reverse repurchase
agreement is outstanding, the Fund will maintain the segregation, either on its records or with the Trust’s custodian, of
cash or other liquid securities, marked to market daily, in an amount at least equal to its obligations under the reverse repurchase
agreement.
Reverse repurchase agreements involve the
risk that the buyer of the securities sold by the Fund might be unable to deliver them when the Fund seeks to repurchase. If the
buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, the buyer or trustee or receiver
may receive an extension of time to determine whether to enforce the Fund’s obligation to repurchase the securities, and
the Fund’s use of the proceeds of the reverse repurchase agreement may effectively be restricted pending such decision.
Lending of Portfolio Securities
The Fund may lend securities from its portfolio
to brokers, dealers and other financial institutions. In connection with such loans, the Fund remains the beneficial owner of the
loaned securities and continues to be entitled to payments in amounts approximately equal to the interest, dividends or other distributions
payable on the loaned securities. The Fund also has the right to terminate a loan at any time. The Fund does not have the right
to vote on securities while they are on loan. Loans of portfolio securities will not exceed 33 1/3% of the value of the Fund’s
total assets (including the value of all assets received as collateral for the loan). The Fund will receive collateral in an amount
equal to at least 100% of the current market value of the loaned securities. If the collateral consists of cash, the Fund will
reinvest the cash and pay the borrower a pre-negotiated fee or “rebate” from any return earned on the investment. Should
the borrower of the securities fail financially, the Fund may experience delays or trouble in recovering the loaned securities
or exercising its rights in the collateral. In a loan transaction, the Fund will also bear the risk of any decline in value of
securities acquired with cash collateral. Krane or a sub-adviser are subject to potential conflicts of interest because the compensation
paid to them increases in connection with any net income received by a Fund from a securities lending program.
Cyber-Security
Risk
The Fund, and
its service providers, may be prone to operational and information security risks resulting from cyber-attacks. Cyber-attacks include,
among other behaviors, stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the unauthorized
release of confidential information or various other forms of cyber security breaches. Cyber-attacks affecting a Fund or its advisors,
custodian, transfer agent, intermediaries and other third-party service providers may adversely impact a Fund. For instance, cyber-attacks
may interfere with the processing of shareholder transactions, impact a Fund’s ability to calculate its NAV, cause the release
of private shareholder information or confidential business information, impede trading, subject a Fund to regulatory fines or
financial losses and/or cause reputational damage. A Fund may also incur additional costs for cyber security risk management purposes.
While a Fund’s service providers have established business continuity plans, there are inherent limitations in such plans
and systems including the possibility that certain risks have not been identified. Furthermore, a Fund cannot control the cyber
security plans and systems put in place by its service providers or any other third parties whose operations may affect a Fund
or its shareholders. Similar types of cyber security risks are also present for issues or securities in which a Fund may invest,
which could result in material adverse consequences for such issuers and may cause a Fund’s investment in such companies
to lose value.
INVESTMENT LIMITATIONS
Unless otherwise noted, whenever a fundamental
investment policy or limitation states that a maximum percentage of a Fund’s assets that may be invested in any security
or other asset, or sets forth a policy regarding quality standards, such standard or percentage limitation will be determined immediately
after and as a result of a Fund’s acquisition of such security or other asset. Accordingly, other than with respect to a
Fund’s limitations on borrowings, any subsequent change in values, net assets, or other circumstances will not be considered
when determining whether the investment complies with a Fund’s investment policies and limitations.
Fundamental Policies
The investment limitations below are fundamental
policies of the Fund, and cannot be changed without the consent of the holders of a majority of the Fund’s outstanding shares.
The term “majority of the outstanding shares” means the vote of (i) 67% or more of the Fund’s shares present
at a meeting, if more than 50% of the outstanding shares of the Fund are present or represented by proxy, or (ii) more than 50%
of the Fund’s outstanding shares, whichever is less.
The Fund may not:
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1.
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Issue senior securities, except as permitted under the 1940
Act, the rules, regulations and interpretations thereunder, and any applicable exemptive relief.
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2.
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Borrow money, except as permitted under the 1940 Act, the
rules, regulations and interpretations thereunder, and any applicable exemptive relief.
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3.
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Act as an underwriter of another issuer’s securities,
except to the extent that the Fund may be considered an underwriter within the meaning of the Securities Act in the disposition
of portfolio securities.
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4.
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Purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S. government, or any non-U.S. government, or their respective agencies or instrumentalities) if,
as a result, more than 25% of the Fund’s total assets would be invested in the securities of companies whose principal business
activities are in the same industry (excluding investment companies) or group of industries, except that the Fund will invest more
than 25% of its total assets in securities of the same industry to approximately the same extent that the Underlying Index concentrates
in the securities of a particular industry or group of industries.
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5.
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Purchase or sell real estate unless acquired as a result
of ownership of securities or other instruments (but this shall not prevent the Fund from investing in securities or other instruments
backed by real estate, real estate investment trusts or securities of companies engaged in the real estate business).
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6.
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Purchase or sell physical commodities unless acquired as
a result of ownership of securities or other instruments (but this shall not prevent the Fund from purchasing or selling options,
futures contracts, forward contracts, swaps and other financial instruments or from investing in issuers engaged in the commodities
business or securities or other instruments backed by physical commodities).
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7.
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Lend any security or make any other loan except as permitted
under the 1940 Act, the rules, regulations and interpretations thereunder, and any applicable exemptive relief. This limitation
does not apply to purchases of debt securities or to repurchase agreements, or to acquisitions of loans, loan participations or
other forms of debt instruments permissible under the Fund’s investment policies.
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CONTINUOUS OFFERING
The method by which Creation Units of shares
are created and traded may raise certain issues under applicable securities laws. Because new Creation Units of shares are issued
and sold by a Fund on an ongoing basis, at any point a “distribution,” as such term is used in the Securities Act,
may occur. Broker-dealers and other persons are cautioned that some activities on their part may, depending on the circumstances,
result in their being deemed participants in a distribution in a manner which could render them statutory underwriters and subject
them to the prospectus delivery requirement and liability provisions of the Securities Act.
For example, a broker-dealer firm or its
client may be deemed a statutory underwriter if it takes Creation Units after placing an order with the Fund’s Distributor,
breaks them down into constituent shares, and sells such shares directly to customers, or if it chooses to couple the creation
of a supply of new shares with an active selling effort involving solicitation of secondary market demand for shares. A determination
of whether one is an underwriter for purposes of the Securities Act must take into account all the facts and circumstances pertaining
to the activities of the broker-dealer or its client in the particular case, and the examples mentioned above should not be considered
a complete description of all the activities that could lead to a categorization as an underwriter.
Broker-dealer firms should also note that
dealers who are not “underwriters” but are effecting transactions in shares, whether or not participating in the distribution
of shares, generally are required to deliver a prospectus. This is because the prospectus delivery exemption in Section 4(3)
of the Securities Act is not available in respect of such transactions as a result of Section 24(d) of the 1940 Act.
MANAGEMENT OF THE TRUST
Board Responsibilities
The Board of Trustees is responsible for
overseeing the management and affairs of the Fund and the Trust. The Board considers and approves contracts, as described herein,
under which certain companies provide essential management and administrative services to the Trust. Like most ETFs, the day-to-day
business of the Trust, including the day-to-day management of risk, is performed by third-party service providers, such as Krane,
a sub-adviser where applicable, the Distributor and the Administrator (as defined below). The Board oversees the Trust’s
service providers and overall risk management. Risk management seeks to identify and eliminate or mitigate the potential effects
of risks, i.e., events or circumstances that could have material adverse effects on the business, operations, shareholder
services, investment performance or reputation of the Trust or a Fund. Under the overall supervision of the Board and the Audit
Committee (discussed in more detail below), the service providers to the Fund employ a variety of processes, procedures and controls
to identify risks relevant to the operations of the Trust and a Fund to lessen the probability of their occurrence and/or to mitigate
the effects of such events or circumstances if they do occur. Each service provider is responsible for one or more discrete aspects
of the Trust’s business (e.g., Krane is responsible for the oversight of a sub-adviser) and, consequently, for managing
the risks associated with that activity.
Consistent with its responsibility for
oversight of the Trust and the Fund, the Board oversees the management of risks relating to the administration and operations of
the Trust and the Fund. Krane, as part of its responsibilities for the day-to-day operations of the Fund, is responsible for day-to-day
risk management for the Fund. The Board performs its risk management oversight directly and, as to certain matters, through its
committees. The following provides an overview of the principal, but not all, aspects of the Board’s oversight of risk management
for the Trust and the Fund.
In general, the Fund’s risks include,
among others, investment risk, liquidity risk, valuation risk and operational risk. The Fund’s service providers, including
Krane, are responsible for adopting policies, procedures and controls designed to address various risks within their purview. Further,
Krane is responsible for overseeing and monitoring the investments and operations of each sub-adviser. The Board also oversees
risk management for the Trust and the Fund through review of regular reports, presentations and other information from officers
of the Trust and other persons. In addition to reports from Krane, the Board also receives reports regarding other service providers
to the Trust on a periodic or regular basis.
The Board is responsible for overseeing
the nature, extent and quality of the Fund services provided to the Fund by Krane and any sub-adviser and receives information
from them on a periodic basis. In connection with its consideration of whether to approve and/or renew the advisory agreements
with Krane and any sub-adviser, the Board will request information allowing the Board to review such services. The Board also receives
reports related to Krane’s and any sub-adviser’s adherence to the Fund’s investment restrictions and compliance
with the stated policies of a Fund. In addition, the Board regularly receives information about the Fund’s performance and
investments.
The Trust’s Chief Compliance Officer
meets regularly with the Board to review and discuss compliance and other issues. At least annually, the Trust’s Chief Compliance
Officer provides the Board with a report reviewing the adequacy and effectiveness of the Trust’s policies and procedures
and those of its service providers, including the Adviser and any sub-adviser. The report generally seeks to address: the operation
of the policies and procedures of the Trust and each service provider since the date of the last report; material changes to the
policies and procedures since the date of the last report; any recommendations for material changes to the policies and procedures;
and material compliance matters since the date of the last report.
The Board normally also receives reports
from the Trust’s service providers regarding Fund operations, portfolio valuation and other matters. Annually, an independent
registered public accounting firm reviews with the Audit Committee its audit of the Trust’s financial statements, focusing
on certain areas of risk to the Trust and the Trust’s internal controls.
The Board recognizes that not all risks
that may affect a Fund can be identified, that it may not be practical or cost-effective to eliminate or mitigate certain risks,
that it may be necessary to bear certain risks (such as investment-related risks) to achieve a 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 a Fund, it may not be made
aware of all relevant information about certain risks. Most of the Trust’s investment management and business affairs are
carried out by or through Krane and other service providers, each of which has an independent interest in risk management but whose
policies and methods by which one or more risk management functions are carried out may differ from the Trust’s and each
other’s in the setting of priorities, the resources available or the effectiveness of relevant controls. As a result of the
foregoing and other factors, the Board’s risk management oversight is subject to substantial limitations.
Members of the Board and Officers
of the Trust
Set forth below are the names, years of
birth, position with the Trust, term of office, the principal occupations for a minimum of the last five years, number of portfolios
overseen by, and other directorships of each of the persons currently serving as members of the Board and as Executive Officers
of the Trust. Also included below is the term of office for each of the Executive Officers of the Trust. The members of the Board
serve as Trustees for the life of the Trust or until retirement, removal, or their office is terminated pursuant to the Trust’s
Amended and Restated Declaration of Trust.
The Chairman of the Board, Jonathan Krane,
is an interested person of the Trust as that term is defined in the 1940 Act. No single Independent Trustee serves as a lead Independent
Trustee. The Trust has determined its leadership structure is appropriate given the specific characteristics the Trust and its
operations. The Trust made this determination in consideration of, among other things, the fact that the Trustees who are not interested
persons of the Trust (i.e., “Independent Trustees”) constitute at least fifty percent (50%) of the Board, the
fact that the Audit Committee is composed of the Independent Trustees, and the number of funds (and classes of shares) overseen
by the Board.
Name, Address
and Year of Birth of
Trustee/Officer
|
Position(s)
Held with
the Trust,
Term of Office
and Length of
Time Served
|
Principal Occupation(s)
During Past 5 Years
|
Number of
Portfolios in
Fund
Complex
Overseen
by Trustee/
Officer
|
Other
Directorships
Held by
Trustee/Officer
During Past 5
Years
|
Interested Trustee
|
Jonathan Krane*
(1968)
280 Park Avenue, 32nd Floor, New York, NY 10017
|
Trustee and Chairman of the Board, No set term; served since 2012
|
Chief Executive Officer of Krane Funds Advisors, LLC from 2011 to present. Chief Executive Officer of CICC Wealth Management (USA) LLC from 2018 to present. Principal of KFA One Holdings LLC from 2017 to present. Principal of Krane Capital LLC from 2009 to 2011. Chief Executive Officer of Emma Entertainment from 2004 to 2009.
|
[24]
|
None
|
Name, Address
and Year of Birth of
Trustee/Officer
|
Position(s)
Held with
the Trust,
Term of Office
and Length of
Time Served
|
Principal Occupation(s)
During Past 5 Years
|
Number of
Portfolios in
Fund
Complex
Overseen
by Trustee/
Officer
|
Other
Directorships
Held by
Trustee/Officer
During Past 5
Years
|
Independent Trustees
|
Patrick P. Campo
(1970)
280 Park Avenue, 32nd Floor, New York, NY 10017
|
Trustee, No set term; served since 2017
|
From 2013 to present, Director of Long Short Equity, Titan Advisors; from 2009 to 2013, Director of Hedge Fund Research, Alternative Investment Management, LLC.
|
[24]
|
None
|
John Ferguson
(1966)
280 Park Avenue, 32nd Floor, New York, NY 10017
|
Trustee, No set term; served since 2012
|
Chief Operating Officer of Shrewsbury River Capital from 2017 to present. Chief Operating Officer of Kang Global Investors LP (hedge fund adviser) from 2014 to 2016. President of Alden Global Capital, LLC (hedge fund adviser) from 2012 to 2014 (formerly, Chief Operating Officer from 2011 to 2012). Senior Managing Director and Chief Operating Officer of K2 Advisors, L.L.C. from 2005 to 2011.
|
[24]
|
None
|
Matthew Stroyman
(1968)
280 Park Avenue, 32nd Floor, New York, NY 10017
|
Trustee, No set term; served since 2012
|
Co-Founder, President and Chief Operating Officer of Arcturus (real estate asset and investment management services firm) from 2007 to present.
|
[24]
|
None
|
Officers
|
Jonathan Krane
(1968)
280 Park Avenue, 32nd Floor, New York, NY 10017
|
Principal Executive Officer and Principal Financial Officer, No set term; served since 2012
|
Chief Executive Officer of Krane Funds Advisors, LLC from 2011 to present. Chief Executive Officer of CICC Wealth Management (USA) LLC from 2018 to present. Principal of KFA One Holdings LLC from 2017 to present. Principal of Krane Capital LLC from 2009 to 2011. Chief Executive Officer of Emma Entertainment from 2004 to 2009.
|
[24]
|
None
|
Name, Address
and Year of Birth of
Trustee/Officer
|
Position(s)
Held with
the Trust,
Term of Office
and Length of
Time Served
|
Principal Occupation(s)
During Past 5 Years
|
Number of
Portfolios in
Fund
Complex
Overseen
by Trustee/
Officer
|
Other
Directorships
Held by
Trustee/Officer
During Past 5
Years
|
Jennifer Tarleton (formerly Krane)
(1966)
280 Park Avenue, 32nd Floor, New York, NY 10017
|
Vice President and Secretary, No set term; served since 2012
|
Vice President of Krane Funds Advisors, LLC from 2011 to present. Principal of Krane Capital LLC from 2009 to 2011. Sole Practitioner of Jennifer Krane, Esq. from 2001 to 2009.
|
[24]
|
None
|
Michael Quain
(1957)
280 Park Avenue, 32nd Floor, New York, NY 10017
|
Chief Compliance Officer and Anti-Money Laundering Officer, No Set Term; served since 2015
|
Principal/President of Quain Compliance Consulting, LLC from 2014 to present. First Vice President of Aberdeen Asset Management Inc. from May 2013 to September 2013. First Vice President and Chief Compliance Officer of Artio Global Management, LLC from 2004 to 2013.
|
[24]
|
None
|
James Hoffmayer
(1973)
SEI Investments Company
One Freedom Valley Drive
Oaks, PA 19456
|
Assistant Treasurer, No set term; served since 2017
|
Controller and Chief Financial Officer of SEI Investments Global Funds Services from 2016 to present. Senior Director, Funds Accounting and Fund Administration of SEI Investments Global Funds Services from September 2016 to present. Senior Director of Fund Administration of SEI Investments Global Funds Services from 2014 to present. Director of Financial Reporting of SEI Investments Global Funds Services from 2004 to 2014.
|
[24]
|
None
|
Jonathan Shelon
(1974)
280 Park Avenue, 32nd Floor, New York, NY 10017
|
Assistant Secretary, No set term; served since 2019
|
Chief Operating Officer, Krane Funds Advisors, LLC from 2015 to present. Chief Operating Officer, CICC Wealth Management (USA) LLC from 2018 to present. Chief Investment Officer of Specialized Strategies, J.P. Morgan from 2011 to 2015.
|
[24]
|
None
|
|
*
|
Mr. Krane is an “interested” person of the Trust, as that term is defined in the 1940
Act, by virtue of his ownership and controlling interest in Krane.
|
Board Standing Committees
The Board has established the following
standing committees:
Audit Committee. Messrs. Campo,
Ferguson and Stroyman are members of the Trust’s Audit Committee (the “Audit Committee”) and Mr. Ferguson is
the Chairman of the Audit Committee. The principal responsibilities of the Audit Committee are the appointment, compensation and
oversight of the Trust’s independent auditors, including the review of any significant disputes regarding financial reporting
between Trust management and such independent auditors. Under the terms of the Audit Committee charter adopted by the Board, the
Audit Committee is authorized to, among other things, (i) oversee the accounting and financial reporting processes of the Trust
and its internal control over financial reporting; (ii) oversee the quality and integrity of a Fund’s financial statements
and the independent audits thereof; (iii) oversee, or, as appropriate, assist Board oversight of, the Trust’s compliance
with legal and regulatory requirements that relate to the Trust’s accounting and financial reporting, internal control over
financial reporting and independent audits; (iv) approve, prior to appointment, the engagement of the Trust’s independent
auditors and, in connection therewith, review and evaluate the qualifications, independence and performance of the Trust’s
independent auditors; and (v) act as a liaison between the Trust’s independent auditors and the full Board. The Board of
the Trust has adopted a written charter for the Audit Committee. During the fiscal year ended March 31, 2020, the Audit Committee
held five meetings.
The Audit Committee also serves as the
Qualified Legal Compliance Committee (“QLCC”) for the Trust. The function of the QLCC is to receive, review and
recommend resolution with respect to any report made or referred to the QLCC by an attorney of evidence of a material violation
of applicable U.S. federal or state securities law, material breach of a fiduciary duty under U.S. federal or state law or a similar
material violation by the Trust or by any officer, trustee, employee, or agent of the Trust. The QLCC meets as needed.
Nominating Committee. Messrs. Campo,
Ferguson and Stroyman are members of the Trust’s Nominating Committee and Mr. Stroyman is the Chairman of the Nominating
Committee. The principal responsibilities of the Nominating Committee are to (i) identify, select and nominate the appropriate
number of candidates for election or appointment as members of the Board and (ii) recommend any appropriate changes to the Board
for consideration. The Nominating Committee is solely responsible for the selection and nomination of the Trust’s Independent
Trustees and does not consider nominations for the office of Trustee made by Trust stockholders. During the fiscal year ended March
31, 2020, the Nominating Committee held two meetings.
Individual Trustee Qualifications
The Board has concluded that each of the
Trustees should serve on the Board because of his ability to review and understand information about the Trust and the Fund provided
by management, to identify and request other information he may deem relevant to the performance of the Trustees’ duties,
to question management and other service providers regarding material factors bearing on the management and administration of a
Fund, and to exercise his business judgment in a manner that serves the best interests of a Fund’s shareholders. The Board
has concluded that each of the Trustees should serve as a Trustee based on his own experience, qualifications, attributes and skills
as described below.
The Board has concluded that Mr. Krane
should serve as Trustee because of his knowledge of, and the executive positions he holds or has held in, the financial services
industry. Specifically, Mr. Krane currently serves as Chief Executive Officer of the Adviser and Chief Executive Officer of CICC
Wealth Management (USA), LLC. Mr. Krane contributes expertise and institutional knowledge relating to the structure of the “Krane”
organization and the way that the “Krane” business operates. Mr. Krane also served as Chief Executive Officer of the
China division of a multinational company, where he gained valuable experience in managing a business and critical knowledge of
business and investment opportunities in China. In addition, he has served on the boards of different corporations and, in doing
so, has first-hand knowledge of the fiduciary duties and responsibilities bestowed upon trustees and directors. Mr. Krane’s
experience as serving as Chief Executive Officer for multiple businesses in the financial services industry, his familiarity with
the “Krane” complex, and his experience in serving on the boards of various companies qualify him to serve as a Trustee
of the Trust.
The Board has concluded that Patrick Campo
should serve as Trustee because of the experience he has gained working in the investment management industry over many years.
In particular, Mr. Campo currently serves as the director of certain investment strategies managed by an investment adviser and
contributes to the portfolio construction process for all products offered by that investment adviser. In addition, Mr. Campo previously
served as partner and head of research for another investment adviser. The knowledge Mr. Campo has gained over these years working
in the investment management industry and his day-to-day work in managing investment advisory firms qualify him to serve as Trustee
of the Trust.
The Board has concluded that Mr. Ferguson
should serve as Trustee because of the experience he has gained working in the financial services and legal industries over the
years. In particular, Mr. Ferguson has extensive experience in managing global investment adviser firms, including the management,
creation and success of hedge funds. Prior to that, Mr. Ferguson served as a corporate securities and tax attorney assisting and
counseling clients with the organization and creation of both domestic and offshore funds. In addition, Mr. Ferguson has served
as an officer for two registered investment companies and, in doing so, has gained experience and knowledge regarding the mutual
fund industry. Mr. Ferguson’s experience in the financial services, fund and legal industries and his day-to-day work in
managing investment advisory firms, qualify him to serve as a Trustee of the Trust.
The Board has concluded that Mr. Stroyman
should serve as Trustee because of the experience he has gained working in the financial services and real estate industries. Working
as an investment banker early in his career, Mr. Stroyman developed a strong base of knowledge regarding corporate finance, structuring,
public and private securities, and company valuations. Through his work in the real estate industry and relationships with large
investment management firms, Mr. Stroyman has gained an understanding of sophisticated financial products. He has advised institutional
clients including pension funds, endowments and other qualified investors in asset management, risk assessment, and repositioning
and disposition of underperforming assets. The knowledge Mr. Stroyman has gained over the years working in the financial services
and real estate industries and his value and understanding of fiduciary duties and responsibilities qualify him to serve as Trustee
of the Trust.
As of [____],
2020, none of the Independent Trustees or members of their immediate family, beneficially owned or owned of record securities representing
interests in Krane, any sub-adviser or distributor of the Trust, or any person controlling, controlled by or under common control
with such persons. For this purpose, “immediate family member” includes an Independent Trustee’s spouse, children
residing in the same household and dependents of the Independent Trustee.
Fund Shares Owned by Board Members
The Fund is new and, therefore, as of the
date of this SAI, none of the Trustees beneficially owned shares of the Fund. “Beneficial ownership” is determined
in accordance with Rule 16a-1(a)(2) under the 1934 Act.
As of December 31, [2019], the Trustees
beneficially owned the following amounts of shares of other series of the Trust:
Trustee
|
Funds
|
Aggregate
Dollar
Range of
Beneficial
Ownership
of Funds
|
Patrick Campo
|
None
|
None
|
John Ferguson
|
None
|
None
|
Jonathan Krane
|
KraneShares Bosera MSCI China A Share ETF
|
$10,001-$50,000
|
KraneShares CSI China Internet ETF
|
$10,001-$50,000
|
Matthew Stroyman
|
KraneShares Bosera MSCI China A Share ETF
|
$1-$10,000
|
KraneShares CSI China Internet ETF
|
$1-$10,000
|
“Beneficial
ownership” is determined in accordance with Rule 16a-1(a)(2) under the 1934 Act.
Board Compensation
Trustees who are “interested persons”
of Krane are not compensated by the Trust for their service as a Trustee. For the fiscal year ended March 31, [2020]: (a) Mr. Campo
received aggregate compensation from the Trust in the amount of [$50,000]; (b) Mr. Ferguson received aggregate compensation from
the Trust in the amount of [$65,000]; and (c) Mr. Stroyman received aggregate compensation from the Trust in the amount of [$65,000].
None of the Trustees accrued or received any retirement or pension benefits.
The Fund bears a proportionate share of
Trustee compensation and expenses based on its relative net assets.
INVESTMENT ADVISER
Krane Funds Advisors, LLC (“Krane’
or “Adviser’) serves as investment adviser to the Fund pursuant to an Investment Advisory Agreement between the Trust
and Krane (the “Advisory Agreement”). Krane is a Delaware limited liability company registered as an investment adviser
under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Krane’s offices are located at 280
Park Avenue, 32nd Floor, New York, NY 10017.
Under the Advisory Agreement, Krane is
responsible for reviewing, supervising and administering the Fund’s investment program and the general management and administration
of the Trust. Krane may engage a subadviser to assist it in managing a Fund’s investments, but will be responsible for overseeing
any subadvisers. Krane arranges for transfer agency, custody, fund administration and accounting, and other non-distribution related
services necessary for the Fund to operate. Krane manages the Fund’s business affairs, provides office facilities and equipment
and certain clerical, bookkeeping and administrative services, and permits its officers and employees to serve as officers or Trustees
of the Trust. Under the Advisory Agreement, Krane bears all of its own costs associated with providing advisory services to the
Fund. As part of the Advisory Agreement, Krane has contractually agreed to pay all expenses of the Fund, except (i) interest and
taxes (including, but not limited to, income, excise, transaction, transfer and withholding taxes); (ii) expenses of the Fund incurred
with respect to the acquisition and disposition of portfolio securities and the execution of portfolio transactions, including
brokerage commissions and short sale dividend or interest expense; (iii) expenses incurred in connection with any distribution
plan adopted by the Trust in compliance with Rule 12b-1 under the 1940 Act, including distribution fees; (iv) Acquired Fund Fees
and Expenses; (v) litigation expenses; (vi) the compensation payable to the Adviser under the investment advisory agreement; (vii)
compensation and expenses of the Independent Trustees (including any Trustees’ counsel fees); and (viii) any expenses determined
to be extraordinary expenses by the Board. Nevertheless, there exists a risk that a Trust service provider will seek recourse against
the Trust if is not timely paid by Krane for the fees and expenses for which it is responsible, which could materially adversely
affect a Fund.
Under the Advisory Agreement, the Fund
pays Krane the fee shown in the table below, which is calculated daily and paid monthly, at an annual rate based on a percentage
of the average daily net assets of the Fund. In addition, under the Advisory Agreement, as compensation for the services provided
by Krane in connection with any securities lending-related activities, the Fund pays Krane 10% of the monthly investment income
received from the investment of cash collateral and loan fees received from borrowers in respect of securities loans (net of any
amounts paid to the custodian and/or securities lending agent or rebated to borrowers).
KraneShares CICC China 5G and Technology Leaders Index ETF
|
[0.99]%
|
In addition to the above-described services,
to the extent the Fund engages in securities lending, Krane will: (i) determine which securities are available for loan and notify
the securities lending agent for the Fund (the "Agent"), (ii) monitor the Agent’s activities to ensure that securities
loans are effected in accordance with Krane’s instructions and in accordance with applicable procedures and guidelines adopted
by the Board, (iii) make recommendations to the Board regarding the Fund’s participation in securities lending; (iv) prepare
appropriate periodic reports for, and seek appropriate periodic approvals from, the Board with respect to securities lending activities;
(v) respond to Agent inquiries concerning Agent’s activities; and (vi) such other related duties as Krane deems necessary
or appropriate. In addition, Krane may provide additional securities lending-related services as requested by the Trustees from
time to time.
Under the Advisory Agreement, while the
fees and expenses related to the Fund’s securities lending-related activities reduce the revenues and income of the Fund
from such activities, they are not fees and expenses for which Krane is responsible.
Because the Fund had not commenced operations
prior to the end of the fiscal year ended March 31, 2020, Krane did not receive any advisory fees or fees from securities lending
activities from those Funds during the prior three fiscal years.
The Advisory Agreement with respect to
the Fund will continue in effect for two years from its initial effective date, and thereafter is subject to annual approval by
(i) the Board of Trustees of the Trust or (ii) the vote of a majority of the outstanding voting securities (as defined
in the 1940 Act) of the Fund, provided that in either event such continuance also is approved by a vote of a majority of the Trustees
of the Trust who are not interested persons (as defined in the 1940 Act) of the Fund. If the shareholders of a Fund fail to approve
the Advisory Agreement, Krane may continue to serve in the manner and to the extent permitted by the 1940 Act and rules and regulations
thereunder.
The Advisory Agreement with respect to
a Fund is terminable without any penalty, by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding
voting securities (as defined in the 1940 Act) of a Fund, or by Krane, in each case on not less than sixty (60) days’
prior written notice to the other party; provided that a shorter notice period shall be permitted for a Fund in the event its shares
are no longer listed on a national securities exchange or in such other circumstances where a Fund waives such notice period. The
Advisory Agreement will terminate automatically and immediately in the event of its “assignment” (as defined in the
1940 Act).
China International Capital Corporation
(USA) Holdings Inc., a wholly-owned, indirect subsidiary of China International Capital Corporation Limited owns a majority stake
in Krane. As of February 29, 2020, Central Huijin Investment Limited, a mainland Chinese-domiciled entity, held approximately 44.32%
of the shares of China International Capital Corporation Limited. Central Huijin Investment Limited is a wholly-owned subsidiary
of China Investment Corporation, which is a mainland Chinese sovereign wealth fund. KFA One Holdings, LLC, located at 280 Park
Avenue, 32nd Floor, New York, NY 10017, holds the remaining equity interests in Krane and Jonathan Krane, through his equity interests
in KFA One Holdings, LLC, beneficially owns more than 10% of the equity interests in Krane.
Krane has received “manager of managers”
exemptive relief from the SEC that permits Krane, subject to the approval of the Board of Trustees, to appoint a “wholly-owned”
or unaffiliated sub-adviser, as defined in the exemptive relief, or to change the terms of an sub-advisory agreement with a “wholly-owned”
or unaffiliated sub-adviser without first obtaining shareholder approval. The exemptive order further permits Krane to add or to
change a “wholly-owned” or unaffiliated sub-adviser or to change the fees paid to such parties from time to time without
the expense and delays associated with obtaining shareholder approval of the change and to disclose sub-advisers’ fees only
in the aggregate in its registration statement. Any increase in the aggregate advisory fee paid by any Fund remains subject to
shareholder approval. Krane continues to have ultimate responsibility (subject to oversight by the Board of Trustees) to oversee
any sub-advisers and recommend their hiring, termination, and replacement. The Fund will notify shareholders of any change of a
Fund sub-adviser.
PORTFOLIO MANAGERS
James
Maund, Head of Capital Markets at the Adviser, has served as the lead portfolio manager of the Fund since its inception in 2020.
He joined the Adviser in 2020 and has over 15 years of experience in the investment management industry. Previously, he was a Vice
President in the Institutional ETF Group and a member of the ETF Capital Markets Group at State Street Global Advisors (2010-2019);
and an ETF trader at Goldman Sachs & Co (2005-2010). Mr. Maund graduated with a bachelor’s degree in economics from Wesleyan
University.
Jonathan Shelon, Chief Operating Officer
of the Adviser, also serves as a portfolio manager of the Fund and supports Mr. Maund and Krane’s investment team with respect
to the Fund. Mr. Shelon has been a portfolio manager of the Fund since its inception in 2020. Mr. Shelon joined Krane in 2015.
Mr. Shelon has spent the majority of his career managing investment portfolios and diverse teams at leading asset management organizations.
Prior to joining Krane, he was the Chief Investment Officer of a 40-person global Specialized Strategies Team at J.P. Morgan with
$40 billion AUM. Prior to joining J.P. Morgan, Mr. Shelon spent ten years as a portfolio manager at Fidelity Investments where
he was responsible for the investment performance, process and evolution of their target-date strategies for retirement savings,
college savings and income generation.
Portfolio Manager
Fund Ownership. The Fund is required to show the dollar range of the portfolio manager’s “beneficial ownership”
of shares of the Fund as of the end of the most recently completed fiscal year. The Fund had not yet commenced operations as of
the date of this SAI. Therefore, Messrs. Maund and Shelon did not beneficially own any shares of the Fund as of that date.
Other Accounts. The portfolio managers
are responsible for the day-to-day management of certain other accounts, as follows:
Krane’s Portfolio Managers
|
Name
|
Registered
Investment
Companies*
|
Other Pooled
Investment Vehicles*
|
Other Accounts*
|
Number
of
Accounts
|
Total
Assets
($ millions)
|
Number
of
Accounts
|
Total
Assets
($ millions)
|
Number
of
Accounts
|
Total Assets
($ millions)
|
James Maund*
|
[12]
|
$[ 2,650.00 ]
|
[4]
|
$[185.92]
|
[…]
|
$[…]
|
Jonathan Shelon*
|
[12]
|
$[2,650.00]
|
[4]
|
$[185.92]
|
[…]
|
$[…]
|
* The information provided is as
of February 29, 2020. None of the accounts paid advisory fees based on the performance of the accounts.
Portfolio Manager Compensation
The portfolio managers receive a fixed
base salary and incentive awards based on the profitability of Krane and the satisfaction of the account objectives. The potential
conflicts of interest arising with respect to each portfolio manager’s compensation are relatively limited because the Fund
seeks to track the performance of the underlying index, which makes it unlikely, but not impossible, that the portfolio manager
would take undue risks in investing the Fund’s assets to increase performance. Nevertheless, to the extent a portfolio manager
would derive additional compensation from managing other accounts, the portfolio manager may be motivated to favor the other accounts.
Description of Material Conflicts
of Interest
A portfolio manager’s management
of “other accounts” may give rise to potential conflicts of interest in connection with his management of a Fund’s
investments, on the one hand, and the investments of the other accounts, on the other. The other accounts may have the same investment
objective as the Fund. Therefore, a potential conflict of interest may arise as a result of the similar investment objectives,
whereby the portfolio manager could favor one account over another. Another potential conflict could include the portfolio manager’s
knowledge of the size, timing and possible market impact of the Fund’s trades, whereby the portfolio manager could use this
information to the advantage of other accounts, including personal trading, and to the disadvantage of the Fund. However, Krane
has established policies and procedures to ensure that the purchase and sale of securities among all accounts it manages are fairly
and equitably allocated. Krane monitors and limits personal trading in accordance with its Code of Ethics, as described below.
CODES OF ETHICS
The Trust and Krane have each adopted a
Code of Ethics pursuant to Rule 17j-1 under the 1940 Act. The Codes of Ethics apply to the personal investing activities of trustees,
directors, officers and certain employees (“access persons”). Rule 17j-1 and the Codes of Ethics are designed to prevent
unlawful practices in connection with the purchase or sale of securities by access persons. Under the Codes of Ethics, access persons
are permitted to engage in personal securities transactions (including investments in securities that may be purchased and held
by the Fund), but are required to report their personal securities transactions for monitoring purposes. Each Code of Ethics is
on file with the SEC and is available to the public.
PROXY VOTING POLICY
The Trust has adopted the proxy voting
policies of Krane, a summary of which is set forth in the appendix to this SAI. The Trust is required to disclose annually a Fund’s
complete proxy voting record on Form N-PX covering the period from July 1 of one year through June 30 of the next and to file Form
N-PX with the SEC no later than August 31 of each year. The Form N-PX is available, or will be available, at no charge upon request
by calling 1.855.857.2638. A Fund’s Form N-PX is also available or will be available, on the SEC’s website at www.sec.gov.
ADMINISTRATOR
SEI Investments Global Funds Services (the
“Administrator”) serves as administrator for the Fund. SEI Investments Management Corporation (“SIMC”),
a wholly-owned subsidiary of SEI Investments Company (“SEI Investments”), is the owner of all beneficial interest in
the Administrator. The principal address of the Administrator is One Freedom Valley Drive, Oaks, Pennsylvania 19456. Under an Amended
and Restated Administration Agreement with the Trust dated July 9, 2014, as amended (the “Administration Agreement”),
the Administrator provides necessary administrative and accounting services for the maintenance and operations of the Trust and
the Fund. In addition, the Administrator makes available the office space, equipment, personnel and facilities required to provide
such services.
For its services under the Administration
Agreement, the Administrator is entitled to a fee, based on assets under management, subject to a minimum fee. The Administrator
may be reimbursed by the Fund for its out-of-pocket expenses. The Advisory Agreement provides that Krane will pay certain operating
expenses of the Trust, including the fees due to the Administrator under the Administration Agreement.
CUSTODIAN AND TRANSFER AGENT
Brown Brothers Harriman & Co. (“BBH”)
serves as custodian and transfer agent for the Trust. The principal address of BBH is 50 Post Office Square, Boston, Massachusetts
02110. Under the Custodian and Transfer Agent Agreement with the Trust dated December 12, 2012, BBH, in its capacity as custodian,
maintains in separate accounts cash, securities and other assets of the Fund, keeps all necessary accounts and records, and provides
other services. BBH is required, upon the order of the Trust, to deliver securities held by it, in its capacity as custodian, and
to make payments for securities purchased by the Trust for the Fund.
Under the Custodian and Transfer Agent
Agreement, foreign securities held by the Fund are generally held by sub-custodians in BBH’s sub-custodian network.
BBH further acts as a transfer agent for
the Trust’s authorized and issued shares of beneficial interest, and as dividend disbursing agent of the Trust, under the
Custodian and Transfer Agent Agreement. The Advisory Agreement provides that Krane will pay certain operating expenses of the Trust,
including the fees due to BBH under the Custodian and Transfer Agent Agreement.
SECURITIES LENDING ARRANGEMENTS
BBH serves as the securities lending agent
for the Trust. The principal address of BBH is 50 Post Office Square, Boston, Massachusetts 02110. As the securities lending agent,
BBH, among other matters, negotiates the specific loan terms for the Fund to loan their securities and receive compensation therefor,
arranges for deliveries of securities and collateral under the securities lending program, and effects the investment of cash collateral
received in connection with loaned securities, all as specified in the Securities Lending Agency Agreement and within the parameters
established under the Trust’s securities lending program. BBH is authorized to lend Fund securities only to such borrowers
as have been approved by the Trust or Krane.
Because the Fund has not commenced operations,
it has not begun lending securities.
DISTRIBUTOR AND DISTRIBUTION ARRANGEMENTS
SEI Investments Distribution Co., a wholly-owned
subsidiary of SEI Investments, and an affiliate of the Administrator, serves as Distributor for the Trust. The principal address
of the Distributor is One Freedom Valley Drive, Oaks, Pennsylvania 19456. The Distributor has entered into an Amended and Restated
Distribution Agreement with the Trust dated July 9, 2014, (the “Distribution Agreement”) pursuant to which it distributes
shares of the Fund. The Distribution Agreement will continue for two years from its effective date and is renewable annually. Shares
are continuously offered for sale by the Fund through the Distributor only in Creation Units, as described in the Prospectus and
below in the “Creation and Redemption of Creation Units” section. Shares in less than Creation Units are not distributed
by the Distributor. The Distributor is a broker-dealer registered under the 1934 Act and a member of the Financial Industry Regulatory
Authority (“FINRA”). The Distributor is not affiliated with Krane or any national securities exchange.
The Distribution Agreement provides that
it may be terminated at any time, without the payment of any penalty: (i) by a vote of a majority of the independent Trustees;
(ii) by a vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of a Fund; or (iii) on at least
thirty (30) days’ prior written notice to the other party. The Distribution Agreement will terminate automatically in the
event of its assignment (as defined in the 1940 Act).
The Distributor also may enter into agreements
with securities dealers (“Soliciting Dealers”) who will solicit purchases of Creation Units of shares. Such Soliciting
Dealers also may be Authorized Participants (as defined below) or DTC Participants (as defined below).
Distribution Plan. The Fund has
adopted a Distribution Plan applicable to the Fund’s shares. Under the Distribution Plan, the Distributor, or designated
service providers, may receive up to 0.25% of a Fund’s assets attributable to shares as compensation for distribution services
pursuant to Rule 12b-1 of the 1940 Act. Distribution services may include: (i) services in connection with distribution assistance,
or (ii) payments to financial institutions and other financial intermediaries, such as broker-dealers, fund “supermarkets”
and the Distributor’s affiliates and subsidiaries, as compensation for services or reimbursement of expenses incurred in
connection with distribution assistance. The Distributor may, at its discretion, retain a portion of such payments to compensate
itself for distribution services and distribution related expenses such as the costs of preparation, printing, mailing or otherwise
disseminating sales literature, advertising, and prospectuses (other than those furnished to current shareholders of the Fund),
promotional and incentive programs, and such other marketing expenses that the Distributor may incur. The plan is a compensation
plan, which means that the Distributor is compensated regardless of its expenses, as opposed to a reimbursement plan which reimburses
only for expenses incurred.
No distribution fees are currently charged
to the Fund and there are currently no plans to impose these fees. The Plan was adopted in order to permit the implementation of
the Fund’s method of distribution. In the event that 12b-1 fees are charged in the future, because a Fund pays these fees
out of assets on an ongoing basis, over time these fees may cost you more than other types of sales charges and will increase the
cost of your investment in a Fund.
The Plan will remain in effect for a period
of one year and is renewable from year to year with respect to a Fund, so long as its continuance is approved at least annually
(1) by the vote of a majority of the Trustees and (2) by a vote of the majority of those Independent Trustees who have no direct
or indirect financial interest in the Plan (“Rule 12b-1 Trustees”). The Plan may not be amended to increase materially
the amount of fees that may be paid by a Fund under the Plan unless such amendment is approved by a 1940 Act majority vote of the
outstanding shares and by a Fund’s Trustees in the manner described above. The Plan is terminable with respect to a Fund
at any time by a vote of a majority of the Rule 12b-1 Trustees or by a 1940 Act majority vote of the outstanding shares.
Intermediary Compensation. Krane
or their affiliates, out of their own resources and not out of the Fund’s assets (i.e., without additional cost to
a Fund or its shareholders), may pay certain broker dealers, banks and other financial intermediaries (“Intermediaries”),
to the extent permitted by applicable law, for certain activities related to the Fund, including marketing and education support
and the sale of a Fund’s shares. These arrangements are sometimes referred to as “revenue sharing” arrangements.
Revenue sharing arrangements are not financed by a Fund and, thus, do not result in increased Fund expenses. They are not reflected
in the fees and expenses listed in the fees and expenses sections of a Fund’s Prospectus and they do not change the price
paid by investors for the purchase of a Fund’s shares or the amount received by a shareholder as proceeds from the redemption
of shares of a Fund.
Such compensation may be paid to Intermediaries
that provide services to a Fund, including marketing and education support (such as through conferences, webinars and printed communications).
Such compensation may also be paid to Intermediaries for inclusion of a Fund on a sales list, including a preferred or select sales
list, in other sales programs. Krane periodically assesses the advisability of continuing to make these payments.
Payments to an Intermediary may be significant
to the Intermediary, and amounts that Intermediaries pay to your adviser, broker or other investment professional, if any, may
also be significant to such adviser, broker or investment professional. Because an Intermediary may make decisions about what investment
options it will make available or recommend, and what services to provide in connection with various products, based on payments
it receives or is eligible to receive, such payments create conflicts of interest between the Intermediary and its clients. For
example, these financial incentives may cause the Intermediary to recommend a Fund over other investments. The same conflict of
interest exists with respect to your financial adviser, broker or investment professionals if he or she receives similar payments
from his or her Intermediary firm.
Intermediary information is current only
as of the date of this SAI. Please contact your adviser, broker or other investment professional for more information regarding
any payments his or her Intermediary firm may receive. Any payments made by Krane, a sub-adviser and/or their affiliates to an
Intermediary may create an incentive for the Intermediary to encourage customers to buy shares of a Fund.
CONTROL PERSONS AND PRINCIPAL HOLDERS
OF SECURITIES
The Fund has not yet commenced operations
as of the date of this SAI, and, therefore, there were no public shareholders of the Fund as of the date of this SAI. Krane will
own the initial shares issued by the Fund and can thus approve any matter requiring shareholder approval.
EXCHANGE LISTING AND TRADING
A discussion of exchange listing and trading
matters associated with an investment in the Fund is contained in the Prospectus. The discussion below supplements, and should
be read in conjunction with, such sections of the Prospectus.
The shares of the Fund are listed and traded
on the Exchange identified on the cover of this SAI at prices that may differ from a Fund’s NAV. There can be no assurance
that the Exchange requirements necessary to maintain the listing of the shares of the Fund will continue to be met. The Exchange
may, but is not required to, remove the shares of the Fund from listing if, among other matters: (i) following the initial 12-month
period beginning at the commencement of trading of the Fund, there are fewer than fifty (50) Beneficial Owners (as that term is
defined below) of the shares of the Fund for thirty (30) or more consecutive trading days; (ii) the value of the underlying index
is no longer calculated or available; or (iii) such other event shall occur or condition exist that, in the opinion of the Exchange,
makes further dealings on the Exchange inadvisable. The Exchange will remove the shares of the Fund from listing and trading upon
termination of the Fund.
Trading prices of Shares on the Exchange
may differ from the Fund’s daily NAV. Market forces of supply and demand, economic conditions and other factors may affect
the trading prices of Shares. To provide additional information regarding the indicative value of Shares, the Exchange or a market
data vendor disseminates information every 15 seconds through the facilities of the Consolidated Tape Association, or other widely
disseminated means, an updated IIV for Shares as calculated by an information provider or market data vendor. The Fund is not involved
in or responsible for any aspect of the calculation or dissemination of the IIVs and makes no representation or warranty as to
the accuracy of the IIVs. The IIV should not be viewed as a “real-time” update of the Fund’s NAV because the
IIV may not be calculated in the same manner as the NAV, which is computed only once a day, typically at the end of the business
day. The calculation of the IIV is based on the basket of Deposit Securities, if any, and either a designated amount of U.S. cash
or other instruments with a readily ascertainable market value, where such cash or other investments represent the Fund’s
portfolio holdings that cannot be transacted in kind. The IIV may not represent the best possible valuation of the Fund’s
portfolio because the basket of Deposit Securities does not necessarily reflect the precise composition of the current Fund portfolio
at a particular point in time and does not include a reduction for the fees, operating expenses, or transaction costs incurred
by the Fund. In addition, to the extent that the performance of the cash or other instruments varies from the performance of the
portfolio holdings represented, the IIV is likely to vary from the Fund’s actual NAV.
As in the case of other stocks traded on
the Exchange, broker’s commissions on purchases or sales of shares in market transactions will be based on negotiated commission
rates at customary levels.
The Trust reserves the right to adjust
the price levels of shares in the future to help maintain convenient trading ranges for investors. Any adjustments would be accomplished
through stock splits or reverse stock splits, which would have no effect on the net assets of the Fund.
BOOK ENTRY ONLY SYSTEM
The information below supplements and should
be read in conjunction with the section in the Prospectus entitled “Shareholder Information.”
The Depository Trust Company (“DTC”)
acts as securities depository for the Fund’s shares. Shares of the Fund are represented by securities registered in the name
of the DTC or its nominee, Cede & Co., and deposited with, or on behalf of, the DTC.
The DTC, a limited-purpose trust company,
was created to hold securities of its participants (“DTC Participants”) and to facilitate the clearance and settlement
of securities transactions among the DTC Participants in such securities through electronic book-entry changes in accounts of the
DTC Participants, thereby eliminating the need for physical movement of securities’ certificates. DTC Participants include
securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations, some of whom (and/or
their representatives) own the DTC. More specifically, the DTC is owned by a number of its DTC Participants and by the Exchange,
and FINRA. Access to the DTC system is also available to others such as banks, brokers, dealers and trust companies that clear
through or maintain a custodial relationship with a DTC Participant, either directly or indirectly (the “Indirect Participants”).
Beneficial ownership of shares is limited
to DTC Participants, Indirect Participants and persons holding interests through DTC Participants and Indirect Participants. Ownership
of beneficial interests in shares (owners of such beneficial interests are referred to herein as “Beneficial Owners”)
is shown on, and the transfer of ownership is effected only through, records maintained by the DTC (with respect to DTC Participants)
and on the records of DTC Participants (with respect to Indirect Participants and Beneficial Owners that are not DTC Participants).
Beneficial Owners will receive from or through the DTC Participant a written confirmation relating to their purchase of shares.
The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities in definitive
form. Such laws may impair the ability of certain investors to acquire beneficial interests in shares.
Conveyance of all notices, statements and
other communications to Beneficial Owners is effected as follows. Pursuant to the Depositary Agreement between the Trust and the
DTC, the DTC is required to make available to the Trust upon request and for a fee to be charged to the Trust a listing of the
shares of a Fund held by each DTC Participant. The Trust shall inquire of each such DTC Participant as to the number of Beneficial
Owners holding shares, directly or indirectly, through such DTC Participant. The Trust shall provide each such DTC Participant
with copies of such notice, statement or other communication, in such form, number and at such place as such DTC Participant may
reasonably request, in order that such notice, statement or communication may be transmitted by such DTC Participant, directly
or indirectly, to such Beneficial Owners. In addition, the Trust shall pay to each such DTC Participant a fair and reasonable amount
as reimbursement for the expenses attendant to such transmittal, all subject to applicable statutory and regulatory requirements.
Share distributions shall be made to the
DTC or its nominee, Cede & Co., as the registered holder of all shares. The DTC or its nominee, upon receipt of any such distributions,
shall credit immediately DTC Participants’ accounts with payments in amounts proportionate to their respective beneficial
interests in shares of a Fund as shown on the records of the DTC or its nominee. Payments by DTC Participants to Indirect Participants
and Beneficial Owners of shares held through such DTC Participants will be governed by standing instructions and customary practices,
as is now the case with securities held for the accounts of customers in bearer form or registered in a “street name,”
and will be the responsibility of such DTC Participants.
The Trust has no responsibility or liability
for any aspect of the records relating to or notices to Beneficial Owners, or payments made on account of beneficial ownership
interests in such shares, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests,
or for any other aspect of the relationship between the DTC and DTC Participants or the relationship between such DTC Participants
and the Indirect Participants and Beneficial Owners owning through such DTC Participants.
The DTC may decide to discontinue providing
its service with respect to shares at any time by giving reasonable notice to the Trust and discharging its responsibilities with
respect thereto under applicable law. Under such circumstances, the Trust shall take action to find a replacement for the DTC to
perform its functions at a comparable cost.
BROKERAGE TRANSACTIONS
Krane assumes general supervision over
placing orders on behalf of a Fund for the purchase and sale of portfolio securities.
Although Krane strives to obtain the best
net price under prevailing circumstances surrounding each trade, the determinative factor is whether a transaction represents the
best overall execution for a Fund and not whether the lowest possible transaction cost is obtained. Krane considers the full range
and quality of a broker-dealer’s servicing in selecting the broker to meet best execution obligations, and may not pay the
lowest transaction cost available. Krane reviews trading to ensure best execution, operational performance, and reasonable commission
rates. Order flow may go through traditional broker-dealers, but may also be executed on an Electronic Communication Network, Alternative
Trading System or other execution system.
Where multiple broker-dealers are available
to execute portfolio transactions, in selecting the brokers or dealers for any transaction in portfolio securities, Krane’s
policy is to make such selection based on factors deemed relevant, which may include the breadth of the market in the security;
the price of the security; the reasonableness of the commission or mark-up or mark-down, if any; execution capability; settlement
capability; back office efficiency; and the financial condition of the broker or dealer, both for the specific transaction and
on a continuing basis. The overall reasonableness of brokerage commissions paid or spreads is evaluated by Krane generally based
upon its knowledge of available information as to the general level of commissions paid or spreads by other institutional investors
for comparable services. Brokers or dealers may also be selected because of their ability to handle special or difficult executions,
such as may be involved in large block trades, less liquid securities, broad distributions, or other circumstances. Krane may also
consider the provision or value of research, products or services a broker or dealer may provide, if any, as a factor in the selection
of a broker or dealer or the determination of the reasonableness of commissions paid in connection with portfolio transactions.
The Trust has adopted policies and procedures that prohibit the consideration of sales of a Fund’s shares as a factor in
the selection of a broker or a dealer to execute its portfolio transactions.
When one or more broker-dealers is believed
capable of providing the best combination of price and execution, a broker-dealer need not be selected based solely on the lowest
commission rate available for a particular transaction. In such cases, Krane may pay a higher commission than otherwise obtainable
from other brokers in return for brokerage research services provided to Krane consistent with Section 28(e) of the Securities
Exchange Act of 1934 (the “Exchange Act”). Section 28(e) provides that Krane may cause a Fund to pay a broker-dealer
a commission for effecting a transaction in excess of the amount of commission another broker or dealer would have charged as long
as Krane makes a good faith determination that the amount of commission is reasonable in relation to the value of the brokerage
and research services provided by the broker-dealer. To the extent Krane obtains brokerage and research services that it otherwise
would acquire at its own expense, Krane may have incentive to place a greater volume of transactions or pay higher commissions
than would otherwise be the case.
The types of products and services that
Krane may obtain from broker-dealers through such arrangements will include research reports and other information on the economy,
industries, sectors, groups of securities, individual companies, statistical information, political developments, technical market
action, pricing and appraisal services, credit analysis, risk measurement analysis, performance and other analysis. Krane may use
products and services provided by brokers in servicing all of its client accounts and not all such products and services may necessarily
be used in connection with the account that paid commissions to the broker-dealer providing such products and services. Any advisory
or other fees paid to Krane are not reduced as a result of the receipt of brokerage and research services.
In some cases, Krane may receive a product
or service from a broker that has both a “research” and a “non-research” use. When this occurs, Krane will
make a good faith allocation between the research and non-research uses of the product or service. The percentage of the service
that is used for research purposes may be paid for with brokerage commissions, while Krane will use its own funds to pay for the
percentage of the service that is used for non-research purposes. In making this good faith allocation, Krane faces a potential
conflict of interest, but Krane believes that its allocation procedures are reasonably designed to appropriately allocate the anticipated
use of such products and services to research and non-research uses.
The Trust has adopted policies and procedures
that prohibit the consideration of sales of a Fund’s shares as a factor in the selection of a broker or a dealer to execute
its portfolio transactions.
Brokerage transactions may be conducted
through “affiliated brokers or dealers,” as defined in rules under the 1940 Act. An affiliated broker-dealer will receive
compensation from a Fund in connection with the Fund’s portfolio investment transactions conducted through them. This arrangement
may present actual or perceived conflicts of interest, but the 1940 Act permits commissions to be paid by a fund to an “affiliated
broker or dealer” if such commissions do not exceed the usual and customary broker’s commission. Accordingly, the Funds
have adopted compliance policies and procedures to permits such trades so long as, among other matters, the commissions paid to
an affiliated broker-dealer are, in the judgment of the Krane or the subadviser (if applicable), reasonable and fair as compared
to the commissions charged by other brokers in connection with comparable transactions involving similar securities.
An affiliated broker-dealer may engage
in proprietary trading and advise accounts and funds that have investment objectives similar to those of a Fund and/or that engage
in and compete for transactions in the same types of securities, currencies and other instruments as the Fund. Such activities
could affect the prices and availability of the securities, currencies, and instruments in which a Fund invests, which could have
an adverse impact on a Fund’s performance. Such transactions for an affiliated broker-dealers other client accounts will
be executed independently of a Fund’s transactions and thus at prices or rates that may be more or less favorable than those
obtained by the Fund. As a result, the affiliated broker-dealer may compete with the Fund for appropriate investment opportunities.
Brokerage Commissions
Because the Fund had not commenced operations
prior to the end of the fiscal year ended March 31, 2020, the Fund did not pay any brokerage commissions during the three prior
fiscal years.
Directed Brokerage
Because the Fund had not commenced operations
prior to the end of the fiscal year ended March 31, 2020, the Fund did not pay any brokerage commissions pursuant to an agreement
or understanding whereby the broker provides research or other brokerage services to Krane during the prior fiscal year.
Affiliated Brokers
Because the Fund had not commenced operations
prior to the end of the fiscal year ended March 31, 2020, the Fund did not pay any brokerage commissions to any affiliated brokers
during the three prior fiscal years.
Regular Broker-Dealers
The Fund is required to identify any securities
of its “regular brokers and dealers” (as such term is defined in the 1940 Act) which the Fund may hold at the close
of its most recent fiscal year. “Regular brokers or dealers” of a Fund are the ten brokers or dealers that, during
the most recent fiscal year: (i) received the greatest dollar amounts of brokerage commissions from the Fund’s portfolio
transactions; (ii) engaged as principal in the largest dollar amounts of portfolio transactions of the Fund; or (iii) sold the
largest dollar amounts of the Fund’s shares.
Because the Fund had not commenced operations
prior to the end of the fiscal year ended March 31, 2020, the Fund did not own any securities of their “regular broker-dealers”
as of that time.
Portfolio Turnover
Portfolio turnover may vary from year to
year, as well as within a year, and generally relates to changes in the underlying index. High turnover rates are likely to result
in comparatively greater brokerage expenses or dealer mark-ups and other transaction costs. The overall reasonableness of brokerage
commissions is evaluated by Krane based upon their knowledge of available information as to the general level of commissions and
spreads paid or incurred by the other institutional investors for comparable services.
Because the Fund had not commenced operations
prior to the end of the fiscal year ended March 31, 2020, the Fund does not have portfolio turnover information for the prior fiscal
year to report.
CREATION AND REDEMPTION OF
CREATION UNITS
Except as otherwise noted below, the following
applies to any Fund covered by this SAI:
General
The Trust issues and redeems shares of
the Fund only in Creation Units on a continuous basis through the Distributor, without a sales load but subject to the transaction
fees described below, at the NAV next determined after receipt, on any Business Day (as defined below), of an order in proper form.
A “Business Day”, as used herein, is any day on which the New York Stock Exchange (“NYSE”) is open for
business. As of the date of this SAI, the NYSE observes the following holidays: New Year’s Day, Martin Luther King, Jr. Day,
Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
Currently, the number of shares that constitutes
a Creation Unit is 50,000 shares. The Board reserves the right to declare a split or a consolidation in the number of shares outstanding
of the Fund, and to make changes in the number of shares constituting a Creation Unit, including in the event that the per share
price in the secondary market rises (or declines) to an amount that falls outside the range deemed desirable by the Board.
Creation Units may be purchased and redeemed
only by or through a DTC Participant that has entered into an Authorized Participant Agreement with the Distributor (an “Authorized
Participant”). Such Authorized Participant will agree, pursuant to the terms of such Authorized Participant Agreement and
on behalf of itself or any investor on whose behalf it will act, to certain conditions, including those set forth below, the Authorized
Participant Agreement and the handbook governing the Authorized Participants. Investors who are not Authorized Participants must
make appropriate arrangements with an Authorized Participant to purchase or redeem Creation Units. Investors should be aware that
their particular broker may not be a DTC Participant or may not have executed an Authorized Participant Agreement with the Distributor
and that Creation Unit orders may have to be placed by the investor’s broker through an Authorized Participant. As a result,
orders placed through an Authorized Participant may result in additional charges to such investor. A list of current Authorized
Participants may be obtained from the Distributor.
Investors who are not Authorized Participants
may purchase and sell shares of the Fund on the secondary market.
Because the portfolio securities of the
Fund may trade on days that the Exchange is closed or are otherwise not Business Days for the Fund, shareholders may not be able
to purchase or redeem their shares of the Fund, or purchase or sell shares of the Fund on the Exchange, on days when the NAV of
the Fund could be significantly affected by events in the relevant non-U.S. markets.
Purchases of Creation Units
The consideration for the purchase of Creation
Units of the Fund consists of an in-kind deposit of a designated portfolio of securities (or cash for all or any portion of such
securities (“Deposit Cash”) (collectively, the “Deposit Securities”)) and the Cash Component, which is
an amount equal to the difference between the aggregate NAV of a Creation Unit and the Deposit Securities. Together, the Deposit
Securities and the Cash Component constitute the “Fund Deposit.”
The Custodian or the Administrator makes
available through the National Securities Clearing Corporation (“NSCC”) on each Business Day, prior to the opening
of regular trading on the Exchange, the list of names and the required number of shares of each Deposit Security and Deposit Cash,
as applicable, and the estimated amount of the Cash Component to be included in the current Fund Deposit. Such Fund Deposit is
applicable, subject to any adjustments as described below, in order to effect purchases of Creation Units of the Fund until such
time as the next-announced Fund Deposit is made available. The means by which the Deposit Securities and Cash Component are to
be delivered by the Authorized Participant to the Fund are set forth in the Authorized Participant Agreement and the handbook governing
the Authorized Participants, except to the extent the Distributor and the Authorized Participant otherwise agree. Fund shares will
be settled through the DTC system.
The identity and number of shares of the
Deposit Securities change pursuant to, among other matters, changes in the composition of the Fund’s portfolio and as rebalancing
adjustments and corporate action events are reflected from time to time. The composition of the Deposit Securities may also change
in response to adjustments to the weighting or composition of the component securities constituting the Fund’s Underlying
Index.
The Trust reserves the right to permit
or require the substitution of an amount of cash to replace any Deposit Security: (i) if, on a given Business Day, the Fund announces
before the open of trading that all purchases on that day will be made entirely in cash; (ii) if, upon receiving a purchase order
from an Authorized Participant, the Fund determines to require the purchase to be made entirely in cash; (iii) if, on a given Business
Day, the Fund requires all Authorized Participants purchasing shares on that day to deposit cash in lieu of some or all of the
Deposit Securities solely because: (a) such instruments are not eligible for transfer through either the NSCC or DTC systems; or
(b) such instruments are not eligible for trading due to local trading restrictions, local restrictions on securities transfers
or other similar circumstances; or (iv) if the Fund permits an Authorized Participant to deposit cash in lieu of some or all of
the Deposit Securities solely because: (a) such instruments are not available in sufficient quantity; or (b) such instruments are
not eligible for trading by an Authorized Participant or the investor on whose behalf the Authorized Participant is acting (together,
“Custom Orders”).
The Trust also reserves the right to include
or remove Deposit Securities from the Fund Deposit for one or more of the following reasons: (i) in the case of bonds, for minor
differences when it is impossible to break up bonds beyond certain minimum sizes needed for transfer and settlement; (ii) for minor
differences when rounding is necessary to eliminate fractional shares or lots that are not tradeable round lots; (iii) TBA Transactions,
short positions and other positions that cannot be transferred in-kind, including instruments that can be transferred in-kind only
with the consent of the original counterparty; (iv) to the extent the Fund determines, on a given Business Day, to use a representative
sampling of the Fund’s portfolio; or (v) for temporary periods, to effect changes in the Fund’s portfolio as a result
of the rebalancing of its Underlying Index.
Cash purchases of Creation Units will be
effected in essentially the same manner as in-kind purchases. The Authorized Participant will pay the cash equivalent of the Deposit
Securities as Deposit Cash plus or minus the same Cash Component.
Krane, on behalf of the Fund, will convert
subscriptions that are made in whole or in part in cash into the relevant foreign currency prior to investment at the applicable
exchange rate and subject to the applicable spread. Those purchasing Creation Units of the Fund bear the risk associated with changes
in the currency exchange rate between the time they place their order and the time that the Fund converts any cash received into
foreign investments.
Placement of Purchase Orders
To initiate an order for a Creation Unit,
an Authorized Participant must submit to the Distributor an irrevocable order in proper form to purchase shares of the Fund on
a Business Day generally before the time as of which that day’s NAV is calculated. For a purchase order to be processed based
on the NAV calculated on a particular Business Day, the purchase order must be received in proper form and accepted by the Trust
prior to the time as of which the NAV is calculated (“Cutoff Time”). Investors who are not Authorized Participants
and seek to place a purchase order for a Creation Unit through an Authorized Participant should allow sufficient time to permit
proper submission of the purchase order to the Distributor by the Cutoff Time on such Business Day. Custom Orders must be received
in proper form and accepted by the Trust at least two hours prior to Cutoff Time.
The Authorized Participant Agreement and
the handbook governing the Authorized Participants set forth the different methods whereby Authorized Participants can submit purchase
orders. A purchase order is considered to be in “proper form” if a request in a form satisfactory to the Fund is (1)
received by the Distributor from an Authorized Participant on behalf of itself or another person within the time period set above,
and (2) all the procedures and other requirements applicable to the method used by the Authorized Participant to submit the purchase
order, such as, in the case of purchase orders submitted through the Distributor’s website, the completion of all required
fields, and otherwise set forth in the Authorized Participant Agreement and handbook governing the Authorized Participants are
properly followed.
Creation Unit orders must be transmitted
by an Authorized Participant by telephone or other transmission method acceptable to the Distributor. Economic or market disruptions
or changes, or telephone or other communication failure, may impede transmissions between the Distributor and an Authorized Participant.
Orders to create shares of the Fund that are submitted on the Business Day immediately preceding a holiday or a day (other than
a weekend) when the securities markets in a foreign market in which the Fund may invest are closed may not be accepted or may be
charged the maximum transaction fee. The Distributor, in its discretion, may permit the submission of orders and requests by or
through an Authorized Participant via communication through the facilities of the Distributor’s proprietary website maintained
for this purpose. A Purchase order, if accepted by the Trust, will be processed based on the NAV as of the next Cutoff Time.
Acceptance of Orders for, and Issuance
of, Creation Units
All questions as to whether an order has
been submitted in proper form and the number of shares of each security in the Deposit Securities and the validity, form, eligibility
and acceptance for deposit of any securities to be delivered shall be determined by the Fund and the Fund’s determination
shall be final and binding.
The Fund reserves the absolute right to
reject or revoke acceptance of a creation order, including if (i) the order is not in proper form; (ii) the investor(s), upon obtaining
the shares ordered, would own 80% or more of the currently outstanding shares of the Fund; (iii) the Deposit Securities delivered
do not conform to the identity and number of shares specified; (iv) acceptance of the Deposit Securities would have certain adverse
tax consequences to the Fund; (v) acceptance of the Fund Deposit would, in the opinion of counsel, be unlawful; (vi) acceptance
of a Fund Deposit would, in the discretion of the Fund or Krane, have an adverse effect on the Fund or the rights of Beneficial
Owners; or (vii) circumstances outside the control of the Fund, the Distributor and Krane make it impracticable to process purchase
orders. The Distributor shall notify a prospective purchaser of a Creation Unit and/or the Authorized Participant acting on behalf
of such purchaser of the rejection or revocation of acceptance of such order. The Fund, the Custodian, the sub-custodian and the
Distributor are under no duty, however, to give notification of any defects or irregularities in the delivery of Fund Deposits
nor shall any of them incur any liability for failure to give such notification.
Except as provided in the following paragraph,
a Creation Unit will not be issued until the transfer of good title to the Fund of the Deposit Securities and the payment of the
Cash Component, Deposit Cash and creation transaction fees have been completed. In this regard, the Custodian will require, prior
to the issuance of a Creation Unit, that the sub-custodian confirm to the Custodian that the Deposit Securities have been delivered
to the account of the Fund at the sub-custodian(s). If the Fund does not receive the foregoing by the time specified herein the
Creation Unit may not be delivered or the purchase order may ultimately be rejected.
The Fund may issue Creation Units to an
Authorized Participant, notwithstanding the fact that all Deposit Securities have not been received, in reliance on the undertaking
of the Authorized Participant to deliver the missing Deposit Securities as soon as possible, which undertaking shall be secured
by such Authorized Participant’s delivery and maintenance of collateral having a value of up to 115% of the value of the
missing Deposit Securities. The only collateral that is acceptable is cash in U.S. dollars. Such cash collateral must be delivered
no later than 2:00 p.m., Eastern Time on the contractual settlement date of the Creation Unit(s). The Fund may buy the missing
Deposit Securities at any time, and the Authorized Participant will be liable for any shortfall between the cost to the Fund of
purchasing such securities and the cash collateral. In addition, the cash collateral may be invested at the risk of the Authorized
Participant, and any income on invested cash collateral will be paid to that Authorized Participant. Information concerning the
Fund’s current procedures for collateralization of missing Deposit Securities is available from the Distributor.
In certain cases, an Authorized Participant
may create and redeem Creation Units on the same trade date. In these instances, the Fund reserves the right to settle these transactions
on a net basis or require a representation from the Authorized Participant that the creation and redemption transactions are for
separate Beneficial Owners.
Once the Fund has accepted a purchase order,
upon the next determination of the NAV of the shares, the Fund may confirm the issuance of a Creation Unit, against receipt of
payment, at such NAV. The Distributor will then transmit a confirmation of acceptance to the Authorized Participant that placed
the order. Creation Units typically are settled on a “T+2 basis” (i.e., two Business Days after trade date), subject
to certain exceptions. However, the Fund reserves the right to settle Creation Unit transactions on a basis other than T+2, including
in order to accommodate non-U.S. market holiday schedules, closures and settlement cycles, and to account for different treatment
among non-U.S. and U.S. markets of dividend record dates and ex-dividend dates.
Creation Transaction Fees
A standard creation transaction fee is
imposed to offset transfer and other costs associated with the issuance of Creation Units. The standard creation transaction fee
is charged to the Authorized Participant on the day such Authorized Participant creates a Creation Unit, and is the same, regardless
of the number of Creation Units purchased by the Authorized Participant on the applicable Business Day.
The Authorized Participant may also be
required to pay a variable transaction fee (up to the maximum amount shown in the table below) to cover certain brokerage, tax,
foreign exchange, execution, market impact and other costs and expenses. Authorized Participants will also bear the costs of transferring
the Deposit Securities, including any stamp duty or other similar fees and expenses. Investors who use the services of a broker
or other financial intermediary may be charged a fee for such services.
The standard creation transaction fee and
maximum variable transaction fee for a Creation Unit are set forth below:
FUND
|
STANDARD TRANSACTION FEE
|
MAXIMUM VARIABLE TRANSACTION FEE*
|
KraneShares CICC China 5G and Technology Leaders Index ETF
|
$[2,100]
|
2.00%
|
* As a percentage of the Creation Unit(s)
purchased.
The Adviser may adjust the transactions
fees from time to time based on actual experience.
Redemptions of Creation Units
The consideration paid by the Fund for
the redemption of Creation Units consists of an in-kind basket of a designated portfolio of securities (or cash for all or any
portion of such securities (“Redemption Cash”)) (collectively, the “Fund Securities”) and the Cash Component,
which is an amount equal to the difference between the aggregate NAV of a Creation Unit and the Fund Securities. Together, the
Fund Securities and the Cash Component constitute the “Fund Redemption.”
The Custodian or the Administrator makes
available through NSCC on each Business Day, prior to the opening of regular trading on the Exchange, the list of names and the
number of shares of each Fund Security and Redemption Cash, as applicable, and the estimated amount of the Cash Component to be
included in the current Fund Redemption. Such Fund Redemption is applicable, subject to any adjustments as described below, for
redemptions of Creation Units of the Fund until such time as the next-announced Fund Redemption is made available. The delivery
of Fund shares will be settled through the DTC system. The means by which the Fund Securities and Cash Component are to be delivered
to the Authorized Participant by the Fund are set forth in the Authorized Participant Agreement and the handbook governing the
Authorized Participants, except to the extent the Distributor and the Authorized Participant otherwise agree.
The identity and number of shares of the
Fund Securities change pursuant to, among other matters, changes in the composition of the Fund’s portfolio and as rebalancing
adjustments and corporate action events are reflected from time to time. The composition of the Fund Securities may also change
in response to adjustments to the weighting or composition of the component securities constituting the Fund’s Underlying
Index and may not be the same as the Deposit Securities.
The Trust reserves the right to permit
or require the substitution of an amount of cash to replace any Redemption Security: (i) if, on a given Business Day, the Fund
announces before the open of trading that all redemptions on that day will be made entirely in cash; (ii) if, upon receiving a
redemption order from an Authorized Participant, the Fund determines to require the redemption to be made entirely in cash; (iii)
if, on a given Business Day, the Fund requires all Authorized Participants redeeming shares on that day to receive cash in lieu
of some or all of the Fund Securities solely because: (a) such instruments are not eligible for transfer through either the NSCC
or DTC systems; or (b) such instruments are not eligible for trading due to local trading restrictions, local restrictions on securities
transfers or other similar circumstances; or (iv) if the Fund permits an Authorized Participant to receive cash in lieu of some
or all of the Fund Securities solely because: (a) such instruments are not eligible for trading by an Authorized Participant or
the redeemer on whose behalf the Authorized Participant is acting; or (b) a shareholder would be subject to unfavorable income
tax treatment if the shareholder receives redemption proceeds in kind (together, “Custom Orders”).
The Trust also reserves the right to include
or remove Fund Securities from the Fund Redemption for one or more of the following reasons: (i) in the case of bonds, for minor
differences when it is impossible to break up bonds beyond certain minimum sizes needed for transfer and settlement; (ii) for minor
differences when rounding is necessary to eliminate fractional shares or lots that are not tradeable round lots; (iii) TBA Transactions,
short positions and other positions that cannot be transferred in-kind, including instruments that can be transferred in-kind only
with the consent of the original counterparty; (iv) to the extent the Fund determines, on a given Business Day, to use a representative
sampling of the Fund’s portfolio; or (v) for temporary periods, to effect changes in the Fund’s portfolio as a result
of the rebalancing of its Underlying Index.
Cash redemptions of Creation Units will
be effected in essentially the same manner as in-kind redemptions. The Authorized Participant will receive the cash equivalent
of the Fund Securities as Redemption Cash plus or minus the same Cash Component.
Krane, on behalf of the Fund, will sell
investments denominated in foreign currencies and convert such proceeds into U.S. Dollars at the applicable exchange rate and subject
to the applicable spread for redemptions that are made in whole or in part for cash. Those redeeming Creation Units of the Fund
bear the risk associated with changes in the currency exchange rate between the time they place their order and the time that the
Fund converts any investments into U.S. Dollars.
Placement of Redemption Orders
To initiate a redemption order for a Creation
Unit, an Authorized Participant must submit to the Distributor an irrevocable order in proper form to redeem shares of the Fund
on a Business Day generally before the time as of which that day’s NAV is calculated. For a redemption order to be processed
based on the NAV calculated on a particular Business Day, the order must be received in proper form and accepted by the Trust prior
to the time as of which the NAV is calculated (“Cutoff Time”). Investors who are not Authorized Participants and seek
to place a redemption order for a Creation Unit through an Authorized Participant should allow sufficient time to permit proper
submission of the redemption order to the Distributor by the Cutoff Time on such Business Day. Custom Orders must be received in
proper form and accepted by the Trust at least two hours prior to Cutoff Time.
The Authorized Participant Agreement and
the handbook governing the Authorized Participants set forth the different methods whereby Authorized Participants can submit redemption
orders. A redemption request is considered to be in “proper form” if a request in a form satisfactory to the Fund is
(1) received by the Distributor from an Authorized Participant on behalf of itself or another person within the time period set
above, and (2) all the procedures and other requirements applicable to the method used by the Authorized Participant to submit
the redemption order, such as, in the case of redemption orders submitted through the Distributor’s website, the completion
of all required fields, and otherwise set forth in the Authorized Participant Agreement and handbook governing the Authorized Participants
are properly followed.
Creation Unit orders must be transmitted
by an Authorized Participant by telephone or other transmission method acceptable to the Distributor. Economic or market disruptions
or changes, or telephone or other communication failure, may impede transmissions between the Distributor and an Authorized Participant.
Orders to redeem shares of the Fund that are submitted on the Business Day immediately preceding a holiday or a day (other than
a weekend) when the securities markets in a foreign market in which the Fund may invest are closed may be charged the maximum transaction
fee. The Distributor, in its discretion, may permit the submission of orders and requests by or through an Authorized Participant
via communication through the facilities of the Distributor’s proprietary website maintained for this purpose. A redemption
request, if accepted by the Trust, will be processed based on the NAV as of the next Cutoff Time.
Acceptance of Orders for, and Redemption
of, Creation Units
All questions as to whether an order has
been submitted in proper form and the requisite number of Fund shares and transaction fees have been delivered shall be determined
by the Fund and the Fund’s determination shall be final and binding.
The Fund reserves the absolute right to
reject a redemption order if the order is not in proper form. In addition, the right of redemption may be suspended or the date
of payment postponed with respect to the Fund (i) for any period during which the NYSE is closed (other than customary weekend
and holiday closings), (ii) for any period during which trading on the NYSE is suspended or restricted, (iii) for any period during
which an emergency exists as a result of which disposal of the shares of the Fund’s portfolio securities or determination
of its NAV is not reasonably practicable; or (iv) in such other circumstance as is permitted by the SEC. The Fund or Distributor
will notify the Authorized Participant of such rejection, but the Fund, Custodian, sub-custodian and Distributor shall not be liable
for any failure to give such notification.
The payment by the Fund of the Fund Securities,
Redemption Cash, and Cash Component will not be issued until the transfer of the Creation Unit(s) and the applicable redemption
transaction fees has been completed. If the Transfer Agent does not receive the investor’s shares through DTC’s facilities
and the applicable redemption transaction fees by the required time, the redemption request may be rejected. Further, a redeeming
Beneficial Owner or Authorized Participant acting on behalf of such Beneficial Owner must maintain appropriate security arrangements
with a qualified broker-dealer, bank or other custody providers in each jurisdiction where Fund Securities are customarily traded
and will be delivered. If neither the redeeming Beneficial Owner nor the Authorized Participant acting on behalf of such redeeming
Beneficial Owner has appropriate arrangements to take delivery of Fund Securities in the applicable non-U.S. jurisdiction and it
is not possible to make other such arrangements, or if it is not possible to effect deliveries of Fund Securities in such jurisdiction,
the Trust may redeem shares in Redemption Cash, and the redeeming Beneficial Owner will be required to receive its redemption proceeds
as Redemption Cash.
Redemptions of shares for Fund Securities
will be subject to compliance with applicable U.S. federal and state securities laws and the Fund (whether or not it otherwise
permits cash redemptions) reserves the right to redeem Creation Units for cash to the extent that the Fund cannot lawfully deliver
specific Fund Securities upon redemptions or cannot do so without first registering a Fund Security under such laws.
Once the Fund has accepted a redemption
order, upon the next determination of the NAV of the shares, the Fund may confirm the redemption of a Creation Unit, against receipt
of payment, at such NAV. The Distributor will then transmit a confirmation of acceptance to the Authorized Participant that placed
the order. Deliveries of redemption proceeds by the Fund typically are settled on a “T+2”basis” (i.e., two Business
Days after trade date), but may be made up to seven days later, particularly in stressed market conditions, except as further set
forth herein. The Fund reserves the right to settle redemption transactions on another basis to accommodate non-U.S. market holiday
schedules (see below for further information), closures and settlement cycles, to account for different treatment among non-U.S.
and U.S. markets of dividend record dates and dividend ex-dates (i.e., the last date the holder of a security can sell the security
and still receive dividends payable on the security sold), and in certain other circumstances. The Regular Holidays section hereto
identifies the expected instances, if any, where more than seven days would be needed to deliver redemption proceeds consisting
of Fund Securities. Pursuant to an order of the SEC, the Trust will make delivery of redemption proceeds within the number of days
stated in the Regular Holidays section to be the maximum number of days necessary to deliver redemption proceeds due to foreign
holidays.
In certain cases, an Authorized Participant
may create and redeem Creation Units on the same trade date. In these instances, the Fund reserves the right to settle these transactions
on a net basis or require a representation from the Authorized Participant that the creation and redemption transactions are for
separate Beneficial Owners.
Redemption Transaction Fees
A standard redemption transaction fee is
imposed to offset transfer and other costs associated with the redemption of Creation Units. The standard redemption transaction
fee is charged to the Authorized Participant on the day such Authorized Participant redeems a Creation Unit, and is the same regardless
of the number of Creation Units redeemed by an Authorized Participant on the applicable Business Day.
The Authorized Participant may also be
required to pay a variable transaction fee (up to the maximum amount shown in the table below) to cover certain brokerage, tax,
foreign exchange, execution, market impact and other costs and expenses. Authorized Participants will also bear the costs of transferring
the Fund Securities, including any stamp duty or other similar fees and expenses. Investors who use the services of a broker or
other financial intermediary may be charged a fee for such services.
The standard redemption transaction fee
and maximum variable transaction fee for a Creation Unit are set forth below:
FUND
|
STANDARD TRANSACTION FEE
|
MAXIMUM VARIABLE TRANSACTION FEE*
|
KraneShares CICC China 5G and Technology Leaders Index ETF
|
$[2,100]
|
2.00%
|
* As a percentage of the Creation Unit(s)
redeemed.
The Adviser may adjust the transactions
fees from time to time based on actual experience.
Taxation on Creation and Redemptions
of Creation Units
An Authorized Participant generally will
recognize either gain or loss upon the exchange of Deposit Securities for Creation Units. This gain or loss will generally equal
the difference between (i) the sum of the market value of the Creation Units at the time of the exchange and any net amount of
cash received by the Authorized Participant in the exchange and (ii) the sum of the Authorized Participant’s aggregate basis
in the Deposit Securities exchanged therefor and any net amount of cash paid for the Creation Units. However, the U.S. Internal
Revenue Service may apply the wash sales rules to determine that any loss realized upon the exchange of Deposit Securities for
Creation Units is not currently deductible. Authorized Participants should consult their own tax advisers.
Current U.S. federal tax laws dictate that
capital gain or loss realized from the redemption of Creation Units will generally create long-term capital gain or loss if the
Authorized Participant holds the Creation Units for more than one year, or short-term capital gain or loss if the Creation Units
were held for one year or less, if the Creation Units are held as capital assets.
Regular Holidays
For every occurrence of one or more intervening
holidays in the applicable non-U.S. market that are not holidays observed in the U.S. equity market, the redemption settlement
cycle will be extended by the number of such intervening holidays. In addition to holidays, other unforeseeable closings in a non-U.S.
market due to emergencies may also prevent the Trust from delivering securities within normal settlement period. The securities
delivery cycles currently practicable for transferring portfolio securities to redeeming investors, coupled with non-U.S. market
holiday schedules, will require a delivery process longer than seven calendar days, in certain circumstances, but in no event longer
than fourteen calendar days. The current scheduled holidays applicable to a Fund during such periods are listed below, as are instances
where more than seven days will be needed to deliver redemption proceeds. Holidays may occur on different dates in subsequent years.
The proclamation of new holidays, the treatment by market participants of certain days as “informal holidays” (e.g.,
days on which no or limited securities transactions occur, as a result of substantially shortened trading hours), the elimination
of existing holidays, or changes in local securities delivery practices, could affect the information set forth herein at some
time in the future.
In the calendar years 2020 and [2021],
the dates of regular holidays affecting the relevant securities markets in which the Fund may invest are as follows (please note
these holiday schedules are subject to potential changes in the relevant securities markets):
2020
AUSTRALIA
|
|
|
|
January 1
|
April 10
|
April 13
|
December 25
|
January 26
|
April 11
|
April 25
|
December 26
|
January 27
|
April 12
|
April 27
|
December 28
|
AUSTRIA
|
|
|
|
January 1
|
May 21
|
October 26
|
December 26
|
January 6
|
June 1
|
November 1
|
|
April 13
|
June 11
|
November 8
|
|
May 1
|
August 15
|
December 25
|
|
BELGIUM
|
|
|
|
January 1
|
May 1
|
June 1
|
November 1
|
April 12
|
May 21
|
July 21
|
November 11
|
April 13
|
May 31
|
August 15
|
December 25
|
|
|
|
|
BERMUDA
|
|
|
|
January 1
|
June 15
|
September 7
|
December 28
|
April 10
|
July 30
|
November 11
|
|
May 29
|
July 31
|
December 25
|
|
BOTSWANA
|
|
|
|
January 1
|
May 1
|
July 20
|
October 1
|
April 10
|
May 21
|
July 21
|
December 25
|
April 13
|
July 1
|
September 30
|
December 26
|
|
|
|
|
BRAZIL
|
|
|
|
January 1
|
April 21
|
September 7
|
November 15
|
February 25
|
May 1
|
October 12
|
December 25
|
April 10
|
June 11
|
November 2
|
|
CANADA
|
|
|
|
January 1
|
May 18
|
September 7
|
December 25
|
April 10
|
July 1
|
October 12
|
|
April 13
|
August 3
|
November 11
|
|
|
|
|
|
CAYMAN ISLANDS
|
|
|
|
January 1
|
April 10
|
June 15
|
December 25
|
January 27
|
April 13
|
July 6
|
December 26
|
February 26
|
May 18
|
November 9
|
December 28
|
|
|
|
|
CHILE
|
|
|
|
January 1
|
May 21
|
September 18
|
November 1
|
April 10
|
June 29
|
September 19
|
November 2
|
April 11
|
July 16
|
October 12
|
December 8
|
May 1
|
August 15
|
October 31
|
December 25
|
CHINA
|
|
|
|
January 1
|
January 29
|
May 1
|
October 5
|
January 24
|
January 30
|
June 25
|
October 6
|
January 25
|
January 31
|
October 1
|
October 7
|
January 26
|
April 4
|
October 2
|
|
January 27
|
April 5
|
October 3
|
|
January 28
|
April 6
|
October 4
|
|
COLUMBIA
|
|
|
|
January 1
|
May 1
|
July 20
|
November 16
|
January 6
|
May 25
|
August 7
|
December 8
|
March 19
|
June 15
|
August 17
|
December 25
|
April 9
|
June 22
|
October 12
|
|
April 10
|
June 29
|
November 2
|
|
|
|
|
|
CZECH REPUBLIC
|
|
|
|
January 1
|
May 8
|
October 28
|
December 26
|
April 10
|
July 5
|
November 17
|
|
April 13
|
July 6
|
December 24
|
|
May 1
|
September 28
|
December 25
|
|
DENMARK
|
|
|
|
January 1
|
April 12
|
May 21
|
December 24
|
April 9
|
April 13
|
May 31
|
December 25
|
April 10
|
May 8
|
June 1
|
December 26
|
EGYPT*
|
|
|
|
January 7
|
May 1
|
June 30
|
August 3
|
January 25
|
May 24
|
July 23
|
August 20
|
April 19
|
May 25
|
July 31
|
October 6
|
April 20
|
May 26
|
August 1
|
October 29
|
April 25
|
May 27
|
August 2
|
|
|
|
|
|
FINLAND
|
|
|
|
January 1
|
May 1
|
November 1
|
December 26
|
January 6
|
May 21
|
December 6
|
|
April 10
|
June 19
|
December 24
|
|
April 13
|
June 20
|
December 25
|
|
FRANCE
|
|
|
|
January 1
|
May 21
|
November 1
|
|
April 13
|
June 1
|
November 11
|
|
May 1
|
July 14
|
December 25
|
|
May 8
|
August 15
|
|
|
|
|
|
|
GERMANY
|
|
|
|
January 1
|
May 1
|
October 3
|
|
April 10
|
May 21
|
December 25
|
|
April 13
|
June 1
|
December 26
|
|
GHANA
|
|
|
|
January 1
|
May 1
|
July 31
|
December 25
|
March 6
|
May 24
|
August 4
|
December 26
|
April 10
|
May 25
|
September 21
|
|
April 13
|
July 1
|
December 4
|
|
GREECE
|
|
|
|
January 1
|
March 25
|
May 1
|
October 28
|
January 6
|
April 17
|
June 8
|
December 25
|
March 2
|
April 19
|
August 15
|
December 26
|
|
April 20
|
|
|
|
|
|
|
HONG KONG
|
|
|
|
January 1
|
April 10
|
May 1
|
October 2
|
January 25
|
April 11
|
June 25
|
October 25
|
January 27
|
April 13
|
July 1
|
October 26
|
January 28
|
April 30
|
October 1
|
December 25
|
April 4
|
|
|
December 28
|
HUNGARY
|
|
|
|
January 1
|
April 13
|
August 20
|
December 25
|
March 15
|
May 1
|
August 21
|
December 26
|
April 10
|
May 31
|
October 23
|
|
April 12
|
June 1
|
November 1
|
|
INDIA
|
|
|
|
January 26
|
April 14
|
August 15
|
October 29
|
February 21
|
May 7
|
August 29
|
November 14
|
April 6
|
July 31
|
October 2
|
November 30
|
April 10
|
August 12
|
October 25
|
December 25
|
INDONESIA
|
|
|
|
January 1
|
May 1
|
June 1
|
December 25
|
January 25
|
May 7
|
July 31
|
|
March 22
|
May 21
|
August 17
|
|
March 25
|
May 24
|
August 20
|
|
April 10
|
May 26
|
October 29
|
|
|
|
|
|
IRELAND
|
|
|
|
January 1
|
May 4
|
October 26
|
December 28
|
March 17
|
June 1
|
December 25
|
|
April 13
|
August 3
|
December 26
|
|
|
|
|
|
ISLE OF MAN
|
|
|
|
January 1
|
May 4
|
July 6
|
December 28
|
April 10
|
May 25
|
August 31
|
|
April 13
|
June 12
|
December 25
|
|
|
|
|
|
ISRAEL*
|
|
|
|
March 10
|
April 16
|
July 30
|
September 28
|
March 11
|
April 29
|
August 19
|
October 3
|
April 4
|
May 8
|
August 20
|
October 10
|
April 9
|
May 29
|
September 19
|
October 11
|
April 15
|
May 31
|
September 20
|
|
ITALY
|
|
|
|
January 1
|
April 25
|
August 15
|
December 25
|
January 6
|
May 1
|
November 1
|
December 26
|
April 13
|
June 2
|
December 8
|
|
|
|
|
|
IVORY COAST
|
|
|
|
January 1
|
May 21
|
August 7
|
November 15
|
April 13
|
May 24
|
August 15
|
December 25
|
May 1
|
June 1
|
October 29
|
|
May 20
|
July 31
|
November 1
|
|
JAPAN
|
|
|
|
January 1
|
May 3
|
August 11
|
November 23
|
January 13
|
May 4
|
September 21
|
December 23
|
February 11
|
May 5
|
September 22
|
|
March 20
|
May 6
|
October 12
|
|
April 29
|
July 20
|
November 3
|
|
KENYA
|
|
|
|
January 1
|
May 1
|
October 10
|
December 25
|
April 10
|
May 24
|
October 20
|
December 26
|
April 13
|
June 1
|
December 12
|
|
MALAYSIA
|
|
|
|
January 25
|
May 7
|
July 31
|
September 16
|
January 26
|
May 24
|
August 20
|
October 29
|
January 27
|
May 25
|
August 31
|
December 25
|
May 1
|
May 26
|
September 9
|
|
MALTA
|
|
|
|
January 1
|
April 10
|
August 15
|
December 13
|
February 10
|
May 1
|
September 8
|
December 25
|
March 19
|
June 7
|
September 21
|
|
March 31
|
June 29
|
December 8
|
|
MAURITIUS
|
|
|
|
January 1
|
February 8
|
May 1
|
November 2
|
January 2
|
February 21
|
May 24
|
November 14
|
January 25
|
March 12
|
August 15
|
December 25
|
February 1
|
March 25
|
August 22
|
|
|
MEXICO
|
|
|
|
January 1
|
April 9
|
September 16
|
November 16
|
February 3
|
April 10
|
October 12
|
November 20
|
March 16
|
May 1
|
November 2
|
December 25
|
MOROCCO
|
|
|
|
January 1
|
July 30
|
August 20
|
November 18
|
January 11
|
July 31
|
August 21
|
|
May 1
|
August 1
|
October 29
|
|
May 24
|
August 14
|
November 6
|
|
|
|
|
|
NAMIBIA
|
|
|
|
January 1
|
April 13
|
May 21
|
December 10
|
March 21
|
May 1
|
May 25
|
December 16
|
April 10
|
May 4
|
August 26
|
December 25
|
NETHERLANDS
|
|
|
|
January 1
|
April 27
|
May 31
|
December 26
|
April 12
|
May 5
|
June 1
|
|
April 13
|
May 21
|
December 25
|
|
|
|
|
|
NEW ZEALAND
|
|
|
|
January 1
|
April 10
|
June 1
|
December 26
|
January 2
|
April 13
|
October 26
|
|
February 6
|
April 27
|
December 25
|
|
NIGERIA
|
|
|
|
January 1
|
May 1
|
June 12
|
December 25
|
April 10
|
May 24
|
July 31
|
December 28
|
April 13
|
May 25
|
October 1
|
|
|
|
|
|
NORWAY
|
|
|
|
January 1
|
April 13
|
May 21
|
December 26
|
April 9
|
May 1
|
June 1
|
|
April 10
|
May 17
|
December 25
|
|
PERU
|
|
|
|
January 1
|
June 29
|
August 30
|
December 25
|
April 9
|
July 27
|
October 8
|
|
April 10
|
July 28
|
November 1
|
|
May 1
|
July 29
|
December 8
|
|
|
|
|
|
PHILIPPINES
|
|
|
|
January 1
|
May 1
|
August 31
|
December 25
|
January 25
|
May 24
|
November 1
|
December 30
|
April 9
|
June 12
|
November 30
|
December 31
|
April 10
|
July 31
|
December 8
|
|
April 11
|
August 21
|
December 24
|
|
POLAND
|
|
|
|
January 1
|
May 1
|
August 15
|
December 26
|
January 6
|
May 3
|
November 1
|
|
April 12
|
May 31
|
November 11
|
|
April 13
|
June 11
|
December 25
|
|
PORTUGAL
|
|
|
|
January 1
|
May 1
|
October 5
|
December 25
|
April 10
|
June 10
|
November 1
|
|
April 12
|
June 11
|
December 1
|
|
April 25
|
August 15
|
December 8
|
|
|
|
|
|
QATAR*
|
|
|
|
February 11
|
May 26
|
July 31
|
August 4
|
March 11
|
May 27
|
August 1
|
December 18
|
May 24
|
May 28
|
August 2
|
|
May 25
|
July 30
|
August 3
|
|
|
REPUBLIC OF KOREA
|
|
|
|
January 1
|
January 27
|
May 1
|
October 1
|
January 24
|
March 1
|
May 5
|
October 3
|
January 25
|
April 15
|
June 6
|
October 9
|
January 26
|
April 30
|
August 15
|
December 25
|
|
|
September 30
|
|
|
|
|
|
RUSSIA
|
|
|
|
January 1
|
January 7
|
May 1
|
May 12
|
January 2
|
February 23
|
May 4
|
November 4
|
January 3
|
February 24
|
May 9
|
|
January 6
|
March 9
|
May 11
|
|
SINGAPORE
|
|
|
|
January 1
|
May 1
|
August 9
|
October 28
|
February 5
|
May 19
|
August 11
|
December 25
|
February 6
|
May 20
|
August 12
|
|
April 19
|
June 5
|
October 27
|
|
SOUTH AFRICA
|
|
|
|
January 1
|
April 27
|
August 10
|
December 28
|
March 21
|
May 1
|
September 24
|
|
April 10
|
June 16
|
December 16
|
|
April 13
|
August 9
|
December 25
|
|
SPAIN
|
|
|
|
January 1
|
May 1
|
November 1
|
December 25
|
January 6
|
August 15
|
December 6
|
|
April 19
|
October 12
|
December 8
|
|
SWAZILAND
|
|
|
December 26
|
January 1
|
April 20
|
August 31
|
|
April 10
|
May 1
|
September 6
|
|
April 13
|
May 21
|
September 7
|
|
April 19
|
July 22
|
December 25
|
|
SWEDEN
|
|
|
|
January 1
|
April 13
|
June 6
|
December 24
|
January 6
|
May 1
|
June 19
|
December 25
|
April 10
|
May 21
|
June 20
|
December 26
|
April 12
|
May 31
|
November 1
|
December 31
|
|
|
|
|
SWITZERLAND
|
|
|
|
January 1
|
May 21
|
August 1
|
December 26
|
April 10
|
May 31
|
September 20
|
|
April 13
|
June 1
|
December 25
|
|
|
|
|
|
TAIWAN
|
|
|
|
January 1
|
January 28
|
April 5
|
October 1
|
January 24
|
January 29
|
April 6
|
October 9
|
January 25
|
February 28
|
May 1
|
October 10
|
January 26
|
April 3
|
June 25
|
December 31
|
January 27
|
April 4
|
June 26
|
|
THAILAND
|
|
|
|
January 1
|
April 13
|
May 21
|
October 23
|
January 2
|
April 14
|
July 5
|
December 7
|
January 25
|
April 15
|
July 28
|
December 10
|
March 9
|
May 1
|
August 12
|
December 31
|
April 6
|
May 7
|
October 13
|
|
|
|
|
|
TURKEY
|
|
|
|
January 1
|
May 24
|
July 15
|
August 3
|
April 23
|
May 25
|
July 31
|
August 30
|
May 1
|
May 26
|
August 1
|
October 29
|
May 19
|
May 27
|
August 2
|
|
UNITED ARAB EMIRATES*
|
|
|
|
January 1
|
May 26
|
August 2
|
December 2
|
March 22
|
July 30
|
August 20
|
December 3
|
May 24
|
July 31
|
October 29
|
|
May 25
|
August 1
|
November 30
|
|
|
UNITED KINGDOM
|
|
|
|
January 1
|
May 4
|
August 31
|
December 26
|
April 10
|
May 25
|
December 25
|
December 28
|
|
|
|
|
UNITED STATES
|
|
|
|
January 1
|
April 10
|
September 7
|
|
January 20
|
May 25
|
November 26
|
|
February 17
|
July 3
|
December 25
|
|
VIETNAM
|
|
|
|
January 1
|
January 26
|
January 29
|
May 1
|
January 24
|
January 27
|
April 2
|
September 2
|
January 25
|
January 28
|
April 30
|
|
|
|
|
|
ZAMBIA
|
|
|
|
January 1
|
April 11
|
July 6
|
October 24
|
March 9
|
April 13
|
July 7
|
December 25
|
March 12
|
May 1
|
August 3
|
|
April 10
|
May 25
|
October 19
|
|
|
* These markets are closed every Friday.
The longest redemption cycle for the Fund
is a function of the longest redemption cycle among the countries whose securities comprise the Fund. In the calendar years 2020
and [2021], the dates of regular holidays affecting the following securities markets present the worst-case (longest) redemption
cycle* for the Fund:
2020
SETTLEMENT PERIODS GREATER THAN
SEVEN DAYS FOR YEAR 2020
|
|
Beginning of
Settlement
Period
|
|
End of
Settlement
Period
|
|
Number of
Days in
Settlement
Period
|
Botswana
|
|
7/17/2020
|
|
7/27/2020
|
|
9
|
|
|
|
|
|
|
|
China
|
|
1/22/2020
|
|
2/3/2020
|
|
12
|
|
|
1/23/2020
|
|
2/3/2020
|
|
12
|
|
|
1/24/2020
|
|
2/5/2020
|
|
12
|
|
|
1/27/2020
|
|
2/5/2020
|
|
9
|
|
|
1/28/2020
|
|
2/5/2020
|
|
8
|
|
|
9/28/20
|
|
10/8/20
|
|
10
|
|
|
9/29/20
|
|
10/9/20
|
|
10
|
|
|
9/30/20
|
|
10/12/20
|
|
12
|
|
|
|
|
|
|
|
Egypt
|
|
5/19/2020
|
|
6/2/2020
|
|
13
|
|
|
5/20/2020
|
|
6/2/2020
|
|
12
|
|
|
5/21/2020
|
|
6/2/2020
|
|
11
|
|
|
|
|
|
|
|
Hong Kong
|
|
1/22/2020
|
|
2/3/2020
|
|
12
|
|
|
1/23/2020
|
|
2/4/2020
|
|
12
|
|
|
1/24/2020
|
|
2/5/2020
|
|
12
|
|
|
1/27/2020
|
|
2/5/2020
|
|
9
|
|
|
1/28/2020
|
|
2/5/2020
|
|
8
|
|
|
|
|
|
|
|
Japan
|
|
1/10/2020
|
|
1/20/2020
|
|
9
|
|
|
4/28/2020
|
|
5/7/2020
|
|
8
|
|
|
4/29/2020
|
|
5/8/2020
|
|
8
|
|
|
4/30/2020
|
|
5/11/2020
|
|
10
|
|
|
5/1/2020
|
|
5/12/2020
|
|
11
|
|
|
|
|
|
|
|
Kenya
|
|
4/3/2020
|
|
4/14/2020
|
|
9
|
|
|
4/6/2020
|
|
4/15/2020
|
|
8
|
|
|
4/7/2020
|
|
4/16/2020
|
|
8
|
|
|
4/8/2020
|
|
4/17/2020
|
|
8
|
|
|
4/9/2020
|
|
4/20/2020
|
|
10
|
|
|
|
|
|
|
|
Mexico
|
|
1/31/2020
|
|
2/11/2020
|
|
10
|
|
|
|
|
|
|
|
Peru
|
|
7/24/2020
|
|
8/3/2020
|
|
9
|
|
Russia
|
|
1/2/2020
|
|
1/14/2020
|
|
12
|
|
|
1/3/2020
|
|
1/14/2020
|
|
11
|
|
|
1/6/2020
|
|
1/14/2020
|
|
8
|
|
|
|
|
|
|
|
Spain
|
|
1/2/2020
|
|
1/14/2020
|
|
13
|
|
|
1/3/2020
|
|
1/15/2020
|
|
12
|
|
|
1/3/2020
|
|
1/16/2020
|
|
12
|
|
|
4/22/2020
|
|
5/4/2020
|
|
11
|
|
|
4/23/2020
|
|
5/5/2020
|
|
11
|
|
|
4/24/2020
|
|
5/6/2020
|
|
11
|
|
|
4/27/2020
|
|
5/7/2020
|
|
9
|
|
|
4/28/2020
|
|
5/8/2020
|
|
9
|
|
|
4/29/2020
|
|
5/11/2020
|
|
11
|
|
|
4/30/2020
|
|
5/12/2020
|
|
11
|
|
|
10/1/2020
|
|
10/13/2020
|
|
11
|
|
|
10/2/2020
|
|
10/14/2020
|
|
11
|
|
|
10/5/2020
|
|
10/15/2020
|
|
9
|
|
|
10/6/2020
|
|
10/16/2020
|
|
9
|
|
|
10/7/2020
|
|
10/19/2020
|
|
11
|
|
|
10/8/2020
|
|
10/20/2020
|
|
11
|
|
|
10/9/2020
|
|
10/21/2020
|
|
11
|
|
|
11/27/2020
|
|
12/9/2020
|
|
11
|
|
|
11/30/2020
|
|
12/10/2020
|
|
9
|
|
|
12/1/2020
|
|
12/11/2020
|
|
9
|
|
|
12/2/2020
|
|
12/14/2020
|
|
9
|
|
|
12/3/2020
|
|
12/15/2020
|
|
9
|
|
|
12/4/2020
|
|
12/16/2020
|
|
9
|
|
|
12/7/2020
|
|
12/17/2020
|
|
9
|
|
|
12/16/2020
|
|
12/28/2020
|
|
11
|
|
|
12/17/2020
|
|
12/29/2020
|
|
11
|
|
|
12/18/2020
|
|
12/30/2020
|
|
11
|
|
|
12/21/2020
|
|
12/31/2020
|
|
10
|
|
|
12/22/2020
|
|
1/4/2021
|
|
12
|
|
|
12/23/2020
|
|
1/5/2021
|
|
12
|
|
|
12/24/2020
|
|
1/6/2021
|
|
12
|
|
|
|
|
|
|
|
Taiwan
|
|
1/23/2020
|
|
2/3/2020
|
|
10
|
|
Vietnam
|
|
1/31/2020
|
|
1/31/2020
|
|
8
|
|
|
2/3/2020
|
|
2/3/2020
|
|
10
|
*
|
These worst-case redemption cycles are based on information regarding regular holidays, which may be out of date. Based on changes in holidays, longer (worse) redemption cycles are possible.
|
The right of redemption may also be suspended
or the date of payment postponed (1) for any period during which the relevant Exchange is closed (other than customary weekend
and holiday closings); (2) for any period during which trading on the relevant Exchange is suspended or restricted; (3) for any
period during which an emergency exists as a result of which disposal of the Shares of the Fund or determination of its NAV is
not reasonably practicable; or (4) in such other circumstance as is permitted by the SEC.
TAXES
The following discussion of certain U.S.
federal income tax consequences of investing in the Fund is based on the Code, U.S. Treasury regulations, and other applicable
authority, all as in effect as of the date of the filing of this SAI. These authorities are subject to change by legislative or
administrative action, possibly with retroactive effect. The following discussion is only a summary of some of the important U.S.
federal income tax considerations generally applicable to investments in the Fund. There may be other tax considerations applicable
to particular shareholders. Shareholders should consult their own tax advisers regarding their particular situation and the possible
application of foreign, state, and local tax laws.
Qualification as a RIC
The Fund has elected or intends to elect
to be treated, and intends to qualify each year, as a regulated investment company (a “RIC”) under Subchapter M of
the Internal Revenue Code. In order to qualify for the special tax treatment accorded RICs and their shareholders, the Fund must,
among other things:
(a) derive at least 90% of its gross income
each year from (i) dividends, interest, payments with respect to securities loans, gains from the sale or other disposition of
stock or securities or foreign currencies, or other income (including but not limited to gains from options, futures or forward
contracts) derived with respect to its business of investing in such stock, securities or currencies, and (ii) net income derived
from interests in “qualified publicly traded partnerships” (as defined below);
(b) diversify its holdings so that, at
the end of each quarter of its taxable year, (i) at least 50% of the market value of the Fund’s total assets consists of
cash and cash items, U.S. government securities, securities of other RICs and other securities, with investments in such other
securities limited with respect to any one issuer to an amount not greater than 5% of the value of the Fund’s total assets
and not greater than 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of the Fund’s
total assets is invested in (1) the securities (other than those of the U.S. government or other RICs) of any one issuer or two
or more issuers that are controlled by the Fund and that are engaged in the same, similar or related trades or businesses or (2)
the securities of one or more qualified publicly traded partnerships; and
(c) distribute with respect to each taxable
year at least the sum of 90% of its investment company taxable income (as that term is defined in the Code without regard to the
deduction for dividends paid – generally taxable ordinary income and the excess, if any, of net short-term capital gains
over net long-term capital losses) and 90% of its net tax-exempt interest income.
In general, for purposes of the 90% of
gross income requirement described in (a) above, income derived from a partnership will be treated as qualifying income only to
the extent such income is attributable to items of income of the partnership that would be qualifying income if realized directly
by the Fund. However, 100% of the net income derived from an interest in a “qualified publicly traded partnership”
(generally, a partnership (i) interests in which are traded on an established securities market or are readily tradable on a secondary
market or the substantial equivalent thereof, (ii) that derives at least 90% of its income from the passive income sources specified
in Code section 7704(d), and (iii) that derives less than 90% of its income from the qualifying income described in (a)(i) of the
prior paragraph) will be treated as qualifying income. In addition, although in general the passive loss rules of the Code do not
apply to RICs, such rules do apply to a RIC with respect to items attributable to an interest in a qualified publicly traded partnership.
The U.S. Treasury Department has authority
to issue regulations that would exclude foreign currency gains from the 90% test described in (a) above if such gains are not directly
related to a fund’s business of investing in stock or securities. Accordingly, regulations may be issued in the future that
could treat some or all of the Fund’s non-U.S. currency gains as non-qualifying income, thereby potentially jeopardizing
the Fund’s status as a RIC for all years to which the regulations are applicable.
Taxation of a Fund
If the Fund qualifies as the RIC, the Fund
will not be subject to federal income tax on income and gains that are distributed in a timely manner to its shareholders in the
form of dividends.
If the Fund fails to satisfy the qualifying
income test in any taxable year or the diversification requirements for any quarter, the Fund may be eligible for relief provisions
if the failures are due to reasonable cause and not willful neglect and if a penalty tax is paid with respect to each failure to
satisfy the applicable requirements. If these relief provisions are not available to the Fund for any year in which it fails to
qualify as a RIC, all of its taxable income will be subject to tax at regular corporate rates without any deduction for distributions
to shareholders, and its distributions (including capital gains distributions) generally will be taxable as ordinary income dividends
to its shareholders, subject to the dividends received deduction for corporate shareholders and lower tax rates on qualified dividend
income for individual shareholders. In addition, the Fund could be required to recognize unrealized gains, pay substantial taxes
and interest and make substantial distributions before requalifying as a RIC that is accorded special tax treatment.
The Fund intends to distribute at least
annually to its shareholders substantially all of its taxable income and its net capital gains. Taxable income that is retained
by the Fund will be subject to tax at regular corporate rates. If the Fund retains any net capital gain, that gain will be subject
to tax at corporate rates, but the Fund may designate the retained amount as undistributed capital gains in a notice to its shareholders
who (i) will be required to include in income for federal income tax purposes, as long-term capital gain, their shares of such
undistributed amount, and (ii) will be entitled to credit their proportionate shares of the tax paid by the Fund on such undistributed
amount against their federal income tax liabilities, if any, and to claim refunds on a properly filed U.S. tax return to the extent
the credit exceeds such liabilities. For federal income tax purposes, the tax basis of shares owned by a shareholder of the Fund
will be increased by an amount equal to the difference between the amount of undistributed capital gains included in the shareholder’s
gross income and the tax deemed paid by the shareholder under clause (ii) of the preceding sentence.
Deferral of Late Year Losses
The Fund may elect to treat part or all
of any “qualified late year loss” as if it had been incurred in the succeeding taxable year in determining the Fund’s
taxable income, net capital gain, net short-term capital gain, and earnings and profits. The effect of this election is to treat
any such “qualified late year loss” as if it had been incurred in the succeeding taxable year in characterizing the
Fund’s distributions for any calendar year. A “qualified late year loss” generally includes net capital loss,
net long-term capital loss, or net short-term capital loss incurred after October 31 of the current taxable year (commonly referred
to as “post-October losses”) and certain other late-year losses.
Capital Loss Carryovers
If the Fund has a “net capital loss” (that is, capital
losses in excess of capital gains), the excess (if any) of the Fund’s net short-term capital losses over its net long-term
capital gains is treated as a short-term capital loss arising on the first day of the Fund’s next taxable year, and the excess
(if any) of the Fund’s net long-term capital losses over its net short-term capital gains is treated as a long-term capital
loss arising on the first day of a Fund’s next taxable year. Such capital loss carryover can be used to offset capital gains
of the Fund in succeeding taxable years. The carryover of capital losses may be limited under the general loss limitation rules
if the Fund experiences an ownership change as defined in the Code.
Excise Tax
If the Fund fails to distribute in a calendar
year an amount at least equal to the sum of 98% of its ordinary income for such year and 98.2% of its capital gain net income for
the one-year period ending October 31 of such year, plus any retained amount from the prior year, the Fund will be subject to a
nondeductible 4% excise tax on the undistributed amount. For these purposes, the Fund will be treated as having distributed any
amount on which it has been subject to corporate income tax for the taxable year ending within the calendar year. A dividend paid
to shareholders in January of a year generally is deemed to have been paid by the Fund on December 31 of the preceding year if
the dividend was declared and payable to shareholders of record on a date in October, November, or December of that preceding year.
The Fund intends to declare and pay dividends and distributions in the amounts and at the times necessary to avoid the application
of the 4% excise tax, although there can be no assurance that it will be able to do so.
Fund Distributions
Distributions are taxable whether shareholders
receive them in cash or reinvest them in additional shares. Moreover, distributions are generally subject to federal income tax
as described herein to the extent they do not exceed the Fund’s realized income and gains, even though such dividends and
distributions may economically represent a return of a particular shareholder’s investment. Such distributions are likely
to occur in respect of shares purchased at a time when the Fund’s NAV reflects gains that are either unrealized, or realized
but not distributed. Such realized gains may be required to be distributed even when the Fund’s NAV also reflects unrealized
losses.
Distributions by the Fund of investment
income are generally taxable as ordinary income. Taxes on distributions of capital gains are determined by how long the Fund owned
the investments that generated those gains, rather than how long a shareholder has owned his or her Fund shares. Distributions
of net capital gains from the sale of investments that the Fund owned for more than one year and that are properly designated by
the Fund as capital gain dividends (“Capital Gain Dividends”) will be taxable as long-term capital gains. Distributions
from capital gains are generally made after applying any available capital loss carryovers. Preferential long-term capital gain
rates apply to individuals at a maximum rate of 20% for individuals with taxable income exceeding certain thresholds. Such preferential
rates also apply to qualified dividend income if certain holding period requirements are met. Distributions of gains from the sale
of investments that the Fund owned for one year or less will be taxable as ordinary income. Qualified dividend income is, in general,
dividend income from taxable domestic corporations and certain foreign corporations (i.e., foreign corporations incorporated
in a possession of the United States or in certain countries with a comprehensive tax treaty with the United States, which includes
China (but not Hong Kong which is treated as a separate jurisdiction), or the stock of which is readily tradable on an established
securities market in the United States). In order for some portion of the dividends received by the Fund’s shareholders to
be qualified dividend income, the Fund must meet holding period and other requirements with respect to the dividend paying stocks
in its portfolio, and the shareholder must meet holding period and other requirements with respect to the Fund’s shares.
Given the Fund’s investment objective,
it is not expected that Fund distributions will be eligible for qualified dividend income treatment or the corporate dividends
received deduction on Fund distributions attributable to dividends received.
For U.S. individuals with income exceeding
$200,000 ($250,000 if married and filing jointly), a 3.8% Medicare contribution tax will apply on all or a portion of their “net
investment income,” including interest, dividends, and capital gains, which generally includes taxable distributions received
from the Fund. This 3.8% tax also applies to all or a portion of the undistributed net investment income of certain shareholders
that are estates and trusts.
If the Fund makes distributions to a shareholder
in excess of the Fund’s current and accumulated earnings and profits in any taxable year, the excess distribution will be
treated as a return of capital to the extent of the shareholder’s tax basis in its shares, and thereafter as capital gain.
A return of capital is not taxable, but reduces a shareholder’s tax basis in its shares, thus reducing any loss or increasing
any gain on a subsequent taxable disposition by the shareholder of its shares.
Investors considering buying shares just
prior to a dividend or capital gain distribution should be aware that, although the price of shares purchased at that time may
reflect the amount of the forthcoming distribution, such dividend or distribution may nevertheless be taxable to them. If the Fund
is the holder of record of any security on the record date for any dividends payable with respect to such security, such dividends
will be included in the Fund’s gross income not as of the date received but as of the later of (a) the date such security
became ex-dividend with respect to such dividends (i.e., the date on which a buyer of the security would not be entitled
to receive the declared, but unpaid, dividends); or (b) the date the Fund acquired such security. Accordingly, in order to satisfy
its income distribution requirements, the Fund may be required to pay dividends based on anticipated earnings, and shareholders
may receive dividends in an earlier year than would otherwise be the case.
Sale or Exchange of Shares
A sale or exchange of shares in the Fund
may give rise to a gain or loss. In general, any gain or loss realized upon a taxable disposition of shares will be treated as
long-term capital gain or loss if the shares have been held for more than 12 months. Otherwise, the gain or loss on the taxable
disposition of shares will be treated as short-term capital gain or loss. However, any loss realized upon a taxable disposition
of shares held for six months or less will be treated as long-term, rather than short-term, to the extent of any long-term capital
gain distributions received (or deemed received) by the shareholder with respect to the shares. All or a portion of any loss realized
upon a taxable disposition of shares will be disallowed if shares of the Fund are purchased within 30 days before or after the
disposition. In such a case, the basis of the newly purchased shares will be adjusted to reflect the disallowed loss.
As noted above, for U.S. individuals with
income exceeding $200,000 ($250,000 if married and filing jointly), a 3.8% Medicare contribution tax will apply on “net investment
income,” including interest, dividends, and capital gains, which generally includes taxable distributions received from a
Fund and taxable gains on the disposition of shares of the Fund.
Backup Withholding
The Fund (or a financial intermediary,
such as a broker, through which a shareholder holds Fund shares) generally is required to withhold and to remit to the U.S. Treasury
a percentage of the taxable distributions and sale or redemption proceeds paid to any shareholder who fails to properly furnish
a correct taxpayer identification number, who has under-reported dividend or interest income, or who fails to certify that he,
she or it is not subject to such withholding. The backup withholding tax rate is currently 24%.
Federal Tax Treatment of Certain
Fund Investments
Transactions of the Fund in options, futures
contracts, hedging transactions, forward contracts, swap contracts, straddles and foreign currencies may be subject to various
special and complex tax rules, including mark-to-market, constructive sale, straddle, wash sale and short sale rules. These rules
could affect whether gains and losses recognized by the Fund are treated as ordinary income or capital gain, accelerate the recognition
of income to the Fund and/or defer the Fund’s ability to recognize losses. These rules may in turn affect the amount, timing
or character of the income distributed to shareholders by the Fund.
The Fund is required, for federal income
tax purposes, to mark to market and recognize as income for each taxable year its net unrealized gains and losses as of the end
of such year on certain regulated futures contracts, foreign currency contracts and options that qualify as Section 1256 contracts
in addition to the gains and losses actually realized with respect to such contracts during the year. Except as described below
under “Certain Foreign Currency Tax Issues,” gain or loss from Section 1256 contracts that are required to be marked
to market annually will generally be 60% long-term and 40% short-term capital gain or loss. Application of this rule may alter
the timing and character of distributions to shareholders.
Some debt obligations that are acquired
by the Fund may be treated as having original issue discount (“OID”). Generally, the Fund will be required to include
OID in taxable income over the term of the debt security, even though payment of the OID is not received until a later time, usually
when the debt security matures. If the Fund holds such debt instruments, it may be required to pay out as distributions each year
an amount that is greater than the total amount of cash interest the Fund actually received. Such distributions may be made from
the cash assets of the Fund or by liquidation of portfolio securities, if necessary. The Fund may realize gains or losses from
such liquidations. In the event the Fund realizes net gains from such transactions, its shareholders may receive larger distributions
than they would have in the absence of such transactions.
Any market discount recognized on a bond
is taxable as ordinary income. A market discount bond is a bond acquired in the secondary market at a price below redemption value
or adjusted issue price if issued with original issue discount. Absent an election by the Fund to include the market discount in
income as it accrues, gains on the Fund’s disposition of such an obligation will be treated as ordinary income rather than
capital gain to the extent of the accrued market discount.
Certain Foreign Currency Tax Issues
The Fund’s gain or loss on foreign
currency denominated debt securities and on certain other financial instruments, such as forward currency contracts and currency
swaps, that is attributable to fluctuations in exchange rates occurring between the date of acquisition and the date of settlement
or disposition of such securities or instruments generally will be treated under Section 988 of the Code as ordinary income or
loss. The Fund may elect out of the application of Section 988 of the Code with respect to the tax treatment of each of its foreign
currency forward contracts to the extent that (i) such contract is a capital asset in the hands of the Fund and is not part of
a straddle transaction and (ii) the Fund makes an election by the close of the day the contract is entered into to treat the gain
or loss attributable to such contract as capital gain or loss.
The Fund’s forward contracts may
qualify as Section 1256 contracts if the underlying currencies are currencies for which there are futures contracts that are traded
on and subject to the rules of a qualified board or exchange. However, a forward currency contract that is a Section 1256 contract
would, absent an election out of Section 988 of the Code as described in the preceding paragraph, be subject to Section 988. Accordingly,
although such a forward currency contract would be marked to market annually like other Section 1256 contracts, the resulting gain
or loss would be ordinary. If the Fund were to elect out of Section 988 with respect to forward currency contracts that qualify
as Section 1256 contracts, the tax treatment generally applicable to Section 1256 contracts would apply to those forward currency
contracts: that is, the contracts would be marked to market annually and gains and losses with respect to the contracts would be
treated as long-term capital gains or losses to the extent of 60% thereof and short-term capital gains or losses to the extent
of 40% thereof. If the Fund were to elect out of Section 988 with respect to any of its forward currency contracts that do not
qualify as Section 1256 contracts, such contracts will not be marked to market annually and the Fund will recognize short-term
or long-term capital gain or loss depending on the Fund’s holding period therein. The Fund may elect out of Section 988 with
respect to some, all or none of its forward currency contracts.
Finally, regulated futures contracts and
non-equity options that qualify as Section 1256 contracts and are entered into by the Fund with respect to foreign currencies or
foreign currency denominated debt instruments will be subject to the tax treatment generally applicable to Section 1256 contracts
unless the Fund elects to have Section 988 apply to determine the character of gains and losses from all such regulated futures
contracts and non-equity options held or later acquired by the Fund.
Foreign Investments
Income received by the Fund from sources
within foreign countries (including, for example, interest on securities of non-U.S. issuers) may be subject to withholding and
other taxes imposed by such countries. Tax treaties between such countries and the U.S. may reduce or eliminate such taxes. If
as of the end of the Fund’s taxable year more than 50% of the Fund’s assets consist of foreign securities, the Fund
is expected to make an election to permit shareholders to claim a credit or deduction on their income tax returns for their pro
rata portions of qualified taxes paid by the Fund during that taxable year to foreign countries in respect of foreign securities
that the Fund has held for at least the minimum period specified in the Code. In such a case, shareholders will include in gross
income from foreign sources their pro rata shares of such taxes. A shareholder’s ability to claim a foreign tax credit or
deduction in respect of foreign taxes paid by the Fund may be subject to certain limitations imposed by the Code, which may result
in the shareholder not getting a full credit or deduction for the amount of such taxes. Because a foreign tax credit is only available
for foreign taxes paid by the Fund, no such credit may be available for a reduction in the Fund's net asset value to reflect a
reserve (if any) for Chinese withholding taxes. Shareholders who do not itemize on their federal income tax returns may claim a
credit, but not a deduction, for such foreign taxes.
Passive Foreign Investment Companies
If the Fund purchases shares in a PFIC,
it may be subject to U.S. federal income tax on a portion of any “excess distribution” or gain from the disposition
of such shares even if such income is distributed as a taxable dividend by the Fund to its shareholders. Additional charges in
the nature of interest may be imposed on the Fund in respect of deferred taxes arising from such distributions or gains. If the
Fund were to invest in a PFIC and elect to treat the PFIC as a “qualified electing fund” under the Code, in lieu of
the foregoing requirements, the Fund would be required to include in income each year a portion of the ordinary earnings and net
capital gains of the qualified electing fund, even if not distributed to the Fund, and such amounts would be subject to the 90%
and excise tax distribution requirements described above. In order to make this election, the Fund would be required to obtain
certain annual information from the PFICs in which it invests, which may be difficult or impossible to obtain. Alternatively, the
Fund may make a mark-to-market election that would result in the Fund being treated as if it had sold and repurchased its PFIC
stock at the end of each year. In such case, the Fund would report any such gains as ordinary income and would deduct any such
losses as ordinary losses to the extent of previously recognized gains. The election must be made separately for each PFIC owned
by the Fund and, once made, would be effective for all subsequent taxable years, unless revoked with the consent of the IRS. By
making the election, the Fund could potentially ameliorate the adverse tax consequences with respect to its ownership of shares
in a PFIC, but in any particular year may be required to recognize income in excess of the distributions it receives from the PFIC
and its proceeds from dispositions of PFIC stock. The Fund may have to distribute this “phantom” income and gain to
satisfy the 90% distribution requirement and to avoid imposition of the 4% excise tax. The Fund will make the appropriate tax elections,
if possible, and take any additional steps that are necessary to mitigate the effects of these rules.
Tax-Exempt Shareholders
Under current law, income of a RIC that
would be treated as unrelated business taxable income (“UBTI”) if earned directly by a tax-exempt entity generally
will not be attributed as UBTI to a tax-exempt entity that is a shareholder in the RIC. Notwithstanding this “blocking”
effect, a tax-exempt shareholder could realize UBTI by virtue of its investment in the Fund if shares in the Fund constitute debt-financed
property in the hands of the tax-exempt shareholder within the meaning of Code Section 514(b).
Non-U.S. Shareholders
In general, dividends other than Capital
Gain Dividends paid by the Fund to a shareholder that is not a “U.S. person” within the meaning of the Code (a “foreign
person”) are subject to withholding of U.S. federal income tax at a rate of 30% (or lower applicable treaty rate) even if
they are funded by income or gains (such as foreign-source dividend and interest income) that, if paid to a foreign person directly,
would not be subject to withholding. If the Fund were to recognize short-term capital gains or U.S.-source portfolio interest,
properly reported short-term capital gain dividends and interest-related dividends paid by the Fund would not be subject to such
withholding tax.
A beneficial holder of shares who is a
non-U.S. person is not, in general, subject to U.S. federal income tax on gains (and is not allowed a U.S. income tax deduction
for losses) realized on a sale of shares of the Fund or on Capital Gain Dividends or short-term capital gain dividends unless (i)
such gain or dividend is effectively connected with the conduct of a trade or business carried on by such holder within the United
States or (ii) in the case of an individual holder, the holder is present in the United States for a period or periods aggregating
183 days or more during the year of the sale or the receipt of the Capital Gain Dividend or short-term capital gains dividends
and certain other conditions are met.
In order for a non-U.S. investor to qualify
for an exemption from backup withholding, the foreign investor must comply with special certification and filing requirements.
Foreign investors in the Fund should consult their tax advisers in this regard. Backup withholding is not an additional tax. Any
amounts withheld may be credited against the shareholder’s U.S. federal income tax liability, provided the appropriate information
is furnished to the Internal Revenue Service.
A beneficial holder of shares who is a
non-U.S. person may be subject to the U.S. federal estate tax in addition to the federal income tax consequences referred to above.
If a shareholder is eligible for the benefits of a tax treaty, any income or gain effectively connected with a U.S. trade or business
will generally be subject to U.S. federal income tax on a net basis only if it is also attributable to a permanent establishment
maintained by the shareholder in the United States.
Under the Foreign Account Tax Compliance
Act (“FATCA”), a 30% withholding tax will be imposed on dividends paid by the Fund, to (i) foreign financial institutions
including non-U.S. investment funds unless they agree to collect and disclose to the Internal Revenue Service information regarding
their direct and indirect U.S. account holders and (ii) certain other foreign entities, unless they certify certain information
regarding their direct and indirect U.S. owners. A non-U.S. shareholder resident or doing business in a country that has entered
into an intergovernmental agreement with the U.S. to implement a similar reporting regime will be exempt from this withholding
tax if the shareholder and the applicable foreign government comply with the terms of such agreement. A Shareholder subject to
such withholding tax will not receive additional amounts from the Fund to compensate for such withholding. Recently issued proposed
regulations (which are effective while pending) eliminate the application of the FATCA withholding tax to capital gain dividends
and redemption proceeds that was scheduled to take effect in 2019.
Creation and Redemption of Creation
Units
An Authorized Participant who exchanges
securities for Creation Units generally will recognize a gain or a loss. The gain or loss will be equal to the difference between
the market value of the Creation Units at the time and the sum of the exchanger’s aggregate basis in the securities surrendered
plus the amount of cash paid for such Creation Units. A person who redeems Creation Units will generally recognize a gain or loss
equal to the difference between the exchanger’s basis in the Creation Units and the sum of the aggregate market value of
any securities received plus the amount of any cash received for such Creation Units. The Internal Revenue Service, however, may
assert that a loss realized upon an exchange of securities for Creation Units cannot be deducted currently under the rules governing
“wash sales,” or on the basis that there has been no significant change in economic position. Any capital gain or loss
realized upon the creation of Creation Units will generally be treated as long-term capital gain or loss if the securities exchanged
for such Creation Units have been held for more than one year.
Any capital gain or loss realized upon
the redemption of Creation Units will generally be treated as long-term capital gain or loss if the shares comprising the Creation
Units have been held for more than one year. Otherwise, such capital gains or losses will be treated as short-term capital gains
or losses.
Persons purchasing or redeeming Creation
Units should consult their own tax advisers with respect to the tax treatment of any creation or redemption transaction.
Section 351
The Trust on behalf of the Fund has the
right to reject an order for Creation Units if the purchaser (or group of purchasers) would, upon obtaining the shares so ordered,
own 80% or more of the outstanding shares of the Fund and if, pursuant to Section 351 of the Code, the Fund would have a basis
in the deposit securities different from the market value of such securities on the date of deposit. The Trust also has the right
to require information necessary to determine beneficial share ownership for purposes of the 80% determination.
Tax Shelter Reporting Regulations
Under U.S. Treasury regulations, if an
individual shareholder recognizes a loss of $2 million or more in any single tax year or, for a corporate shareholder, $10 million
or more in any single tax year, the shareholder must file with the Internal Revenue Service a disclosure statement on Form 8886.
Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance,
shareholders of a RIC are not excepted. Future guidance may extend the current exception from this reporting requirement to shareholders
of most or all RICs. The fact that a loss is reportable under these regulations does not affect the legal determination of whether
the taxpayer’s treatment of the loss is proper. Shareholders should consult their tax advisers to determine the applicability
of these regulations in light of their individual circumstances.
Chinese Tax Considerations
There is uncertainty as to the application
of China’s value added tax to the Fund’s activities. The imposition of such taxes, as well as future changes in applicable
PRC tax law, may adversely affect the Fund. In light of this uncertainty, the Fund reserves the right to establish a reserve for
such tax, although none currently does so. If the Fund establishes such a reserve but is not ultimately subject to these taxes,
shareholders who redeemed or sold their shares while the reserve was in place will effectively bear the tax and may not benefit
from the later release, if any, of the reserve. Conversely, if the Fund does not establish such a reserve but ultimately is subject
to the tax, shareholders who redeemed or sold their shares prior to the tax being withheld, reserved or paid will have effectively
avoided the tax. Investors should note that such provision, if any, may be excessive or inadequate to meet actual Chinese tax liabilities
(which could include interest and penalties) on the Fund’s investments. As a result, investors may be advantaged or disadvantaged
depending on the final rules of the relevant PRC tax authorities.
Per a circular (Caishui [2014] 79), the
Fund is temporarily exempt from the Chinese tax on capital gains (“CGT”) on trading in A-Shares as a QFII or RQFII
on the Shanghai Stock Exchange through the Shanghai-Hong Kong Stock Connect as of November 17, 2014, and the Shenzhen Stock Exchange
through the Shenzhen-Hong Kong Stock Connect as of December 5, 2016. There is no indication as to how long the temporary exemption
will remain in effect. Accordingly, the Fund may be subject to such taxes in the future. If Krane expects such CGT on trading in
domestic Chinese equity securities to be re-imposed, the Fund reserves the right to establish a reserve for such tax. If the Fund
establishes such a reserve but is not ultimately subject to the tax, shareholders who redeemed or sold their shares while the reserve
was in place will effectively bear the tax and may not benefit from the later release, if any, of the reserve. Conversely, if the
Fund does not establish such a reserve but ultimately is subject to the tax, shareholders who redeemed or sold their shares prior
to the tax being withheld, reserved or paid will have effectively avoided the tax, even if they benefited from the trading that
precipitated the Fund’s payment of it. On November 7, 2018, the Chinese government issued a three-year exemption from the
corporate income tax withholding tax and value added tax for China-sourced bond interest derived by overseas institutional investors,
but its application, such as with respect to the type of debt issuers covered by the exemption, and whether such taxes will be
implemented again after November 6, 2021, remains unclear in certain respects.
The Fund reserves the right to establish
a reserve for taxes which present uncertainty as to whether they will be assessed, although it currently does not do so. If the
Fund establishes such a reserve but is not ultimately subject to these taxes, shareholders who redeemed or sold their shares while
the reserve was in place will effectively bear the tax and may not benefit from the later release, if any, of the reserve. Conversely,
if the Fund does not establish such a reserve but ultimately is subject to the tax, shareholders who redeemed or sold their shares
prior to the tax being withheld, reserved or paid will have effectively avoided the tax. Investors should note that such provision,
if any, may be excessive or inadequate to meet actual tax liabilities (which could include interest and penalties) on the Fund’s
investments. Any taxes imposed in connection with the Fund’s activities will be borne by the Fund. To the extent Krane or
a sub-adviser, through the use of a QFII or RQFII license or otherwise, pays any taxes in connection with the Fund’s transactions
in PRC securities, the Fund will repay them for such tax expenses. As a result, investors may be advantaged or disadvantaged depending
on the final rules of the relevant tax authorities.
As discussed above under “—
Foreign Investments,” even if the Fund qualifies and elects to pass through foreign taxes to its shareholders, your ability
to claim a credit for such taxes may be limited.
General Considerations
The U.S. federal income tax discussion
and the discussion of Chinese tax considerations set forth above are for general information only. Prospective investors should
consult their tax advisers regarding the specific federal income tax consequences of purchasing, holding and disposing of shares
of a Fund, as well as the effect of state, local and foreign tax law and any proposed tax law changes.
DETERMINATION OF NAV
This information supplements and should
be read in conjunction with the section in the Prospectus entitled “Calculating NAV.”
The NAV per share of a Fund is computed
by dividing the value of the net assets of a Fund (i.e., the value of its total assets less total liabilities and withholdings)
by the total number of shares of a Fund outstanding, rounded to the nearest cent. Expenses and fees, including without limitation,
the management, administration and distribution fees, are accrued daily and taken into account for purposes of determining NAV.
The NAV per share for a Fund normally is calculated by the Administrator and determined as of the regularly scheduled close of
the regular trading session on the NYSE (ordinarily 4:00 p.m., Eastern Time) on each day that the Exchange is open.
In calculating the values of a Fund’s
portfolio securities, securities listed on a securities exchange, market or automated quotation system for which quotations are
readily available (except for securities traded on NASDAQ), including securities traded over the counter, are valued at the last
reported sale price on the primary exchange or market (foreign or domestic) on which they are traded (or at the time as of which
a Fund’s NAV is calculated if a security’s exchange is normally open at that time). If there is no such reported sale,
such securities are valued at the most recently reported bid price. For securities traded on NASDAQ, the NASDAQ Official Closing
Price will be used. If available, debt securities are priced based upon valuations provided by independent, third-party pricing
agents. Such values generally reflect the last reported sales price if the security is actively traded. The third-party pricing
agents may also value debt securities at an evaluated bid price by employing methodologies that utilize actual market transactions,
broker-supplied valuations, or other methodologies designed to identify the market value for such securities. Debt obligations
with remaining maturities of sixty days or less may be valued at their amortized cost, which approximates market value. The prices
for foreign securities are reported in local currency and converted to U.S. dollars using currency exchange rates. The value of
a swap contract is equal to the obligation (or rights) under the swap contract, which will generally be equal to the net amounts
to be paid or received under the contract based upon the relative values of the positions held by each party to the contract as
determined by the applicable independent, third party pricing agent. Exchange-traded options are valued at the last reported sales
price on the exchange on which they are listed. If there is no such reported sale on the valuation date, long positions are valued
at the most recent bid price, and short positions are valued at the most recent ask price. OTC options are valued based upon prices
determined by the applicable independent, third party pricing agent. Futures are valued at the settlement price established by
the board of trade on which they are traded. Foreign currency forward contracts are valued at the current day’s interpolated
foreign exchange rate, as calculated using the current day’s spot rate and the 30-, 60-, 90- and 180-day forward rates provided
by an independent pricing agent. The exchange rates used for valuation are captured as of the close of the London Stock Exchange
each day normally at 4:00 p.m. Greenwich Mean Time. Prices for most securities held by a Fund are provided daily by independent
pricing agents. If a security price cannot be obtained from an independent, third-party pricing agent, the Fund seeks to obtain
bid and ask prices from two broker-dealers who make a market in the portfolio instrument and determines the average of the two.
Investments in open-end investment companies
that do not trade on an exchange are valued at the end of day NAV per share. Investments in open-end investment companies that
trade on an exchange are valued at the last reported sale price or official closing price as of the close of the customary trading
session on the exchange where the security is principally traded. If there is no such reported sale, such securities are valued
at the most recently reported bid price.
Investments for which market prices are
not “readily available,” or are not deemed to reflect current market values, or are investments where no evaluated
price is available from the Trust’s third-party pricing agents pursuant to established methodologies, are fair valued in
accordance with the Trust’s valuation policies and procedures approved by the Board of Trustees. Some of the more common
reasons that may necessitate that an investment be valued using “fair value” pricing may include, but are not limited
to: the investment’s trading has been halted or suspended; the investment’s primary trading market is temporarily closed;
or the investment has not been traded for an extended period of time. A Fund may fair value certain of the foreign securities held
by a Fund each day a Fund calculates its NAV.
In addition, a Fund may fair value its
investments if an event that may materially affect the value of a Fund’s securities that trade outside of the United States
(a “Significant Event”) has occurred between the time of the investment’s last close and the time that a Fund
calculates its NAV. A Significant Event may relate to a single issuer or to an entire market sector, country or region. Events
that may be Significant Events may include: government actions, natural disasters, armed conflict, acts of terrorism and significant
market fluctuations.
If Krane becomes aware of a Significant
Event that has occurred with respect to a portfolio instrument or group of portfolio instruments after the closing of the exchange
or market on which the portfolio instrument or portfolio instruments principally trade, but before the time at which a Fund calculates
its NAV, it will notify the Administrator and may request that an ad hoc meeting of the Fair Valuation Committee be called.
With respect to trade-halted securities,
the Trust typically will fair value a trade-halted security by adjusting the security’s last market close price by the security’s
sector performance, as measured by a predetermined index, unless Krane recommends and the Trust’s Fair Valuation Committee
determines to make additional adjustments. Certain foreign securities exchanges have mechanisms in place that confine one day’s
price movement in an individual security to a pre-determined price range based on that day’s opening price (“Collared
Securities”). Fair value determinations for Collared Securities will generally be capped based on any applicable pre-determined
“limit down” or “limit up” prices established by the relevant foreign securities exchange. As an example,
China A-Shares can only be plus or minus ten percent in one day of trading in the relevant mainland China equity market. As a result,
the fair value price determination on a given day will generally be capped plus or minus ten percent.
Fair value pricing involves subjective
judgments and it is possible that a fair value determination for a security is materially different than the value that could actually
be realized upon the sale of the security or that another fund that uses market quotations or its own fair value procedures to
price the same securities. In addition, fair value pricing could result in a difference between the prices used to calculate a
Fund’s NAV and the prices used by the Underlying Index. This may adversely affect a Fund’s ability to track the Underlying
Index.
Trading in securities on many foreign exchanges
is normally completed before the close of business on each Business Day. In addition, securities trading in a particular country
or countries may not take place on each Business Day or may take place on days that are not Business Days. Changes in valuations
on certain securities may occur at times or on days on which a Fund’s NAV is not calculated and on which Fund shares do not
trade and sales and redemptions of shares do not occur. As a result, the value of a Fund’s portfolio securities and the net
asset value of its shares may change on days when you will not be able to purchase or sell your shares.
Fund shares are purchased or sold on a
national securities exchange at market prices, which may be higher or lower than NAV. No secondary sales will be made to brokers
or dealers at a concession by the Distributor or by a Fund. Purchases and sales of shares in the secondary market, which will not
involve a Fund, will be subject to customary brokerage commissions and charges. Transactions in Fund shares will be priced at NAV
only if you purchase or redeem shares directly from a Fund in Creation Units.
DIVIDENDS AND DISTRIBUTIONS
The Fund intends to pay out dividends,
if any, at least annually. The Fund also distributes its net realized capital gains, if any, to investors annually. The Fund may
make distributions on a more frequent basis. The Fund may occasionally be required to make supplemental distributions at some other
time during the year. Distributions in cash may be reinvested automatically in additional whole shares only if the broker through
whom you purchased shares makes such option available. Your broker is responsible for distributing the income and capital gain
distributions to you.
The Trust reserves the right to declare
special distributions if, in its reasonable discretion, such action is necessary or advisable.
OTHER INFORMATION
Portfolio Holdings
The Board has approved portfolio holdings
disclosure policies and procedures that govern the timing and circumstances of disclosure to shareholders and third parties of
a Fund’s portfolio holdings and the use of material non-public information about a Fund’s holdings. These policies
and procedures, as described below, are designed to ensure that disclosure of portfolio holdings is in the best interests of Fund
shareholders, and address conflicts of interest between the interests of Fund shareholders and those of Krane, a sub-adviser, the
Distributor, or any affiliated person of a Fund, Krane, a sub-adviser or the Distributor. The policies and procedures apply to
all officers, employees, and agents of a Fund, including Krane and a sub-adviser.
The Fund discloses on its website at the
start of each Business Day the identities and quantities of the securities and other assets held by a Fund that will form the basis
of a Fund’s calculation of its NAV on that Business Day. The portfolio holdings so disclosed will be based on information
as of the close of business on the prior Business Day. This information is generally used in connection with the creation and redemption
process and is disseminated on a daily basis through the facilities of the Exchange, the National Securities Clearing Corporation
(“NSCC”) and/or other fee-based subscription services to NSCC members and/or subscribers to those other fee-based subscription
services, including Authorized Participants, and to entities that publish and/or analyze such information in connection with the
process of purchasing or redeeming Creation Units or trading shares of a Fund in the secondary market.
Daily access to non-public information
concerning a Fund’s portfolio holdings also is permitted (i) to certain personnel of those service providers that are involved
in portfolio management and providing administrative, operational, risk management, or other support to portfolio management, including
affiliated broker-dealers and/or Authorized Participants, and (ii) to other personnel of Krane and other service providers, such
as a sub-adviser, the administrator, the custodian and the fund accountant, who deal directly with, or assist in, functions related
to investment management, administration, custody and fund accounting, as may be necessary to conduct business in the ordinary
course in a manner consistent with agreements with a Fund and/or the terms of a Fund’s current registration statement.
From time to time, non-public information
concerning Fund portfolio holdings also may be provided to other entities that provide services to a Fund, including, among others,
rating or ranking organizations, in the ordinary course of business, no earlier than one business day following the date of the
information. Portfolio holdings information made available in connection with the creation and redemption process may be provided
to other entities that provide services to a Fund in the ordinary course of business after it has been disseminated to the NSCC.
The Fund’s chief compliance officer,
or a compliance manager designated by the chief compliance officer, also may grant exceptions to permit additional disclosure of
Fund portfolio holdings information at differing times and with different lag times (the period from the date of the information
to the date the information is made available), if any, in instances where the Fund has legitimate business purposes for doing
so, it is in the best interests of shareholders, and the recipients are subject to a duty of confidentiality, including a duty
not to trade on the nonpublic information and are required to execute an agreement to that effect. The Board will be informed of
any such disclosures at its next regularly scheduled meeting or as soon as is reasonably practicable thereafter. In no event will
the Fund, Krane, or any other party receive any direct or indirect compensation in connection with the disclosure of information
about the Fund’s portfolio holdings.
The Board exercises continuing oversight
of the disclosure of the Fund’s portfolio holdings by (1) overseeing the implementation and enforcement of the Trust’s
the portfolio holdings policies and procedures by the Fund’s chief compliance officer and the Fund, (2) considering reports
and recommendations by the chief compliance officer concerning any material compliance matters (as defined in Rule 38a-1 under
the 1940 Act and Rule 206(4)-7 under the Advisers Act) that may arise in connection with any portfolio holdings policies and procedures,
and (3) considering whether to approve or ratify any amendment to any of the portfolio holdings policies and procedures. The Board
and the Fund reserve the right to amend the policies and procedures in their sole discretion at any time and from time to time
without prior notice to shareholders. For purposes of the policies and procedures, the term “portfolio holdings” means
investment positions held by the Fund that are not publicly disclosed.
In addition to the permitted disclosures
described above, the Fund must publicly disclose its complete holdings quarterly in SEC filings. These reports are available, free
of charge, on the EDGAR database on the SEC’s web site at www.sec.gov.
No person is authorized to disclose a Fund’s portfolio
holdings or other investment positions except in accordance with the Trust’s policies and procedures.
Voting Rights
Each share of the Fund is entitled to one
vote with respect to matters upon which a shareholder vote is required consistent with the requirements of the 1940 Act and the
rules promulgated thereunder. Shareholders receive one vote for every full Fund share owned. Shareholders of each fund will vote
separately on matters relating solely to that fund. All shares of a Fund are freely transferable.
As a Delaware statutory trust, the Trust
is not required to hold annual shareholder meetings unless otherwise required by the 1940 Act. However, for the purpose of considering
removal of a Trustee as provided in Section 16(c) of the 1940 Act, a special meeting may be called by shareholders owning at least
10% of the outstanding shares of the Trust. Shareholder inquiries can be made by contacting the Trust at the number and website
address provided under “Shareholder Inquiries” below.
Shareholder Inquiries
Shareholders may visit the Trust’s
web site at www.kraneshares.com or call 1.855.857.2638 or call to obtain information about account statements, procedures, and
other related information.
COUNSEL
K&L Gates LLP, 1601 K Street NW, Washington,
DC 20006, serves as counsel to the Trust.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
KPMG LLP, 1601 Market Street, Philadelphia,
Pennsylvania 19103, the Trust’s independent registered public accounting firm, provides audit and tax services with respect
to filings with the SEC.
FINANCIAL STATEMENTS
Once available, the Fund’s financial
statements will be incorporated by reference into this SAI.
APPENDIX B – DESCRIPTION
OF SECURITIES RATINGS
Corporate and Municipal
Long-Term Bond Ratings
China Lianhe Credit Ratings
AAA: Strong ability to repay debt.
Not adversely affected by the economic environment. The risk of default is very low.
AA: Strong ability to repay debt.
Less adversely affected by the economic environment. The risk of default is very low.
A: Strong ability to repay debt.
More susceptible adversely affected by the economic environment. The risk of default is very low.
BBB: Adequate ability to repay debt.
Business is affected by unfavorable economic environment. Greater default risk in general.
BB: Weak ability to repay debt.
Business is affected by unfavorable economic environment. Greater default risk in general.
B: Businesses ability to repay debt
is largely dependent on favorable economic environment. There is a high risk of default.
CCC: Businesses ability to repay
debt is extremely dependent on favorable economic environment. There is a high risk of default.
CC: Businesses ability to repay
debt is extremely dependent on favorable economic environment. Business is at risk of bankruptcy or reorganization. Default is
likely.
C: Business cannot repay the debt.
In addition to AAA and CCC grade level
(inclusive) level, every one credit rating available, "+", "-" symbol to fine tune, which means that a slightly
higher or slightly below this level.
China Chengxin (Asia Pacific)
Credit Ratings Company, Limited (“CCXAP”) long-term credit ratings:
AAAg: Capacity to
meet the commitment on short-term and long-term debts is extremely strong. Business is operated in a virtuous circle. The foreseeable
uncertainty on business operations is minimal.
AAg+, AAg, AAg: Capacity
to meet short-term and long-term financial commitment is very strong. Business is operated in a virtuous circle. Foreseeable uncertainty
in business operations is relatively low.
Ag+, Ag, Ag-: Capacity
to meet short-term and long-term commitment is strong. Business is operated in a virtuous circle. Business operation and development
may be affected by internal uncertain factors, which may create fluctuations on profitability and solvency of the issuer.
BBBg+, BBBg, BBBg-:
Capacity to meet financial commitment is considered adequate and capacity to meet short-term and long-term commitment is satisfactory.
Business is operated in a virtuous circle. Business is affected by internal and external uncertainties. Profitability and solvency
may experience significant fluctuation. Principal and interest may not be sufficiently protected by the terms of agreement.
BBg+, BBg, BBg-: Capacity
to meet short-term and long-term financial commitment is relatively weak. Financial commitment towards short-term and long-term
debts is below average. Status of business operation and development is not good. Solvency is unstable and subject to sustainable
risk.
Bg+, Bg, Bg-: Financial
commitment towards short-term and long-term debts is bad. Business is affected by internal and external uncertain factors. There
are difficulties in business operation. Solvency is uncertain and subject to high credit risk.
CCCg: Financial
commitment towards short-term and long-term debts is very bad. Business is affected by internal and external uncertain factors.
There are difficulties in business operation. Poor solvency with very high credit risk.
CCg: Financial commitment
towards short-term and long-term debts is extremely bad. Business operation is poor. There are very limited positive internal and
external factors to support business operation and development. Extremely high credit risk is found.
Cg: Financial commitment
towards short-term and long-term debts is insolvent. Business falls in vicious circle. Very limited positive internal and external
factors are found to support the business operation and development in positive cycle. Extremely high credit risk is seen and is
near default.
Dg: Unable to meet
the financial commitments. Default is confirmed.
Dagong Global Credit Rating
Co. (“Dagong”) Corporate and Financial Institution Issuer, Borrowing Companies, and Long-term Debt Facility Credit
Ratings:
AAA- Highest Credit
Quality: “AAA” ratings denote the lowest expectation of default risk. It indicates that the issuer has exceptionally
strong capacity for payment of financial commitments. Although the debt protection factors may change, this capacity is highly
unlikely to be adversely affected by any foreseeable event. “AAA” is the highest issuer credit rating assigned by Dagong.
AA- Very High Credit
Quality: “AA” ratings denote expectations of very low default risk. It indicates that the issuer has very strong capacity
for payment of financial commitments. Although due to its relatively higher long-term risk, this capacity is not significantly
vulnerable to any foreseeable event.
A- High Credit Quality:
“A’ ratings denote expectations of relatively low default risk. The capacity for payment of financial commitments is
considered sufficient. However, this capacity may be more vulnerable than those of the higher ratings to adverse business or economic
conditions due to any foreseeable event.
BBB- Medium Credit
Quality: “BBB” ratings indicate that expectations of default risk are currently low and it has medium default risk.
In normal conditions, the capacity for payment of financial commitments is considered adequate, whereas under adverse business
or economic conditions risks of default are more likely to exist under this scale.
BB- Low Medium Credit
Quality: “BB” ratings indicate that the issuer faces major ongoing uncertainties and exposure to adverse business,
financial, or economic conditions, which could lead to the obligor’s inadequate capacity to meet its financial commitments.
B- Relatively Low
Credit Quality: “B” ratings indicate that expectations of default risk are relatively high but a limited margin of
safety remains. Adverse business, financial, or economic conditions will likely impair the obligor’s capacity or willingness
to meet its financial commitments. This is a lower scale than that of the “BB” rating and an obligor rated “B”
is more vulnerable to adverse developments than the obligors rated “BB”.
CCC- Low Credit
Quality: “CCC” ratings indicate very high default risk. The issuer is currently vulnerable, and is dependent upon favorable
business, financial, and economic conditions to meet its financial commitments. Some practical risks exist and this will impair
the obligor’s ability to meet its financial commitments.
CC- Very Low Credit
Quality: “CC” ratings indicate that the issuer is currently highly vulnerable and entities with this rating have a
seriously high risk of default.
C- Lowest Credit
Quality: “C” ratings indicate the highest default risk and the issuer is currently unable to meet its financial commitments
or may even be in the process of compulsory debt reconstruction, or a takeover by regulatory organizations or in bankruptcy liquidation.
China Bond Rating Co.
AAAR : Strong ability to repay debt.
Basically unaffected by adverse economic conditions, and the risk of default is extremely low.
AAR: Strong ability to repay debt.
Not affected by the economic environment. The risk of default is very low.
AR: Strong ability to repay debt.
More susceptible adversely affected by the economic environment. The risk of default is very low.
BBBR: Adequate ability to repay
debt. Business is affected by unfavorable economic environment. Greater default risk in general.
BBR: Weak ability to repay debt.
Business is affected by unfavorable economic environment. Greater default risk in general.
BR: Businesses ability to repay
debt is largely dependent on favorable economic environment. There is a high risk of default.
CCCR: Businesses ability to repay
debt is extremely dependent on favorable economic environment. There is a high risk of default.
CCR: Businesses ability to repay
debt is extremely dependent on favorable economic environment. Business is at risk of bankruptcy or reorganization. Default is
likely.
CR: Business cannot repay the debt.
DR Default is confirmed.
In addition to AAA and CCC grade level
(inclusive) level, every one credit rating available, "+", "-" symbol to fine tune, which means that a slightly
higher or slightly below this level.
CSCI Pengyuan Credit Rating Co.
AAA: The ability to repay debt is
extremely strong. Not adversely affected by the economic environment. The risk of default is very low.
AA: The ability to repay debt is
strong. Less adversely affected by the economic environment. The risk of default is very low.
A: Strong ability to repay debt.
More susceptible adversely affected by the economic environment. The risk of default is very low.
BBB: Adequate ability to repay debt.
Business is affected by unfavorable economic environment. Greater default risk in general.
BB: Weak ability to repay debt.
Business is affected by unfavorable economic environment. Greater default risk in general.
B: Businesses ability to repay debt
is largely dependent on favorable economic environment. There is a extremely high risk of default.
CCC: Businesses ability to repay
debt is extremely dependent on favorable economic environment. There is a high risk of default.
CC: In the case of bankruptcy or
restructuring, there is less protection and there is basically no guarantee of repayment of debts..
C: Business cannot repay the debt.
In addition to AAA and CCC grade level
(inclusive) level, every one credit rating available, "+", "-" symbol to fine tune, which means that a slightly
higher or slightly below this level.
Standard & Poor’s
(“S&P”) Long-Term Issue Credit Ratings:
The following descriptions
of S&P’s long-term corporate and municipal bond ratings have been published by Standard & Poor’s Financial
Services LLC.
AAA - An obligation
rated ‘AAA’ has the highest rating assigned by S&P Global Ratings. The obligor’s capacity to meet its financial
commitment on the obligation is extremely strong.
AA - An obligation
rated ‘AA’ differs from the highest-rated obligations only to a small degree. The obligor’s capacity to meet
its financial commitment on the obligation is very strong.
A - An obligation
rated ‘A’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than
obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitment on the obligation
is still strong.
BBB - An obligation
rated ‘BBB’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances
are more likely to weaken the obligor’s capacity to meet its financial commitment on the obligation.
BB, B, CCC, CC, and
C - Obligations rated ‘BB’, ‘B’, ‘CCC’, ‘CC’, and ‘C’ are regarded
as having significant speculative characteristics. ‘BB’ indicates the least degree of speculation and ‘C’
the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large
uncertainties or major exposures to adverse conditions.
BB - An obligation
rated ‘BB’ is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties
or exposure to adverse business, financial, or economic conditions which could lead to the obligor’s inadequate capacity
to meet its financial commitment on the obligation.
B - An obligation
rated ‘B’ is more vulnerable to nonpayment than obligations rated ‘BB’, but the obligor currently has the
capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair
the obligor’s capacity or willingness to meet its financial commitment on the obligation.
CCC - An obligation
rated ‘CCC’ is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic
conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or
economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.
CC - An obligation
rated ‘CC’ is currently highly vulnerable to nonpayment. The 'CC' rating is used when a default has not yet occurred
but S&P Global Ratings expects default to be a virtual certainty, regardless of the anticipated time to default.
C - An obligation
rated ‘C’ is currently highly vulnerable to nonpayment, and the obligation is expected to have lower relative seniority
or lower ultimate recovery compared with obligations that are rated higher.
D - An obligation
rated 'D' is in default or in breach of an imputed promise. For non-hybrid capital instruments, the 'D' rating category is used
when payments on an obligation are not made on the date due, unless S&P Global Ratings believes that such payments will be
made within five business days in the absence of a stated grace period or within the earlier of the stated grace period or 30 calendar
days. The 'D' rating also will be used upon the filing of a bankruptcy petition or the taking of similar action and where default
on an obligation is a virtual certainty, for example due to automatic stay provisions. A rating on an obligation is lowered to
'D' if it is subject to a distressed exchange offer.
Plus (+) or Minus (-)
- The ratings from ‘AA’ to ‘CCC’ may be modified by the addition of a plus (+) or minus (-) sign to
show relative standing within the major rating categories.
NR - This indicates
that a rating has not been assigned or is no longer assigned.
Moody’s Investors
Service, Inc. (“Moody’s”) Global Long-Term Ratings:
The following descriptions
of Moody’s long-term corporate bond ratings have been published by Moody’s Investors Service, Inc. and Moody’s
Analytics Inc.
Aaa - Obligations
rated Aaa are judged to be of the highest quality, with minimal credit risk.
Aa - Obligations
rated Aa are judged to be of high quality and are subject to very low credit risk.
A - Obligations
rated A are considered upper-medium grade and are subject to low credit risk.
Baa - Obligations
rated Baa are subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative characteristics.
Ba - Obligations
rated Ba are judged to have speculative elements and are subject to substantial credit risk.
B - Obligations
rated B are considered speculative and are subject to high credit risk.
Caa - Obligations
rated Caa are judged to be of poor standing and are subject to very high credit risk.
Ca - Obligations
rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
C - Obligations
rated C are the lowest rated class of bonds and are typically in default, with little prospect for recovery of principal or interest.
Modifiers: Moody’s
appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa.
The modifier 1 indicates
that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the
modifier 3 indicates a ranking in the lower end of that generic rating category.
Fitch Ratings Ltd. (“Fitch”)
Corporate Bond Ratings:
The following descriptions
of Fitch’s long-term corporate bond ratings have been published by Fitch, Inc. and Fitch Ratings Ltd.
AAA - Highest credit
quality. ‘AAA’ ratings denote the lowest expectation of default risk. They are assigned only in cases of exceptionally
strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable
events.
AA - Very high credit
quality. ‘AA’ ratings denote expectations of very low default risk. They indicate very strong capacity for payment
of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
A - High credit
quality. ‘A’ ratings denote expectations of low default risk. The capacity for payment of financial commitments
is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the
case for higher ratings.
BBB - Good credit
quality. ‘BBB’ ratings indicate that expectations of default risk are currently low. The capacity for payment
of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair this capacity.
BB - Speculative.
‘BB’ ratings indicate an elevated vulnerability to credit risk, particularly in the event of adverse changes
in business or economic conditions over time; however, business or financial flexibility exists that supports the servicing of
financial commitments.
B - Highly speculative.
‘B’ ratings indicate that material default risk is present, but a limited margin of safety remains. Financial
commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and
economic environment.
CCC - Substantial
credit risk. ‘CCC’ ratings indicate that default is a real possibility.
CC - Very high levels
of credit risk. ‘CC’ ratings indicate that default of some kind appears probable.
C - Exceptionally
high levels of credit risk. ‘C’ indicates that a default or default-like process has begun, or the issuer is
in standstill, or for a closed funding vehicle, payment capacity is irrevocably impaired. Conditions that are indicative of a ‘C’
category rating for an issuer include:
a. the issuer
has entered into a grace or cure period following non-payment of a material financial obligation;
b. the issuer
has entered into a temporary negotiated waiver or standstill agreement following a payment default on a material financial obligation;
c. the formal
announcement by the issuer or their agent of a distressed debt exchange;
d. a closed financing
vehicle where payment capacity is irrevocably impaired such that it is not expected to pay interest and/or principal in full during
the life of the transaction, but where no payment default is imminent.
D - Default. ‘D’
ratings indicate an issuer that in Fitch’s opinion has entered into bankruptcy filings, administration, receivership, liquidation
or other formal winding-up procedure or that has otherwise ceased business.
Default ratings are not
assigned prospectively to entities or their obligations; within this context, non-payment on an instrument that contains a deferral
feature or grace period will generally not be considered a default until after the expiration of the deferral or grace period,
unless a default is otherwise driven by bankruptcy or other similar circumstance, or by a distressed debt exchange.
Plus (+) or Minus (-)
- The modifiers “+” or “-” may be appended to a rating to denote relative status within major rating
categories. Such suffixes are not added to the ‘AAA’ obligation rating category, or to ratings below the ‘CCC’
category.
The terms “investment
grade” and “speculative grade” have established themselves over time as shorthand to describe the categories
‘AAA’ to ‘BBB’ (investment grade) and ‘BB’ to ‘D’ (speculative grade). The terms
“investment grade” and “speculative grade” are market conventions, and do not imply any recommendation
or endorsement of a specific security for investment purposes. “Investment grade” categories indicate relatively low
to moderate credit risk, while ratings in the “speculative” categories either signal a higher level of credit risk
or that a default has already occurred.
Fitch’s Municipal
Bond Long-Term Ratings:
The following descriptions
of Fitch’s long-term municipal bond ratings have been published by Fitch, Inc. and Fitch Ratings Ltd.
AAA - Highest credit
quality. ‘AAA’ ratings denote the lowest expectation of default risk. They are assigned only in cases of exceptionally
strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable
events.
AA - Very high credit
quality. ‘AA’ ratings denote expectations of very low default risk. They indicate very strong capacity for payment
of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
A - High credit
quality. ‘A’ ratings denote expectations of low default risk. The capacity for payment of financial commitments
is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the
case for higher ratings.
BBB - Good credit
quality. ‘BBB’ ratings indicate that expectations of credit risk are currently low. The capacity for payment
of financial commitments is considered adequate but adverse business or economic conditions are more likely to impair this capacity.
BB - Speculative.
‘BB’ ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes
in business or economic conditions over time.
B - Highly speculative.
‘B’ ratings indicate that material default risk is present, but a limited margin of safety remains. Financial
commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and
economic environment.
CCC - Substantial
credit risk. ‘CCC’ ratings indicate that default is a real possibility.
CC - Very high levels
of credit risk. ‘CC’ ratings indicate default of some kind appears probable.
C - Exceptionally
high levels of credit risk. ‘C’ ratings indicate default appears imminent or inevitable.
D - Default. ‘D’
ratings indicate a default. Default generally is defined as one of the following:
• failure to make
payment of principal and/or interest under the contractual terms of the rated obligation;
• the bankruptcy filings,
administration, receivership, liquidation or other winding-up or cessation of the business of an issuer/obligor; or
• the distressed exchange
of an obligation, where creditors were offered securities with diminished structural or economic terms compared with the existing
obligation to avoid a probable payment default.
Structured Finance Defaults
– “Imminent” default, categorized under ‘C’, typically refers to the occasion where a payment
default has been intimated by the issuer, and is all but inevitable. This may, for example, be where an issuer has missed a scheduled
payment, but (as is typical) has a grace period during which it may cure the payment default. Another alternative would be where
an issuer has formally announced a coercive debt exchange, but the date of the exchange still lies several days or weeks in the
immediate future.
Additionally, in structured
finance transactions, where analysis indicates that an instrument is irrevocably impaired such that it is not expected to pay interest
and/or principal in full in accordance with the terms of the obligation’s documentation during the life of the transaction,
but where no payment default in accordance with the terms of the documentation is imminent, the obligation will typically be rated
in the ‘C’ category.
Structured Finance Writedowns
- Where an instrument has experienced an involuntary and, in the agency’s opinion, irreversible “writedown”
of principal (i.e. other than through amortization, and resulting in a loss to the investor), a credit rating of ‘D’
will be assigned to the instrument. Where the agency believes the “writedown” may prove to be temporary (and the loss
may be “written up” again in future if and when performance improves), then a credit rating of ‘C’ will
typically be assigned. Should the “writedown” then later be reversed, the credit rating will be raised to an appropriate
level for that instrument. Should the “writedown” later be deemed as irreversible, the credit rating will be lowered
to ‘D’.
Notes: In the case of structured
and project finance, while the ratings do not address the loss severity given default of the rated liability, loss severity assumptions
on the underlying assets are nonetheless typically included as part of the analysis. Loss severity assumptions are used to derive
pool cash flows available to service the rated liability. In the case of public finance, the ratings also do not address the loss
given default of the rated liability, focusing instead on the vulnerability to default of the rated liability.
Plus (+) or Minus (-)
- The modifiers “+” or “-” may be appended to a rating to denote relative status within major rating
categories. Such suffixes are not added to the ‘AAA’ obligation rating category, or to ratings below the ‘CCC’
category.
Municipal Short-Term
Bond Ratings
CCXAP short-term credit
ratings:
Ag-1: Capacity to
meet short-term financial commitment is extremely strong with high level of safety.
Ag-2: Capacity to
meet short-term financial commitment is strong with high level of safety.
Ag-3: Capacity to
meet short-term financial commitment is average but the safety may be easily affected by adverse business, financial and economic
conditions.
Bg: Capacity to
meet short-term financial commitment is weak with high probability of default.
Cg: Capacity to
meet short-term financial commitment is very weak and the probability of default is very high.
Dg: Unable to meet
the financial commitments. Default is confirmed.
S&P’s Municipal
Short-Term Note Ratings:
The following descriptions
of S&P’s short-term municipal ratings have been published by Standard & Poor’s Financial Services LLC.
SP-1 - Strong capacity
to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation.
SP-2 - Satisfactory
capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the
notes.
SP-3 - Speculative
capacity to pay principal and interest.
D - 'D' is assigned upon failure
to pay the note when due, completion of a distressed exchange offer, or the filing of a bankruptcy petition or the taking of similar
action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions.
Moody’s Global Short-Term
Ratings:
The following descriptions
of Moody’s short-term municipal ratings have been published by Moody’s Investors Service, Inc. and Moody’s Analytics
Inc.
P-1 - Issuers (or
supporting institutions) rated Prime-1 have a superior ability to honor short-term debt obligations.
P-2 - Issuers (or
supporting institutions) rated Prime-2 have a strong ability to honor short-term debt obligations.
P-3 - Issuers (or
supporting institutions) rated Prime-3 have an acceptable ability to honor short-term obligations.
NP - Issuers (or
supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.
Fitch’s Short-Term
Ratings:
The following descriptions
of Fitch’s short-term ratings have been published by Fitch, Inc. and Fitch Ratings Ltd.
F1 - Highest short-term
credit quality. Indicates the strongest intrinsic capacity for timely payment of financial
commitments; may have an
added “+” to denote any exceptionally strong credit feature.
F2 - Good short-term
credit quality. Good intrinsic capacity for timely payment of financial commitments.
F3 - Fair short-term
credit quality. The intrinsic capacity for timely payment of financial commitments is adequate.
B - Speculative
short-term credit quality. Minimal capacity for timely payment of financial commitments, plus
heightened vulnerability
to near term adverse changes in financial and economic conditions.
C - High short-term
default risk. Default is a real possibility.
RD - Restricted
default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other
financial obligations. Typically applicable to entity ratings only.
D - Default. Indicates
a broad-based default event for an entity, or the default of a specific short-term obligation. The modifiers “+” or
“-” may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added
to the ‘AAA’ Long-term rating category, to categories below ‘CCC’, or to Short-term ratings other than
‘F1’.
Commercial Paper Ratings
S&P’s Short-Term
Issuer Credit Ratings:
The following descriptions
of S&P’s commercial paper ratings have been published by Standard & Poor’s Financial Service LLC.
A-1 - An obligor
rated ‘A-1’ has strong capacity to meet its financial commitments. It is rated in the highest category by S&P Global
Ratings. Within this category, certain obligors are designated with a plus sign (+). This indicates that the obligor’s capacity
to meet its financial commitment on these obligations is extremely strong.
A-2 - An obligor
rated 'A-2' has satisfactory capacity to meet its financial commitments. However, it is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than obligors in the highest rating category.
A-3 - An obligor
rated 'A-3' has adequate capacity to meet its financial obligations. However, adverse economic conditions or changing circumstances
are more likely to weaken the obligor's capacity to meet its financial commitments.
B - An obligor rated
'B' is regarded as vulnerable and has significant speculative characteristics. The obligor currently has the capacity to meet its
financial commitments; however, it faces major ongoing uncertainties that could lead to the obligor's inadequate capacity to meet
its financial commitments.
C - A short-term
obligation rated 'C' is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions
for the obligor to meet its financial commitments on the obligation.
D - A short-term
obligation rated 'D' is in default or in breach of an imputed promise. For non-hybrid capital instruments, the 'D' rating category
is used when payments on an obligation are not made on the date due, unless S&P Global Ratings believes that such payments
will be made within any stated grace period. However, any stated grace period longer than five business days will be treated as
five business days. The 'D' rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action
and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. A rating on an obligation
is lowered to 'D' if it is subject to a distressed exchange offer.
Dual Ratings –
S&P may assign “dual” ratings to debt issues that have a put option or demand feature as part of their structure.
The first component of the rating addresses the likelihood of repayment of principal and interest as due, and the second component
of the rating addresses only the demand feature. The first component of the rating can relate to either a short-term or long-term
transaction and accordingly use either short-term or long-term rating symbols. The second component of the rating relates to the
put option and is assigned a short-term rating symbol (for example, 'AAA/A-1+' or 'A-1+/A-1'). With U.S. municipal short-term demand
debt, the U.S. municipal short-term note rating symbols are used for the first component of the rating (for example, 'SP-1+/A-1+').
Moody’s U.S. Municipal
Short-Term Ratings:
The following descriptions
of Moody’s commercial paper ratings have been published by Moody’s Investors Service, Inc. and Moody’s Analytics
Inc.
MIG 1 - This designation
denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support,
or demonstrated broad-based access to the market for refinancing.
MIG 2 - This designation
denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.
MIG 3 - This designation
denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely
to be less well-established.
SG - This designation
denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.
Fitch’s Commercial
Paper Ratings:
The following descriptions
of Fitch’s commercial paper ratings have been published by Fitch, Inc. and Fitch Ratings Ltd.
F1 - Highest short-term
credit quality. Indicates the strongest intrinsic capacity for timely payment of financial
commitments; may have an
added “+” to denote any exceptionally strong credit feature.
F2 - Good short-term
credit quality. Good intrinsic capacity for timely payment of financial commitments.
F3 - Fair short-term
credit quality. The intrinsic capacity for timely payment of financial commitments is adequate.
B - Speculative
short-term credit quality. Minimal capacity for timely payment of financial commitments, plus
heightened vulnerability
to near term adverse changes in financial and economic conditions.
C - High short-term
default risk. Default is a real possibility.
RD - Restricted
default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other
financial obligations. Typically applicable to entity ratings only.
D - Default. Indicates
a broad-based default event for an entity, or the default of a specific short-term obligation.
The modifiers “+”
or “-” may be appended to a rating to denote relative status within major rating categories. Such suffixes are not
added to the ‘AAA’ Long-term rating category, to categories below ‘CCC’, or to Short-term ratings other
than ‘F1’.