As filed with the Securities and Exchange Commission on March 22 , 2010
Securities
Act of 1933 File No. 333-156024
Investment
Company Act of 1940 File No. 811-22125
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
———————
FORM
N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
þ
Pre-Effective
Amendment No.
¨
Post Effective Amendment
No. 3
þ
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
þ
Amendment No. 4
þ
(Check
appropriate box or boxes)
JAVELIN
EXCHANGE-TRADED TRUST
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(Exact Name of Registrant as
Specified in Charter)
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33
Witherspoon Street, Suite 210, Princeton, New Jersey
08542
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(Address
of Principal Executive
Offices)
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(609)
356-0800
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(Registrant’s
Telephone Number, including Area
Code)
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Name
and Address of Agent for Service:
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with
a copy to:
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Bibb
L. Strench, Esquire
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Foreside
Fund Services, LLC
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Seward
& Kissel LLP
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Three
Canal Plaza
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1200 G Street, N.W.
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Portland,
Maine 04101
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Washington,
D.C. 20005
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(207)
553-7142
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(202)
661-7141
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Approximate Date of Proposed Public
Offering:
As soon as practicable after the effective date of this
registration statement.
It
is proposed that this filing will become effective (check appropriate
box)
¨
immediately
upon filing pursuant to paragraph (b) of Rule 485.
þ
on
April 5, 2010 pursuant to paragraph (b) of Rule
485.
¨
60 days
after filing pursuant to paragraph (a)(1) of Rule 485.
¨
on [date]
pursuant to paragraph (a) of Rule 485.
¨
75 days after filing pursuant to
paragraph
(a)(2)
of Rule
485.
¨
on [date]
pursuant to paragraph (a) of Rule 485.
JETS
SM
Exchange-Traded
Trust
JETS
SM
Contrarian
Opportunities Index Fund
Prospectus
These
securities have not been approved or disapproved by the Securities and Exchange
Commission nor has the Commission passed upon the accuracy or adequacy of this
Prospectus. Any representation to the contrary is a criminal
offense.
April 5, 2010
JETS
SM
is a
registered trademark of Javelin Investment Management, LLC.
Fund
Ticker: JCO
Stock
Exchange: NYSE Arca
Table
of Contents
Fund Summary
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JETS Contrarian
Opportunities Index Fund
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1
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Fees
and Expenses
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1
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Performance
Information
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3
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Investment Advisory
Services
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6
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Shareholder
Information
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7
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Portfolio Holdings
Information
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11
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Dividends and
Distributions
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11
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Taxes
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12
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Trademark
Notice/Disclaimer
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13
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Service
Providers
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13
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Financial
Highlights
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14
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Fund
Summary
JETS
Contrarian Opportunities Index Fund
Ticker: JCO
Stock
Exchange: NYSE Arca
Investment
Objective
The Fund,
an exchange-traded fund, seeks performance results that, before fees and
expenses, correspond generally to the performance of a benchmark index that
measures the investment return of securities that are consistent with contrarian
principles.
The
following table describes the fees and expenses you may pay if you buy and hold
shares in the Fund. Transaction costs that may be incurred by the investor such
as brokerage commissions for buying and selling securities are not reflected in
the Example.
ANNUAL
FUND OPERATING EXPENSES
(expenses
deducted from the Fund’s assets)
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Management
Fee s:
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0.58
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%
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Distribution
and/ or Service (12b-1) Fees:
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None
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Other
Expenses
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0.00
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%
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Total
Annual Fund Operating Expenses
Before
Waiver
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0.58
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%
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Fee
Waiver and/or Expense Reimbursement
1
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(0.00
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)%
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Total
Annual Fund Operating Expenses After Fee Waiver
and/or
Expense Reimbursement
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0.58
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%
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———————
Javelin
Investment Management, LLC has contractually agreed to waive its management fee
and/or pay certain operating expenses of the Fund to the extent necessary to
prevent the operating expenses of the Fund (excluding interest, taxes, brokerage
commissions and other expenses that are capitalized in accordance with generally
accepted accounting principles, and other extraordinary costs such as litigation
and other expenses not incurred in the ordinary course of the Fund’s business)
from exceeding 0.58% of average net assets per year,
at least until April 30, 201 1 . The waiver arrangements cannot be terminated prior
to April 30, 2011.
Example
The
following example is intended to help you compare the cost of investing in the
Fund with the costs of investing in other funds. This example does not take into
account brokerage commissions that you pay when purchasing or selling shares of
the Fund. The example assumes that you invest $10,000 in the Fund for
the time periods indicated and then sell all of your shares at the end of those
periods. The example also assumes that your investment has a 5% return each year
and that the Fund’s operating expenses remain the
same each year. Although your actual costs may be higher or lower, based on
these assumptions your costs would be:
Portfolio
Turnover
The Fund
pays transaction-related costs when it buys and sells securities (or “turns
over” its portfolio). A higher turnover rate may indicate higher transaction
costs and may result in higher taxes when the Fund’s shares are held in a
taxable account. These costs, which are not reflected in annual Fund operating
expenses or the above example, affect fund performance.
Principal
Investment Strategies
The Fund
employs a “passive management”--or indexing--investment approach designed to
track the performance of the Dow Jones U.S. Contrarian Opportunities Index
SM
(the “Target Index”) As its primary strategy, the
Fund generally attempts to track the performance of
the T arget I ndex by using a
representative
sampling strategy, pursuant to which the Fund’s assets may not
be invested in substantially all of the securities
that make up the Target Index, and/or the Fund’s weightings in each security may
differ from those of Target Index. The Fund may invest a portion of its
assets in securities not included in its T arget
I ndex but which the Adviser or Sub-Adviser believes
will help the Fund track its T arget I ndex.
Contrarian
investing refers to the investment style that seeks to identify and invest in
public companies that are temporarily out of favor.
Dow
Jones U.S. Contrarian Opportunities Index
SM
The Dow
Jones U.S Contrarian Opportunities Index
SM
is
an index maintained by Dow Jones Indexes based on a stringent and published
methodology. The T arget I ndex is a equal-weighted index consisting of 125
securities, each of which is a domestic security. As of March 17, 20 10 , the T arget I ndex’s three largest
stocks were Psychiatric Solutions Inc., Zumiez Inc., and
Red Robin Gourmet Burgers Inc. and its three largest industries were Consumer
Services, Healthcare and Industrials. As of March 17, 20 10, the
capitalization of companies represented in the T arget I ndex ranged from $125 million to $50.42
billion, and the average market capitalization of the
companies in the Target Index was $4.3 billion. The Fund uses
a
representative
sampling
strategy in seeking to track
the Target Index . The securities composing the T arget I ndex include equity
securities of U.S. companies (including common stocks).
Risks
The Fund
is subject to certain risks. The principal risks to which the Fund is subject
are described below.
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Stock market Risk
: the risk
that stock prices overall will decline over a given period of time. The
Fund’s total return, like stock prices generally, will fluctuate within a
wide range, so an investor could lose money over short or even long
periods. Stock markets tend to be volatile, with periods of rising prices
and periods of falling prices.
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·
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Index Risk:
the risk
that stocks in the Target Index may
underperform stock market investments that track other markets, segments
or sectors. The Sub-Adviser does not actively manage the Fund and
therefore does not attempt to analyze, quantify or control the risks
associated with investing in stocks of companies in the Target Index.
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·
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Tracking Error Risk:
the
risk that the Fund will not provide investment performance tracking the
Target Index. The Fund’s return may not match
the return of the Target Index for a number of
reasons. For example, the Fund incurs a number of operating expenses not
applicable to the Target Index, and incurs
costs in buying and selling securities, especially when rebalancing the
Fund’s securities holdings to reflect changes in the composition of the
Target Index. Since the Target Index components may change on a quarterly
basis, the Fund’s costs associated with rebalancing may be greater than
those incurred by other exchange-traded funds that track indices whose
composition changes less frequently. In addition, if the Fund employs a
representative
sampling strategy, the stocks
held by the Fund may provide performance that differs significantly from
the aggregate performance of all of the stocks comprising the Target Index.
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·
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Replication Management
Risk:
the risk that because the Fund is not ‘‘actively’’ managed,
it would not usually sell a stock because the stock’s issuer was in
financial trouble unless that stock is removed from the Fund’s Target Index.
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·
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Small- and Mid-Capitalization
Risk:
the risk that these stocks may be volatile. Historically,
these stocks have been more volatile in price than the
large-capitalization stocks.
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Market Price Risk:
the
risk associated with the fact that the shares of the Fund are listed on
the New York Stock Exchange Arca
™,
Inc. (“NYSE Arca™
”)
and can be bought and sold in the secondary market at market prices.
Although it is expected that the market price of the Fund shares typically
will approximate its Net Asset Value (“ NAV ”), there may be
times when the market price and the NAV differ significantly. Thus, the
investor may pay more than NAV when buying Fund shares on the secondary
market, and may receive less than NAV when the investor sells Fund
shares.
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Trading Halts Risk:
the
risk that trading of the Fund shares on the NYSE Arca
™
may be halted if NYSE Arca™ officials deem such action appropriate in the
interest of a fair and orderly market or to protect investors, if the Fund
shares are delisted from the NYSE Arca™ or if the activation of
market-wide “circuit breakers” halts stock trading generally. If trading
is halted, investors may not be able to dispose of Fund shares that they
own.
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Performance
Information
No
performance information is available for the Fund because the Fund has not yet
completed a full calendar year of investment operations as of the date of this
Prospectus.
Management
Investment
Adviser
: Javelin Investment Management, LLC
Sub-Adviser
: Esposito Partners, LLC
Portfolio
Managers
The
following table lists the persons responsible for day-to-day management of the
Fund’s portfolio:
Employee
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Length
of Service
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Title
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Kris
Marca
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Since
2010
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Co-Portfolio
Manager
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Benjamin
Deweese
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Since
2010
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Co-Portfolio
Manager
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Purchase
and Sale of Fund Shares
The Fund
is an exchange-traded fund or ETF. Individual Fund shares may only be
purchased and sold on a national securities exchange through a broker-dealer and
investors may pay a commission to such broker-dealers. The price of Fund shares
is based on market price, and because ETF shares trade at market prices rather
than NAV, shares may trade at a price greater than NAV (premium) or less than
NAV (a discount).
Tax
Information
The Fund’s distributions are taxable, and will be taxed as
ordinary income or capital gains, unless you are investing through a
tax-deferred arrangement, such as a 401(k) plan or an individual retirement
account. Such tax-deferred arrangements may be taxed later upon withdrawal of
monies from those arrangements. For additional information, please see
the “Taxes on Distributions” section of this
Prospectus.
More
Information About the Fund
For
important information about the purchase and sale of fund shares and tax information please turn to
Important Additional Information
About the Fund
beginning on page 4.
Important
Additional Information About the Fund
The Fund
may not be fully invested at times either as a result of cash flows into the
Fund or reserves of cash held by the Fund to meet redemptions and pay expenses.
In addition, the Fund may not be able to invest in certain securities included
in the Target Index due to restrictions or
limitations imposed by or a lack of liquidity in certain countries and stock
exchanges in which such securities trade or may be delayed in purchasing or
selling securities included in the Target
Index.
The
Sub-Adviser uses a
representative
sampling strategy,
rather than a replication strategy, in managing the Fund’s portfolio.
Representative sampling is an indexing strategy that involves
investing in a representative sample of securities that collectively has an
investment profile similar to the Target Index.
Pursuant
to a
representative
sampling strategy, the Fund’s
assets may not be invested in substantially all of the securities that make up
the Target Index , and/or the Fund’s weightings in
each security may differ from those of the Target
Index. For example, in some cases certain securities may be available
only in certain share lot sizes or the transaction costs associated with a
purchase of a very small position in a security may be prohibitive. In these
cases, the Sub-Adviser will invest the Fund’s assets in certain of the
securities that make up the Target Index, seeking to
construct a portfolio so that its market capitalization, industry weightings,
fundamental investment characteristics (such as return variability, earnings
valuation and yield) and liquidity measures perform like those of the Target Index. In addition, the Fund may invest a portion
of its assets in securities not included in the Target
Index if the Sub-Adviser believes that investment in such securities is
in the best interests of Fund shareholders and that such securities will assist
the Fund in tracking the Target Index . Under normal
circumstances, however, at least 90% of the Fund’s total assets will be invested
in securities included in the Target Index
representing such securities. The Fund may invest the remainder of its assets in
securities not included in the Target Index but
which the Adviser and Sub-Adviser believe will help the Fund track its Target Index , and in futures contracts, options and swaps,
as well as cash and cash equivalents.
The
Adviser has engaged the Sub-Adviser for the day-to-day management of the Fund,
including generally having the responsibility for determining the securities in
which the Fund will invest.
The Fund
may invest its remaining assets in money market instruments, including
repurchase agreements or other funds which invest exclusively in money market
instruments, convertible securities, structured notes (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) and in swaps, options, futures contracts and currency forwards. Swaps,
options, futures contracts and currency forwards (and convertible securities and
structured notes) may be used by the Fund in seeking performance that
corresponds to the Target Index, and in managing
cash flows. The Fund will not invest in money market instruments as part of a
temporary defensive strategy to protect against potential stock market
declines.
The Fund
may lend its portfolio securities to brokers, dealers and other financial
institutions desiring to borrow securities to complete transactions and for
other purposes. In connection with such loans, the Fund receives liquid
collateral equal to at least 102% of the value of the portfolio securities being
loaned. This collateral is marked-to-market on a daily basis. Although the Fund
will receive collateral in connection with all loans of its securities holdings,
the Fund would be exposed to a risk of loss should a borrower default on its
obligation to return the borrowed securities (
e.g.
, the loaned securities
may have appreciated beyond the value of the collateral held by the Fund). In
addition, the Fund will bear the risk of loss of any cash collateral that it
invests.
Dow
Jones U.S. Contrarian Opportunities Index
SM
Dow Jones
Indexes is the creator of the Dow Jones U.S. Contrarian Opportunities Index
SM
. The
Index follows a rules-based methodology to select stocks in a manner that would
be considered consistent with contrarian investment principles. Contrarian
investors typically take the position of buying in response to bearish signals.
The index is designed to track companies that have underperformed in recent
years, but that have strong fundamentals relative to other companies in the
universe.
The index
comprises 125 components. Stocks are chosen semiannually from a broad market
universe screened to identify securities ranked lowest by three-year trailing
total return performance. From this pool of eligible securities, stocks are
selected according to rankings by ten qualitative factors. Buffers are employed
during the review process in an attempt to reduce turnover. The index is equal
weighted, with component weightings reset semiannually. The index is calculated
on both a price-return and total-return basis with a base value of 100 set at
December 31, 1991.
The Fund
reserves the right to substitute a different contrarian index for the Target Index if the Target
Index is discontinued, if Dow Jones Indexes’ arrangement with the Adviser
relating to the use of the Target Index is
terminated, or for any other reason determined in good faith by the Trust’s
Board of Trustees. If Dow Jones Indexes’ arrangement with the Adviser
relating to the use of the Target Index is
terminated, the Trust will take whatever action is deemed to be in the best
interests of the Fund’s shareholders and the shareholders will be provided with
advance written notice of such action. Stocks are screened so that the indexes
cover only securities that are well-traded and accessible to
investors.
Exchange-Traded Funds
The Fund
is an exchange-traded fund or “ETF.” An ETF is an investment company that offers
shares that are listed on a U.S. securities exchange. Because they are listed on
a stock exchange, shares of ETFs can be traded throughout the day on that stock
exchange at market-determined prices. ETFs typically invest predominantly in the
securities that compose an underlying index.
Conventional
mutual fund shares are bought from and redeemed with the issuing fund for cash
at the NAV of such shares. ETF shares, by contrast, cannot be purchased from or
redeemed with the issuing fund at NAV except by or through Authorized
Participants (defined below), and then only in large blocks of shares called
“Creation Units” in exchange for an in-kind basket of securities.
NAV is
typically calculated only once a day at the closing of trading on the NYSE
Arca
TM
and
reflects a fund’s total assets, less its liabilities, divided by the number of
shares it has outstanding. Transactions in traditional mutual fund shares are
typically effected at the NAV next determined after receipt of the transaction
order, no matter what time during the day an investor in a traditional mutual
fund places an order to purchase or redeem shares, that investor’s order will be
priced at that fund’s NAV determined as of the close of trading of the NYSE
Arca
TM
.
Traditional mutual fund shares may be purchased from the fund directly by the
shareholder or through a financial intermediary.
In
contrast, investors can purchase and sell ETF Shares on a secondary market
through a broker. Secondary market transactions do not occur at NAV, but at
market prices that change throughout the day, based on the supply of, and demand
for, ETF shares and on changes in the prices of the ETF’s portfolio holdings.
Shareholders will also incur typical brokerage and transaction costs when buying
or selling ETF shares on the secondary market. An organized secondary market is
expected to exist for the Fund’s shares, because, Fund shares are listed for
trading on the NYSE Arca
™
.
The
market price of the Fund’s shares will differ somewhat from the NAV of those
shares. The difference between market price and NAV is expected to be small most
of the time, but in times of extreme market volatility the difference may become
significant. Accordingly, an investor may receive more or less than NAV when the
investor sells Fund shares on the secondary market. Also, it is possible that an
active trading market may not be maintained.
Creation
Transaction Fees and Redemption Transaction Fees
The Fund
issues and redeems Fund shares, referred to as Javelin Exchange Traded Shares or
“JETS,” at NAV only in Creation Units of 50,000 shares or multiples thereof. As
a practical matter, only broker-dealers or large institutional investors that
have entered into creation and redemption agreements with certain agents of the
Fund and called authorized participants (‘‘Authorized Participants’’) can
purchase or redeem these Creation Units. Purchasers of Creation Units at NAV
must pay
to the
Fund a standard Creation Transaction Fee of $1,500 per transaction (assuming 100
or fewer stocks in each Creation Unit). An Authorized Participant who holds
Creation Units and wishes to redeem at NAV would also pay a standard Redemption
Fee of $1,500 per transaction
to the Fund
(assuming 100 or fewer stocks in each Creation Unit). See ‘‘ Shareholder Information’’ later in this Prospectus.
Authorized Participants who hold Creation Units in inventory will also pay the
Annual Fund Operating Expenses described in the table above. Assuming an
investment in a Creation Unit of $1,000,000 and a 5% return each year, and
assuming that the Fund’s total operating expenses remain the same, the total
costs would be $1,500 if the Creation Unit is
redeemed after one year, and $1,500 if the Creation
Unit is redeemed after three years.
If a
Creation Unit is purchased or redeemed outside the usual process through the
National Securities Clearing Corporation or for cash, a variable fee of up to
four times the standard Creation or Redemption Transaction Fee may be charged to
the Authorized Participant making the transaction.
The
creation fee, redemption fee and variable fee are not expenses of the Fund and
do not impact the Fund’s expense ratio.
Investment Advisory
Services
Investment
Adviser
Javelin
Investment Management, LLC (the “Adviser”) acts as the Fund’s investment adviser
pursuant to an investment advisory agreement with the Fund (the ‘‘Advisory
Agreement’’). The Adviser is a New Jersey limited liability company with its
principal offices located at 33 Witherspoon Street, Suite 210, Princeton, New
Jersey 08542. As of January 31, 2010, the Adviser
has $13.8 million in assets under management.
Pursuant to the Advisory Agreement, the Adviser manages the investment and
reinvestment of the Fund’s assets and administers the affairs of the Fund to the
extent requested by the Board of Trustees (the
“Board”).
Pursuant
to the Advisory Agreement, the Fund pays the Adviser a unitary management fee
for the services and facilities it provides payable on a monthly basis at the
annual rate of 0.58% of the Fund’s average daily net
assets.
From the
unitary management fee, the Adviser pays substantially all expenses of the Fund,
including the cost of transfer agency, custody, fund administration, legal,
audit and other services, except for the fee payments under the Advisory
Agreement, interest expenses, brokerage commissions and other trading expenses
(such as stamp taxes), fees and expenses of the independent trustees, fees and
expenses of the Trust’s chief compliance officer, taxes and other extraordinary
costs such as litigation and other expenses not incurred in the ordinary course
of business.
The Adviser has contractually agreed to waive its
management fee and/or pay certain operating expenses of the Fund to the extent
necessary to prevent the operating expenses of the Fund (excluding interest,
taxes, brokerage commissions and other expenses that are capitalized in
accordance with generally accepted accounting principles, and other
extraordinary costs such as litigation and other expenses not incurred in the
ordinary course of the Fund’s business) from exceeding 0.58% of average net assets per year, at least until April
30, 2011.
Sub-Adviser
Esposito Partners, LLC or Sub- Adviser, located at 300 Crescent
Court, Suite 650, Dallas, Texas 75201, is a Delaware limited liability company. Sub-Adviser acts as
investment sub-adviser to the Fund. Pursuant to separate Sub-Advisory Agreement
between the Adviser and the Sub-Adviser, the Sub-Adviser is responsible for the
day-to-day management of the Fund, subject to the supervision of the Adviser and
the Trust’s Board of Trustees. In this regard, the Sub-Adviser is responsible
for implementing the replication strategy for the Fund with regard to its Target Index and for general administration, compliance
and management services as may be agreed between the Adviser and Sub-Adviser
from time to time.
Pursuant
to the Sub-Advisory Agreement, the Adviser agrees to pay Sub-Adviser a fee in
accordance with the following schedule:
Assets
Under Management (AUM)
|
|
%
of AUM
|
$0
to $ 100, 000,000
|
|
.10
|
$100,000,000+
|
|
.05
|
The above fee is to be calculated on the total
combined Trust assets under management by the Sub-Adviser and subject to a
minimum relationship fee per year (computed quarterly) of $50,000 per fund under
management. The above fee is payable by the Adviser, and is not an obligation of
the Fund.
The Trust
and Adviser may in the future seek an exemptive order from the SEC or may rely
on an SEC rule that would permit the Adviser, subject to the supervision and
approval of the Board, to enter into and materially amend sub-advisory
agreements without such agreements being approved by the shareholders of the
Fund. In this event, the Trust and Adviser would have the right to terminate or
replace the Sub-Adviser without shareholder approval, including, without
limitation, the replacement or reinstatement of the Sub-Adviser if the
Sub-Advisory Agreement has automatically terminated as a result of an
assignment. There is currently no SEC rule that would permit the Adviser to
enter into and to materially amend sub-advisory agreements without shareholder
approval. At this time, the Fund has not requested any such exemptive order. If
the Fund were to request such an order from the SEC in the future that there is
no assurance that such an order would be granted.
A
discussion regarding the basis for the Board approval of the Investment
Management Agreement and Sub-Advisory Agreements will be available in the Fund's
annual report for the period ended December 31, 2009.
Portfolio
Managers and Members of the Investment Committee
The
Portfolio Manager s are responsible for various
functions related to portfolio management, including, but not limited to,
investing cash inflows, implementing investment strategy, researching and
reviewing investment strategy, and overseeing members of his or her portfolio
management team with more limited responsibilities.
The
Sub-Adviser takes a team approach to managing the Fund’s portfolio. The two
members of the team with the responsibility for the day-to-day management of the
Fund’s portfolios are: Kris Marca and Ben Deweese.
Kris
Marca has over five years of buy side experience at HBK Capital Management
(“HBK”), a multi-strategy hedge fund in Dallas. At HBK, Kris
worked on the Equity Derivatives Desk in a middle office capacity where his
responsibilities included trade reporting & settlement in addition to
backing up traders by stepping into flow. He graduated from the
University of Texas at Austin with a degree in Biology and a minor in
Business. He proceeded to obtain an MBA in 2003 from Texas Christian
University in Fort Worth. Kris is currently enrolled in the CFA
program as a Level 3 candidate.
Ben
Deweese has been in the securities business for 7 years. Prior to
joining the Sub-Advisor in August 2007, he served as a Securities Operations
Analyst for Bank of America’s Global Wealth and Investment Management
Group. During his time with Bank of America, Benn worked within their
Mutual Fund Trading and Corporate Actions departments. Ben attended
the University of Texas at Austin, where he graduated from in 2002 with a
Bachelors degree in Government and a minor in Business. He currently
holds series 7, 55, 63 and 65 securities registrations.
The
Statement of Additional Information (“SAI”) has more
detailed information about the Portfolio Managers’
compensation, other accounts managed by the Portfolio
Managers and the Portfolio Managers’
ownership of securities of the Fund.
Shares of
the Fund trade on exchanges and elsewhere during the trading day. Shares can be
bought and sold throughout the trading day like other shares of publicly traded
securities. There is no minimum investment for purchases made on an exchange.
When buying or selling shares through a broker, you will incur customary
brokerage commissions and charges. In addition, you will also incur the cost of
the “spread,” which is the difference between what professional investors are
willing to pay for Fund shares (the “bid” price) and the price at which they are
willing to sell Fund shares (the “ask” price). The commission is frequently a
fixed amount and may be a significant proportional cost for investors seeking to
buy or sell small amounts of shares. The spread with respect to shares of the
Fund varies over time based on the Fund’s trading volume and market liquidity,
and is generally lower if the Fund has a lot of trading volume and market
liquidity and higher if the Fund has little trading volume and market liquidity.
Because of the costs of buying and selling Fund shares, frequent trading may
reduce investment return.
Shares of
the Fund may be acquired or redeemed directly from the Fund only in Creation
Units or multiples thereof. The Fund is listed on the NYSE Arca
™
, which is open for trading
Monday through Friday and is closed on weekends and the following holidays, as
observed: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day.
In order
to purchase Creation Units of the Fund, an investor must generally deposit a
designated portfolio of equity securities constituting a substantial
replication, or a representation, of the stocks included in the Target Index (the ‘‘Deposit Securities’’) and generally
makes a small cash payment referred to as the ‘‘Cash Component.’’ The list of
the names and the numbers of shares of the Deposit Securities is made available
by the Fund’s custodian through the facilities of the National Securities
Clearing Corporation, commonly referred to as NSCC, immediately prior to the
opening of business each day that the NYSE Arca
™
is open for business. The Cash
Component represents the difference between the net asset value of a Creation
Unit and the market value of the Deposit Securities.
Orders
must be placed in proper form by or through an Authorized Participant, which
must be either (i) a ‘‘Participating Party’’
i.e.
, a broker-dealer or
other participant in the Clearing Process of the Continuous Net Settlement
System of the NSCC (the ‘‘Clearing Process’’) or (ii) a participant of The
Depository Trust Company (‘‘DTC Participant’’) that, in either case, has entered
into an agreement with the Trust, the distributor and the transfer agent, with
respect to purchases and redemptions of Creation Units. All standard orders must
be placed for one or more whole Creation Units of Shares of the Fund and must be
received by the distributor in proper form no later than the close of regular
trading on the NYSE Arca™ (normally 4:00 p.m. Eastern time) (“Closing Time”) in
order to receive that day’s closing NAV per Share. In the case of custom orders,
as further described in the SAI, the order generally
must be received by the distributor no later than one hour prior to Closing Time
in order to receive that day’s closing NAV per Share. A custom order may be
placed by an Authorized Participant in the event that the Trust permits or
requires the substitution of an amount of cash to be added to the Cash Component
to replace any Deposit Security which may not be available in sufficient
quantity for delivery or which may not be eligible for trading by such
Authorized Participant or the investor for which it is acting or other similar
reasons. See ‘‘Purchase of Creation Units ’’ in the SAI.
A fixed
creation transaction fee of $1,500 per transaction (assuming 100 or fewer stocks
in each Creation Unit) (the ‘‘Creation Transaction Fee’’) is applicable to each
transaction regardless of the number of Creation Units purchased in the
transaction. An additional charge of up to four times the Creation Transaction
Fee may be imposed with respect to transactions effected outside of the Clearing
Process (through a DTC Participant) or to the extent that cash is used in lieu
of securities to purchase Creation Units. See ‘‘Purchase of Creation Units’’ in the SAI. The price for each Creation Unit will equal the daily
NAV per Share times the number of Shares in a Creation Unit plus the fees
described above and, if applicable, any transfer taxes.
Shares of
the Fund may be issued in advance of receipt of all Deposit Securities subject
to various conditions, including a requirement to maintain on deposit with the
Trust cash at least equal to 115% of the market value of the missing Deposit
Securities. Any such transaction effected must be effected outside the Clearing
Process. See ‘‘Purchase of Creation Units’’ in the
SAI.
Shares
may be redeemed only in Creation Units at their NAV and only on a day the NYSE
Arca
™
is open for
business. The Fund’s custodian makes available immediately prior to the opening
of business each day of the NYSE Arca
™
, through the facilities of the
NSCC, the list of the names and the numbers of shares of the Fund’s portfolio
securities that will be applicable that day to redemption requests in proper
form (‘‘Fund Securities’’). Fund Securities received on redemption may not be
identical to the Deposit Securities that are applicable to purchases of Creation
Units. Unless cash redemptions are available or specified for the Fund, the
redemption proceeds consist of the Fund Securities, plus cash in an amount equal
to the difference between the NAV of shares being redeemed as next determined
after receipt of a redemption request in proper form, and the value of the Fund
Securities (the ‘‘Cash Redemption Amount’’), less the applicable redemption fee
and, if applicable, any transfer taxes. Should the Fund Securities have a value
greater than the NAV of shares being redeemed, a compensating cash payment to
the Trust equal to the differential, plus the applicable redemption fee and, if
applicable, any transfer taxes will be required to be arranged for by or on
behalf of the redeeming shareholder.
An order
to redeem Creation Units of the Fund may only be effected by or through an
Authorized Participant. An order to redeem must be placed for one or more whole
Creation Units and must be received by the distributor in proper form no later
than the close of regular trading on the NYSE Arca
™
(normally
4:00 p.m. Eastern time) in order to receive that day’s closing NAV per Share. In
the case of custom orders, as further described in
“Redemption of Creation Units” in the SAI,
the order must be received by the distributor no later than 3:00 p.m. Eastern
time.
A fixed
redemption transaction fee of $1,500 per transaction (assuming 100 or fewer
stocks in each Creation Unit) (the ‘‘Redemption Transaction Fee’’) is applicable
to each redemption transaction regardless of the number of Creation Units
redeemed in the transaction. An additional charge of up to four times the
Redemption Transaction Fee may be charged to approximate additional expenses
incurred by the Trust with respect to redemptions effected outside of the
Clearing Process or to the extent that redemptions are for cash. The Fund
reserves the right to effect redemptions in cash. A shareholder may request a
cash redemption in lieu of securities; however, in which case the Fund may, in
its discretion, reject any such request.
Frequent
Trading
The
Trust’s Board of Trustees has adopted a policy of not monitoring for frequent
purchases and redemptions of Fund shares (“frequent trading”), including
frequent trading that attempts to take advantage of potential arbitrage
opportunities presented by changes in the value of the Fund’s portfolio
securities during the time period between the close of the primary markets for
such portfolio securities and the reflection of those changes in the Fund’s NAV.
The Fund sells and redeems Creation Units primarily on an in-kind basis, making
it more difficult to take advantage of changes in the value of portfolio
securities that may not be reflected in the Fund's NAV. Furthermore, the Fund’s
fair valuation process for foreign securities may have a tendency to reduce or
eliminate potential arbitrage opportunities. Frequent trading of Fund shares in
the secondary market will not directly affect the Fund’s cash flows, and
therefore will have little potential to affect the ongoing management of the
Fund or its ability to track the performance of its Target
Index.
Shares
are held in book-entry form, which means that no stock certificates are issued.
The Depository Trust Company (‘‘DTC’’) or its nominee is the record owner of all
outstanding shares of the Fund and is recognized as the owner of all Shares for
all purposes.
Investors
owning shares are beneficial owners as shown on the records of DTC or its
participants. DTC serves as the securities depository for all shares.
Participants in DTC include securities brokers and dealers, banks, trust
companies, clearing corporations and other institutions that directly or
indirectly maintain a custodial relationship with DTC. As a beneficial owner of
shares, you are not entitled to receive physical delivery of stock certificates
or to have shares registered in your name, and you are not considered a
registered owner of Fund shares. Therefore, to exercise any right as an owner of
shares, you must rely upon the procedures of DTC and its participants. These
procedures are the same as those that apply to any other stocks that you may
hold in book entry or ‘‘street name’’ form.
The
Adviser will not have any record of your ownership. Your account information
will be maintained by your broker, which will provide you with account
statements, confirmations of your purchases and sales of Fund shares, and tax
information. Your broker also will be responsible for distributing income and
capital gains distributions and for ensuring that you receive shareholder
reports and other communications from the fund whose Fund shares you own. You
will receive other services (
e.g.
, dividend reinvestment
and average cost information) only if your broker offers these
services.
Certain
Legal Risks
Because
Fund shares may be issued on an ongoing basis, a “distribution” of Fund shares
could be occurring at any time. Certain activities performed by a dealer could,
depending on the circumstances, result in the dealer being deemed a participant
in the distribution, in a manner that could render it a statutory underwriter
and subject it to the prospectus delivery and liability provisions of the
Securities Act of 1933 ( the “Securities Act”). For
example, a dealer could be deemed a statutory underwriter if it purchases
Creation Units from the issuing Fund, breaks them down into the constituent Fund
shares, and sells those shares directly to customers, or if it chooses to couple
the creation of a supply of new Fund shares with an active selling effort
involving solicitation of secondary-market demand for Fund shares. Whether a
person is an underwriter depends upon all of the facts and circumstances
pertaining to that person’s activities, and the examples mentioned here should
not be considered a complete description of all the activities that could cause
a dealer to be deemed an underwriter.
Dealers
who are not “underwriters” but are participating in a distribution (as opposed
to engaging in ordinary secondary-market transactions), and thus dealing with
Fund shares as part of an “unsold allotment” within the meaning of Section
4(3)(C) of the Securities Act, will be unable to take advantage of the
prospectus delivery exemption provided by Section 4(3) of the Securities
Act.
Fund
shares are issued by a registered investment company, and the acquisition of
such shares by other investment companies is subject to the restrictions of
Section 12(d)(1) of the Investment Company Act of 1940, except as permitted by
an SEC exemptive order granted to the Fund that allows registered investment
companies to invest in Fund shares beyond the limits of Section 12(d)(1),
subject to certain terms and conditions.
The
Adviser reserves the right to reject any purchase request at any time, for any
reason, and without notice. The Fund can stop offering Creation Units at any
time, and may postpone payment of redemption proceeds at times when NYSE Arca™
is closed or under any emergency circumstances as determined by the Securities
and Exchange Commission.
Pricing Fund Shares
The NAV
of the Fund’s shares is calculated each business day as of the close of regular
trading on the NYSE Arca
™
,
generally 4:00 p.m., Eastern Time. NAV per share is computed by dividing the net
assets by the number of shares outstanding.
The
trading prices of shares in the secondary market may differ in varying degrees
from their daily NAVs and can be affected by market forces such as supply and
demand, economic conditions and other factors.
The
approximate value of shares of the Fund, known as the “indicative optimized
portfolio value” (“IOPV”), will be disseminated every fifteen seconds throughout
the trading day by the NYSE Arca
™
or by other information
providers or market data vendors. The IOPV is based on the current market value
of the securities and cash required to be deposited in exchange for a Creation
Unit. The IOPV does not necessarily reflect the precise composition of the
current portfolio of securities held by the Fund at a particular point in time
nor the best possible valuation of the current portfolio. The IOPV should not be
viewed as a “real-time” update of the NAV because the IOPV may not be calculated
in the same manner as the NAV, which is computed once a day. The IOPV is
generally determined by using current market quotations and/or price quotations
obtained from broker-dealers that may trade in the portfolio securities held by
the Fund. The quotations of certain Fund holdings may not be updated during U.S.
trading hours if such holdings do not trade in the U.S. The Fund is not involved
in, or responsible for, the calculation or dissemination of the IOPV and make no
warranty as to its accuracy.
Shares of
the Fund may trade in the secondary market on days when the Fund does not accept
orders to purchase or redeem shares. On such days, shares may trade in the
secondary market with more significant premiums or discounts than might
otherwise be experienced on days when the Fund accepts purchase and redemption
orders.
If you
buy or sell Fund shares on the secondary market, you will pay or receive the
market price, which may be higher or lower than NAV. Your transaction will be
priced at NAV only if you purchase or redeem your Fund shares in Creation
Units.
When
calculating the NAV of the Fund’s shares, stocks held by the Fund are valued at
their market value when reliable market quotations are readily available. When
reliable market quotations are not readily available, securities are priced at
their fair value, which is the price a security’s owner might reasonably expect
to receive upon its sale. The Fund also may use fair-value pricing if the value
of a security it holds has been materially affected by events occurring before
the Fund’s pricing time but after the close of the primary markets or exchanges
on which the security is traded. Valuing the Fund’s investments using fair value
pricing will result in using prices for those investments that may differ from
current market valuations. The Trust’s Board of Trustees has delegated to the
Adviser and Sub-Adviser the authority to use fair value prices. Certain market
valuations could result in a difference between the prices used to calculate the
Fund’s net asset value and the prices used by the Fund’s Target Index, which, in turn, could result in a difference
between the Fund’s performance and the performance of the Fund’s Target Index .
Premium/Discount
Information
Information
regarding how often the shares of the Fund traded on NYSE Arca
™
at a price above (
i.e.
, at a premium) or below
(
i.e.
, at a discount)
the NAV of the Fund during the most recently completed calendar year and the
most recently completed calendar quarters since that year can be found at
www.jetsetfs.com
. As
of the date of this Prospectus, the Premium/Discount Information of the Fund is
not available because the Fund has not commenced its investment
operations.
Portfolio Holdings
Information
The Fund
publicly disseminates its full portfolio holdings each month the Fund is open
for business through its internet web site at
www.jetsetfs.com
.
The Fund may temporarily suspend daily disclosure of fund holdings if the
Adviser deems such action in the interest of the shareholders. The Fund also may
terminate or modify this policy at any time without further notice to
shareholders. In addition, the Deposit Securities and Fund Securities that
should be delivered in exchange for purchases and redemptions of Creation Units
are publicly disseminated daily prior to the open of the NYSE Arca
™
via the NSCC. A description of
the Fund’s policies and procedures with respect to the disclosure of the Fund’s
portfolio securities is available in the SAI.
Dividends and
Distributions
Fund
shareholders are entitled to their share of the Fund’s income and net realized
gains on its investments. The Fund pays out substantially all of its net
earnings to its shareholders as ‘‘distributions.’’
The Fund
typically earns income dividends from stocks. These amounts, net of expenses,
are passed along to Fund shareholders as “ income
dividend distributions ”. The Fund realizes capital
gains or losses whenever it sells securities. Net long-term capital gains are
distributed to shareholders as “ capital gain
distributions ”. Fund distributions are expected to
consist primarily of capital gain distributions, although income dividend
distributions will also be made.
Income
dividends, if any, are distributed to shareholders annually. Net capital gains
are distributed at least annually. Dividends may be declared and paid more
frequently to improve Target Index tracking or to
comply with the distribution requirements of the Internal Revenue Code. In
addition, the Fund intends to distribute at least annually amounts representing
the full dividend yield net of expenses on the underlying investment securities
as if the Fund owned the underlying investment securities for the entire
dividend period. As a result, some portion of each distribution may result in a
return of capital. Fund shareholders will be notified regarding the portion of
the distribution that represents a return of capital.
Distributions
in cash may be reinvested automatically in additional shares only if the broker
through which the shares were purchased makes such option
available.
Brokers
may make available to their customers who own Fund shares the DTC book-entry
dividend reinvestment service. If this service is available and used, dividend
distributions of both income and capital gains will automatically be reinvested
in additional whole and fractional Fund shares of the same Fund. Without this
service, investors would receive their distributions in cash. In order to
achieve the maximum total return on their investments, investors are encouraged
to use the dividend reinvestment service. To determine whether the dividend
reinvestment service is available and whether there is a commission or other
charge for using this service, consult your broker. Brokers may require Fund
shareholders to adhere to specific procedures and timetables. If this service is
available and used, dividend distributions of both income and realized gains
will be automatically reinvested in additional whole shares of the same Fund
purchased in the secondary market. Fund distributions of income and realized
gains are taxable to you whether paid in cash or reinvested in Fund
shares.
As with
any investment, you should consider how your investment in shares of the Fund
will be taxed. The tax information in this Prospectus is provided as general
information. You should consult your own tax professional about the tax
consequences of an investment in shares of the Fund.
Unless
your investment in shares is made through a tax-exempt entity or tax-deferred
retirement account, such as an IRA plan, you need to be aware of the possible
tax consequences when the Fund makes distributions and when you sell your shares
of the Fund.
Taxes
on Distributions
Distributions
from the Fund’s net investment income (other than qualified dividend income),
including distributions out of the Fund’s net short-term capital gains, if any,
and distributions of income from securities lending, are taxable to you as
ordinary income. Distributions by the Fund of net long-term capital gains in
excess of net short-term capital losses (capital gain dividends) are taxable to
you as long-term capital gains, regardless of how long you have held the Fund’s
shares. Under current law, distributions by the Fund that qualify as qualified
dividend income are taxable to you at long-term capital gain rates. In order for
a distribution by the Fund to be treated as qualified dividend income, the Fund
itself must receive qualified dividend income from U.S. corporations and certain
qualified foreign corporations, the Fund must meet holding period and other
requirements with respect to its dividend paying stocks and you must meet
holding period requirements and other requirements with respect to the Fund’s
shares. In general, your distributions are subject to federal income tax for the
year when they are paid. Certain distributions paid in January, however, may be
treated as paid on December 31 of the prior year.
If you
are a resident or a citizen of the United States, by law, back-up withholding
will apply to your distributions and proceeds if you have not provided a
taxpayer identification number or social security number and made other required
certifications or if otherwise required by the Internal Revenue
Service.
Taxes
on Exchange-Listed Shares Sales
Currently,
any capital gain or loss realized upon a sale of Shares is generally treated as
long-term capital gain or loss if the Shares have been held for more than one
year and as short-term capital gain or loss if the shares have been held for one
year or less. The ability to deduct capital losses may be limited.
Taxes
on Purchase and Redemption of Creation Units
An
authorized purchaser who exchanges equity 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
exchanger’s aggregate basis in the securities surrendered and the Cash Component
paid. A person who exchanges Creation Units for equity securities will generally
recognize a gain or loss equal to the difference between the exchanger’s basis
in the Creation Units and the aggregate market value of the securities received
and the Cash Redemption Amount. The Internal Revenue Service, however, may
assert that a loss realized upon an exchange of securities for Creation Units
cannot be deducted under the rules governing “wash sales” on the basis that
there has been no significant change in economic position. Persons exchanging
securities should consult their own tax advisor with respect to whether the wash
sale rules apply and when a loss might be deductible.
Under
current federal tax laws, any capital gain or loss realized upon redemption of
Creation Units is generally treated as long-term capital gain or loss if the
shares have been held for more than one year and as a short-term capital gain or
loss if the Shares have been held for one year or less.
If you
purchase or redeem Creation Units, you will be sent a confirmation statement
showing how many and at what price you purchased or sold Shares.
The
foregoing discussion summarizes some of the possible consequences under current
federal tax law of an investment in the Fund. It is not a substitute for
personal tax advice. You may also be subject to state and local taxation on Fund
distributions and sales of Fund shares. You are advised to consult your personal
tax advisor about the potential tax consequences of an investment in Fund shares
under all applicable tax laws.
Trademark
Notice/Disclaimer
“Dow
Jones
®
” and
“Dow Jones U.S. Contrarian Opportunities Index
SM
” are
service marks of Dow Jones & Company, Inc. and have been licensed for use by
the Adviser.
The
JETS
SM
Contrarian Opportunities Index Fund are not sponsored, endorsed, sold or
promoted by Dow Jones. Dow Jones makes no representation or warranty, express or
implied, to the owners of the JETS
SM
Contrarian Opportunities Index Fund or any member of the public regarding the
advisability of investing in securities generally or in the JETS
SM
Contrarian Opportunities Index Fund particularly. Dow Jones only relationship to
Javelin Investment Management, LLC, the licensee, is licensing certain
trademarks, trade names and service marks of Dow Jones and of the Dow Jones U.S.
Contrarian Opportunities Index
SM
,
which is determined, composed and calculated by Dow Jones without regard to
Javelin Investment Management, LLC or the JETS
SM
Contrarian Opportunities Index Fund. Dow Jones has no obligation to take the
needs of Javelin Investment Management, LLC or the owners of the JETS
SM
Contrarian Opportunities Index Fund into consideration in determining, composing
or calculating the Dow Jones U.S. Contrarian Opportunities Index
SM
. Dow
Jones is not responsible for and has not participated in the determination of
the timing of, prices at, or quantities of the JETS
SM
Contrarian Opportunities Index Fund to be issued or in the determination or
calculation of the equation by which the JETS
SM
Contrarian Opportunities Index Fund are to be converted into cash. Dow Jones has
no obligation or liability in connection with the administration, marketing or
trading of the JETS
SM
Contrarian Opportunities Index Fund.
DOW JONES
DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE DOW JONES U.S.
CONTRARIAN OPPORTUNITIES INDEX
SM
OR
ANY DATA INCLUDED THEREIN AND DOW JONES SHALL HAVE NO LIABILITY FOR ANY ERRORS,
OMISSIONS, OR INTERRUPTIONS THEREIN. DOW JONES MAKES NO WARRANTY, EXPRESS OR
IMPLIED, AS TO RESULTS TO BE OBTAINED BY JAVELIN INVESTMENT MANAGEMENT, LLC,
OWNERS OF THE JETS
SM
CONTRARIAN OPPORTUNITIES INDEX FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE
OF THE DOW JONES U.S. CONTRARIAN OPPORTUNITIES INDEX
SM
OR
ANY DATA INCLUDED THEREIN. DOW JONES MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND
EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OR USE WITH RESPECT TO THE DOW JONES U.S. CONTRARIAN
OPPORTUNITIES INDEX
SM
OR
ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT
SHALL DOW JONES HAVE ANY LIABILITY FOR ANY LOST PROFITS OR INDIRECT, PUNITIVE,
SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSSES, EVEN IF NOTIFIED OF THE POSSIBILITY
THEREOF. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR
ARRANGEMENTS BETWEEN DOW JONES AND JAVELIN INVESTMENT MANAGEMENT,
LLC.
Distributor
Foreside
Fund Services, LLC (the “Distributor”) is the principal underwriter and
distributor of the Fund’s shares. The Distributor will not distribute shares in
less than whole Creation Units, and it does not maintain a secondary market in
the shares. The Distributor is a broker-dealer registered under the Exchange Act
and a member of the Financial Industry Regulatory Authority, Inc. The
Distributor is not affiliated with the Adviser, BBH or their
affiliates.
Administrator,
Transfer Agent and Custodian
Brown
Brothers Harriman & Co. (“BBH”) serves as the administrator and transfer
agent of the Fund and as custodian of the Fund’s investments. BBH’s principle
address is 40 Water Street, Boston, MA 02109-3661.
Compliance
Support
Foreside
Compliance Services, LLC (“FCS”), an affiliate of the Distributor, provides a
Chief Compliance Officer as well as certain additional compliance support
functions to the Fund. FCS is not affiliated with the Adviser, BBH or their
affiliates.
No
financial information is available for the Fund because it had not commenced
operations prior to the date of this Prospectus.
JETS
SM
Exchange-Traded Funds
You can
find more information about the Fund in the following documents:
Statement of Additional
Information:
The SAI of the Fund provides more detailed information about
the investments and techniques of the Fund and certain other additional
information. A current SAI is on file with the SEC and is herein incorporated by
reference into this Prospectus. It is legally a part of the
Prospectus.
Annual and Semi-Annual Reports:
Additional information about the Fund’s investments will be available in
the Fund’s annual and semi-annual reports to shareholders. In the Fund’s annual
reports, you will find a discussion of market conditions and investment
strategies that significantly affected the Fund’s performance during its last
fiscal year.
You can
obtain free copies of these documents, request other information, or make
generally inquires about the Fund by contacting the Fund at:
JETS
SM
Exchange-Traded Funds
c/o
Foreside Fund Services, LLC
Three
Canal Plaza,
Portland,
Maine 04101
www.jetsetfs.com
You can
review and copy information including the Fund’s reports and SAI at the Public
Reference Room of the Securities and Exchange Commission, 100 F Street, N.E.
Washington, D.C. 20549-0102. You can obtain information on the operation of the
Public Reference Room by calling (202) 551-8090. Shareholder Reports and other
information about the Fund are also available:
|
·
|
Free
of charge from the Fund’s website at
www.jetsetfs.com;
|
|
·
|
Free
of charge from the Commission’s EDGAR database on the Commission’s
Internet website at
http://www.sec.gov.;
|
|
·
|
For
a fee, by writing to the Public Reference Room of the Commission,
Washington, DC 20549-0102; or
|
|
·
|
For
a fee, by email request to
publicinfo@sec.gov.
|
(1940 Act
File Number 811-22125)
STATEMENT
OF ADDITIONAL INFORMATION
April 5, 2010
JETS
SM
Exchange-Traded Funds
JETS
SM
Contrarian Opportunities Index
Fund
33
Witherspoon Street, Suite 210
Princeton,
NJ 08542
(866)
528-0029
This SAI
is not a prospectus. It should be read in conjunction with the current
Prospectus dated April 5, 2010, of the JETS
SM
Contrarian Opportunities Index Fund, a series of Javelin Exchange-Traded
Trust (the “Prospectus”), as the Prospectus may be revised from time to time. A copy of
the Prospectus is available by calling the number listed above, by calling, toll
free, (866) 528-0029, visiting
www.jetsetfs.com
or
writing to JETS
SM
Exchange-Traded Funds, c/o Foreside Fund Services, LLC, Three Canal Plaza, Suite
100, Portland, Maine 04101.
TABLE
OF CONTENTS
The Trust
|
|
|
1
|
|
Investment
Objective, Strategies and Risks
|
|
|
1
|
|
Fundamental Policies
and Investment Restrictions
|
|
|
3
|
|
Portfolio
Turnover
|
|
|
4
|
|
Information About
the Shares
|
|
|
4
|
|
Additional
Information About the Target Index and the Index
Administrator
|
|
|
11
|
|
Portfolio Holdings
Information
|
|
|
13
|
|
Trustees and
Executive Officers
|
|
|
14
|
|
Proxy Voting
Policies and Procedures
|
|
|
17
|
|
Control Persons,
Principal Shareholders and Management Ownership
|
|
|
17
|
|
Investment Adviser
and Sub-Adviser
|
|
|
18
|
|
Distributor
|
|
|
20
|
|
Other Service
Providers
|
|
|
20
|
|
Complaince Service Provider
|
|
|
21
|
|
Execution of
Portfolio Transactions and Brokerage
|
|
|
21
|
|
Determination of
Share Price
|
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Distributions and Tax Information
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License Grant
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25
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Financial
Statements
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THE
TRUST
Javelin
Exchange-Traded Trust (the “Trust”) is a Delaware statutory trust that was
organized on July 18, 2007 and is registered with the Securities and Exchange
Commission (“SEC”) as an open-end management investment company. The Trust’s
Agreement and Declaration of Trust (the “Trust Instrument”) permits the Trust’s
Board of Trustees (the “Board”) to issue an unlimited number of full and
fractional Javelin Exchange Traded Shares (“JETS
SM
” or
“shares”) of beneficial interest, without par value, which may be issued in any
number of series. The Board may from time-to-time issue other series, the assets
and liabilities of which will be separate and distinct from any other series.
The Trust currently consists of JETS
SM
Contrarian Opportunities Index Fund (the “Fund”) and JETS
SM
Dow
Jones Islamic Market International Index Fund, each a single series that
represents a separate investment portfolio.
The Fund
is advised by Javelin Investment Management, LLC (the “Adviser”) and sub-advised
by Esposito Partners, LLC (the
“Sub-Adviser”).
The Trust
Instrument also provides for indemnification and reimbursement of expenses out
of the Fund’s assets for any shareholder held personally liable for obligations
of the Fund or Trust. The Trust Instrument provides that the Trust shall, upon
request, assume the defense of any claim made against any shareholder for any
act or obligation of the Fund or Trust and satisfy any judgment thereon. All
such rights are limited to the assets of the Fund. The Trust Instrument further
provides that the Trust may maintain appropriate insurance (for example,
fidelity bonding and errors and omissions insurance) for the protection of the
Trust, its shareholders, trustees, officers, employees and agents to cover
possible tort and other liabilities. Furthermore, the activities of the Trust as
an investment company would not likely give rise to liabilities in excess of the
Trust’s total assets. Thus, the risk of a shareholder incurring financial loss
on account of shareholder liability is limited to circumstances in which both
inadequate insurance exists and the Fund itself is unable to meet its
obligations.
INVESTMENT
OBJECTIVE, STRATEGIES AND RISKS
The
Fund’s investment objective and principal investment strategies and risks are
set forth in the Prospectus. The following information supplements the
information contained in the Prospectus. In addition to the Fund’s principal
investment strategies, the Fund may, from time to time, use certain other
strategies or engage in certain other investment practices that are not
principal strategies. Some of these strategies and practices, and their
associated risks, are described below.
Limitations
and restrictions on the level of investment in securities that are discussed in
the Prospectus or in this Statement of Additional Information (“SAI”) and that are expressed in terms of percentage
limitations are measured at the time of investment, unless specifically
indicated otherwise. Changes in market values, net assets, or other
circumstances that cause a percentage limitation to be exceeded will not
necessarily require that any security be sold.
The
investment objective of the Fund is to seek performance results that, before
fees and expenses, correspond generally to the performance of a benchmark index
that measures the investment return of a contrarian investment
strategy.
The Fund
is diversified as defined in the Investment Company Act of
1940, as amended (the “1940 Act”). Under applicable federal laws, the
diversification of a mutual fund’s holdings is measured at the time the Fund
purchases a security.
Equity
Securities
All
investments in equity securities are subject to market risks that may cause
their prices to fluctuate over time. Historically, the equity markets have moved
in cycles and the value of the equity securities may fluctuate substantially
from day to day. Owning an equity security can also subject the Fund to the risk
that the issuer may discontinue paying dividends.
To the
extent the Fund invests in the equity securities of small or mid-sized
companies, it will be exposed to the risks of smaller sized companies. Small and
mid-sized companies may have narrower markets for their goods and/or services
and may have more limited managerial and financial resources than larger, more
established companies. Furthermore, such companies may have limited product
lines, or services, markets, or financial resources or may be dependent on a
small management group.
In
addition, because these stocks may not be well-known to the investing public, do
not have significant institutional ownership and are typically followed by fewer
security analysts, there will normally be less publicly available information
concerning these securities compared to what is available for the securities of
larger companies. Adverse publicity and investor perceptions, whether based on
fundamental analysis, can decrease the value and liquidity of securities held by
the Fund. As a result, its performance can be more volatile and they face
greater risk of business failure, which could increase the volatility of the
Fund’s portfolio.
Common
Stock
A common
stock represents a proportionate share of the ownership of a company and its
value is based on the success of the company’s business, any income paid to
stockholders, the value of its assets, and general market conditions. In
addition to the general risks set forth above, investments in common stocks are
subject to the risk that in the event a company in which the fund invests is
liquidated, the holders of preferred stock and creditors of that company will be
paid in full before any payments are made to the Fund as a holder of common
stock. It is possible that all assets of that company will be exhausted before
any payments are made to the Fund.
Illiquid
Securities
Illiquid
securities may include securities subject to contractual or legal restrictions
on resale because they have not been registered under the Securities Act of
1933, as amended (the “Securities Act”), and securities which are otherwise not
readily marketable. Securities which have not been registered under the
Securities Act are referred to as private placement or restricted securities and
are purchased directly from the issuer or in the secondary market. Restricted
and other illiquid securities may entail the potential for delays on resale and
uncertainty in valuation. The Fund may invest up to 15% of its net assets in
securities that are illiquid.
Indexes
and Index Sampling
There
exists the risk that stocks in the Target Index may
underperform stock market investments that track other markets, segments or
sectors. The Sub-Adviser does not actively manage the Fund and therefore does
not attempt to analyze, quantify or control the risks associated with investing
in stocks of companies in the Target
Index.
In
addition, there is the risk that the Fund will not provide investment
performance tracking the Target Index. The Fund’s
return may not match the return of the Target Index
for a number of reasons. For example, the Fund incurs a number of operating
expenses not applicable to the Target Index, and
incurs costs in buying and selling securities, especially when rebalancing the
Fund’s securities holdings to reflect changes in the composition of the Target Index. Since the Target
Index components may change on a quarterly basis, the Fund’s costs
associated with rebalancing may be greater than those incurred by other
exchange-traded funds that track indices whose composition changes less
frequently. In addition, if the Fund employs a
representative
sampling strategy, the stocks held by the
Fund may provide performance that differs significantly from the aggregate
performance of all of the stocks that compose the Target
Index.
Other
Investment Companies
The Fund
may pursue its investment objective by investing in shares of other open-end
investment companies, except for certain types of investment companies including
money market funds. The Fund currently intends to limit its investments in
accordance with the 1940 Act, or with certain terms and conditions of applicable
exemptive orders issued by the SEC and approved by the Board. This prohibition
may prevent the Fund from allocating its investments in the manner the
Sub-Adviser considers optimal.
As a
shareholder of another investment company, the Fund bears its pro rata portion
of the other investment company’s expenses, including advisory fees, and such
fees and other expenses will be borne indirectly by the Fund’s shareholders.
These expenses would be in addition to the advisory and other expenses that the
Fund bears directly in connection with its own operations.
The
shares of the Fund are listed on the New York Stock Exchange Arca
™
, Inc. (“NYSE Arca
™
”) and can be bought and sold
in the secondary market at market prices. Although it is expected that the
market price of the Fund shares typically will approximate its NAV, there may be
times when the market price and the NAV differ significantly. Thus, an investor
may pay more than NAV when buying Fund shares on the secondary market, and may
receive less than NAV when selling Fund shares.
Small-
and Mid-Capitalization Stocks
Historically,
these stocks have been more volatile in price than the large-capitalization
stocks. The value of securities of smaller, less well-known issuers can be more
volatile than that of larger issuers and can react differently to issuer,
political, market, and economic developments than the market as a whole and
other types of stocks. Smaller issuers can have more limited product lines,
markets, and financial resources. The types of companies in which the fund may
invest include companies experiencing positive fundamental change, such as a new
management team or product launch, a significant cost-cutting initiative, a
merger or acquisition, or a reduction in industry capacity that should lead to
improved pricing; companies whose earnings potential has increased or is
expected to increase more than generally perceived; and companies that have
enjoyed recent market popularity but which appear to have temporarily fallen out
of favor for reasons that are considered non-recurring or
short-term.
Trading
Halts Risk
A risk
exists that trading of the Fund shares on the NYSE Arca
™
may be halted if NYSE
Arca
™
officials deem such
action appropriate in the interest of a fair and orderly market or to protect
investors, if the Fund shares are delisted from the NYSE Arca
™
or if the activation of
market-wide “circuit breakers” halts stock trading generally. If trading is
halted, investors may not be able to dispose of Fund shares that they
own.
FUNDAMENTAL
POLICIES AND INVESTMENT RESTRICTIONS
The
following policies and investment restrictions have been adopted by the Trust on
behalf of the Fund and (unless otherwise noted) are fundamental and cannot be
changed without the affirmative vote of a majority of the Fund’s outstanding
voting securities as defined in the 1940 Act. The Fund may not:
|
1)
|
Make loans, except through (a)
the purchase of debt obligations in accordance with the Fund’s investment
objective and strategies, (b) repurchase agreements with banks, brokers,
dealers and other financial institutions, (c) loans of securities, and (d)
loans to affiliates of the Fund to the extent permitted by
law.
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2)
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Purchase or sell real estate or
real estate limited partnerships, but this restriction shall not prevent
the Fund from investing directly or indirectly in portfolio instruments
secured by real estate or interests therein or from acquiring securities
of real estate investment trusts or other issuers that deal in real
estate.
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3)
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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 (i) from purchasing
or selling options, futures contracts or other derivative instruments, or
(ii) from investing in securities or other instruments backed by physical
commodities).
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4)
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Act as underwriter of securities,
except as the Fund may be deemed to be an underwriter under the 1933 Act
in connection with the purchase and sale of portfolio instruments in
accordance with its investment objective and portfolio management
strategies.
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6)
|
Issue any senior security, except
as permitted under the 1940 Act, as amended and as interpreted, modified
or otherwise permitted by regulatory authority having jurisdiction, from
time to time.
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7)
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Concentrate its investments
(
i.e.,
invest 25% or more
of its total assets in the securities of a particular industry or group of industries), except that the Fund will
concentrate to approximately the same extent that its Target Index concentrates in the securities of such
particular industry or group of industries. For purposes of this
limitation, securities of the U.S. government (including its agencies and
instrumentalities), repurchase agreements collateralized by U.S.
government securities, and securities of state or municipal governments
and their political subdivisions are not considered to be issued by
members of any industry.
|
Notwithstanding
other fundamental investment restrictions (including, without limitation, those
restrictions relating to issuer diversification, industry concentration and
control), the Fund may purchase securities of other investment companies to the
full extent permitted under Section 12 or any other provision of the 1940 Act
(or any successor provision thereto) or under any regulation or order of the
SEC.
For the
purposes of Investment Restrictions Nos. 1 and 5 above, the Fund expects that it
would be required to file an exemptive application with the SEC and receive the
SEC’s approval of that application prior to entering into lending or borrowing
arrangements with affiliates although there can be no
assurance that such exemptive relief would be granted by the SEC. As of
the date of this Statement of Additional Statement, the Fund had not filed such
an exemptive application.
Except
with respect to illiquid securities, if a percentage restriction described in
the Prospectus or in this SAI is adhered to at the time of investment, a
subsequent increase or decrease in a percentage resulting from a change in the
values of assets will not constitute a violation of that
restriction.
As long
as the aforementioned investment restrictions are complied with, the Fund may
invest its remaining assets in money market instruments or funds which reinvest
exclusively in money market instruments, in stocks that are in the relevant
market but not the Target Index, and/or in
combinations of certain stock index futures contracts, options on such futures
contracts, stock options, stock index options, options on the Shares, and stock
index swaps and swaptions, each with a view towards providing the Fund with
exposure to the securities in the Target Index.
These investments may be made to invest uncommitted cash balances or, in limited
circumstances, to assist in meeting shareholder redemptions of Creation Units.
The Fund will not invest in money market instruments as part of a temporary
defensive strategy to protect against potential stock market
declines.
PORTFOLIO
TURNOVER
Because
the Fund seeks to match the performance of its Target
Index, portfolio securities may be sold without regard to the length of
time they have been held. Portfolio turnover rate is calculated by dividing (1)
the lesser of purchases or sales of portfolio securities for the fiscal year by
(2) the monthly average of the value of portfolio securities owned during the
fiscal year. A 100% turnover rate would occur if all the securities in the
Fund’s portfolio, with the exception of securities whose maturities at the time
of acquisition were one year or less, were sold and either repurchased or
replaced within one year. A high rate of portfolio turnover (100% or more)
generally leads to transactions costs and may result in a greater number of
taxable transactions. See “Execution of Portfolio Transactions and
Brokerage.”
INFORMATION
ABOUT THE SHARES
Shares or
“JETS” issued by the Fund have no preemptive, conversion, or subscription
rights. Shares issued and sold by the Fund are deemed to be validly issued,
fully paid and non-assessable by the Trust. Shareholders have equal and
exclusive rights as to dividends and distributions as declared by the Fund and
to the net assets of the Fund upon liquidation or dissolution. The Fund votes
separately on matters affecting only the Fund (
e.g.
, approval of the
Advisory Agreement); all series of the Trust will vote as a single class on
matters affecting all series jointly or the Trust as a whole (
e.g.
, election or removal of
Trustees). Voting rights are not cumulative, so that the holders of more than
50% of the shares voting in any election of Trustees can, if they so choose,
elect all of the Trustees. While the Trust is not required and does not intend
to hold annual meetings of shareholders, such meetings may be called by the
Board in its discretion, or upon demand by the holders of 10% or more of the
outstanding shares of the Trust, for the purpose of electing or removing
Trustees.
The Fund
offers and issues JETS or shares at net asset value only in aggregations of a
specified number of shares, generally in exchange for a basket of securities
included in the Target Index (currently, the Dow
Jones U.S. Contrarian Opportunities Index), together with the deposit of a
specified cash payment. Fund shares have been approved for listing and secondary
trading on the NYSE Arca
™
,
subject to notice of issuance. Fund shares will trade on the NYSE Arca
™
at market prices that may be
below, at, or above NAV. Fund shares are redeemable only in Creation Units, and,
generally, in exchange for portfolio securities and a specified cash payment.
Creation Units are aggregations of 50,000 shares. In the event of the
liquidation of the Fund, the Trust may lower the number of shares in a Creation
Unit.
The Trust
reserves the right to offer a "cash" option for creations and redemptions of
Fund shares, although it has no current intention of doing so. In addition, Fund
shares may be issued in advance of receipt of particular Deposit Securities
subject to various conditions including a requirement to maintain on deposit
with the Trust cash at least equal to 115% of the market value of the missing
Deposit Securities. See the "Placement of Creation Orders Outside Clearing
Process" section. In each instance of such cash creations or redemptions,
transaction fees may be imposed that will be higher than the transaction fees
associated with typical in-kind creations or redemptions. In all cases, such
fees will be limited in accordance with SEC requirements applicable to
management investment companies offering redeemable securities.
Purchase
of Creation Units
The Trust
issues and sells shares of the Fund only in Creation Unit Aggregations. The
Board reserves the right to declare a split or a consolidation in the number of
shares outstanding of any Fund of the Trust, and to make a corresponding change
in the number of shares constituting a Creation Unit, in the event that the per
share price in the secondary market rises (or declines) to an amount that falls
outside the range deemed desirable by the Board.
General.
The Trust issues and
sells shares of the Fund only in Creation Units on a continuous basis through
the Distributor, without a sales load, at the Fund’s NAV next determined after
receipt, on any Business Day (as defined herein), of an order in proper form. A
“Business Day” with respect to the Fund is any day on which the NYSE Arca
™
, the Fund’s listing exchange,
and the Fund’s Custodian is open for business. As of the date of this Statement
of Additional Information, NYSE Arca
™
observes the following
holidays, as observed: New Year’s Day, Martin Luther King, Jr. Day, Presidents’
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day
and Christmas Day.
Portfolio Deposit.
The
consideration for purchase of a Creation Unit of shares of the Fund generally
consists of the in-kind deposit of a designated portfolio of equity securities
and depositary receipts (the “Deposit Securities”) constituting an optimized
representation of the Fund’s Target Index and an
amount of cash in U.S. dollars computed as described below (the “Cash
Component”). Together, the Deposit Securities and the Cash Component constitute
the “Portfolio Deposit,” which represents the minimum initial and subsequent
investment amount for a Creation Unit of the Fund. The Cash Component is an
amount equal to the Balancing Amount. The “Balancing Amount” is an amount equal
to the difference between (x) the net asset value (per Creation Unit) of the
Fund and (y) the “Deposit Amount” which is the market value (per Creation Unit)
of the Deposit Securities. The Balancing Amount serves the function of
compensating for any differences between the net asset value per Creation Unit
and the Deposit Amount. If the Balancing Amount is a positive number (
i.e.
, the net asset value per
Creation Unit is more than the Deposit Amount), the Authorized Participant will
deliver the Balancing Amount. If the Balancing Amount is a negative number
(
i.e.
, the net asset
value per Creation Unit is less than the Deposit Amount), the Authorized
Participant will receive the Balancing Amount. Payment of any stamp duty or
other similar fees and expenses payable upon transfer of beneficial ownership of
the Deposit Securities shall be the sole responsibility of the Authorized
Participant that purchased the Creation Unit. The Authorized Participant shall
ensure that all Deposit Securities properly denote change in beneficial
ownership.
The
Adviser or its agent makes available through the National Securities Clearing
Corporation (“NSCC”) on each Business Day, prior to the opening of business on
the NYSE Arca
™
(currently
9:30 a.m., Eastern Time), the list of the names and the required number of
shares of each Deposit Security to be included in the current Portfolio Deposit
(based on information at the end of the previous Business Day) for the Fund.
Such Deposit Securities are used, subject to any adjustments as described below,
to purchases of Creation Units of the Fund until such time as the next-announced
Deposit Securities composition is made available.
The
identity and number of shares of the Deposit Securities required for a Portfolio
Deposit for the Fund changes pursuant to changes in the composition of the
Fund’s portfolio and as rebalancing adjustments and corporate action events are
reflected from time to time by the Adviser with a view to the investment
objective of the Fund. The composition of the Deposit Securities may also change
in response to adjustments to the weighting or composition of the securities
constituting the Target Index.
In
addition, the Trust reserves the right to permit or require the substitution of
an amount of cash (that is a “cash in lieu” amount) to be added to the Cash
Component to replace any Deposit Security which may not be available in
sufficient quantity for delivery or that may not be eligible for transfer
through the systems of DTC or the Clearing Process (discussed below) or for
other similar reasons. The Trust also reserves the right to permit or require a
“cash in lieu” amount where the delivery of Deposit Securities by the Authorized
Participant (as described below) would be restricted under the securities laws
or where delivery of Deposit Securities to the Authorized Participant would
result in the disposition of Deposit Securities by the Authorized Participant
becoming restricted under the securities laws, and in certain other situations.
The adjustments described above will reflect changes, known to the Adviser or
Sub-Adviser on the date of announcement to be in effect by the time of delivery
of the Portfolio Deposit, in the composition of the Target
Index, or resulting from stock splits and other corporate
actions.
In
addition to the list of names and numbers of securities constituting the current
Deposit Securities of a Portfolio Deposit, on each Business Day, the Cash
Component effective through and including the previous Business Day, per
outstanding Creation Unit of the Fund, will be made available.
Role of the Authorized Participant.
Creation Units of shares may be purchased only by or through a DTC
Participant that has entered into an Authorized Participant Agreement with the
Distributor (an “Authorized Participant”). Such Authorized Participant will
agree pursuant to the terms of such Authorized Participant Agreement on behalf
of itself or any investor on whose behalf it will act, as the case may be, to
certain conditions, including that such Authorized Participant will make
available in advance of each purchase of Creation Units an amount of cash
sufficient to pay the Cash Component, once the net asset value of a Creation
Unit is next determined after receipt of the purchase order in proper form,
together with the transaction fee described below. The Authorized Participant
may require the investor to enter into an agreement with such Authorized
Participant with respect to certain matters, including payment of the Cash
Component. Investors who are not Authorized Participants must make appropriate
arrangements with an Authorized Participant. Investors should be aware that
their particular broker may not be a DTC Participant or may not have executed an
Authorized Participant Agreement, and that therefore orders to purchase Creation
Units may have to be placed by the investor’s broker through an Authorized
Participant. As a result, purchase orders placed through an Authorized
Participant may result in additional charges to such investor. The Trust does
not expect to enter into an Authorized Participant Agreement with more than a
small number of DTC Participants that have international capabilities. A list of
the current Authorized Participants may be obtained from the
Distributor.
Purchase Order.
To initiate an
order for a Creation Unit of shares of the Fund, the Authorized Participant must
submit to the Distributor an irrevocable order to purchase shares of the Fund.
With respect to the Fund, the Distributor will notify the Adviser or Sub-Adviser
and the Custodian of such order. The Custodian will then provide such
information to the appropriate local sub-custodian(s). For the Fund, the
Custodian shall cause the appropriate local sub-custodian(s) of the Fund to
maintain an account into which the Authorized Participant shall deliver, on
behalf of itself or the party on whose behalf it is acting, the securities
included in the designated Portfolio Deposit (or the cash value of all or a part
of such securities, in the case of a permitted or required cash purchase or
“cash in lieu” amount), with any appropriate adjustments as advised by the
Trust. Deposit Securities must be delivered to an account maintained at the
applicable local sub-custodian. Those placing orders to purchase Creation Units
through an Authorized Participant should allow sufficient time to permit proper
submission of the purchase order to the Distributor by the Cut-Off Time (as
defined below) on such Business Day.
The
Authorized Participant must also make available on or before the contractual
settlement date, by means satisfactory to the Trust, immediately available or
same day funds in U.S. dollars estimated by the Trust to be sufficient to pay
the Cash Component next determined after acceptance of the purchase order,
together with the applicable purchase transaction fee. Any excess funds will be
returned following settlement of the issue of the Creation Unit. Those placing
orders should ascertain the applicable deadline for cash transfers by contacting
the operations department of the broker or depositary institution effectuating
the transfer of the Cash Component. This deadline is likely to be significantly
earlier than the closing time of the regular trading session on the listing
exchange.
Investors
should be aware that an Authorized Participant may require orders for purchases
of shares placed with it to be in the particular form required by the individual
Authorized Participant.
Timing of Submission of Purchase
Orders.
An Authorized Participant must ordinarily submit an irrevocable
purchase order no later than 4:00 p.m., Eastern Time on any Business Day in
order to receive that Business Day’s NAV. Orders to purchase shares of the Fund
that are submitted on the Business Day immediately preceding a holiday or a day
(other than a weekend) when the equity markets in the relevant foreign market
are closed will not be accepted. In such cases, a purchase order must be
submitted on the next Business Day. If an Authorized Participant is seeking the
Trust’s permission to substitute an amount of cash to be added to the Cash
Component to replace any Deposit Security that may not be available in
sufficient quantity for delivery or that may not be eligible for trading by such
Authorized Participant or the investor for which it is acting or other similar
reasons, the order must be received by the Distributor no later than 3:00 p.m.,
Eastern time on the trade date. If the Trust is requiring the substitution of an
amount of cash to be added to the Cash Component, the order must be received by
the Distributor no later than 4:00 p.m., Eastern time on the trade
date.
Acceptance of Purchase Order.
Subject to the conditions that (i) an irrevocable purchase order has been
submitted by the Authorized Participant (either on its own or another investor’s
behalf) and (ii) arrangements satisfactory to the Trust are in place for payment
of the Cash Component and any other cash amounts which may be due, the Trust
will accept the order, subject to its right (and the right of the Distributor
and the Adviser) to reject any order until acceptance.
Once the
Trust has accepted an order, upon next determination of the NAV of the shares,
the Trust will confirm the issuance of a Creation Unit of the Fund, against
receipt of payment, at such NAV. The Distributor will then transmit a
confirmation of acceptance to the Authorized Participant that placed the
order.
The Trust
reserves the absolute right to reject or revoke acceptance of a purchase order
transmitted to it by the Distributor in respect of the Fund if: (a) the order is
not in proper form; (b) the investor(s), upon obtaining the shares ordered,
would own 80% or more of the currently outstanding shares of the Fund; (c) the
Deposit Securities delivered do not conform to the identify and number of shares
disseminated through the facilities of the NSCC for that date by the Adviser, as
described above; (d) acceptance of the Deposit Securities would have certain
adverse tax consequences to the Fund; (e) the acceptance of the Portfolio
Deposit would, in the opinion of counsel, be unlawful; (f) the acceptance of the
Portfolio Deposit would otherwise, in the discretion of the Trust or the
Adviser, have an adverse effect on the Trust or the rights of beneficial owners;
or (g) in the event that circumstances outside the control of the Trust, the
Distributor and the Adviser make it for all practical purposes impossible to
process purchase orders. Examples of such circumstances include acts of God;
public service or utility problems resulting in telephone, telecopy or computer
failures; fires, floods or extreme weather conditions; market conditions or
activities causing trading halts; systems failures involving computer or other
informational systems affecting the Trust, the Distributor, DTC, NSCC, the
Adviser, the Fund’s Custodian, a sub-custodian or any other participant in the
creation process; and similar extraordinary events. The Trust shall notify a
prospective purchaser and/or the Authorized Participant acting on behalf of such
person of its rejection of the order of such person. The Trust, the Custodian,
any sub-custodian and the Distributor are under no duty, however, to give
notification of any defects or irregularities in the delivery of Portfolio
Deposits nor shall either of them incur any liability for the failure to give
any such notification.
Issuance of a Creation Unit.
Except as provided herein, a Creation Unit of shares of the Fund will not
be issued until the transfer of good title to the Trust of the Deposit
Securities and the payment of the Cash Component have been completed. When the
applicable local sub-custodian(s) have confirmed to the Custodian that the
required securities included in the Portfolio Deposit (or the cash value
thereof) have been delivered to the account of the applicable local
sub-custodian or sub-custodians, the Distributor and the Adviser shall be
notified of such delivery, and the Trust will issue, and cause the delivery of
the Creation Unit. Creation Units typically are issued on a “T+3 basis” (that is
three Business Days after trade date). However, the Fund reserves the right to
settle Creation Unit transactions on a basis other than T+3 in order to
accommodate foreign market holiday schedules, to account for different treatment
among foreign and U.S. markets of dividend record dates and ex-dividend dates
(that is the last day the holder of a security can sell the security and still
receive dividends payable on the security), and in certain other
circumstances.
To the
extent contemplated by an Authorized Participant’s agreement with the
Distributor, the Trust will issue Creation Units to such Authorized Participant
notwithstanding the fact that the corresponding Portfolio Deposits have not been
received in part or in whole, in reliance on the undertaking of the Authorized
Participant to deliver the missing Deposit Securities as soon as possible, which
undertaking shall be secured by such Authorized Participant’s delivery and
maintenance of collateral having a value at least equal to 110%, which the
Adviser may change from time to time, of the value of the missing Deposit
Securities in accordance with the Trust’s then-effective procedures. Such
collateral must be delivered no later than 2:00 p.m., Eastern Time, on the
contractual settlement date. The only collateral that is acceptable to the Trust
is cash in U.S. Dollars or an irrevocable letter of credit in form, and drawn on
a bank, that is satisfactory to the Trust. The cash collateral posted by the
Authorized Participant may be invested at the risk of the Authorized
Participant, and income, if any, on invested cash collateral will be paid to
that Authorized Participant. Information concerning the Trust’s current
procedures for collateralization of missing Deposit Securities is available from
the Distributor. The Authorized Participant Agreement will permit the Trust to
buy the missing Deposit Securities at any time and will subject the Authorized
Participant to liability for any shortfall between the cost to the Trust of
purchasing such securities and the cash collateral or the amount that may be
drawn under any letter of credit.
In
certain cases, Authorized Participants will create and redeem Creation Units on
the same trade date. In these instances, the Trust reserves the right to settle
these transactions on a net basis. All questions as to the number of shares of
each security in the Deposit Securities and the validity, form, eligibility and
acceptance for deposit of any securities to be delivered shall be determined by
the Trust, and the Trust’s determination shall be final and
binding.
Cash Purchase Method.
When
cash purchases of Creation Units are available or specified for the Fund, they
will be effected in essentially the same manner as in-kind purchases
thereof.
The Trust
may in the future permit or require creations and redemptions of the Fund
in-kind. In addition, the Trust may in its discretion make Creation Units of any
of the other Funds available for purchase and redemption in U.S. dollars. In the
case of a cash purchase, the investor must pay the cash equivalent of the
Deposit Securities it would otherwise be required to provide through an in-kind
purchase, plus the same Cash Component required to be paid by an in-kind
purchaser. In addition, to offset the Trust’s brokerage and other transaction
costs associated with using the cash to purchase the requisite Deposit
Securities, the investor will be required to pay a fixed purchase transaction
fee, plus an additional variable charge for cash purchases, which is expressed
as a percentage of the value of the Deposit Securities. The transaction fees for
in-kind and cash purchases of Creation Units are described below.
Purchase Transaction Fee.
A
purchase transaction fee payable to the Trust is imposed to compensate the Trust
for the transfer and other transaction costs of the Fund associated with the
issuance of Creation Units. Purchasers of Creation Units for cash are required
to pay an additional variable charge to compensate the relevant Fund for
brokerage and market impact expenses relating to investing in portfolios
securities. Where the Trust permits an in-kind purchaser to substitute cash in
lieu of depositing a portion of the Deposit Securities, the purchaser will be
assessed the additional variable charge for cash purchases on the “cash in lieu”
portion of its investment. Purchasers of Creation Units are responsible for the
costs of transferring the securities constituting the Deposit Securities to the
account of the Trust. Investors who use the services of a broker, or other such
intermediary may be charged a fee for such services. The purchase transaction
fees for in-kind purchases and cash purchases (when available) are listed in the
table below. This table is subject to revision from time to time.
|
|
Fee
for In-Kind and
Cash
Purchases
|
|
Maximum
Additional Variable
Charge
for Cash Purchase*
|
Fund
|
|
$1,500
|
|
**
|
———————
*
|
As
a percentage of the value of amount
invested.
|
**
|
The
maximum additional variable charge for cash purchases will be
a percentage of the value of the Deposit Securities, which will not
exceed 3.00%.
|
Redemption
of Creation Units
Shares of
the Fund may be redeemed only in Creation Units at their NAV next determined
after receipt of a redemption request in proper form by the Distributor. The
Trust will not redeem shares in amounts less than Creation Units. Beneficial
owners also may sell shares in the secondary market, but must accumulate enough
JETS shares to constitute a Creation Unit in order to have such shares redeemed
by the Trust. There can be no assurance, however, that there will be sufficient
liquidity in the public trading market at any time to permit assembly of a
Creation Unit. Investors should expect to incur brokerage and other costs in
connection with assembling a sufficient number of JETS shares to constitute a
redeemable Creation Unit.
The
Adviser or Sub-Adviser makes available through the NSCC prior to the opening of
business on the NYSE Arca
™
(currently 9:30 a.m., Eastern Time) on each Business Day, the identity and
number of shares that will be applicable (subject to possible amendment or
correction) to redemption requests received in proper form (as defined below) on
that day (“Portfolio Securities”). Portfolio Securities received on redemption
may not be identical to Deposit Securities that are applicable to creation of
Creation Units. Unless cash redemptions are available or specified for the Fund,
the redemption proceeds for a Creation Unit generally consist of Portfolio
Securities on the Business Day of the request for redemption, plus cash in an
amount equal to the difference between the NAV of the shares being redeemed, as
next determined after a receipt of a request in proper form, and the value of
the Portfolio Securities, less the redemption transaction fee described below.
The redemption transaction fee described below is deducted from such redemption
proceeds.
A
redemption transaction fee payable to the Trust is imposed to offset transfer
and other transaction costs that may be incurred by the Fund, including market
impact expenses relating to disposing of portfolio securities. The redemption
transaction fee for redemptions in kind and for cash and the additional variable
charge for cash redemptions (when cash redemptions are available or specified)
are listed in the table below. Investors will also bear the costs of
transferring the Portfolio Deposit from the Trust to their account or on their
order. Investors who use the services of a broker or other such intermediary may
be charged a fee for such services.
|
|
Fee
for In-Kind and
Cash
Redemptions
|
|
Maximum
Additional Variable
Charge
for Cash Redemption*
|
Fund
|
|
$1,500
|
|
**
|
———————
*
|
As
a percentage of the value of amount
invested.
|
**
|
The
maximum additional variable charge for cash redemptions will be a
percentage of the value of the Portfolio Securities, which will not exceed
2.00%.
|
Redemption
requests in respect of Creation Units must be submitted to the Distributor by or
through an Authorized Participant. Investors other than Authorized Participants
are responsible for making arrangements for a redemption request through an
Authorized Participant. An Authorized Participant ordinarily must submit an
irrevocable redemption request no later than 4:00 p.m., Eastern Time on any
Business Day in order to receive that Business Day’s NAV. If an Authorized
Participant is requesting that the Trust add an amount of cash to the Cash
Component to replace any Deposit Security that may not be eligible for trading
by such Authorized Participant or the investor for which it is acting or other
similar reasons, the order must be received by the Distributor no later than
3:00 p.m., Eastern time on the trade date. If the Trust is requiring an amount
of cash to be added to the Cash Component, the order must be received by the
Distributor no later than 4:00 p.m., Eastern time on the trade
date.
The
Distributor will provide a list of current Authorized Participants upon request.
The Authorized Participant must transmit the request for redemption, in the form
required by the Trust, to the Distributor in accordance with procedures set
forth in the Authorized Participant Agreement. Investors should be aware that
their particular broker may not have executed an Authorized Participant
Agreement, and that, therefore, requests to redeem Creation Units may have to be
placed by the investor’s broker through an Authorized Participant who has
executed an Authorized Participant Agreement. At any given time there will be
only a limited number of broker-dealers that have executed an Authorized
Participant Agreement. Investors making a redemption request should be aware
that such request must be in the form specified by such Authorized Participant.
Investors making a request to redeem Creation Units should allow sufficient time
to permit proper submission of the request by an Authorized Participant and
transfer of the shares to the Trust’s Transfer Agent; such investors should
allow for the additional time that may be required to effect redemptions through
their banks, brokers or other financial intermediaries if such intermediaries
are not Authorized Participants.
Orders to
redeem Creation Unit Aggregations must be delivered through an Authorized
Participant that has executed an Authorized Participant Agreement. Investors
other than Authorized Participants are responsible for making arrangements for a
redemption request to be made through an Authorized Participant. An order to
redeem Creation Unit Aggregations of the Fund is deemed received by the Trust on
the Business Day if: (i) such order is received by the Fund’s Distributor not
later than the 4:00 p.m. Eastern time on the applicable Business Day; (ii) such
order is accompanied or followed by the requisite number of shares of the Fund
specified in such order, which delivery must be made through DTC to the Fund’s
Custodian no later than 10:00 a.m., Eastern Time, on the next Business Day
following the day the order was transmitted; and (iii) all other procedures set
forth in the Authorized Participant Agreement are properly followed. Deliveries
of Fund securities to redeeming investors generally will be made within three
Business Days. Due to the schedule of holidays in certain countries, however,
the delivery of in-kind redemption proceeds for the Fund may take longer than
three Business Days after the day on which the redemption request is received in
proper form.
A
redemption request is considered to be in “proper form” if (i) an Authorized
Participant has transferred or caused to be transferred to the Trust’s transfer
agent the Creation Unit of shares being redeemed through the book-entry system
of DTC so as to be effective by the Listing Exchange closing time on any
Business Day and (ii) a request in form satisfactory to the Trust is received by
the Distributor from the Authorized Participant on behalf of itself or another
redeeming investor within the time periods specified above. If the transfer
agent does not receive the investor’s shares through DTC’s facilities by 10:00
a.m., Eastern Time, on the Business Day next following the day that the
redemption request is received, the redemption request shall be rejected.
Investors should be aware that the deadline for such transfers of shares through
the DTC system may be significantly earlier than the close of business on the
Listing Exchange. Those making redemption requests should ascertain the deadline
applicable to transfers of shares through the DTC system by contacting the
operations department of the broker or depositary institution effecting the
transfer of the shares.
Upon
receiving a redemption request, the Distributor shall notify the Trust and the
Trust’s transfer agent of such redemption request. The tender of an investor’s
shares for redemption and the distribution of the cash redemption payment in
respect of Creation Units redeemed will be effected through DTC and the relevant
Authorized Participant to the beneficial owner thereof as recorded on the
book-entry system of DTC or the DTC Participant through which such investor
holds, as the case may be, or by such other means specified by the Authorized
Participant submitting the redemption request.
In
connection with taking delivery of shares of Portfolio Securities upon
redemption of shares of the Fund, a redeeming Beneficial Owner, or Authorized
Participant acting on behalf of such Beneficial Owner, must maintain appropriate
security arrangements with a qualified broker-dealer, bank or other custody
providers in each jurisdiction in which any of the Portfolio Securities are
customarily traded, to which account such Portfolio Securities will be
delivered.
Deliveries
of redemption proceeds by the Funds generally will be made within three Business
Days (that is “T+3”). However, the Fund reserves the right to settle redemption
transactions and deliver redemption proceeds on a basis other than T+3 to
accommodate foreign market holiday schedules, to account for different treatment
among foreign and U.S. markets of dividend record dates and dividend ex-dates
(that is the last date the holder of a security can sell the security and still
receive dividends payable on the security sold), and in certain other
circumstances.
If
neither the redeeming Beneficial Owner nor the Authorized Participant acting on
behalf of such redeeming Beneficial Owner has appropriate arrangements to take
delivery of the portfolio securities in the applicable jurisdiction and it is
not possible to make other such arrangements, or if it is not possible to effect
deliveries of the Portfolio Securities in such jurisdiction, the Trust may in
its discretion redeem such shares in cash, and the redeeming Beneficial Owner
will be required to receive its redemption proceeds in cash. In addition, an
investor may request a redemption in cash that the Trust may, in its sole
discretion, permit. In either case, the investor will receive a cash payment
equal to the net asset value of its shares based on the NAV of shares of the
relevant Fund next determined after the redemption request is received in proper
form (minus a redemption transaction fee and additional variable charge for cash
redemptions specified above, to offset the Trust’s brokerage and other
transaction costs associated with the disposition of Portfolio Securities). The
Trust may also, in its sole discretion, upon request of a shareholder, provide
such redeemer a portfolio of securities that differ from the exact composition
of the Portfolio Securities but does not differ in NAV. Redemptions of shares
for Deposit Securities will be subject to compliance with applicable U.S.
federal and state securities laws and the Fund (whether or not it otherwise
permits cash redemptions) reserves the right to redeem Creation Units for cash
to the extent that the Fund could not lawfully deliver specific Deposit
Securities upon redemptions or could not do so without first registering the
Deposit Securities under such laws.
In the
event that cash redemptions are permitted or required by the Trust, proceeds
will be paid to the Authorized Participant redeeming shares on behalf of the
redeeming investor as soon as practicable after the date of redemption (within
seven calendar days thereafter).
To the
extent contemplated by an Authorized Participant’s agreement with the
Distributor, in the event the Authorized Participant that has submitted a
redemption request in proper form is unable to transfer all or part of the
Creation Units to be redeemed to the Trust, at or prior to 10:00 a.m., Eastern
Time, on the Business Day after the date of submission of such redemption
request, the Distributor will nonetheless accept the redemption request in
reliance on the undertaking by the Authorized Participant to deliver the missing
shares as soon as possible. Such undertaking shall be secured by the Authorized
Participant’s delivery and maintenance of collateral consisting of cash having a
value at least equal to 110%, which the Adviser may change from time to time, of
the value of the missing shares in accordance with the Trust’s then-effective
procedures. The only collateral that is acceptable to the Trust is cash in U.S.
dollars or an irrevocable letter of credit in form, and drawn on a bank, that is
satisfactory to the Trust. The Trust’s current procedures for collateralization
of missing shares require, among other things, that any cash collateral shall be
held by the Trust’s Custodian, and that the fees of the Custodian and any
sub-custodians in respect of the delivery, maintenance and redelivery of the
cash collateral shall be payable by the Authorized Participant. The cash
collateral posted by the Authorized Participant may be invested at the risk of
the Authorized Participant, and income, if any, on invested cash collateral will
be paid to that Authorized Participant. The Authorized Participant Agreement
permits the Trust to purchase the missing shares or acquire the portfolio
securities and the Cash Component underlying such shares at any time and
subjects the Authorized Participant to liability for any shortfall between the
cost to the Trust of purchasing such shares, Portfolio Securities or Cash
Component and the cash collateral or the amount that may be drawn under any
letter of credit.
Because
the portfolio securities of the Fund may trade on the relevant exchange(s) on
days that the listing exchange is closed or are otherwise not Business Days for
such Fund, shareholders may not be able to redeem their shares of such Fund, or
to purchase or sell shares of such Fund on the listing exchange, on days when
the NAV of such Fund could be significantly affected by events in the relevant
markets.
The right
of redemption may be suspended or the date of payment postponed with respect to
any Fund: (1) for any period during which the NYSE Arca
™
is closed (other than
customary weekend and holiday closings); (2) for any period during which trading
on the NYSE Arca
™
is
suspended or restricted; (3) for any period during which an emergency exists as
a result of which disposal of the shares of the Fund’s portfolio securities or
determination of its net asset value is not reasonably practicable; or (4) in
such other circumstance as is permitted by the SEC.
ADDITIONAL
INFORMATION ABOUT THE TARGET INDEX AND THE INDEX ADMINISTRATOR
Based on
its own proprietary intellectual model, Dow Jones Indexes has established
specific criteria for determining which securities will be eligible for
inclusion in the Target Index (the “Index
Methodology”). The Target Index will be administered
by Dow Jones Indexes. Dow Jones Indexes will employ the Index Methodology to
determine the composition of the Target Index. Dow
Jones Indexes also acts as “index calculation agent” in connection with the
calculation and dissemination of the Target Index.
The Target Index is compiled, maintained and
calculated without regard to the Adviser or Sub-Adviser, or Distributor. Dow
Jones Indexes has no obligation to take the specific needs of the Adviser,
Sub-Adviser or Distributor into account in the determination and calculation of
the Target Index.
It is
expected that each Target Index will be available
through major market data vendors as a result of dissemination to the
Consolidated Tape Association by the NYSE Arca
™
. The NYSE Arca
™
is not affiliated with the
Trust, the Fund, the Adviser, the Sub-Adviser or the Distributor. The Fund is
entitled to use its Target Index pursuant to a
licensing agreement between Dow Jones Indexes and Sub-Adviser, and a
sub-licensing agreement between Sub-Adviser and the Adviser. There is no charge
to the Fund in connection with these licensing agreements.
Exchange
Listing and Trading
The
Fund’s shares have been approved for listing on the NYSE Arca
™
and
will trade on the NYSE Arca
™
at market prices that may
differ from net asset value. The only relationship that the NYSE Arca
™
has with the Adviser, the
Sub-Adviser, the Distributor or the Trust in connection with the Fund is that
the NYSE Arca
™
lists the
shares pursuant to its listing agreement with the Trust. The NYSE Arca
™
has no obligation or liability
in connection with the administration, marketing or trading of the
Fund.
There can
be no assurance that, in the future, the Fund ’ s
shares will continue to meet all of the listing requirements of NYSE Arca
™
. The NYSE Arca
™
may, but is not required to,
delist the Fund ’ s shares if: (1) following the
initial 12-month period beginning upon the commencement of trading, there are
fewer than 50 beneficial owners of the Fund ’ s shares
for 30 or more consecutive trading days; (2) the value of the Target Index related to the Fund is no longer calculated
or available; or (3) such other event shall occur or condition exist that, in
the opinion of the NYSE Arca
™
, makes further dealings on the
NYSE Arca
™
inadvisable.
The NYSE Arca
TM
will
also delist the Fund's shares upon termination of the Fund.
As with
any stock traded on an exchange, purchases and sales of the Fund’s shares will
be subject to usual and customary brokerage commissions. The Trust reserves the
right to adjust the price levels of the shares in the future to help maintain
convenient trading ranges for investors. Any adjustments would be accomplished
through stock splits or reverse stock splits, and would have no effect on the
net assets of the Fund or the total value of shares held by any
shareholder.
Book
Entry Only System
DTC acts
as securities depositary for the Fund shares. Fund shares are registered in the
name of the DTC or its nominee, Cede & Co., and deposited with, or on behalf
of, DTC. Except in limited circumstances set forth below, certificates will not
be issued for Fund shares. DTC is a limited-purpose trust company that was
created to hold securities of its participants (the DTC Participants) and to
facilitate the clearance and settlement of securities transactions among the DTC
Participants in such securities through electronic book-entry changes in
accounts of the DTC Participants, thereby eliminating the need for physical
movement of securities certificates. DTC Participants include securities brokers
and dealers, banks, trust companies, clearing corporations and certain other
organizations, some of whom (and/or their representatives) own DTC. More
specifically, DTC is owned by a number of its DTC Participants and by the NYSE
Arca
™
and Financial
Industry Regulatory Authority (“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 Fund shares is limited to DTC Participants, Indirect Participants,
and persons holding interests through DTC Participants and Indirect
Participants. Ownership of beneficial interests in Fund shares (owners of such
beneficial interests are referred to herein as “Beneficial Owners”) is shown on,
and the transfer of ownership is effected only through, records maintained by
DTC (with respect to DTC Participants) and on the records of DTC Participants
(with respect to Indirect Participants and Beneficial Owners that are not DTC
Participants). Beneficial Owners will receive from or through the DTC
Participant a written confirmation relating to their purchase of Fund
shares.
The Fund
recognizes DTC or its nominee as the record owner of all Fund shares for all
purposes. Beneficial Owners of Fund shares are not entitled to have Fund shares
registered in their names, and will not receive or be entitled to physical
delivery of share certificates. Each Beneficial Owner must rely on the
procedures of DTC and any DTC Participant and/or Indirect Participant through
which such Beneficial Owner holds its interests, to exercise any rights of a
holder of Fund shares.
Conveyance
of all notices, statements, and other communications to Beneficial Owners is
effected as follows. DTC will make available to the Trust upon request and for a
fee a listing of the Fund shares held by each DTC Participant. The Trust shall
obtain from each such DTC Participant the number of Beneficial Owners holding
Fund 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 Fund shall pay to each
such DTC Participant a fair and reasonable amount as reimbursement for the
expenses attendant to such transmittal, all subject to applicable statutory and
regulatory requirements.
Share
distributions shall be made to DTC or its nominee as the registered holder of
all Fund shares. 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 Fund shares of the
appropriate Fund as shown on the records of DTC or its nominee. Payments by DTC
Participants to Indirect Participants and Beneficial Owners of Fund 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 Fund shares, or for maintaining, supervising, or
reviewing any records relating to such beneficial ownership interests, or for
any other aspect of the relationship between DTC and the DTC Participants or the
relationship between such DTC Participants and the Indirect Participants and
Beneficial Owners owning through such DTC Participants.
DTC may
determine to discontinue providing its service with respect to Fund shares at
any time by giving reasonable notice to the Trust and discharging its
responsibilities with respect thereto under applicable law. Under such
circumstances, the Trust shall take action either to find a replacement for DTC
to perform its functions at a comparable cost or, if such replacement is
unavailable, to issue and deliver printed certificates representing ownership of
Fund shares, unless the Trust makes other arrangements with respect thereto
satisfactory to the NYSE Arca
™
(or such other exchange on
which Fund shares may be listed).
Share
Prices
The
trading prices of shares in the secondary market may differ in varying degrees
from their daily NAVs and can be affected by market forces such as supply and
demand, economic conditions and other factors.
The
approximate value of shares of the Fund, known as the “indicative optimized
portfolio value” (“IOPV”), will be disseminated every fifteen seconds throughout
the trading day by the listing exchange on which the Fund is listed or by other
information providers or market data vendors. The IOPV is based on the current
market value of the securities and cash required to be deposited in exchange for
a Creation Unit. The IOPV does not necessarily reflect the precise composition
of the current portfolio of securities held by the Fund at a particular point in
time nor the best possible valuation of the current portfolio.
The IOPV
should not be viewed as a “real-time” update of the NAV, because the IOPV may
not be calculated in the same manner as the NAV, which is computed once a day as
discussed below. The IOPV is generally determined by using current market
quotations and/or price quotations obtained from broker-dealers that may trade
in the portfolio securities held by the Funds. The quotations of certain Fund
holdings may not be updated during U.S. trading hours if such holdings do not
trade in the U.S. The Fund is not involved in, or responsible for, the
calculation or dissemination of the IOPV and make no warranty as to its
accuracy.
Shares of
the Fund may trade in the secondary market on days when the Fund does not accept
orders to purchase or redeem shares. On such days, shares may trade in the
secondary market with more significant premiums or discounts than might
otherwise be experienced on days when the Fund accepts purchase and redemption
orders.
PORTFOLIO HOLDINGS INFORMATION
The Board
has adopted a policy on disclosure of portfolio holdings, which it believes is
in the best interest of the Fund’s shareholders. The policy provides that
neither the Fund nor its Investment Manager, Distributor or any agent, or any
employee thereof (“Fund Representative”) will disclose the Fund’s portfolio
holdings information to any person other than in accordance with the policy. For
purposes of the policy, “portfolio holdings information” means the Fund’s actual
portfolio holdings, as well as non-public information about its trading
strategies or pending transactions. Under the policy, neither the Fund nor any
Fund Representative may solicit or accept any compensation or other
consideration in connection with the disclosure of portfolio holdings
information. A Fund Representative may provide portfolio holdings information to
third parties if such information has been included in the Fund’s public filings
with the SEC or is disclosed on the Fund’s publicly accessible Website. Under
the policy, each business day portfolio holdings information will be provided to
the Transfer Agent or other agent for dissemination through the facilities of
the National Securities Clearing Corporation (“NSCC”) and/or other fee based
subscription services to NSCC members and/or subscribers to those other fee
based subscription services, including Authorized Participants, 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 Fund in the
secondary market. Information with respect to the Fund’s portfolio holdings is
also disseminated daily on the Fund’s website. The Distributor may provide
portfolio holdings information that has been posted on the Fund’s website
directly to other institutional market participants and entities that provide
information services. This information typically reflects the Fund’s anticipated
holdings on the following business day.
Other
than portfolio holdings information made available in connection with the
creation/redemption process, as discussed above, portfolio holdings information
that is not filed with the SEC or posted on the Fund’s website may be provided
to third parties only in limited circumstances. In general, third-party
recipients of non-public portfolio holdings information must sign a
confidentiality and non-trading agreement, although this requirement will not
apply when the recipient is otherwise subject to a duty of confidentiality as
determined by the Trust’s Chief Compliance Officer (“CCO”). In accordance with
the policy, the following persons may receive non-public portfolio holdings
information: the Adviser, the Sub-Adviser, the Fund’s independent registered
public accounting firm, the Fund’s distributor, administrator and custodian, the
Fund’s legal counsel, counsel to the Fund’s disinterested Trustees, the Fund’s
financial printers, and any proxy voting service retained to vote or provide
recommendations on voting Fund securities. Disclosure to any other third parties
must be approved in advance by the CCO, who must determine that the Fund has a
legitimate business purpose for disclosing the information. Disclosure to rating
and ranking organizations will generally be permitted. Third-party providers of
custodial or accounting services to the Fund may release non-public portfolio
holdings information of the Fund only with the permission of a Fund
Representative. In addition, portfolio holdings information may be provided from
time to time to broker-dealers solely in connection with the Fund seeking
portfolio securities trading suggestions. In providing this information
reasonable precautions, including limitations on the scope of the portfolio
holdings information disclosed, are taken in an effort to avoid any potential
misuse of the disclosed information.
Portfolio
holdings will be disclosed through required filings with the SEC. The Fund files
its portfolio holdings with the SEC for each fiscal quarter on Form N-CSR (with
respect to each annual period and semiannual period) and Form N-Q (with respect
to the first and third quarters of the Fund’s fiscal year). Shareholders may
obtain the Fund’s Forms N-CSR and N-Q filings on the SEC’s Website at sec.gov.
In addition, the Fund’s Forms N-CSR and N-Q filings may be reviewed and copied
at the SEC’s public reference room in Washington, DC. You may call the SEC at
1-800-SEC-0330 for information about the SEC’s Website or the operation of the
public reference room.
Under the
policy, the Board is to receive information, on a quarterly basis, regarding any
other disclosures of non-public portfolio holdings information that were
permitted during the preceding quarter.
TRUSTEES
AND EXECUTIVE OFFICERS
The Board
is responsible for overall management, including general supervision and review
of the investment activities of the Trust and its separate series. The Board, in
turn, elects the officers of the Trust, who are responsible for administering
the day-to-day operations of the Trust and its separate series. The current
Trustees and officers of the Trust, their dates of birth, positions with the
Trust, terms of office with the Trust and length of time served, their principal
occupation for the past five years and other directorships held are set forth in
the table below.
Name,
Address
and
Age
|
|
Position
with
the
Trust (1)
|
|
Term
of Office and
Length
of Time
Served
|
|
Principal
Occupation During
Past
Five Years
|
|
Number
of
Portfolios
in
Fund
Complex(2)
Overseen
by Trustees
|
|
Other
Directorships
Held
|
|
|
|
|
|
|
|
|
|
|
|
Trustees
of the Trust
|
|
Interested
Trustee*
Brinton
W. Frith
12/6/1969
33
Witherspoon Street,
Suite
210
Princeton
NJ
08542
|
|
Chairman,
Treasurer and
Trustee
|
|
Indefinite
Term
Since
July 2007.
|
|
President,
Javelin Investment Management LLC (investment adviser), May 2007 to
present, and formerly, Managing Director, Philadelphia Brokerage
Corporation 1992-2007.
|
|
2
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
Independent
Trustees
Sandro
Stefanelli
6/17/1966
33
Witherspoon Street,
Suite
210
Princeton,
NJ 08542
|
|
Trustee
|
|
Indefinite
Term
Since
May 2009.
|
|
Sales
Representative, IBM, since May 2007 to present, and formerly, Sales
Representative, Thompson/NETg, from December 2003 to May
2007.
|
|
2
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
Stephen Zabielski
10/12/1965
33
Witherspoon Street,
Suite
210
Princeton,
NJ 08542
|
|
Trustee
|
|
Indefinite
Term
Since
May 2009.
|
|
Attorney,
Jacobs Law Group, since May 2007 to present, and formerly, Sales
Representative, IBM from June 2003 to May 2007.
|
|
2
|
|
None
|
|
Officers
of the Trust
|
|
Cathleen
Lesko
05/5/1960
33
Witherspoon Street,
Suite
210
Princeton,
NJ 08542
|
|
Secretary
|
|
Indefinite
Term
Since
July 2007.
|
|
Secretary,
Javelin Investment Management LLC (investment adviser) since July 2007,
and formerly, Group Manager, Global Procurement, PepsiCo, Inc. from
December 1985 to April 2005.
|
|
Not
Applicable
|
|
Not
Applicable
|
|
|
|
|
|
|
|
|
|
|
|
Paul
Hahesy
Age:
38
Three
Canal Plaza
Suite
100
Portland,
ME 04101
|
|
Chief
Compliance Officer and Anti-Money Laundering Officer
|
|
Indefinite
Term;
Since
May 2009.
|
|
Compliance
Manager, Foreside Compliance Services, LLC, 2005 to present; and
Compliance Consultant, MetLife Group (insurance) 2001 to
2005.
|
|
Not
Applicable
|
|
Not
Applicable
|
———————
*
|
A
Trustee has been determined to be an “Interested Trustee” by virtue of,
among other things, his or her affiliation with the
Adviser.
|
(1)
|
The
Trustees of the Trust who are not “interested persons” of the Trust as
defined under the 1940 Act (“Independent
Trustees”).
|
(2)
|
The
term “Fund Complex” includes any investment company portfolios advised by
the Adviser or the Sub-Adviser.
|
Board
of Trustees Information
The
management of the business and affairs of each Fund is overseen by the Board of
Trustees of the Trust. The Trustees who are not “interested persons”
of the Funds as defined in the 1940 Act, are referred to as “Independent
Trustees”, and Trustees who are “interested persons” of the Funds are referred
to as “Interested Trustees”. Only one of the Trustees is an
Interested Trustee. Certain information concerning the Trust’s
governance structure and each Trustee is set forth below.
Experience,
Skills, Attributes, and Qualifications of the Funds’
Trustees.
The Nominating Committee of the Board, which is
composed of Independent Trustees, reviews the experience, qualifications,
attributes and skills of potential candidates for nomination or election by the
Board, and conducts a similar review in connection with the proposed nomination
of current Trustees for re-election by shareholders. In evaluating a
candidate for nomination or election as a Trustee, the Nominating Committee
takes into account the contribution that the candidate would be expected to make
to the diverse mix of experience, qualifications, attributes and skills that the
Nominating Committee believes contributes to good governance for the
Trust. Additional information concerning the Nominating Committee’s
consideration of nominees appears in the description of the Committee
below.
The Board
has concluded that, based on each Trustee’s experience, qualifications,
attributes or skills on an individual basis and in combination with those of the
other Trustees, that each Trustee is qualified and should continue to serve as a
such. In determining that a particular Trustee was and continues to
be qualified to serve as a Trustee, the Board has considered a variety of
criteria, none of which, in isolation, was controlling. In addition,
the Board has taken into account the actual service and commitment of each
Trustee during his tenure (including the Trustee’s commitment and participation
in Board and committee meetings, as well as his or her current and prior
leadership of standing and ad hoc committees) in concluding that each should
continue to serve. Information about the specific experience, skills,
attributes and qualifications of each Trustee, which in each case led to the
Board’s conclusion that the Trustee should serve (or continue to serve) as a
trustee of the Funds, is provided herein.
The Board
believes that, collectively, the Trustees have balanced and diverse experience,
qualifications, attributes, and skills, which allow the Board to operate
effectively in governing the Funds and protecting the interests of
shareholders. Among other attributes common to all Trustees are their
ability to review critically, evaluate, question and discuss information
provided to them (including information requested by the Trustees), to interact
effectively with the Adviser other service providers, counsel and each Fund’s
independent registered public accounting firm, and to exercise effective
business judgment in the performance of their duties as
Trustees.
Board
Structure and Oversight Function.
The Board is responsible for
oversight of the Funds. Each Fund has engaged the Adviser to manage
the Fund on a day-to-day basis. The Board is responsible for
overseeing the Adviser and the Fund’s other service providers in the operations
of each Fund in accordance with the 1940 Act, applicable state and other laws,
and the Trust’s organizational documents. The Board meets in-person
at regularly scheduled meetings four times throughout the year. In
addition, the Trustees may meet in-person or by telephone at special meetings or
on an informal basis at other times. As described below, the Board
has established three standing committees – the Audit, Nominating and Valuation
Committees – and may establish ad hoc committees or working groups from time to
time, to assist the Board in fulfilling its oversight
responsibilities. Each committee is composed exclusively of
Independent Trustees. The responsibilities of each committee,
including its oversight responsibilities, are described further
below. The Independent Trustees also may from time to time engage
consultants and other advisers, to assist them in performing their oversight
responsibilities.
An
Interested Trustee serves as Chairman of the Board of Trustees of the
Trust. Because of the small size of the Board, both Independent
Trustees informally act as co-lead trustees. They provide input to
the Chairman’s on a variety of issues impacting the Trust, including setting the
agenda for each Board meeting, communicating with management between Board
meetings and facilitating communication and coordination between the Independent
Trustees and management and the Chairman of the Trust. The
Independent Trustees have determined that the Board’s leadership by an
Interested Trustee at this time is appropriate because they believe it does not
impair the Independent Trustees’ judgment in evaluating and managing the
relationships between the Trust and Adviser and because there are two
Independent Trustees and only a single Interested Trustee.
Risk
Oversight.
The Fund is subject to a number of risks, including
investment, compliance and operational risks. Day-to-day risk
management with respect to the Fund resides with the Adviser or other service
providers (depending on the nature of the risk), subject to supervision by the
Adviser. The Board has charged the Adviser with: (i) identifying
events or circumstances the occurrence of which could have demonstrably adverse
effects on the Fund; (ii) implementing processes and controls reasonably
designed to lessen the possibility that such events or circumstances occur or to
mitigate the effects of such events or circumstances if they do occur; and (iii)
creating and maintaining a system designed to evaluate continuously, and to
revise as appropriate, the processes and controls described in (i) and (ii)
above. Not all risks that may affect the Fund can be identified or
processes and controls developed to eliminate or mitigate their occurrence or
effects, and that some are simply beyond any control of the Fund or the Adviser
or other service providers.
Risk
oversight forms part of the Board’s general oversight of the Fund’s investment
program and operations and is addressed as part of various regular Board and
committee activities. The Fund’s investment management and business
affairs are carried out by or through the Adviser and other service
providers. Each of these persons has an independent interest in risk
management but the policies and the methods by which one or more risk management
functions are carried out may differ in terms of setting priorities, the
resources available or the effectiveness of relevant
controls. Oversight of risk management is provided by the Board and
the Audit Committee. The Trustees regularly receive reports from,
among others, the Trust’s officers, including the Chief Compliance
Officer, independent registered public accounting firm and outside counsel, as
appropriate, regarding risks faced by the Fund and the Adviser’s risk management
programs.
Independent
Trustees
:
Sandro
Stefanelli:
Mr. Stefanelli has a strong business background,
including extensive experience in marketing. As the Trust is a new
investment company and distribution is critical to the growth of an investment
company, his background is of critical importance to the Trust both in terms of
oversight of marketing activities and guidance regarding marketing strategies
proposed by management. He currently is employed with a firm with one
of the top reputations in history in terms of marketing. Mr.
Stefanelli’s information set forth in the Trustees and Executive Officers table
herein provides additional background on his qualifications to be a trustee of
an investment company.
Steven
Zabielski
: Mr. Zabielski combined legal and corporate
background is of immense value to the Trust. Since the Trust is
heavily regulated, his legal experience is of tremendous value to the Trust in
terms of interfacing with the Trust’s Chief Compliance Officer, overseeing
relationships between the Trust and its key service provides, including the
contracts governing such relationships, and recognizing potential situations
that may give rise to conflicts and possible legal issues. Like Mr.
Stefanelli, Mr. Zabielski also has a strong marketing background, including a
sales position at a firm with one of the top reputations in history in terms of
marketing. Mr. Zabielski’s information set forth in the Trustees and
Executive Officers table herein provides additional background on his
qualifications to be a trustee of an investment company.
Trust
Committees
The Trust
has three standing committees: the Nominating Committee, the Audit Committee and
the Valuation Committee.
The
Nominating Committee, comprised of all the Independent Trustees, is responsible
for seeking and reviewing candidates for consideration as nominees for Trustees
and meets only as necessary. The Nominating Committee will consider nominees
nominated by shareholders. Recommendations for consideration by the Nominating
Committee should be sent to the Chairman of the Trust in writing together with
the appropriate biographical information concerning each such proposed Nominee,
and such recommendation must comply with the notice provisions set forth in the
Trust By-Laws. In general, to comply with such procedures, such nominations,
together with all required biographical information, must be delivered to, and
received by, the Chairman of the Trust at the principal executive offices of the
Trust not later than 60 days prior to the shareholder meeting at which any such
nominee would be voted on.
The Audit
Committee is composed of all of the Independent Trustees. The Audit Committee
typically meets on a semi-annual basis with respect to each series of the Trust
and may meet more frequently. The function of the Audit Committee, with respect
to each series of the Trust, is to review the scope and results of the audit and
any matters bearing on the audit or the Fund’s financial statements and to
ensure the integrity of the Fund’s pricing and financial reporting.
The Board
has established a Valuation Committee that is comprised of one or more
Independent Trustees, the Trust’s President and the Trust’s Treasurer. The
function of the Valuation Committee is to value securities held by any series of
the Trust for which current and reliable market quotations are not readily
available. Such securities are valued at their respective fair values as
determined in good faith by the Valuation Committee, and the actions of the
Valuation Committee are subsequently reviewed and ratified by the Board. The
Valuation Committee meets as needed.
Trustee
Ownership of Fund Shares and Other Interests
The
following table shows the amount of shares in the Fund and the amount of shares
in other portfolios of the Trust owned by the Trustees as of the December 31 , 2009.
Name
|
|
Dollar
Range
of Fund Shares
(1)
|
|
Dollar
Range of Shares of all Funds in
Fund
Complex Overseen by Trustee
|
Brinton
W. Frith
|
|
None
|
|
$50,001-$100,000
|
Sandro
Stefanelli
|
|
None
|
|
None
|
Stephen
Zabielski
|
|
None
|
|
None
|
———————
(1)
|
As
the Fund was not operational prior to the date of this SAI, no Trustees or
officers own shares of the Fund.
|
Furthermore,
neither the Independent Trustees nor members of their immediate family, own
securities beneficially or of record in the Adviser, the Sub-Adviser, the Fund’s
Distributor, or any of their affiliates.
Compensation
Independent
Trustees receive an annual retainer of $5,000 and expenses in connection with
each Board meeting attended. The Trust has no pension or retirement plan. No
other entity affiliated with the Trust pays any compensation to the
Trustees.
The
following table sets forth the estimated compensation to be paid by the Trust to
each Trustee projected from January 1, 2010 through the end of the Trust’s first
full fiscal year, ending December 31, 2010:
Name
of
Person/Position
|
|
Compensation
from
the Trust
|
|
Pension
or
Retirement
Benefits
Accrued
as
Part
of
Fund
Expenses
|
|
Estimated
Annual
Benefits
Upon
Retirement
|
|
Total
Compensation
from
the Trust
and
Fund
Complex
Paid
to
Trustee
|
Brinton
W. Frith, Trustee
|
|
None
|
|
None
|
|
None
|
|
None
|
Sandro
Stefanelli, Trustee
|
|
$5,000.00
|
|
None
|
|
None
|
|
$5,000.00
|
Steven
Zabielski, Trustee
|
|
$5,000.00
|
|
None
|
|
None
|
|
$5,000.00
|
The
Trust, the Adviser, the Sub-Adviser and the Distributor have each adopted Codes
of Ethics under Rule 17j-1 under the 1940 Act. These Codes permit, subject to
certain conditions, personnel of the Adviser and the principal underwriter to
invest in securities that may be purchased or held by the Fund.
PROXY
VOTING POLICIES AND PROCEDURES
The Board
has adopted Proxy Voting Policies and Procedures on behalf of the Fund which
delegate the responsibility for voting proxies to the Adviser, subject to the
Board’s continuing oversight. In turn, the Adviser has delegated proxy voting
responsibility to the Sub-Adviser. The Fund’s and Adviser’s proxy voting
policies require that proxies be voted in a manner consistent with the best
interests of the Fund and its shareholders. Such policies also require the
Sub-Adviser to present to the Board, at least annually, the Sub-Adviser’s proxy
policies and a record of each proxy voted by the Sub-Adviser on behalf of the
Fund, including a report on the resolution of all proxies identified by the
Sub-Adviser as involving a conflict of interest.
The
Sub-Adviser has also adopted a proxy voting policy (the “Sub-Adviser’s Policy”)
that underscores the concern that all proxy voting decisions be made in the best
interests of the Fund’s shareholders. The Sub-Adviser’s Policy dictates that its
Proxy Committee vote proxies in a manner that will further the economic value of
each investment for the expected holding period. Each vote cast by the Proxy
Committee on behalf of the Fund is done on a case-by-case basis, taking into
account all relevant factors. The Proxy Committee does utilize specific voting
positions for substantive proxy issues, but these only serve as guidelines and
are subject to change upon review.
Where a
proxy proposal raises a material conflict between the Adviser’s or the
Sub-Adviser’s interests and the Fund’s interests, the Sub-Adviser will resolve
such conflict in the best interests of the Fund’s shareholders. Typically, the
Sub-Adviser will (1) disclose the conflict and obtain the Board’s consent before
voting; (2) vote in accordance with a pre-determined policy based upon the
independent analysis and recommendation of a voting agent; or (3) make other
voting arrangements consistent with pursuing the best interests of the Fund’s
shareholders.
The Trust
is required to file Form N-PX, with the Fund’s complete proxy voting record for
the 12 months ended June 30, no later than August 31 of each year. Form N-PX for
the Fund will be available without charge, upon request, by calling, toll free,
(866 352-0029, and on the SEC’s website at www.sec.gov.
CONTROL
PERSONS, PRINCIPAL SHAREHOLDERS, AND MANAGEMENT OWNERSHIP
A
principal shareholder is any person who owns of record or beneficially 5% or
more of the outstanding shares of the Fund. A control person is one who owns
beneficially or through controlled companies more than 25% of the voting
securities of a fund or acknowledges the existence of control. To the knowledge of the Fund, there were neither principal
shareholders nor control persons as of February 28,
2010.
As of
February 28, 2010, the Trustees and officers of the Fund as a group owned
approximately 2% of the shares of the Fund.
INVESTMENT
ADVISER AND SUB-ADVISER
Investment
Adviser
Javelin
Investment Management LLC (or Adviser) serves as the investment adviser to the
Fund with overall responsibility for the general management and administration
of the Fund, subject to the supervision of the Trust's Board of Trustees. The
Adviser is located at 33 Witherspoon Street, Suite 210, Princeton, New Jersey
08542. The Adviser's parent company is Javelin Holdings LLC ("Javelin
Holdings"). Javelin Holdings is an early stage financial services company
specializing in the development of innovative financial products and investment
strategies.
Sub-Adviser
Esposito Partners LLC (or
Sub-Adviser) serves as the investment sub-adviser to the Fund. The Sub-Adviser
is located at 300 Crescent Court, Suite 650, Dallas, Texas
75201 and is a Delaware limited liability
company. As of December 31, 200 9 , Sub-Adviser had
$280 million in assets under
management.
Investment
Advisory and Sub-Advisory Agreements
The
Adviser serves as the investment adviser to the Fund pursuant to an Investment
Advisory Agreement with the Trust (the "Advisory Agreement"). Pursuant to the
Advisory Agreement, the Adviser is responsible, subject to the supervision of
the Trust's Board for the day-to-day management of the Fund in accordance with
the Fund's investment objectives, policies and strategies. The Adviser also
administers the Trust's business affairs, provides office facilities and
equipment and certain clerical, bookkeeping and administrative services, and
permits its officers and employees to serve without compensation as officers,
Trustees or employees of the Trust. Pursuant to the Advisory Agreement, the
Adviser is authorized to engage one or more sub-advisers for the performance of
any of the services to be provided by the Adviser under the Advisory Agreement.
Under the Advisory Agreement, the Adviser is also responsible for arranging
transfer agency, custody, fund administration and accounting, and other
non-distribution related services necessary for the Fund to
operate.
Pursuant
to the Advisory Agreement, the Adviser is responsible for all expenses of the
Fund, except for the fee payments under the Advisory Agreement, interest
expenses, brokerage commissions and other trading expenses, fees and expenses of
the independent trustees, taxes and other extraordinary costs such as litigation
and other expenses not incurred in the ordinary course of business.
For the
services it provides to the Fund, the Adviser receives a management fee equal to
an annual rate of 0.58% of the Fund ’ s average daily net assets. The fees are accrued daily
and paid monthly.
Javelin
Investment Management, LLC has contractually agreed to waive its management fees
and/or pay certain operating expenses of the Fund to the extent necessary to
prevent the operating expenses of the Fund (excluding interest, taxes, brokerage
commissions and other expenses that are capitalized in accordance with generally
accepted accounting principles, and other extraordinary costs such as litigation
and other expenses not incurred in the ordinary course of the Fund’s business)
from exceeding 0.58% of average net assets per year,
at least until April 30, 201 1.
Pursuant
to a Sub-Advisory Agreement between the Adviser and the Sub-Adviser, the
Sub-Adviser is responsible for the day-to-day management of the Fund, subject to
the supervision of the Adviser and the Fund’s Board of Trustees. In this regard,
the Sub-Adviser is responsible for implementing the replication strategy for the
Fund with regard to its Target Index and for general
administration, compliance and management services as may be agreed
upon.
For the
services to be rendered by the Sub-Adviser, the Adviser shall pay to the
Sub-Adviser at the end of each month an advisory fee accrued daily and payable
monthly based on an annual percentage rate of the Fund’s average daily net
assets:
Assets
Under Management (AUM)
|
|
%
of
AUM
|
$0
to $ 10 0,000,000
|
|
.10
|
$100,000,000+
|
|
.05
|
The above
fee is calculated on the total combined Trust assets under management by the
Sub-Adviser and subject to a minimum relationship fee per year (computed
quarterly) of $50,000.00 per fund under management.
Neither
the Trust nor the Fund shall be responsible for any portion of the compensation
payable to the Sub-Adviser hereunder. In addition, the Adviser shall be
responsible for extraordinary expenses incurred by the Sub-Adviser in performing
its services hereunder, including, without limitation, expenses incurred with
respect to any third-party proxy voting execution, advice and reporting
services.
The
Advisory Agreement and Sub-Advisory Agreements between the Adviser and the
Sub-Adviser, with respect to the Fund, were initially approved by the Board on
December 8, 2009. The Advisory Agreement and each Sub-Advisory Agreement, with
respect to the Fund, continue in effect for two years from its effective date
and may be continued in effect annually thereafter if such continuance is
approved by (i) the Board, or (ii) a majority (as defined in the 1940 Act) of
the outstanding voting securities of each applicable Fund, provided that in
either case the continuance is also approved by a majority of the Independent
Trustees, by a vote cast in person at a meeting called for the purpose of voting
on such continuance. The Advisory Agreement and Sub-Advisory Agreement are each
terminable without penalty by the Trust with respect to the Fund on 60 days
written notice when authorized either by majority vote of its outstanding voting
shares or by a vote of a majority of its Board (including a majority of the
Disinterested Trustees), or by the Adviser or the Sub-Adviser on 60 days written
notice, and will automatically terminate in the event of its assignment. Each of
the Advisory Agreement and Sub-Advisory Agreement provide that in the absence of
willful misfeasance, bad faith or gross negligence on the part of the Adviser or
Sub-Adviser, or of reckless disregard by each of them of their obligations
thereunder, the Adviser and the Sub-Adviser shall not be liable for any action
or failure to act in accordance with its duties thereunder.
Portfolio
Managers
Set forth
below is additional information regarding the individuals identified in the
Prospectus as primarily responsible for the day-to-day management of the Fund
(the “Portfolio Managers”).
As of December 31, 2009, information regarding the
other accounts managed by each Portfolio Manager is set forth
below:
|
|
Accounts
Managed
|
|
Accounts
with respect to
which
the advisory fee is
based
on the performance
of
the account
|
Name
of Portfolio Manager
|
|
Category
of
Account
|
|
Number
of
Accounts
in
Category
|
|
Total
Assets
in
Accounts
in
Category
|
|
Number
of
Accounts
in
Category
|
|
Total
Assets
in
Accounts
in
Category
|
Kris
Marca
|
|
Registered
investment
companies
|
|
1
|
|
$15,000,000
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
pooled
investment
vehicles
|
|
0
|
|
$0
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
accounts
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ben
Deweese
|
|
Registered
investment
companies
|
|
1
|
|
$5,000,000
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
pooled
investment
vehicles
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
accounts
|
|
0
|
|
|
|
0
|
|
|
Although
the Fund and other mutual funds that are managed by the Portfolio Managers may
have different investment strategies, each has a portfolio objective of
replicating its Target Index. The Investment Adviser
and Sub-Adviser do not believe that management of the different mutual funds,
including the Fund, of the Trust presents a material conflict of interest for
the Portfolio Managers, the Investment Adviser or the Sub-Adviser.
Portfolio Manager
Compensation
The
Sub-Adviser’s Portfolio Managers’ fixed compensation is generally determined by
employee performance. No compensation is directly related to the performance of
the underlying assets and no stock options are granted. Any discretionary
compensation paid to the Portfolio Managers is based on the determination of
management to pay such compensation.
Securities Ownership of the
Portfolio Manager
As of
December 31, 2009, the Portfolio Managers did not
own shares of the Fund.
Potential Conflicts of
Interest
The Trust
does not believe that the Portfolio Manager s are
subject to any conflicts of interest in connection with their management of the Fund as the Portfolio Manager s
do not currently have
primary responsibility for the day-to-day management of any other accounts or
funds.
However,
the Portfolio Manager s may in the future manage
multiple portfolios for multiple clients. These accounts may include other
investment companies or separate accounts (assets managed on behalf of
individuals and institutions). The Portfolio Manager s may purchase securities for one portfolio and not
another portfolio, and the performance of securities purchased for one portfolio
may vary from the performance of securities purchased for other portfolios. The
Sub-Adviser Portfolio Manager s may place
transactions on behalf of other accounts that are directly or indirectly
contrary to investment decisions made on behalf of the Fund, or make investment
decisions that are similar to those made for the Fund, both of which have the
potential to adversely impact the Fund depending on market conditions. For
example, the Portfolio Manage rs may purchase a
security in one portfolio while appropriately selling that same security in
another portfolio. Furthermore, because the Fund is an index fund, the
securities acquired by the Fund will to a large extent be determined by the
composition of the Target Index, meaning that the
Portfolio Manager s’ investment decisions for the
Fund will frequently differ from his investment decisions for other accounts not
managed to track the performance the Target Index.
In addition, some of these portfolios may have fee structures that are or have
the potential to be higher than the sub-advisory fees paid to the Sub-Adviser
with respect to the Fund. However, the compensation structure for the Portfolio Managers generally does not provide any
incentive to favor one account over another because that part of the Portfolio
Managers’ bonus based on performance is not based on the performance of one
account to the exclusion of others.
DISTRIBUTOR
Foreside
Fund Services, LLC (the “Distributor”) is the principal underwriter and
distributor of shares of the Trust. Its principal address is Three Canal Plaza,
Portland, Maine 04101. The Distributor has entered into agreement with the Trust
pursuant to which it distributes shares of the Fund (the “Distribution
Agreement”). The Distributor continually distributes shares of the Fund on a
best effort basis. The Distributor has no obligation to sell any specific
quantity of Fund shares. 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. 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 FINRA. The Distributor, its affiliates
and officers have no role in determining the investment policies or which
securities are to be purchased or sold by the Trust or its Fund. The Distributor
is not affiliated with the Trust, the Adviser or any stock
exchange.
The
Distribution Agreement for the Fund will provide that it may be terminated at
any time, without the payment of any penalty, on at least sixty (60) days prior
written notice to the other party (i) by vote of a majority of the Independent
Trustees or (ii) by vote of a majority of the outstanding voting securities (as
defined in the 1940 Act) of the relevant Fund. The Distribution Agreement will
terminate automatically in the event of its “assignment” (as defined in the 1940
Act).
OTHER
SERVICE PROVIDERS
Brown
Brothers Harriman & Co. (“BBH”) serves as the administrator, transfer agent
and custodian to the Fund. The principal address of BBH is 40 Water Street,
Boston, MA 02109-3661.
BBH
serves as administrator pursuant to an Administrative Agency Agreement. Under
the Administrative Agency Agreement, BBH is obligated on a continuous basis, to
provide certain administration, valuation, accounting and computational services
necessary for the proper administration of the Trust and the Fund. BBH
calculates the net asset value of Fund shares and calculates net income and
realized capital gains or losses. BBH also serves as the transfer agent for the
Fund’s authorized and issued shares pursuant to the Administrative Agency
Agreement. Pursuant to the Administrative Agency Agreement, the Trust has agreed
to indemnify BBH for certain liabilities, including certain liabilities arising
under the federal securities laws, unless such loss or liability results from
negligence or willful misconduct in the performance of its duties.
Under a
separate Custodian Agreement with the Trust, BBH maintains the cash, securities
and other assets of the Fund, keeps all necessary accounts and records relating
thereto, and provides other services. BBH is required, upon the order of the
Trust, to deliver securities held by BBH and to make payments for securities
purchased by the Fund.
Seward & Kissel LLP, 1200 G
Street, N.W., Washington D.C. 2000 5 provides
advice to the Trust on certain matters under the federal securities
laws.
BBD, LLP , 1835 Market Street, 26
th
floor, Philadelphia, Pennsylvania 19103 serves as the Trust’s independent
registered public accounting firm. The independent registered public accounting
firm audits the Trust’s annual financial statements and provides other related
services.
COMPLIANCE
SERVICE PROVIDER
Under a Compliance Services Agreement
(the “Compliance Agreement”) with the Trust, Foreside Compliance Services, LLC
(“FCS”), an affiliate of the Distributor, provides a Chief Compliance Officer
(“CCO”) as well as certain additional compliance support functions (“Compliance
Services”). As compensation for the foregoing services, FCS receives certain out
of pocket costs and fixed fees which are accrued daily and paid monthly by the
Trust, which are paid by the Trust from the Trust’s custody account with
BBH.
The
Compliance Agreement with respect to the Fund continues in effect until
terminated. The Compliance Agreement is terminable with or without cause and
without penalty by the Board or by FCS with respect to the Fund on 60 days’
written notice to the other party. Notwithstanding the foregoing, the provisions
of the Compliance Agreement related to CCO services, may be terminated at any
time by the Board, effective upon written notice to the CCO, without the payment
of any penalty.
Under the
Compliance Agreement, FCS is not liable to the Trust or the Trust’s shareholders
for any act or omission, except for willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of reckless disregard
of its obligations and duties under the Compliance Agreement. In addition, FCS
and certain related parties (such as officers of FCS or certain officers of the
Distributor and persons who control FCS or the Distributor) are indemnified by
the Trust against any and all claims and expenses related to FCS’s actions or
omissions, except for any act or omission resulting from FCS’s willful
misfeasance, bad faith or negligence in the performance of its duties or by
reason of reckless disregard of its obligations and duties under the Compliance
Agreement.
EXECUTION
OF PORTFOLIO TRANSACTIONS AND BROKERAGE
Subject
to the oversight of the Adviser and the Trust’s Board of Trustees, the
Sub-Adviser determines which securities are to be purchased and sold by the Fund
and which broker-dealers will execute the Fund’s portfolio transactions. The
purchases and sales of securities in the over-the-counter market will generally
be executed directly with a dealer engaged in making a market-for such
securities unless, in the opinion of the Sub-Adviser, a better price and
execution can otherwise be obtained by using another broker or dealer for the
transaction. Purchases of portfolio securities for the Fund also may be made
directly from issuers or from underwriters. Dealers and underwriters usually act
as principal for their own accounts. Purchases from underwriters will include a
concession paid by the issuer to the underwriter and purchases from dealers will
include the spread between the bid and the asked price. If the execution and
price offered by more than one dealer or underwriter are comparable, the order
may be allocated to a dealer or underwriter that has provided research or other
services as discussed below. Transactions in exchange-traded securities are
generally executed on an agency basis by a broker who charges commissions in
connection with such transactions.
In
placing portfolio transactions, the Sub-Adviser will seek best execution. The
full range and quality of services available will be considered in making this
determination, such as the size of the order, the difficulty of execution, the
operational facilities of the firm involved, the firm’s risk in positioning a
block of securities and other factors. Accordingly, the transaction costs paid
by the Fund in any transaction may be greater than those available from other
broker-dealers if the difference is reasonably justified by other aspects of the
portfolio execution services offered, as determined in good faith by the
Sub-Adviser.
The
Sub-Adviser may also consider research services, including economic data and
statistical information about companies and industries, provided by brokers in
the selection of brokers to execute transactions on an agency basis. The Fund
may therefore pay a higher commission than would be the case if no weight were
given to the furnishing of these supplemental services, provided that the amount
of such commission has been determined in good faith by the Sub-Adviser to be
reasonable in relation to the value of the brokerage and/or research services
provided by such broker. Additionally, in accordance with procedures adopted by
the Trust, the Sub-Adviser may direct transactions to a broker-dealer with which
it has an affiliation.
Investment
decisions for the Fund are made independently from those of other client
accounts managed or advised by the Sub-Adviser. Nevertheless, it is possible
that at times identical securities will be acceptable for both the Fund and one
or more of such client accounts. In such event, the position of the Fund and
such client accounts in the same issuer may vary and the length of time that
each may choose to hold its investment in the same issuer may likewise vary.
However, to the extent any of these client accounts seeks to acquire the same
security as the Fund at the same time, the Fund may not be able to acquire as
large a portion of such security as it desires, or it may have to pay a higher
price or obtain a lower yield for such security. Similarly, the Fund may not be
able to obtain as high a price for, or as large an execution of, an order to
sell any particular security at the same time. If one or more of such client
accounts simultaneously purchases or sells the same security that the Fund is
purchasing or selling, each day’s transactions in such security will be
allocated between the Fund and all such client accounts in a manner deemed
equitable by the Sub-Adviser, taking into account the respective sizes of the
accounts and the amount being purchased or sold. It is recognized that in some
cases this system could have a detrimental effect on the price or value of the
security insofar as the Fund is concerned. In other cases, however, it is
believed that the ability of the Fund to participate in volume transactions may
produce better executions for the Fund.
The Fund
does not allocate securities transactions to brokers in accordance with any
formula. Portfolio transactions may be placed with Authorized Participants and
other broker-dealers who sell shares of the Fund or who effect purchases of
shares of the Fund for their customers, but portfolio transactions are not
directed to brokers in exchange for selling shares of the Fund.
DETERMINATION
OF SHARE PRICE
The NAV
per share of the Fund is determined as of the close of regular trading on NYSE
Arca
™
(generally 4:00
p.m., Eastern time), each day the New York Stock Exchange and NYSE Arca™ are
open for trading. The New York Stock Exchange and NYSE Arca™ annually announce
the days on which they will not be open for trading. It is expected that the New
York Stock Exchange and NYSE Arca™ will not be open for trading on 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.
Generally,
the Fund’s investments are valued at market value or, in the absence of a market
value, at fair value as determined in good faith by the Trust’s Valuation
Committee pursuant to procedures approved by or under the direction of the
Board. Pursuant to those procedures, the Valuation Committee considers, among
other things: (1) the last sales price on the securities exchange, if any, on
which a security is primarily traded; (2) the mean between the bid and asked
prices; (3) price quotations from an approved pricing service, and (4) other
factors as necessary to determine a fair value under the
circumstances.
Investments
that may be valued using fair value pricing include, but are not limited to: (i)
an unlisted security related to corporate actions; (ii) a restricted security
(
i.e.
, one that may not
be publicly sold without registration under the Securities Act); (iii) a
security whose trading has been suspended or which has been de-listed from its
primary trading exchange; (iv) a security that is thinly traded; (v) a security
in default or bankruptcy proceedings for which there is no current market
quotation; (vi) a security affected by currency controls or restrictions; and
(vii) a security affected by a significant event (
i.e.
, an event that occurs
after the close of the markets on which the security is traded but before the
time as of which the Fund’s NAV is computed and that may materially affect the
value of the Fund’s investments). Examples of events that may be “significant
events” are government actions, natural disasters, armed conflict, acts of
terrorism, and significant market fluctuations.
Valuing
the Fund’s investments using fair value pricing will result in using prices for
those investments that may differ from current market valuations. Use of fair
value prices and certain current market valuations could result in a difference
between the prices used to calculate the Fund’s net asset value and the prices
used by the Fund’s Target Index, which, in turn,
could result in a difference between the Fund’s performance and the performance
of the Fund’s Target Index.
The
securities in the Fund’s portfolio that are traded on securities exchanges are
valued at the last sale price on the exchange on which such securities are
traded, as of the close of business on the day the securities are being valued
or, lacking any reported sales, at the mean between the last available bid and
asked price. Securities that are traded on more than one exchange are valued on
the exchange determined by the Adviser to be the primary market.
Securities
primarily traded in the NASDAQ Global Market
®
for
which market quotations are readily available shall be valued using the
NASDAQ
®
Official Closing Price (“NOCP”). If the NOCP is not available, such
securities shall be valued at the last sale price on the day of valuation, or if
there has been no sale on such day, at the mean between the bid and asked
prices. OTC securities which are not traded in the NASDAQ Global Market
®
shall
be valued at the most recent trade price, if available, or based on price
quotations supplied by a pricing service, market maker or dealer. Securities and
assets for which market quotations are not readily available (including
restricted securities which are subject to limitations as to their sale) are
valued at fair value as described above.
DISTRIBUTIONS
AND TAX INFORMATION
Distributions
The Fund
will make distributions of dividends and capital gains, if any, at least
annually, typically in December. The Fund may make another distribution of any
additional undistributed capital gains earned during the 12-month period ended
October 31 by December 31 of each year.
Each
distribution by the Fund is accompanied by a brief explanation of the form and
character of the distribution. In January of each year, the Fund will issue to
each shareholder a statement of the federal income tax status of all
distributions.
Tax
Information
Each
series of the Trust is treated as a separate entity for federal income tax
purposes. Currently, the Fund is the only series of the Trust. The Fund intends
to qualify and elect to be treated as a “regulated investment company” under
Subchapter M of the Internal Revenue Code of 1986, as amended, (the “Code”). It
is the Fund’s policy to distribute to its shareholders all of its investment
company taxable income and any net realized capital gains for each fiscal year
in a manner that complies with the distribution requirements of the Code, so
that the Fund will not be subject to any federal income tax or excise taxes.
However, the Fund can give no assurances that its distributions will be
sufficient to eliminate all taxes.
To comply
with the requirements, the Fund must also distribute (or be deemed to have
distributed) by December 31 of each calendar year (i) at least 98% of its
ordinary income for such year, (ii) at least 98% of the excess of its realized
capital gains over its realized capital losses for the one-year period ending on
October 31 during such year and (iii) any amounts from the prior calendar year
that were not distributed and on which the Fund paid no federal income tax. For
purposes of these calendar year distribution requirements, the Fund’s ordinary
income generally consists of interest and dividend income, less expenses. Net
realized capital gains for a fiscal period are computed by taking into account
any capital loss carry-forward for the Fund. If the Fund fails to qualify as a
regulated investment company under Subchapter M, it will be taxed as a
corporation.
Ordinary
dividends generally consist of the Fund’s investment company taxable income
(which includes, among other items, the Fund’s income derived from dividends,
taxable interest, and the excess of net short-term capital gains over net
long-term capital losses), and are taxable to shareholders as ordinary income.
For individual shareholders, a portion of the ordinary dividends paid by the
Fund may be qualified dividends currently eligible for taxation at long-term
capital gain rates to the extent the Fund designates the amount distributed as a
qualifying dividend. In the case of corporate shareholders, a portion of the
ordinary dividends paid by the Fund may qualify for the corporate
dividends-received deduction to the extent the Fund designates the amount
distributed as a qualifying dividend. The aggregate amount so designated to
either individual or corporate shareholders cannot, however, exceed the
aggregate amount of qualifying dividends received by the Fund for its taxable
year. It is expected that dividends from domestic corporations will be part of
the Fund’s gross income and that, accordingly, part of the distributions by the
Fund may be qualified dividend income to individual shareholders and eligible
for the dividends-received deduction for corporate shareholders. However, the
portion of the Fund’s gross income attributable to qualifying dividends is
largely dependent on the Fund’s investment activities for a particular year and
therefore cannot be predicted with any certainty. In addition, Fund shares must
be held by an individual shareholder for at least 61 days in order for a
dividend to be treated as a qualified dividend, and Fund shares must be held by
a corporate shareholder for at least 46 days, and not be treated as
debt-financed assets of such shareholder, in order to be eligible for the
dividends received deduction.
Capital
gain dividends generally consist of the Fund’s net capital gain (which is the
excess of net long-term capital gains over net short-term capital losses), and
are taxable to shareholders as long-term capital gains regardless of the length
of time they have held their shares. Capital gain dividends are not eligible for
the dividends-received deduction referred to in the previous
paragraph.
Distributions
of ordinary dividends and capital gain dividends will be taxable to shareholders
as described above, whether received in shares or in cash. Shareholders who
choose to receive distributions in the form of additional shares will have a
cost basis for federal income tax purposes in each share so received equal to
the NAV of a share on the reinvestment date. Distributions are generally taxable
when received. However, distributions declared in October, November or December
to shareholders of record on a date in such a month and paid the following
January are taxable as if received on December 31. Distributions are includable
in alternative minimum taxable income in computing a shareholder’s liability for
the alternative minimum tax.
The sale
of assets by the Fund may result in the realization of taxable gain or loss by
the Fund. The amount of such gain or loss will depend on the difference between
the Fund’s adjusted tax basis for the assets being sold and the amount realized
from the sale. Such gain or loss will generally be long-term capital gain or
loss if the Fund held the assets for more than one year prior to their sale, and
short-term capital gain or loss if the Fund held the assets for one year or less
prior to their sale. High portfolio turnover thus could result in: (1) increased
net short-term capital gain realized by the Fund and distributed to you as
ordinary dividends; and (2) increased net long-term capital gain realized by the
Fund and distributed to you as capital gain dividends. As described above, the
actual impact of high portfolio turnover will depend on specific facts related
to the value of the Fund’s assets, the Fund’s adjusted tax basis for such assets
when they are sold, and the length of time that the Fund held such assets before
they were sold.
Under the
Code, the Fund will be required to report to the Internal Revenue Service all
distributions of ordinary dividends and capital gain dividends as well as gross
proceeds from the redemption of Fund shares, except in the case of exempt
shareholders, which includes most corporations. Pursuant to the backup
withholding provisions of the Code, distributions of ordinary dividends and
capital gain dividends and proceeds from the redemption of Fund shares may be
subject to withholding of federal income tax in the case of non-exempt
shareholders who fail to furnish the Fund with their taxpayer identification
numbers and with required certifications regarding their status under the
federal income tax law. If the backup withholding provisions are applicable, any
such distributions and proceeds, whether taken in cash or reinvested in
additional shares, will be reduced by the amounts required to be withheld.
Corporate and other exempt shareholders should provide the Fund with their
taxpayer identification numbers or certify their exempt status in order to avoid
possible erroneous application of backup withholding. The Fund reserves the
right to refuse to open an account for any person failing to certify the
person’s taxpayer identification number.
The
foregoing discussion of U.S. federal income tax law relates solely to the
application of that law to U.S. citizens or residents and U.S. domestic
corporations, partnerships, trusts and estates. Each shareholder who is not a
U.S. person should consider the U.S. and foreign tax consequences of ownership
of shares of the Fund, including the possibility that such a shareholder may be
subject to a U.S. withholding tax at a rate of 30 percent (or at a lower rate
under an applicable income tax treaty) on amounts constituting ordinary
income.
In
addition, the foregoing discussion of tax law is based on existing provisions of
the Code, existing and proposed regulations thereunder and current
administrative rulings and court decisions, all of which are subject to change.
Any such charges could affect the validity of this discussion. The discussion
also represents only a general summary of tax law and practice currently
applicable to the Fund and certain shareholders therein, and, as such, is
subject to change. In particular, the consequences of an investment in shares of
the Fund under the laws of any state, local or foreign taxing jurisdictions are
not discussed herein. Each prospective investor should consult his or her own
tax adviser to determine the application of the tax law and practice in his or
her own particular circumstances.
LICENSE
GRANT
The Fund
is not sponsored, endorsed, sold or promoted by Dow Jones, the licensor. Dow
Jones makes no representation or warranty, express or implied, to the owners of
the Fund or any member of the public regarding the advisability of investing in
securities generally or in the Fund particularly or the ability of the Target Index to track general market performance. Dow
Jones’ only relationship to the Adviser, the licensee, and the Fund, the
sub-licensee from the Adviser, is the licensing of certain trademarks, trade
names and service marks of Dow Jones and of the Target
Index which are determined, composed and calculated by Dow Jones without
regard to the Adviser or the Fund. Dow Jones has no obligation to take the needs
of the Adviser or the shareholders of the Fund into consideration in
determining, composing or calculating the Target
Index. Dow Jones is not responsible for and has not participated in the
determination of the timing of, prices at, or quantities of the Shares to be
issued or in the determination or calculation of the equation by which the
Shares are to be converted into cash. Dow Jones has no obligation or liability
in connection with the administration, marketing or trading of the
Fund.
DOW JONES
DOES NOT GUARANTEE THE QUALITY, ACCURACY AND/OR THE COMPLETENESS OF THE TARGET
INDEX OR ANY DATA INCLUDED THEREIN. DOW JONES MAKES NO WARRANTY, EXPRESS OR
IMPLIED, AS TO RESULTS TO BE OBTAINED BY JAVELIN, THE ADVISER, OWNERS OF THE
FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE TARGET INDEX OR ANY DATA
INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED PURSUANT TO THE
APPLICABLE LICENSE AGREEMENT OR FOR ANY OTHER USE.
DOW JONES
MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH
RESPECT TO THE TARGET INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY
OF THE FOREGOING, IN NO EVENT SHALL DOW JONES HAVE ANY LIABILITY FOR ANY
SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS),
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
FINANCIAL
STATEMENTS
The
financial statements of the Fund for the fiscal year end are not available
because the Fund has not yet commenced operations.
PART C. OTHER
INFORMATION
Javelin
Exchange-Traded Trust
ITEM
28.
|
|
EXHIBITS
|
|
|
|
(a)
|
(1)
|
Certificate
of Trust
1
|
|
(2)
|
Agreement
and Declaration of Trust
1
|
(b)
|
|
By-Laws
2
|
(c)
|
|
Not
applicable.
|
(d)
|
(1)
|
Form
of Investment Advisory Agreement between the Trust and Javelin Investment
Management, LLC
2
|
|
(2)
|
Form
of Sub-Advisory Agreement between Javelin Investment Management, LLC and
Esposito Partners, LLC
2
|
(e)
|
(1)
|
Form
of Distribution Agreement between the Trust and Foreside Fund Services,
LLC
2
|
|
(2)
|
Form
of Authorized Participant Agreement
2
|
(f)
|
|
Not
applicable.
|
(g)
|
|
Form
of Custody Agreement between the Trust and Brown Brothers Harriman &
Co.
2
|
(h)
|
(1)
|
Form
of Administrative Agency Agreement between the Trust and Brown Brothers
Harriman & Co.
2
|
|
(2)
|
Form
of Sub-License Agreement
2
|
|
(3)
|
Form
of Compliance and AML Services Agreement
2
|
(i)
|
(1)
|
Consent
of Sutherland Asbill & Brennan LLP
2
|
|
(2)
|
Consent
of Seward & Kissel LLP
3
|
(j)
|
|
Consent
of BBD, LLP
3
|
(k)
|
|
Not
applicable.
|
(l)
|
|
Not
applicable.
|
(m)
|
|
Not
applicable.
|
(n)
|
|
Not
applicable.
|
(o)
|
|
Not
applicable.
|
(p)
|
(1)
|
Code
of Ethics of Javelin Investment Management, LLC and the Trust
3
|
|
(2)
|
Code
of Ethics of Esposito Partners, LLC
2
|
|
(3)
|
Code
of Ethics of Foreside Fund Services, LLC
2
|
———————
1
|
Filed
with the Securities and Exchange Commission (the “SEC”) on December 9,
2008 as an exhibit to the Trust’s Registration Statement on Form N-1A
(File Nos. 333-156024; 811-22125).
|
2
|
Filed
with the SEC on May 13 , 2009 as an
exhibit to the Trust’s Registration Statement on Form N-1A (File Nos.
333-156024; 811-22125).
|
ITEM
29.
|
PERSONS CONTROLLED BY
OR UNDER COMMON CONTROL WITH REGISTRANT
|
Javelin
Investment Management, LLC, the investment advisor to the Fund (the “Adviser”),
will be the only shareholder of the Fund immediately prior to the contemplated
public offering. Therefore, the Adviser for purposes of the Investment Company Act of 1940, as amended (the “1940
Act”), controls the Fund.
ITEM
30 .
|
INDEMNIFICATION
|
Pursuant
to the Registrant’s Agreement and Declaration of Trust (the “Declaration of
Trust”) , the Trust has agreed to indemnify each person who at any time serves
as a Trustee or officer of the Trust (each such person being an ‘‘indemnitee’’)
against any liabilities and expenses, including amounts paid in satisfaction of
judgments, in compromise or as fines and penalties, and reasonable counsel fees
reasonably incurred by such indemnitee in connection with the defense or
disposition of any action, suit or other proceeding, whether civil or criminal,
before any court or administrative or investigative body in which he may be or
may have been involved as a party or otherwise or with which he may be or may
have been threatened, while acting in any capacity set forth therein by reason
of his having acted in any such capacity, except with respect to any matter as
to which he shall not have acted in good faith in the reasonable belief that his
action was in the best interest of the Trust or, in the case of any criminal
proceeding, as to which he shall have had reasonable cause to believe that the
conduct was unlawful, provided, however, that no indemnitee shall be indemnified
hereunder against any liability to any person or any expense of such indemnitee
arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross
negligence, or (iv) reckless disregard of the duties involved in the conduct of
his position (the conduct referred to in such clauses (i) through (iv) being
sometimes referred to herein as ‘‘disabling conduct’’). Notwithstanding the
foregoing, with respect to any action, suit or other proceeding voluntarily
prosecuted by any indemnitee as plaintiff, indemnification shall be mandatory
only if the prosecution of such action, suit or other proceeding by such
indemnitee (1) was authorized by a majority of the Trustees or (2) was
instituted by the indemnitee to enforce his or her rights to indemnification
hereunder in a case in which the indemnitee is found to be entitled to such
indemnification. The rights to indemnification set forth in the Declaration of
Trust shall continue as to a person who has ceased to be a Trustee or officer of
the Trust and shall inure to the benefit of his or her heirs, executors and
personal and legal representatives. No amendment or restatement of the
Declaration of Trust or repeal of any of its provisions shall limit or eliminate
any of the benefits provided to any person who at any time is or was a Trustee
or officer of the Trust or otherwise entitled to indemnification hereunder in
respect of any act or omission that occurred prior to such amendment,
restatement or repeal.
Notwithstanding
the foregoing, no indemnification shall be made under the Declaration of Trust
unless there has been a determination (i) by a final decision on the merits by a
court or other body of competent jurisdiction before whom the issue of
entitlement to indemnification hereunder was brought that such indemnitee is
entitled to indemnification hereunder or, (ii) in the absence of such a
decision, by (1) a majority vote of a quorum of those Trustees who are neither
‘‘interested persons’’ of the Trust (as defined in Section 2(a)(19) of the 1940
Act) nor parties to the proceeding (‘‘Disinterested Non-Party Trustees’’), that
the indemnitee is entitled to indemnification hereunder, or (2) if such quorum
is not obtainable or even if obtainable, if such majority so directs,
independent legal counsel in a written opinion concludes that the indemnitee
should be entitled to indemnification hereunder.
ITEM
31 .
|
BUSINESS
AND OTHER CONNECTIONS OF INVESTMENT
ADVISERS
|
Reference
is made to the caption “Management” in the Prospectuses constituting Part A
which is incorporated by reference to this Registration Statement and
“Management of the Trust” in the Statement of Additional Information
constituting Part B which is incorporated by reference to this Registration
Statement.
The
information as to the directors and officers of Javelin Investment Management,
LLC is set forth in Javelin Investment Management, LLC’s Form ADV filed with the
Securities and Exchange Commission on November 17, 2008 (Reference No. 146197)
is incorporated herein by reference.
ITEM
32 .
|
PRINCIPAL
UNDERWRITERS
|
(a)
|
Foreside Fund
Services, LLC acts as distributor for the Trust.
|
|
|
|
|
1)
|
American Beacon
Funds
|
|
2)
|
American Beacon
Mileage Funds
|
|
3)
|
American Beacon
Select Funds
|
|
4)
|
Henderson Global
Funds
|
|
5)
|
Bridgeway Funds,
Inc.
|
|
6)
|
Century Capital
Management Trust
|
|
7)
|
Sound Shore Fund,
Inc.
|
|
8)
|
Forum
Funds
|
|
9)
|
Central Park Group
Multi-Event Fund
|
|
10)
|
The CNL
Funds
|
|
11)
|
PMC Funds, Series of
the Trust for Professional Managers
|
|
12)
|
Nomura Partners
Funds, Inc.
|
|
13)
|
Wintergreen Fund,
Inc.
|
|
14)
|
RevenueShares ETF
Trust
|
|
15)
|
Direxion Shares ETF
Trust
|
|
16)
|
Javelin
Exchange-Traded Trust
|
|
17)
|
Advisor Shares
Trust
|
|
18)
|
Liberty Street
Horizon Fund, Series of the Investment Managers Series
Trust
|
|
19)
|
Old Mutual Global
Shares Trust
|
|
|
|
(b)
|
The following
officers of Foreside Fund Services, LLC, the Registrant’s underwriter,
hold the following positions with the Registrant. Their main business address is Three Canal Plaza,
Suite 100, Portland, Maine 04101.
|
Name
|
|
Address
|
|
Position
with Underwriter
|
|
Position
with Registrant
|
Mark
S. Redman
|
|
690
Taylor Road, Suite 150
Gahanna, OH
43230
|
|
President
|
|
None
|
Richard
J. Berthy
|
|
Three
Canal Plaza, Suite 100
Portland, ME
04101
|
|
Vice
President and Treasurer
|
|
None
|
Jennifer
E. Hoopes
|
|
Three
Canal Plaza, Suite 100
Portland, ME
04101
|
|
Secretary
|
|
None
|
Nanette
K. Chern
|
|
Three
Canal Plaza, Suite 100
Portland, ME
04101
|
|
Chief
Compliance Officer
and
Vice President
|
|
None
|
Mark
A. Fairbanks
|
|
Three
Canal Plaza, Suite 100
Portland, ME
04101
|
|
Deputy
Chief Compliance
Officer
and Vice President
|
|
None
|
Chris Lanza
|
|
Three
Canal Plaza, Suite 100
Portland, ME 04101
|
|
Managing
Director
|
|
None
|
ITEM
33 .
|
LOCATION OF ACCOUNTS
AND RECORDS
|
The
books, accounts and other documents required by Section 31(a) under the 1940
Act, and the rules promulgated thereunder are maintained in the physical
possession of:
Foreside
Fund Services, LLC
Three
Canal Plaza,
Portland,
Maine 04101
Brown
Brothers Harriman & Co.
40 Water
Street
Boston,
MA 02109-3661
Javelin
Investment Management, LLC
33
Witherspoon Street,
Suite
210
Princeton,
NJ 08542
Esposito
Partners, LLC
300
Crescent Court, Suite 650
Dallas,
TX 75201
ITEM
34 .
|
MANAGEMENT
SERVICES
|
Not
applicable.
Not
applicable.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933 and the Investment Company Act
of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of this Amendment to its Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Amendment No. 3 to its Registration
Statement to be signed on its behalf by the undersigned, duly authorized,
in the City of Princeton, State of New Jersey, on the 22nd day of March,
2010.
|
Javelin
Exchange-Traded Trust
|
|
|
|
|
|
|
|
By:
|
/s/
B
rinton
W.
F
rith
|
|
|
Brinton
W. Frith
|
Pursuant
to the requirements of the Securities Act of 1933, this Amendment to the
Registration Statement has been signed below by the following persons in the
capacities indicated.
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
S
andro
S
tefanelli
|
|
Trustee
|
|
March 22, 2010
|
Sandro
Stefanelli
|
|
|
|
|
|
|
|
|
|
/s/
S
tephen
Z
abielski
|
|
Trustee
|
|
March 22, 2010
|
Stephen Zabielski
|
|
|
|
|
|
|
|
|
|
/s/
B
rinton
W.
F
rith
|
|
Chairman,
Treasurer and Trustee
|
|
March 22, 2010
|
Brinton
W. Frith
|
|
|
|
|
|
|
|
|
|
/s/
C
athleen
L
esko
|
|
Secretary
|
|
March 22, 2010
|
Cathleen
Lesko
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXHIBIT
INDEX
(i)
(2)
|
Consent
of Seward & Kissel LLP
|
(j)
|
Consent
of BBD, LLP
|
(p)(1)
|
Code
of Ethics of Javelin Investment Management, LLC and the
Trust
|
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