485APOS 1 form485apos.htm GLOBAL X FUNDS 485APOS 9-10-2009 form485apos.htm


As filed with the U.S. Securities and Exchange Commission
on September 10, 2009
Securities Act File No. 333-151713
Investment Company Act File No. 811-22209

 
 
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
 
FORM N-1A

Registration Statement Under The Securities Act Of 1933 þ

Pre-Effective Amendment No. ________ q

Post-Effective Amendment No. 3 þ

and/or

Registration Statement Under The Investment Company Act Of 1940 þ

Amendment No. 6 þ
(Check appropriate box or boxes)
 
Global X Funds
(Exact Name of Registrant as Specified in Charter)
410 Park Avenue, 4th Floor
New York, NY 10022
(Address of Principal Executive Office)
 
Registrant’s Telephone Number, including Area Code:  (212) 644-6440
 
Bruno del Ama
Global X Management Company LLC
410 Park Avenue, 4th Floor
New York, NY 10022
(Name and Address of Agent for Service)
With a copy to:
Jane A. Kanter, Esq.
Dechert LLP
1775 I Street, N.W.
Washington, DC 20006-2401


It is proposed that this filing will become effective (check appropriate box)
q immediately upon filing pursuant to paragraph (b)
q on (date) pursuant to paragraph (b)
q 60 days after filing pursuant to paragraph (a)(1)
q on (date) pursuant to paragraph (a)(1)
þ 75 days after filing pursuant to paragraph (a)(2)
q on (date) pursuant to paragraph (a)(2) of rule 485.

If appropriate, check the following box:
q this post-effective amendment designates a new effective date for a previously filed post-effective amendment.
 



 
 

 
 
The information in this Prospectus is not complete and may be changed. The Trust may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion
Preliminary Prospectus dated September 10, 2009


Logo 1


Global X China Consumer ETF

Global X China Energy ETF

Global X China Financials ETF

Global X China Industrials ETF

Global X China Materials ETF

Global X China Technology ETF

 
 

 

Prospectus



[     ] 2009


Global X Funds (“Trust”) is a registered investment company that currently consists of nineteen exchange-traded funds.  This Prospectus relates to the Global X China Consumer ETF, Global X China Energy ETF, Global X China Financials ETF, Global X China Industrials ETF, Global X China Materials ETF and Global X China Technology ETF (each a “Fund” and collectively, “Funds”):

Each Fund will list its shares (“Shares”) on the NYSE Arca (“Exchange”).  The market prices for Shares may be different from the Fund’s most recent net asset value (“NAV”) per share.  Each Fund will issue and redeem Shares only in large blocks consisting of 50,000 Shares (“Creation Units”).  Each Fund has its own CUSIP number and exchange trading symbol.  Creation Units are issued and redeemed both in cash and in-kind for securities included in a specified universe.  As a practicable matter, only institutions or large investors known as Authorized Participants may purchase or redeem Creation Units.

Except when aggregated in Creation Units, Shares of each Fund are not redeemable securities.

The Securities and Exchange Commission (“SEC”) has not approved or disapproved these securities or passed upon the adequacy of this Prospectus.  Any representation to the contrary is a criminal offense.

 
 

 

Table of Contents

INTRODUCTION
1
INVESTMENT OBJECTIVES OF THE FUNDS
1
PRINCIPAL INVESTMENT STRATEGIES OF THE FUNDS
2
PRINCIPAL RISK FACTORS COMMON TO ALL FUNDs
3
PORTFOLIO HOLDINGS INFORMATION
9
DESCRIPTION OF THE FUNDS
10
BUYING AND SELLING FUND SHARES
25
FUND MANAGEMENT
26
DISTRIBUTOR
27
OTHER SERVICE PROVIDERS
28
SHAREHOLDER INFORMATION
28
FREQUENT TRADING
28
DISTRIBUTION AND SERVICE PLAN
28
DETERMINATION OF NET ASSET VALUE
29
DIVIDENDS AND DISTRIBUTIONS
30
TAXES
31
CREATIONS AND REDEMPTIONS
33
TRANSACTION FEES
35
OTHER INFORMATION
36
INFORMATION REGARDING THE INDEX PROVIDER
36
FINANCIAL HIGHLIGHTS
36

No dealer, salesperson or any other person has been authorized to give any information or to make any representations, other than those contained in this Prospectus, in connection with the offer contained in this Prospectus and, if given or made, such other information or representations must not be relied upon as having been authorized by the Funds, Global X Management Company LLC, the Fund’s investment adviser, or the Fund’s distributor, SEI Investments Distribution Co. (“Distributor”).

 
 

 

INTRODUCTION

This Prospectus contains important information about investing in the Funds.  Please read this Prospectus carefully before you make any investment decision.  An investment in the Funds is not a bank deposit and it is not guaranteed by the Federal Deposit Insurance Corporation or any governmental agency.

The Funds are non-diversified series of the Trust.  The Trust is an open-end management investment company, registered under the Investment Company Act of 1940, as amended (“1940 Act”).  The investment adviser to the Funds is Global X Management Company LLC (“Adviser”).  The Adviser provides the day-to-day portfolio management of the Funds.  Information regarding the Adviser is included under the section entitled “Fund Management” in this Prospectus.

The Funds are designed to be used as part of broader asset allocation strategies. Accordingly, investments in the Funds may not be appropriate as a complete investment program.

How Are These Funds Different From Conventional Mutual Funds?

Conventional mutual fund shares are bought from and redeemed with the issuing fund for cash at NAV typically calculated once a day.  Shares of an ETF, by contrast, cannot be purchased from or redeemed with the issuing ETF except by or through Authorized Participants, and then often only for an in-kind basket of securities.

An organized trading market is expected to exist for Shares, unlike conventional mutual fund shares, because Shares are listed for trading on the Exchange.  Investors can purchase and sell Shares on the secondary market through a broker.  Secondary-market transactions occur not at NAV, but at market prices that change throughout the day, based on the supply of, and demand for, Shares and on changes in the prices of the Fund’s portfolio holdings.  The market price of Shares will differ somewhat from the NAV of each Fund.  The difference between market price of Shares and the NAV of each Fund is expected to be small most of the time, but in times of extreme market volatility, the difference may become significant.

INVESTMENT OBJECTIVES OF THE FUNDS

Each Fund seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of its “Underlying Index”.  Each of the Fund’s investment objectives and Underlying Index may be changed without shareholder approval.  Shareholders will be given 60 days’ prior notice of any such change.

The Underlying Index is sponsored by an organization (“Index Provider”) that is independent of the Funds and the Adviser.  The Index Provider determines the relative weightings of the securities in the Underlying Index and publishes information regarding the market value of the Underlying Index.  Each Fund’s Index Provider is [  ].

The Board of Trustees of the Trust (“Board”) reserves the right to substitute a replacement index if: (i) the Index Provider no longer calculates the index; (ii) the Underlying Index license is terminated for any reason; (iii) the identity or the character of the Underlying Index is materially changed; or (iv) for any other reason determined by the Board in good faith.  If the Board determines that it is impracticable to substitute a replacement index, it will take whatever action is deemed to be in the best interests of the Fund’s shareholders.

 
1

 

PRINCIPAL INVESTMENT STRATEGIES OF THE FUNDS

The Adviser uses a “passive” or indexing approach to try to achieve each Fund’s investment objective. Unlike many investment companies, the Funds do not try to “beat” the Underlying Index and do not seek temporary defensive positions when markets decline or appear overvalued.

Each Fund will normally invest at least 80% of its total assets in the securities of the Underlying Index and in American Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”) and European Depositary Receipts (“EDRs”) (collectively, “Depositary Receipts”) based on the securities in the Underlying Index.

Each Fund may also invest up to 20% of its assets in certain futures, options and swap contracts (which may be leveraged and are considered derivatives), cash and cash equivalents, as well as in stocks not included in its Underlying Index, but which the Adviser believes will help the Fund track its Underlying Index.

Each Fund will use a replication strategy.  A replication strategy is an indexing strategy that involves investing in the securities of the Underlying Index in approximately the same proportions as in the Underlying Index.  However, the Funds may utilize a representative sampling strategy with respect to its Underlying Index when a replication strategy might be detrimental to its shareholders, such as when there are practical difficulties or substantial costs involved in compiling a portfolio of equity securities to follow its Underlying Index, in instances when a security in an Underlying Index become temporarily illiquid, unavailable or less liquid, or due to legal restrictions (such as diversification requirements that apply to the Funds but not the Underlying Indexes).

Correlation

Correlation is the extent to which the values of different types of investments move in tandem with one another in response to changing economic and market conditions.  An index is a theoretical financial calculation, while a Fund is an actual investment portfolio.  The performance of a Fund and its Underlying Index may vary somewhat due to transaction costs, asset valuations, foreign currency valuations, market impact, corporate actions (such as mergers and spin-offs), legal restrictions (such as diversification requirements that apply to the Funds but not to the Underlying Indexes), illiquid or unavailable securities, and timing variances.

The Adviser expects that, over time, the correlation between the Fund’s performance and that of its Underlying Index, before fees and expenses, will exceed 95%.  A correlation percentage of 100% would indicate perfect correlation.  If the Fund uses a replication strategy, it can be expected to have greater correlation to its Underlying Index than if the Fund uses a representative sampling.

 
2

 

Industry Concentration Policy

Each Fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries to approximately the same extent that its Underlying Index is concentrated.

Securities Lending

Each Fund may lend its portfolio securities.  In connection with such loans, each Fund receives liquid collateral equal to at least 105% of the value of the portfolio securities being lent.  This collateral is marked-to-market on a daily basis.

PRINCIPAL RISK FACTORS COMMON TO ALL FUNDS

Each Fund is subject to the principal risks described below.  Additional principal risks associated with a Fund are discussed under the description of that Fund in the Description of the Funds section.  Some or all of these risks may adversely affect the Fund’s NAV, trading price, yield, total return and/or its ability to meet its objectives.

Asset Class Risk

The returns from the types of securities in which a Fund invests may under-perform returns from the various general securities markets or different asset classes.  The stocks in the Underlying Indexes may under-perform fixed-income investments and stock market investments that track other markets, segments and sectors.  Different types of securities tend to go through cycles of out-performance and under-performance in comparison to the general securities markets.

Concentration Risk

Each Fund will concentrate its investments in issuers of one or more particular industries to the same extent that its Underlying Index is so concentrated and to the extent permitted by applicable regulatory guidance. Concentration risk results from maintaining exposure to issuers conducting business in a specific industry. There is a risk that those issuers (or industry sectors) will perform poorly and negatively impact a Fund. The risk of concentrating investments in a limited number of issuers in a particular industry is that a Fund will be more susceptible to the risks associated with that industry than a fund that does not concentrate its investments.

Counterparty Risk

Counterparty Risk is the risk that a counterparty to a swap contract or other similar investment instrument may default on its payment obligation to a Fund.  Such a default may cause the value of an investment in a Fund to decrease.

Currency Risk

Currency risk is the potential for price fluctuations in the dollar value of foreign securities because of changing currency exchange rates.  Because each Fund’s NAV is determined on the basis of U.S. dollars, you may lose money if the local currency of a foreign market depreciates against the U.S. dollar, even if the local currency value of the Fund’s holdings goes up.

 
3

 

Custody Risk

Custody risk refers to risks in the process of clearing and settling trades and to the holding of securities by local banks, agents and depositories.  Low trading volumes and volatile prices in less developed markets make trades harder to complete and settle.  Local agents are held only to the standard of care of the local markets.  Governments or trade groups may compel local agents to hold securities in designated depositories that are subject to independent evaluation.  The less developed a country’s securities market is, the greater the likelihood of custody problems occurring.

Derivatives Risk

Derivatives risk is the risk that loss may result from a Fund’s investments in options, futures and swap contracts, which may be leveraged and are types of derivatives.  Investments in leveraged instruments may result in losses exceeding the amounts invested.  The Funds may use these instruments to help the Funds track their Underlying Indexes.  Compared to conventional securities, derivatives can be more sensitive to changes in interest rates or to sudden fluctuations in market prices and thus a Fund’s losses may be greater if it invests in derivates than if it invests only in conventional securities.

Emerging Market Risk

Emerging market risk is the risk that the securities markets of emerging countries are less liquid, are especially subject to greater price volatility, have smaller market capitalizations, have less government regulation and are not subject to as extensive and frequent accounting, financial and other reporting requirements as the securities markets of more developed countries, as has historically been the case.

The risks of foreign investment are heightened when the issuer is located in an emerging country. Emerging countries are generally located in the Asia and Pacific regions, the Middle East, Eastern Europe, Latin, Central and South America and Africa.  A Fund’s purchase and sale of portfolio securities in certain emerging countries may be constrained by limitations relating to daily changes in the prices of listed securities, periodic trading or settlement volume and/or limitations on aggregate holdings of foreign investors. Such limitations may be computed based on the aggregate trading volume by or holdings of a Fund, the Adviser, its affiliates and their respective clients and other service providers.  A Fund may not be able to sell securities in circumstances where price, trading or settlement volume limitations have been reached.

Foreign investment in the securities markets of certain emerging countries is restricted or controlled to varying degrees which may limit investment in such countries or increase the administrative costs of such investments.  For example, certain Asian countries require governmental approval prior to investments by foreign persons or limit investment by foreign persons to only a specified percentage of an issuer’s outstanding securities or a specific class of securities which may have less advantageous terms (including price) than securities of the issuer available for purchase by nationals.  In addition, certain countries may restrict or prohibit investment opportunities in issuers or industries deemed important to national interests.  Such restrictions may affect the market price, liquidity and rights of securities that may be purchased by a Fund.  The repatriation of both investment income and capital from certain emerging countries is subject to restrictions such as the need for governmental consents.  In situations where a country restricts direct investment in securities (which may occur in certain Asian, Latin, Central and South American and other countries), a Fund may invest in such countries through other investment funds in such countries.

 
4

 

Many emerging countries have recently experienced currency devaluations and substantial (and, in some cases, extremely high) rates of inflation.  Other emerging countries have experienced economic recessions.  These circumstances have had a negative effect on the economies and securities markets of those emerging countries.  Economies in emerging countries generally are dependent heavily upon commodity prices and international trade and, accordingly, have been and may continue to be affected adversely by the economies of their trading partners, trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade.

Many emerging countries are subject to a substantial degree of economic, political and social instability.  Governments of some emerging countries are authoritarian in nature or have been installed or removed as a result of military coups, while governments in other emerging countries have periodically used force to suppress civil dissent.  Disparities of wealth, the pace and success of democratization, and ethnic, religious and racial disaffection, among other factors, have also led to social unrest, violence and/or labor unrest in some emerging countries.  Many emerging markets have experienced strained international relations due to border disputes, historical animosities or other defense concerns.  These situations may cause uncertainty in the markets and may adversely affect the performance of these economies.  Unanticipated political or social developments may result in sudden and significant investment losses.  Investing in emerging countries involves greater risk of loss due to expropriation, nationalization, confiscation of assets and property or the imposition of restrictions on foreign investments and on repatriation of capital invested.  As an example, in the past some Eastern European governments have expropriated substantial amounts of private property, and many claims of the property owners have never been fully settled.  There is no assurance that similar expropriations will not occur in other emerging market countries, including China.

A Fund’s investment in emerging countries may also be subject to withholding or other taxes, which may be significant and may reduce the return from an investment in such countries to the Fund.

Settlement and clearance procedures in emerging countries are frequently less developed and reliable than those in the United States and may involve a Fund’s delivery of securities before receipt of payment for their sale.  In addition, significant delays may occur in certain markets in registering the transfer of securities. Settlement, clearance or registration problems may make it more difficult for a Fund to value its portfolio securities and could cause the Fund to miss attractive investment opportunities, to have a portion of its assets uninvested or to incur losses due to the failure of a counterparty to pay for securities the Fund has delivered or the Fund’s inability to complete its contractual obligations because of theft or other reasons.  In addition, local agents and depositories are subject to local standards of care that may not be as rigorous as developed countries.  Governments and other groups may also require local agents to hold securities in depositories that are not subject to independent verification. The less developed a country’s securities market, the greater the risk to a Fund.

 
5

 

The creditworthiness of the local securities firms used by a Fund in emerging countries may not be as sound as the creditworthiness of firms used in more developed countries.  As a result, the Fund may be subject to a greater risk of loss if a securities firm defaults in the performance of its responsibilities.

A Fund’s use of foreign currency management techniques in emerging countries may be limited. Due to the limited market for these instruments in emerging countries, all or a significant portion of the Funds’ currency exposure in emerging countries may not be covered by such instruments.

Foreign Security Risk

Each Fund invests substantially all of its assets within the equity markets of countries outside of the U.S.  These markets are subject to special risks associated with foreign investment including, but not limited to: lower levels of liquidity and market efficiency; greater securities price volatility; exchange rate fluctuations and exchange controls; less availability of public information about issuers; limitations on foreign ownership of securities; imposition of withholding or other taxes; imposition of restrictions on the expatriation of the funds or other assets of the Funds; higher transaction and custody costs and delays in settlement procedures; difficulties in enforcing contractual obligations; lower levels of regulation of the securities market; and weaker accounting, disclosure and reporting requirements.  Shareholder rights under the laws of some foreign countries may not be as favorable as U.S. laws.  Thus, a shareholder may have more difficulty in asserting its rights or enforcing a judgment against a foreign company than a shareholder of a comparable U.S. company.  Investment of more than 25% of a Fund’s total assets in securities located in one country or region will subject the Fund to increased country or region risk with respect to that country or region.

Geographic Risk

Geographic risk is the risk that a Fund’s assets may be concentrated in countries located in the same geographic region.  This concentration will subject a Fund to risks associated with that particular region, such as general and local economic, political and social conditions.

China Investment Risk

Investments in securities of Chinese companies are subject to legal, regulatory, monetary, political and economic risks. The People’s Republic of China is dominated by the one-party rule of the Communist Party.  The central government has historically exercised substantial control over virtually every sector of the Chinese economy through administrative regulation and/or state ownership, and actions of the Chinese central and local government authorities continue to have a substantial effect on economic conditions in China. In addition, previously the Chinese government has from time to time taken actions that influence the prices at which certain goods may be sold, encourage companies to invest or concentrate in particular industries, induce mergers between companies in certain industries and induce private companies to publicly offer their securities to increase or continue the rate of economic growth, control the rate of inflation or otherwise regulate economic expansion. It may do so in the future as well, potentially having a significant adverse effect on economic conditions in China, the economic prospects for, and the market prices and liquidity of, the securities of China companies and the payments of dividends and interest by China companies.  Investments in China involve the risk that the Chinese government may decide not to continue to support the economic reform programs implemented in 1978 and possibly return to the completely centrally-planned economy that existed prior to 1978, and the risk of nationalization or expropriation of assets. China has suffered from social strife, inadequate job growth and corruption as it seeks to decentralize its economy.  The economy of China differs, often unfavorably, from the U.S. economy in such respects as structure, general development, government involvement, wealth distribution, rate of inflation, growth rate, allocation of resources and capital reinvestment, among others

 
6

 

From time to time, certain of the companies comprising the Underlying Index that are located in China may operate in, or have dealings with, countries subject to sanctions or embargoes imposed by the U.S. government and the United Nations and/or in countries identified by the U.S. government as state sponsors of terrorism. One or more of these companies may be subject to constraints under U.S. law or regulations which could negatively affect the company’s performance, and/or could suffer damage to its reputation if it is identified as a company which invests or deals with countries which are identified by the U.S. government as state sponsors of terrorism or subject to sanctions. As an investor in such companies, each Fund is indirectly subject to those risks.

For many years, China had a “one child” policy in order to control population growth. This policy has resulted in a rapidly aging population. This demographic factor together with deterioration in the environment, soil erosion and loss of available land threaten China’s long-term growth prospects. China and Hong Kong are prone to frequent typhoons, damaging floods, earthquakes and other natural disasters, which may adversely impact their economies and/or securities markets.

China’s economy is dependent on the other Asian economies. Any changes in these other Asian economies could adversely impact the Chinese economy. Most Asian economies are characterized by periods of over-extension of credit, currency devaluations and restrictions, rising unemployment, high inflation, decreased exports and economic recessions.

Issuer Risk

Issuer risk is the risk that any of the individual companies that a Fund invests in may perform badly, causing the value of its securities to decline.  Poor performance may be caused by poor management decisions, competitive pressures, changes in technology, disruptions in supply, labor problems or shortages, corporate restructurings, fraudulent disclosures or other factors.  Issuers may, in times of distress or on their own discretion, decide to reduce or eliminate dividends which would also cause their stock prices to decline.

Management Risk

Each Fund may not fully replicate its Underlying Index and may hold securities not included in its Underlying Index.  Therefore, each Fund is subject to management risk.  That is, the Adviser’s investment strategy, the implementation of which is subject to a number of constraints, may not produce the intended results.  The Adviser has limited experience managing an investment company.  The ability of the Adviser to successfully implement each Fund’s investment strategies will influence each Fund’s performance significantly.

 
7

 

The Funds are not actively managed.  Each Fund may be affected by a general decline in the market segments relating to its Underlying Index.  Each Fund invests in securities included in, or representative of, its Underlying Index regardless of their investment merit.  The Adviser does not attempt to take defensive positions in declining markets.

Market Risk

Market risk is the risk that the value of the securities in which a Fund invests may go up or down in response to the prospects of individual issuers and/or general economic conditions.  Price changes may be temporary or last for extended periods.  You could lose money over short periods due to fluctuation in a Fund’s NAV in response to market movements, and over longer periods during market downturns.

Market Trading Risks

Absence of Prior Active Market

Although Shares are or will be listed for trading on the Exchange and may be listed on certain foreign exchanges, there can be no assurance that an active trading market for such Shares will develop or be maintained.

Lack of Market Liquidity

Secondary market trading in Shares may be halted by the Exchange because of market conditions or for other reasons.  In addition, trading in Shares is subject to trading halts caused by extraordinary market volatility pursuant to “circuit breaker” rules.  There can be no assurance that the requirements necessary to maintain the listing of Shares will continue to be met or will remain unchanged.

Shares of the Funds May Trade at Prices Other Than NAV

Shares of the Funds may trade at, above or below their NAV.  The per share NAV of each Fund will fluctuate with changes in the market value of such Fund’s holdings.  The trading prices of Shares will fluctuate in accordance with changes in its NAV as well as market supply and demand.  However, given that Shares can be created and redeemed only in Creation Units at NAV (unlike shares of many closed-end funds, which frequently trade at appreciable discounts from, and sometimes at premiums to, their NAVs), the Adviser believes that large discounts or premiums to the NAV of the Shares should not be sustained.  While the creation/redemption feature is designed to make it likely that Shares normally will trade close to the Fund’s NAV, disruptions to creations and redemptions may result in trading prices that differ significantly from NAV.

 
8

 

Since foreign exchanges may be open on days when the Funds do not price Shares, the value of the securities in the Fund’s portfolio may change on days when shareholders will not be able to purchase or sell Shares.

Secondary Market Trading Risk

Shares of the Fund may trade in the secondary market on days when the Funds do 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 be experienced on days when the Fund accepts purchase and redemption orders.

Non-Diversification Risk

Each Fund is classified as “non-diversified.” This means that each Fund may invest most of its assets in securities issued by or representing a small number of companies.  As a result, each Fund may be more susceptible to the risks associated with these particular companies, or to a single economic, political or regulatory occurrence affecting these companies.

Securities Lending Risk

Each Fund may engage in lending its portfolio securities. Although a Fund will receive collateral in connection with all loans of its securities holdings, a Fund would be exposed to a risk of loss should a borrower default on its obligation to return the borrowed securities (e.g., the loaned securities may have appreciated beyond the value of the collateral held by a Fund). In addition, a Fund will bear the risk of loss of any cash collateral that it invests.

Securities Market Risk

Because the securities markets in the countries in which each Fund invests are smaller in size, less developed and are less correlated to global economic cycles than those markets located in more developed countries (such as the United States, Japan and most Western European countries), the securities markets in such countries are subject to greater risks associated with market volatility, lower market capitalization, lower trading volume, illiquidity, inflation, greater price fluctuations and uncertainty regarding the existence of trading markets.  Moreover, trading on securities markets may be suspended altogether.  A Fund’s investment in securities in these countries are subject to the risk that the liquidity of a particular security or investments generally, will shrink or disappear suddenly and without warning as a result of adverse economic, market or political conditions or adverse investor perceptions, whether or not accurate.  Because of the lack of sufficient market liquidity, a Fund may incur losses because it will be required to effect sales at a disadvantageous time and then only at a substantial drop in price.  Investments in these countries may be more difficult to price precisely because of the characteristics discussed above and lower trading volumes.

Market volatility in the countries in which each Fund invests may also be heightened by the actions of a small number of investors.  Brokerage firms in these countries may be fewer in number and less established than brokerage firms in more developed markets.  Since the Funds may need to effect securities transactions through these brokerage firms, the Funds are subject to the risk that these brokerage firms will not be able to fulfill their obligations to the Funds (counterparty risk).  This risk is magnified to the extent the Funds effect securities transactions through a single brokerage firm or a small number of brokerage firms.

 
9

 

Tracking Risk

Tracking risk is the risk that a Fund’s performance may vary substantially from the performance of the Underlying Index it tracks as a result of imperfect correlation between the Fund’s securities and those of the Underlying Index.  Imperfect correlation may result from share purchases and redemptions, expenses, changes in the Underlying Indexes, asset valuations, foreign currency valuations, market impact, corporate actions (such as mergers and spin-offs), legal restrictions (such as tax-related diversification requirements that apply to the Funds but not to the Underlying Index) and timing variances, among other factors.

PORTFOLIO HOLDINGS INFORMATION

A description of the Trust’s policies and procedures with respect to the disclosure of the Funds’ portfolio securities is available in the Funds’ combined Statement of Additional Information (“SAI”).  The top largest holdings of each Fund can be found at www.globalxfunds.com and Fund Fact sheets provide information regarding each Fund’s top holdings and may be requested by calling 1-888-GX-Fund-1 (1-888-493-8631).

 
10

 

DESCRIPTION OF THE FUNDS

Global X China Consumer ETF

Investment Objective

The Global X China Consumer ETF seeks to provide investment results that correspond generally to the price and yield performance, before fees and expenses, of the [ ] Index (the “Underlying Index”).

Principal Investment Strategy

The Underlying Index is a free float adjusted, liquidity tested and market capitalization-weighted index that is designed to measure performance of the investable universe of companies in the Consumer sector of the Chinese economy, as defined by [index provider].  [Index provider] does not guarantee the inclusion of all relevant securities in the Underlying Index.  Only shares open to foreign ownership are eligible for inclusion in the Underlying Index, such as Hong Kong listed securities incorporated in main land China (H-shares) or with main business operations in China (Red Chips), and Chinese ADRs and GDRs.

The Fund defines Consumer companies as companies that are included in the [ ] Index at the time of purchase and generally includes companies whose businesses involve: general retail; diversified consumer services; food production and retail; beverages; household goods; leisure goods; personal goods; automobiles, auto components and distributors; tobacco; media; and travel and leisure.  As of [   ] 2009, the Underlying Index’s three largest stocks were [ ], [ ] and [ ].

Principal Risks Specific to Fund

In addition to the risks listed in the section “Principal Risk Factors Common to All Funds,” the Fund is subject to the risks listed below.

Consumer Sector Risk.  The consumer sector may be strongly affected by fads, marketing campaigns and other factors affecting supply and demand, including performance of the overall domestic and international economy, interest rates, currency exchange rates, and consumer confidence.  Companies in the consumer sector may be subject to severe competition, which may also have an adverse impact on their profitability.  Success depends heavily on disposable household income and consumer spending.  Governmental regulation affecting the use of various food additives may affect the profitability of certain companies represented in the Underlying Index. In addition, tobacco companies in the consumer sector may be adversely affected by new laws, regulation and litigation.  Changes in demographics and consumer tastes can also affect the demand for, and success of, consumer products and services in the marketplace.

 
11

 

Performance Information

The Fund has only recently begun operations, so performance information is not yet available.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold Shares of the Fund.  You will also incur usual and customary brokerage commission when buying and selling Shares.

Shareholder Fees  
(fees paid directly from your investment, but see the Creation Unit Transactions Fees and Redemption Transaction Fees below)
None
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)1
Management Fee:2
[     %]
Distribution and/or service (12b-1) fees:3
None
Other Expenses:4
None
Total Annual Fund Operating Expenses:
[     %]

The following example is intended to help retail investors compare the cost of investing in the Fund with the cost of investing in other funds.  The example illustrates the hypothetical expenses that such investors would incur over various periods if they invest $10,000 in the Fund.  The example assumes that the Fund provides a return of 5% a year and that operating expenses remain the same. This example does not include the brokerage commissions that retail investors will pay to buy and sell Shares.  It also does not include the transaction fees on purchases and redemptions of Creation Units, because these fees will not be imposed on retail investors.
____________________________
1
Expressed as a percentage of average daily net assets
 
2
Management Fees reflect an investment advisory fee and a supervisory and administrative fee.  For more information about the supervisory and administrative fee, see “Investment Adviser” under “Fund Management”.
 
3
The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which the Fund may bear a 12b-1 fee not to exceed 0.25% per annum of the Fund’s average daily net assets.  However, no such fee is currently paid by the Fund.
4
The Fund bears other expenses that are not covered under the supervisory and administrative fee, which may vary and affect the total level of expenses paid by the Fund, such as taxes and governmental fees, brokerage fees, commissions and other transaction expenses, costs of borrowing money, including interest expenses and extraordinary expenses (such as litigation and indemnification expenses).

 
12

 
 
One Year
Three Years
[ ]
[ ]

These examples should not be considered to represent actual expenses on performance from the past or for the future.

Creation Unit Transactions Fees and Redemption Transaction Fees

The Fund issues and redeems Shares at NAV and only in large blocks of 50,000 Shares (each block of 50,000 Shares called a “Creation Unit”) or multiples thereof.  As a practical matter, only broker-dealers or large institutional investors with creation and redemption agreements known as Authorized Participants can purchase or redeem these Creation Units.  Purchasers of Creation Units at NAV must pay a standard Creation Transaction Fee of [$           ] per transaction (assuming 50,000 Shares in each Creation Unit).  The fee is a single charge and will be the same regardless of the number of Creation Units purchased by an investor on the same day  The value of a Creation Unit as of first creation was approximately [       ].  An Authorized Participant who holds Creation Units and wishes to redeem at NAV would also pay a standard Redemption Fee of $[     ] per transaction (assuming 50,000 Shares in each Creation Unit), on the date of such redemption, regardless of the number of Creation Units redeemed that day.  If a Creation Unit is purchased or redeemed for cash, a higher Transaction Fee will be charged.  See “Transaction Fees” later in this Prospectus.

Investors who hold Creation Units will also pay the Annual Fund Operating Expenses described in the table above.  Assuming an investment in a Creation Unit of [       ] and a 5% return each year, and assuming that the Fund’s gross operating expenses remain the same, the total cost would be [$       ] if the Creation Unit is redeemed after one year, and [$       ] if the Creation Unit is redeemed after three years.

The Transaction Fee is not an expense of the Fund and does not impact the Fund’s expense ratio.

 
13

 

Global X China Energy ETF

Investment Objective

The Global X China Energy ETF seeks to provide investment results that correspond generally to the price and yield performance, before fees and expenses, of the [ ] Index (the “Underlying Index”).

Principal Investment Strategy

The Underlying Index is a free float adjusted, liquidity tested and market capitalization-weighted index that is designed to measure performance of the investable universe of companies in the Energy sector of the Chinese economy, as defined by [index provider].  [Index provider] does not guarantee the inclusion of all relevant securities in the Underlying Index.  Only shares open to foreign ownership are eligible for inclusion in the Underlying Index, such as Hong Kong listed securities incorporated in main land China (H-shares) or with main business operations in China (Red chips), and Chinese ADRs and GDRs.
 
The Fund defines Energy companies as companies that are included in the [ ] Index at the time of purchase and generally includes companies whose businesses involve: oil, gas, consumable fuels, alternative energy and electricity production and distribution; and energy equipment and services.  As of [    ] 2009, the Underlying Index’s three largest stocks were [ ], [ ] and [ ].

Principal Risks Specific to Fund

In addition to the risks listed in the section “Principal Risk Factors Common to All Funds,” the Fund is subject to the risks listed below.

Energy Sector Risk.  Securities of companies in the energy sector are subject to swift energy price and supply fluctuations caused by events relating to international politics, energy conservation, the success of exploration projects, and tax and other governmental regulatory policies. Weak demand for the companies’ products or services or for energy products and services in general, as well as negative developments in these other areas, would adversely impact this Fund’s performance.  Companies in the oil and gas sector (including alternative energy suppliers) may be adversely affected by natural disasters or other catastrophes, and may be at risk for environmental damage claims. These companies may also be adversely affected by changes in exchange rates, interest rates, economic conditions or world events in the regions that the companies operate (i.e., expropriation, nationalization, confiscation of assets and coups, social unrest, violence or labor unrest).  Most or all of the Fund’s investments are in companies located in emerging market countries, which may heighten these risks.  Companies engaged in the distribution of energy, including electricity and gas, may be adversely affected by governmental limitation on rates charged to customers.  Deregulation and greater competition may adversely affect the profitability of these companies and lead to diversification outside of their original geographic regions and their traditional lines of business, potentially increasing risk and making the price of their equity securities more volatile.

 
14

 

Performance Information

The Fund has only recently begun operations, so performance information is not yet available.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold Shares of the Fund.  You will also incur usual and customary brokerage commission when buying and selling Shares.

Shareholder Fees  
(fees paid directly from your investment, but see the Creation Unit Transactions Fees and Redemption Transaction Fees below)
None
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)1
Management Fee:2
[     %]
Distribution and/or service (12b-1) fees:3
None
Other Expenses:4
None
Total Annual Fund Operating Expenses:
[     %]

The following example is intended to help retail investors compare the cost of investing in the Fund with the cost of investing in other funds.  The example illustrates the hypothetical expenses that such investors would incur over various periods if they invest $10,000 in the Fund.  The example assumes that the Fund provides a return of 5% a year and that operating expenses remain the same. This example does not include the brokerage commissions that retail investors will pay to buy and sell Shares.  It also does not include the transaction fees on purchases and redemptions of Creation Units, because these fees will not be imposed on retail investors.
____________________________
 
1
Expressed as a percentage of average daily net assets
 
2
Management Fees reflect an investment advisory fee and a supervisory and administrative fee.  For more information about the supervisory and administrative fee, see “Investment Adviser” under “Fund Management”.
 
3
The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which the Fund may bear a 12b-1 fee not to exceed 0.25% per annum of the Fund’s average daily net assets.  However, no such fee is currently paid by the Fund.
4
The Fund bears other expenses that are not covered under the supervisory and administrative fee, which may vary and affect the total level of expenses paid by the Fund, such as taxes and governmental fees, brokerage fees, commissions and other transaction expenses, costs of borrowing money, including interest expenses and extraordinary expenses (such as litigation and indemnification expenses).

 
15

 
 
One Year
Three Years
[ ]
[ ]

These examples should not be considered to represent actual expenses on performance from the past or for the future.

Creation Unit Transactions Fees and Redemption Transaction Fees

The Fund issues and redeems Shares at NAV and only in large blocks of 50,000 Shares (each block of 50,000 Shares called a “Creation Unit”) or multiples thereof.  As a practical matter, only broker-dealers or large institutional investors with creation and redemption agreements known as Authorized Participants can purchase or redeem these Creation Units.  Purchasers of Creation Units at NAV must pay a standard Creation Transaction Fee of [$           ] per transaction (assuming 50,000 Shares in each Creation Unit).  The fee is a single charge and will be the same regardless of the number of Creation Units purchased by an investor on the same day  The value of a Creation Unit as of first creation was approximately [       ].  An Authorized Participant who holds Creation Units and wishes to redeem at NAV would also pay a standard Redemption Fee of $[     ] per transaction (assuming 50,000 Shares in each Creation Unit), on the date of such redemption, regardless of the number of Creation Units redeemed that day.  If a Creation Unit is purchased or redeemed for cash, a higher Transaction Fee will be charged.  See “Transaction Fees” later in this Prospectus.

Investors who hold Creation Units will also pay the Annual Fund Operating Expenses described in the table above.  Assuming an investment in a Creation Unit of [       ] and a 5% return each year, and assuming that the Fund’s gross operating expenses remain the same, the total cost would be [$       ] if the Creation Unit is redeemed after one year, and [$       ] if the Creation Unit is redeemed after three years.

The Transaction Fee is not an expense of the Fund and does not impact the Fund’s expense ratio.

 
16

 

Global X China Financials ETF

Investment Objective

The Global X China Financials ETF seeks to provide investment results that correspond generally to the price and yield performance, before fees and expenses, of the [ ] Index (the “Underlying Index”).

Principal Investment Strategy

The Underlying Index is a free float adjusted, liquidity tested and market capitalization-weighted index that is designed to measure performance of the investable universe of companies in the Financials sector of the Chinese economy, as defined by [index provider].  [Index provider] does not guarantee the inclusion of all relevant securities in the Underlying Index.  Only shares open to foreign ownership are eligible for inclusion in the Underlying Index, such as Hong Kong listed securities incorporated in main land China (H-shares) or with main business operations in China (Red chips), and Chinese ADRs and GDRs.
 
The Fund defines Financial companies as companies that are included in the [ ] Index at the time of purchase and generally includes companies whose businesses involve: banking; insurance; real estate; and financial services.  As of [    ] 2009, the Underlying Index’s three largest stocks were [ ], [ ] and [ ].

Principal Risks Specific to Fund

In addition to the risks listed in the section “Principal Risk Factors Common to All Funds,” the Fund is subject to the risks listed below.

Financials Sector Risk.  Companies in the Financials sector are subject to extensive governmental regulation, which may adversely affect the scope of their activities, the prices they can charge and the amount of capital they must maintain. Governmental regulation may change frequently. The Financials sector is exposed to risks that may impact the value of investments in the Financials sector more severely than investments outside this sector, including operating with substantial financial leverage. The Financials sector may also be adversely affected by increases in interest rates and loan losses, decreases in the availability of money or asset valuations and adverse conditions in other related markets. Recently, the deterioration of the credit markets has caused an adverse impact in a broad range of mortgage, asset-backed, auction rate and other markets, including U.S. and international credit and interbank money markets generally, thereby affecting a wide range of financial services institutions and markets. This situation has created instability in the financial services markets and caused certain financial services companies to incur large losses or even become insolvent or bankrupt. Some financial services companies have experienced declines in the valuations of their assets, taken action to raise capital (such as the issuance of debt or equity securities), or even ceased operations. These actions have caused the securities of many financial services companies to decline in value.  Insurance companies may be subject to severe price competition. Adverse economic, business or political developments affecting real estate, which may include, but are not limited to, possible declines in the value of real estate, adverse changes in national, state or local real estate conditions; obsolescence of properties; changes in the availability, cost and terms of mortgage funds (including changes in interest rates), the impact of changes in environmental laws, overbuilding in a real estate company’s market, and environmental problems, could have a major effect on the value of real estate securities (which include REITs).

 
17

 

Performance Information

The Fund has only recently begun operations, so performance information is not yet available.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold Shares of the Fund.  You will also incur usual and customary brokerage commission when buying and selling Shares.

Shareholder Fees  
(fees paid directly from your investment, but see the Creation Unit Transactions Fees and Redemption Transaction Fees below)
None
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)1
Management Fee:2
[     %]
Distribution and/or service (12b-1) fees:3
None
Other Expenses:4
None
Total Annual Fund Operating Expenses:
[     %]

The following example is intended to help retail investors compare the cost of investing in the Fund with the cost of investing in other funds.  The example illustrates the hypothetical expenses that such investors would incur over various periods if they invest $10,000 in the Fund.  The example assumes that the Fund provides a return of 5% a year and that operating expenses remain the same. This example does not include the brokerage commissions that retail investors will pay to buy and sell Shares.  It also does not include the transaction fees on purchases and redemptions of Creation Units, because these fees will not be imposed on retail investors.
____________________________
 
1
Expressed as a percentage of average daily net assets
 
2
Management Fees reflect an investment advisory fee and a supervisory and administrative fee.  For more information about the supervisory and administrative fee, see “Investment Adviser” under “Fund Management”.
 
3
The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which the Fund may bear a 12b-1 fee not to exceed 0.25% per annum of the Fund’s average daily net assets.  However, no such fee is currently paid by the Fund.
4
The Fund bears other expenses that are not covered under the supervisory and administrative fee, which may vary and affect the total level of expenses paid by the Fund, such as taxes and governmental fees, brokerage fees, commissions and other transaction expenses, costs of borrowing money, including interest expenses and extraordinary expenses (such as litigation and indemnification expenses).

 
18

 
 
One Year
Three Years
[ ]
[ ]

These examples should not be considered to represent actual expenses on performance from the past or for the future.

Creation Unit Transactions Fees and Redemption Transaction Fees

The Fund issues and redeems Shares at NAV and only in large blocks of 50,000 Shares (each block of 50,000 Shares called a “Creation Unit”) or multiples thereof.  As a practical matter, only broker-dealers or large institutional investors with creation and redemption agreements known as Authorized Participants can purchase or redeem these Creation Units.  Purchasers of Creation Units at NAV must pay a standard Creation Transaction Fee of [$           ] per transaction (assuming 50,000 Shares in each Creation Unit).  The fee is a single charge and will be the same regardless of the number of Creation Units purchased by an investor on the same day  The value of a Creation Unit as of first creation was approximately [       ].  An Authorized Participant who holds Creation Units and wishes to redeem at NAV would also pay a standard Redemption Fee of $[     ] per transaction (assuming 50,000 Shares in each Creation Unit), on the date of such redemption, regardless of the number of Creation Units redeemed that day.  If a Creation Unit is purchased or redeemed for cash, a higher Transaction Fee will be charged.  See “Transaction Fees” later in this Prospectus.

Investors who hold Creation Units will also pay the Annual Fund Operating Expenses described in the table above.  Assuming an investment in a Creation Unit of [       ] and a 5% return each year, and assuming that the Fund’s gross operating expenses remain the same, the total cost would be [$       ] if the Creation Unit is redeemed after one year, and [$       ] if the Creation Unit is redeemed after three years.

The Transaction Fee is not an expense of the Fund and does not impact the Fund’s expense ratio.

 
19

 

Global X China Industrials ETF

Investment Objective

The Global X China Industrials ETF seeks to provide investment results that correspond generally to the price and yield performance, before fees and expenses, of the [ ] Index (the “Underlying Index”).

Principal Investment Strategy

The Underlying Index is a free float adjusted, liquidity tested and market capitalization-weighted index that is designed to measure performance of the investable universe of companies in the Industrials sector of the Chinese economy, as defined by [index provider].  [Index provider] does not guarantee the inclusion of all relevant securities in the Underlying Index.  Only shares open to foreign ownership are eligible for inclusion in the Underlying Index, such as Hong Kong listed securities incorporated in main land China (H-shares) or with main business operations in China (Red chips), and Chinese ADRs and GDRs.
 
The Fund defines Industrial companies as companies that are included in the [ ] Index at the time of purchase and generally includes companies whose businesses involve: construction and materials; electronic and electrical equipment; industrial engineering; industrial transportation; and support services; and trading companies, shipbuilding and aerospace.  As of [    ] 2009, the Underlying Index’s three largest stocks were [ ], [ ] and [ ].

Principal Risks Specific to Fund

In addition to the risks listed in the section “Principal Risk Factors Common to All Funds,” the Fund is subject to the risks listed below.

Industrials Sector Risk.  The stock prices of companies in the Industrials sector are affected by supply and demand both for their specific product or service and for industrials sector products in general. The products of manufacturing companies may face product obsolescence due to rapid technological developments and frequent new product introduction. Government regulation, world events and economic conditions affect the performance of companies in the Industrials sector.  Companies in the Industrials sector may be adversely affected by damages from environmental claims and product liability claims.

Performance Information

The Fund has only recently begun operations, so performance information is not yet available.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold Shares of the Fund.  You will also incur usual and customary brokerage commission when buying and selling Shares.

 
20

 
 
Shareholder Fees  
(fees paid directly from your investment, but see the Creation Unit Transactions Fees and Redemption Transaction Fees below)
None
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)1
Management Fee:2
[     %]
Distribution and/or service (12b-1) fees:3
None
Other Expenses:4
None
Total Annual Fund Operating Expenses:
[     %]

The following example is intended to help retail investors compare the cost of investing in the Fund with the cost of investing in other funds.  The example illustrates the hypothetical expenses that such investors would incur over various periods if they invest $10,000 in the Fund.  The example assumes that the Fund provides a return of 5% a year and that operating expenses remain the same. This example does not include the brokerage commissions that retail investors will pay to buy and sell Shares.  It also does not include the transaction fees on purchases and redemptions of Creation Units, because these fees will not be imposed on retail investors.

One Year
Three Years
[ ]
[ ]

These examples should not be considered to represent actual expenses on performance from the past or for the future.

Creation Unit Transactions Fees and Redemption Transaction Fees

The Fund issues and redeems Shares at NAV and only in large blocks of 50,000 Shares (each block of 50,000 Shares called a “Creation Unit”) or multiples thereof.  As a practical matter, only broker-dealers or large institutional investors with creation and redemption agreements known as Authorized Participants can purchase or redeem these Creation Units.  Purchasers of Creation Units at NAV must pay a standard Creation Transaction Fee of [$           ] per transaction (assuming 50,000 Shares in each Creation Unit).  The fee is a single charge and will be the same regardless of the number of Creation Units purchased by an investor on the same day  The value of a Creation Unit as of first creation was approximately [       ].  An Authorized Participant who holds Creation Units and wishes to redeem at NAV would also pay a standard Redemption Fee of $[     ] per transaction (assuming 50,000 Shares in each Creation Unit), on the date of such redemption, regardless of the number of Creation Units redeemed that day.  If a Creation Unit is purchased or redeemed for cash, a higher Transaction Fee will be charged.  See “Transaction Fees” later in this Prospectus.
____________________________
 
1
Expressed as a percentage of average daily net assets
 
2
Management Fees reflect an investment advisory fee and a supervisory and administrative fee.  For more information about the supervisory and administrative fee, see “Investment Adviser” under “Fund Management”.
 
3
The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which the Fund may bear a 12b-1 fee not to exceed 0.25% per annum of the Fund’s average daily net assets.  However, no such fee is currently paid by the Fund.
4
The Fund bears other expenses that are not covered under the supervisory and administrative fee, which may vary and affect the total level of expenses paid by the Fund, such as taxes and governmental fees, brokerage fees, commissions and other transaction expenses, costs of borrowing money, including interest expenses and extraordinary expenses (such as litigation and indemnification expenses).

 
21

 

Investors who hold Creation Units will also pay the Annual Fund Operating Expenses described in the table above.  Assuming an investment in a Creation Unit of [       ] and a 5% return each year, and assuming that the Fund’s gross operating expenses remain the same, the total cost would be [$       ] if the Creation Unit is redeemed after one year, and [$       ] if the Creation Unit is redeemed after three years.

The Transaction Fee is not an expense of the Fund and does not impact the Fund’s expense ratio.

 
22

 

Global X China Materials ETF

Investment Objective

The Global X China Materials ETF seeks to provide investment results that correspond generally to the price and yield performance, before fees and expenses, of the [ ] Index (the “Underlying Index”).

Principal Investment Strategy

The Underlying Index is a free float adjusted, liquidity tested and market capitalization-weighted index that is designed to measure performance of the investable universe of companies in the Materials sector of the Chinese economy, as defined by [index provider].  [Index provider] does not guarantee the inclusion of all relevant securities in the Underlying Index.  Only shares open to foreign ownership are eligible for inclusion in the Underlying Index, such as Hong Kong listed securities incorporated in main land China (H-shares) or with main business operations in China (Red chips), and Chinese ADRs and GDRs.
 
The Fund defines Materials companies as companies that are included in the [ ] Index at the time of purchase and generally includes companies whose businesses involve: chemicals; metals and mining; and forestry and paper products.  As of [   ] 2009, the Underlying Index’s three largest stocks were [ ], [ ] and [ ].

Principal Risks Specific to Fund

In addition to the risks listed in the section “Principal Risk Factors Common to All Funds,” the Fund is subject to the risks listed below.

Materials Sector Risk.  Issuers in the materials sector could be adversely affected by commodity price volatility, exchange rates, import controls and worldwide competition.  At times, worldwide production of industrial materials has exceeded demand as a result of over-building or economic downturns, leading to poor investment returns or losses.  Issuers in the materials sector are at risk for environmental damage and product liability claims and may be adversely affected by depletion of resources, technical progress, labor relations and governmental regulations.

Performance Information

The Fund has only recently begun operations, so performance information is not yet available.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold Shares of the Fund.  You will also incur usual and customary brokerage commission when buying and selling Shares.

 
23

 
 
Shareholder Fees  
(fees paid directly from your investment, but see the Creation Unit Transactions Fees and Redemption Transaction Fees below)
None
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)1
Management Fee:2
[     %]
Distribution and/or service (12b-1) fees:3
None
Other Expenses:4
None
Total Annual Fund Operating Expenses:
[     %]

The following example is intended to help retail investors compare the cost of investing in the Fund with the cost of investing in other funds.  The example illustrates the hypothetical expenses that such investors would incur over various periods if they invest $10,000 in the Fund.  The example assumes that the Fund provides a return of 5% a year and that operating expenses remain the same. This example does not include the brokerage commissions that retail investors will pay to buy and sell Shares.  It also does not include the transaction fees on purchases and redemptions of Creation Units, because these fees will not be imposed on retail investors.

One Year
Three Years
[ ]
[ ]

These examples should not be considered to represent actual expenses on performance from the past or for the future.

Creation Unit Transactions Fees and Redemption Transaction Fees

The Fund issues and redeems Shares at NAV and only in large blocks of 50,000 Shares (each block of 50,000 Shares called a “Creation Unit”) or multiples thereof.  As a practical matter, only broker-dealers or large institutional investors with creation and redemption agreements known as Authorized Participants can purchase or redeem these Creation Units.  Purchasers of Creation Units at NAV must pay a standard Creation Transaction Fee of [$           ] per transaction (assuming 50,000 Shares in each Creation Unit).  The fee is a single charge and will be the same regardless of the number of Creation Units purchased by an investor on the same day  The value of a Creation Unit as of first creation was approximately [       ].  An Authorized Participant who holds Creation Units and wishes to redeem at NAV would also pay a standard Redemption Fee of $[     ] per transaction (assuming 50,000 Shares in each Creation Unit), on the date of such redemption, regardless of the number of Creation Units redeemed that day.  If a Creation Unit is purchased or redeemed for cash, a higher Transaction Fee will be charged.  See “Transaction Fees” later in this Prospectus.
____________________________
 
1
Expressed as a percentage of average daily net assets
 
2
Management Fees reflect an investment advisory fee and a supervisory and administrative fee.  For more information about the supervisory and administrative fee, see “Investment Adviser” under “Fund Management”.
 
3
The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which the Fund may bear a 12b-1 fee not to exceed 0.25% per annum of the Fund’s average daily net assets.  However, no such fee is currently paid by the Fund.
4
The Fund bears other expenses that are not covered under the supervisory and administrative fee, which may vary and affect the total level of expenses paid by the Fund, such as taxes and governmental fees, brokerage fees, commissions and other transaction expenses, costs of borrowing money, including interest expenses and extraordinary expenses (such as litigation and indemnification expenses).

 
24

 

Investors who hold Creation Units will also pay the Annual Fund Operating Expenses described in the table above.  Assuming an investment in a Creation Unit of [       ] and a 5% return each year, and assuming that the Fund’s gross operating expenses remain the same, the total cost would be [$       ] if the Creation Unit is redeemed after one year, and [$       ] if the Creation Unit is redeemed after three years.

The Transaction Fee is not an expense of the Fund and does not impact the Fund’s expense ratio.

 
25

 

Global X China Technology ETF

Investment Objective

The Global X China Technology ETF seeks to provide investment results that correspond generally to the price and yield performance, before fees and expenses, of the [ ] Index (the “Underlying Index”).

Principal Investment Strategy

The Underlying Index is a free float adjusted, liquidity tested and market capitalization-weighted index that is designed to measure performance of the investable universe of companies in the Technology sector of the Chinese economy, as defined by [index provider].  [Index provider] does not guarantee the inclusion of all relevant securities in the Underlying Index.  Only shares open to foreign ownership are eligible for inclusion in the Underlying Index, such as Hong Kong listed securities incorporated in main land China (H-shares) or with main business operations in China (Red chips), and Chinese ADRs and GDRs.
 
The Fund defines Technology companies as companies that are included in the [ ] Index at the time of purchase and generally includes companies whose businesses involve: software; computers and peripherals; diversified telecommunication services; communications equipment; semiconductor and semiconductor equipment; internet software and services; IT services; electronic equipment, instruments and components; wireless telecommunication services; and office electronics.  As of [   ] 2009, the Underlying Index’s three largest stocks were [ ], [ ] and [ ].

Principal Risks Specific to Fund

In addition to the risks listed in the section “Principal Risk Factors Common to All Funds,” the Fund is subject to the risks listed below.

Technology Sector Risk.  Market or economic factors impacting technology companies and companies that rely heavily on technology advances could have a major effect on the value of the Fund’s investments. The value of stocks of technology companies and companies that rely heavily on technology is particularly vulnerable to rapid changes in technology product cycles, rapid product obsolescence, government regulation and increased competition, both domestically and internationally, including competition from foreign competitors with lower production costs.  Technology companies and companies that rely heavily on technology, especially those of smaller, less-seasoned companies, tend to be more volatile than the overall market.  These companies also are heavily dependent on patent and intellectual property rights, the loss or impairment of which may adversely affect profitability.  Additionally, companies in the technology sector may face dramatic and often unpredictable changes in growth rates and competition for the services of qualified personnel.

Performance Information

The Fund has only recently begun operations, so performance information is not yet available.

 
26

 

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold Shares of the Fund.  You will also incur usual and customary brokerage commission when buying and selling Shares.

Shareholder Fees  
(fees paid directly from your investment, but see the Creation Unit Transactions Fees and Redemption Transaction Fees below)
None
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)1
Management Fee:2
[     %]
Distribution and/or service (12b-1) fees:3
None
Other Expenses:4
None
Total Annual Fund Operating Expenses:
[     %]

The following example is intended to help retail investors compare the cost of investing in the Fund with the cost of investing in other funds.  The example illustrates the hypothetical expenses that such investors would incur over various periods if they invest $10,000 in the Fund.  The example assumes that the Fund provides a return of 5% a year and that operating expenses remain the same. This example does not include the brokerage commissions that retail investors will pay to buy and sell Shares.  It also does not include the transaction fees on purchases and redemptions of Creation Units, because these fees will not be imposed on retail investors.

One Year
Three Years
[ ]
[ ]
____________________________
 
1
Expressed as a percentage of average daily net assets
 
2
Management Fees reflect an investment advisory fee and a supervisory and administrative fee.  For more information about the supervisory and administrative fee, see “Investment Adviser” under “Fund Management”.
 
3
The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which the Fund may bear a 12b-1 fee not to exceed 0.25% per annum of the Fund’s average daily net assets.  However, no such fee is currently paid by the Fund.
4
The Fund bears other expenses that are not covered under the supervisory and administrative fee, which may vary and affect the total level of expenses paid by the Fund, such as taxes and governmental fees, brokerage fees, commissions and other transaction expenses, costs of borrowing money, including interest expenses and extraordinary expenses (such as litigation and indemnification expenses).

 
27

 

These examples should not be considered to represent actual expenses on performance from the past or for the future.

Creation Unit Transactions Fees and Redemption Transaction Fees

The Fund issues and redeems Shares at NAV and only in large blocks of 50,000 Shares (each block of 50,000 Shares called a “Creation Unit”) or multiples thereof.  As a practical matter, only broker-dealers or large institutional investors with creation and redemption agreements known as Authorized Participants can purchase or redeem these Creation Units.  Purchasers of Creation Units at NAV must pay a standard Creation Transaction Fee of [$           ] per transaction (assuming 50,000 Shares in each Creation Unit).  The fee is a single charge and will be the same regardless of the number of Creation Units purchased by an investor on the same day  The value of a Creation Unit as of first creation was approximately [       ].  An Authorized Participant who holds Creation Units and wishes to redeem at NAV would also pay a standard Redemption Fee of $[     ] per transaction (assuming 50,000 Shares in each Creation Unit), on the date of such redemption, regardless of the number of Creation Units redeemed that day.  If a Creation Unit is purchased or redeemed for cash, a higher Transaction Fee will be charged.  See “Transaction Fees” later in this Prospectus.

Investors who hold Creation Units will also pay the Annual Fund Operating Expenses described in the table above.  Assuming an investment in a Creation Unit of [       ] and a 5% return each year, and assuming that the Fund’s gross operating expenses remain the same, the total cost would be [$       ] if the Creation Unit is redeemed after one year, and [$       ] if the Creation Unit is redeemed after three years.

The Transaction Fee is not an expense of the Fund and does not impact the Fund’s expense ratio.

 
28

 

BUYING AND SELLING FUND SHARES

Shares of the Funds trade on the Exchange 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 the 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 Shares (the “bid” price) and the price at which they are willing to sell 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 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 Shares, frequent trading may reduce investment return.

Shares of a Fund may be acquired or redeemed directly from the Fund only in Creation Units or multiples thereof, as discussed in the Creations and Redemptions section. Once created, Shares generally trade in the secondary market in amounts less than a Creation Unit.

Shares of the Funds trade under the trading symbols listed for each Fund in the Description of the Funds section.

The Funds will be listed on the Exchange.  The Exchange 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.

Book Entry

Shares of the Funds 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 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 include DTC, securities brokers and dealers, banks, trust companies, clearing corporations and other institutions that directly or indirectly maintain a custodial relationship with DTC.  As a beneficial owner of Shares, you are not entitled to receive physical delivery of stock certificates or to have Shares registered in your name, and you are not considered a registered owner of Shares. Therefore, to exercise any rights as an owner of Shares, you must rely upon the procedures of DTC and its participants.  These procedures are the same as those that apply to any securities that you hold in book entry or “street name” form.

 
29

 

FUND MANAGEMENT

Investment Adviser

Global X Management Company LLC serves as the investment adviser and the administrator for the Fund.  Subject to the supervision of the Board of Trustees, the Adviser is responsible for managing the investment activities of the Fund and the Fund’s business affairs and other administrative matters.  The Adviser is a Delaware limited liability company with its principal offices located at 410 Park Avenue, 4th Floor, New York, New York 10022.

The Fund pays for the advisory and supervisory and administrative services it requires under what is essentially an all-in fee structure.  The Management Fees shown in the Annual Fund Operating Expenses table reflect both an investment advisory fee and a supervisory and administrative fee.  The Adviser provides or procures supervisory and administrative services for the Fund and also bears the costs of various third-party services required by the Fund, including, among other things, audit, portfolio accounting, legal, transfer agency and printing costs.

For its investment advisory, supervisory and administrative services, each Fund will pay monthly a fee to the Adviser at the annual rate set forth in the table below (stated as a percentage of each Fund’s respective average daily net assets):

Fund
Management Fee
Global X China Consumer ETF
[    %]
Global X China Energy ETF
[    %]
Global X China Financials ETF
[    %]
Global X China Industrials ETF
[    %]
Global X China Materials ETF
[    %]
Global X China Technology ETF
[    %]

The Trust, the Adviser and the Distributor each have adopted a code of ethics, (“Code”) as required by applicable law, which is designed to prevent affiliated persons of the Trust, the Adviser, and the Distributor from engaging in deceptive, manipulative, or fraudulent activities in connection with securities held or to be acquired by each Fund (which may also be held by persons subject to a Code).  There can be no assurance that the Codes will be effective in preventing such activities.  The Codes permit personnel subject to them to invest in securities, including securities that may be held or purchased by the Funds.  The Codes are on file with the SEC and are available to the public.

In addition, the Adviser may make payments out of its own internal resources and profits from all sources to other financial intermediaries to encourage the sale of Shares of the Funds.  The payments are intended to compensate financial intermediaries (including broker-dealers) for, among other things: marketing Shares, which may consist of payments relating to the Funds, including but not limited to: inclusion on preferred or recommended fund lists or in certain sales programs from time to time sponsored by the financial intermediaries; access to the financial intermediaries registered sales persons; and/or other specified services or persons intended to assist in the marketing of the Funds.  Such payments may be based on various factors, including levels of assets and/or sales (based on gross or net sales or some other criteria).  These payments may create an incentive for a financial intermediary to sell and recommend certain investment products, including the Funds, over other products for which it may receive less compensation.  You may contact your financial intermediary if you want information regarding the any payment it receives from the Adviser.

 
30

 

Approval of Advisory Agreement

A discussion regarding the basis for the Board of Trustees’ approval of the investment advisory agreement will be available in the Funds’ first annual or semi-annual report to shareholders.

Portfolio Management

The portfolio managers who are currently responsible for the day-to-day management of the Fund’s portfolio are Bruno del Ama and Jose Gonzalez.

Bruno del Ama:  Bruno del Ama has been Chief Executive Officer of the Adviser since March 2008.  Prior to joining the Adviser, Mr. del Ama was a director at Radian Asset Assurance from 2004 to 2008.  Prior to 2004, Mr. del Ama was senior consultant at Oliver Wyman.  Mr. del Ama received a Masters in Business Administration from the Wharton Business School.

Jose Gonzalez:  Jose Gonzalez has been a Principal of the Adviser since March 2008.  Mr. Gonzalez is also a registered representative of GWM Group, Inc. (“GWM”), a registered broker-dealer and an affiliate of the Adviser.  Mr. Gonzalez has been affiliated with GWM since 2006.  Prior to joining GWM, Mr. Gonzalez was a registered representative of Broad Street Securities, Inc.  Prior to 2004, Mr. Gonzalez was a financial advisor with Lloyd, Scott, & Valenti, Ltd.

The SAI provides additional information about the portfolio managers’ compensation structure, other accounts managed by the portfolio managers, and the portfolio manager’s ownership of securities of the Funds.

DISTRIBUTOR

SEI Investments Distribution Co. distributes Creation Units for the Fund on an agency basis.  The Distributor does not maintain a secondary market in Shares. The Distributor has no role in determining the policies of the Funds or the securities that are purchased or sold by each Fund. The Distributor’s principal address is Freedom Valley Drive Oaks, PA 19456.  The Distributor is not affiliated with the Adviser.

OTHER SERVICE PROVIDERS

SEI Investments Global Trusts Services is the sub-administrator for each Fund.

Brown Brothers Harriman & Co. is the custodian and transfer agent for each Fund.

Dechert LLP serves as legal counsel to each Fund.

 
31

 

Sanville & Company serves as the Funds’ independent registered public accounting firm.  The independent registered public accounting firm is responsible for auditing the annual financial statements of each Fund.

SHAREHOLDER INFORMATION

Investors may acquire Shares on the Exchange and in the secondary markets through a broker or dealer.  On the Exchange and in the secondary markets, there is no minimum share amount you must buy or sell, with the result that you may purchase or sell as little as one Share.  Shares qualify as margin borrowing collateral.

When you buy or sell Shares on the Exchange or in the secondary markets, your broker will normally charge you a commission or other transaction charges and you may pay market premiums or discounts on purchases and sales of Shares.  For information about buying and selling Shares on the Exchange or in the secondary markets, please contact your broker or dealer.

FREQUENT TRADING

Unlike frequent trading of shares of a traditional open-end mutual funds (i.e., not exchange-traded shares), frequent trading of Shares on the secondary market does not disrupt portfolio management, increase the Funds’ trading costs, lead to realization of capitalization gains, or otherwise harm Funds shareholders because these trades does not involve the Funds directly.  A few institutional investors are authorized to purchase and redeem each Fund’s Shares directly with the Fund.  When these trades are effected in-kind (i.e., for securities, and not for cash), they do not cause any of the harmful effects (noted above) that may result from frequent cash trades.  Moreover, the Fund imposes transaction fees on in-kind purchases and redemptions of the Fund to cover the custodial and other costs incurred by the Funds in effecting in-kind trades.  These fees increase if an investor substitutes cash in part or in whole for securities, reflecting the fact that the Funds’ trading costs increase in those circumstances.  For these reasons, the Board of Trustees has determined that it is not necessary to adopt policies and procedures to detect and deter frequent trading and market-timing in Shares of the Funds.

DISTRIBUTION AND SERVICE PLAN

The Board of Trustees of the Trust has adopted a distribution and services plan (“Plan”) pursuant to Rule 12b-1 under the 1940 Act.  Under the Plan, each Fund is authorized to pay distribution fees in connection with the sale and distribution of its Shares and pay service fees in connection with the provision of ongoing services to shareholders of each class and the maintenance of shareholder accounts in an amount up to 0.25% of its average daily net assets each year.

No Rule 12b-1 fees are currently paid by the Funds, and there are no current plans to impose these fees.  However, in the event Rule 12b-1 fees are charged in the future, because these fees are paid out of each Fund’s assets on an ongoing basis, these fees will increase the cost of your investment in the Funds.  By purchasing Shares subject to distribution fees and service fees, you may pay more over time than you would by purchasing Shares with other types of sales charge arrangements.  Long-term shareholders may pay more than the economic equivalent of the maximum front-end sales charge permitted by the rules of FINRA.  The net income attributable to Shares will be reduced by the amount of distribution fees and service fees and other expenses of the Funds.

 
32

 

DETERMINATION OF NET ASSET VALUE

Each Fund calculates its NAV generally once daily Monday through Friday generally as of the regularly scheduled close of business of the New York Stock Exchange (“NYSE”) (normally 4:00 p.m. Eastern time) on each day that the NYSE, the Exchange and the Funds’ custodian are open for business, based on prices at the time of closing, provided that any assets or liabilities denominated in currencies other than the U.S. dollar shall be translated into U.S. dollars at the prevailing market rates on the date of valuation as quoted by one or more major banks or dealers that make a two-way market in such currencies (or a data service provider based on quotations received from such banks or dealers).  The NAV of each Fund is calculated by dividing the value of the net assets of such Fund (i.e., the value of its total assets less total liabilities) by the total number of outstanding Shares, generally rounded to the nearest cent.

In calculating the Fund’s NAV, the Fund’s investments are generally valued using market valuations.  A market valuation generally means a valuation (i) obtained from an exchange, a pricing service, or a major market maker (or dealer), (ii) based on a price quotation or other equivalent indication of value supplied by an exchange, a pricing service, or a major market maker (or dealer), or (iii) based on amortized cost.  In the case of shares of funds that are not traded on an exchange, a market valuation means such Fund’s published NAV per share.  A Fund may use various pricing services or discontinue the use of any pricing service.  A price obtained from a pricing service based on such pricing service’s valuation matrix may be considered a market valuation.

In the event that current market valuations are not readily available or such valuations do not reflect current market values, the affected investments will be valued using fair value pricing pursuant to the pricing policy and procedures approved by the Fund’s Board of Trustees.  The frequency with which a Fund’s investments are valued using fair value pricing is primarily a function of the types of securities and other assets in which the Fund invests pursuant to its investment objective, strategies and limitations.

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 of 1933, as amended (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 a 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 Underlying Index, which, in turn, could result in a difference between the Fund’s performance and the performance of the Fund’s Underlying Index.

 
33

 

Because foreign markets may be open on different days than the days during which a shareholder may purchase Shares, the value of the Fund’s investments may change on days when shareholders are not able to purchase Shares.  Additionally, due to varying holiday schedules redemption requests made on certain dates may result in a settlement period exceeding seven calendar days.  A list of the holiday schedules of the foreign exchanges of the Funds’ Underlying Indexes, as well as the dates on which a settlement period would exceed seven calendar days in 2008 is contained in the SAI.

The value of assets denominated in foreign currencies is converted into U.S. dollars using exchange rates deemed appropriate by the Adviser as investment adviser.  Any use of a different rate from the rates used by each Index Provider may adversely affect the Fund’s ability to track its Underlying Index.

DIVIDENDS AND DISTRIBUTIONS

Dividends from net investment income, including any net foreign currency gains, generally are declared and paid at least annually and any net realized securities gains are distributed at least annually. In order to improve tracking error or comply with the distribution requirements of the Internal Revenue Code of 1986, dividends may be declared and paid more frequently than annually for the Funds.

Dividends and other distributions on Shares are distributed on a pro rata basis to beneficial owners of such Shares. Dividend payments are made through DTC participants to beneficial owners then of record with proceeds received from a Fund.  Dividends and securities gains distributions are distributed in U.S. dollars and cannot be automatically reinvested in additional Shares.

No dividend reinvestment service is provided by the Trust.  Broker-dealers may make available the DTC book-entry Dividend Reinvestment Service for use by beneficial owners of the Fund for reinvestment of their dividend distributions.  Beneficial owners should contact their broker to determine the availability and costs of the service and the details of participation therein.  Brokers may require beneficial owners to adhere to specific procedures and timetables.  If this service is available and used, dividend distributions of both income and realized gains will be automatically reinvested in additional whole Shares purchased in the secondary market.

TAXES

The following is a summary of certain tax considerations that may be relevant to an investor in the Funds.  Except where otherwise indicated, the discussion relates to investors who are individual United States citizens or residents and is based on current tax law.  You should consult your tax advisor for further information regarding federal, state, local and/or foreign tax consequences relevant to your specific situation.

 
34

 

Distributions.  Each Fund intends to qualify as a regulated investment company for federal tax purposes, and to distribute to shareholders substantially all of its net investment income and net capital gain each year.  Except as otherwise noted below, you will generally be subject to federal income tax on a Fund’s distributions to you.  For federal income tax purposes, Fund distributions attributable to short-term capital gains and net investment income are taxable to you as ordinary income.  Distributions attributable to net capital gains (the excess of net long-term capital gains over net short-term capital losses) of a Fund generally are taxable to you as long-term capital gains.  This is true no matter how long you own your Shares.  The maximum long-term capital gain rate applicable to individuals, estates and trusts of currently 15% is currently scheduled to expire after 2010.  You will be notified annually of the tax status of distributions to you.

Distributions of “qualifying dividends” will also generally be taxable to you at long-term capital gain rates, as long as certain requirements are met.  After 2010, qualifying dividends are currently scheduled to be taxed as ordinary income, rather than at capital gain rates.  In general, if 95% or more of the gross income of a Fund (other than net capital gain) consists of dividends received from domestic corporations or “qualified” foreign corporations (“qualifying dividends”), then all distributions paid by a Fund to individual shareholders will be treated as qualifying dividends.  But if less than 95% of the gross income of a Fund (other than net capital gain) consists of qualifying dividends, then distributions paid by such Fund to individual shareholders will be qualifying dividends only to the extent they are derived from qualifying dividends earned by such Fund. For the lower rates to apply, you must have owned your Shares for at least 61 days during the 121-day period beginning on the date that is 60 days before such Fund’s ex-dividend date (and such Fund will need to have met a similar holding period requirement with respect to the shares of the corporation paying the qualifying dividend).  The amount of a Fund’s distributions that qualify for this favorable treatment may be reduced as a result of such Fund’s securities lending activities (if any), a high portfolio turnover rate or investments in debt securities or “non-qualified” foreign corporations.  In addition, whether distributions received from foreign corporations are qualifying dividends will depend on several factors including the country of residence of the corporation making the distribution. Accordingly, distributions from many of the Fund’s holdings may not be qualifying dividends.

A portion of distributions paid by a Fund to shareholders who are corporations may also qualify for the dividends-received deduction for corporations, subject to certain holding period requirements and debt financing limitations.  The amount of the dividends qualifying for this deduction may, however, be reduced as a result of such Fund’s securities lending activities, by a high portfolio turnover rate or by investments in debt securities or foreign corporations.

Distributions from a Fund will generally be taxable to you in the year in which they are paid, with one exception. Dividends and distributions declared by a Fund in October, November or December and paid in January of the following year are taxed as though they were paid on December 31.

You should note that if you buy Shares of a Fund shortly before it makes a distribution, the distribution will be fully taxable to you even though, as an economic matter, it simply represents a return of a portion of your investment.  This adverse tax result is known as “buying into a dividend.”

 
35

 

Foreign Taxes.  Each Fund will be subject to foreign withholding taxes with respect to certain dividends or interest received from sources in foreign countries.  If at the close of the taxable year more than 50% in value of a Fund’s assets consists of stock in foreign corporations, such Fund will be eligible to make an election to treat a proportionate amount of those taxes as constituting a distribution to each shareholder, which would allow you either (subject to certain limitations) (1) to credit that proportionate amount of taxes against U.S. Federal income tax liability as a foreign tax credit or (2) to take that amount as an itemized deduction. If a Fund is not eligible or chooses not to make this election it will be entitled to deduct such taxes in computing the amounts it is required to distribute.

Sales and Exchanges.  The sale of Shares is a taxable event on which a gain or loss may be recognized.  The amount of gain or loss is based on the difference between your tax basis in Shares and the amount you receive for them upon disposition.  Generally, you will recognize long-term capital gain or loss if you have held your Fund Shares for over one-year at the time you sell or exchange them.  Gains and losses on Shares held for one-year or less will generally constitute short-term capital gains, except that a loss on Shares held six months or less will be recharacterized as a long-term capital loss to the extent of any long-term capital gains distributions that you have received on the Shares.  A loss realized on a sale or exchange of Fund Shares may be disallowed under the so-called “wash sale” rules to the extent the Shares disposed of are replaced with other Shares of that same Fund within a period of 61 days beginning 30 days before and ending 30 days after the Shares are disposed of, such as pursuant to a dividend reinvestment in Shares of a Fund.  If disallowed, the loss will be reflected in an adjustment to the basis of the Shares acquired.

IRAs and Other Tax-Qualified Plans.  The one major exception to the preceding tax principles is that distributions on, and sales, exchanges and redemptions of, Shares held in an IRA or other tax-qualified plan will not be currently taxable unless the Shares were purchased with borrowed funds.

Backup Withholding.  Each Fund will be required in certain cases to withhold and remit to the U.S. Treasury 28% of the dividends and gross sales proceeds paid to any shareholder (i) who had provided either an incorrect tax identification number or no number at all, (ii) who is subject to backup withholding by the Internal Revenue Service for failure to report the receipt of taxable interest or dividend income properly, or (iii) who has failed to certify to a Fund, when required to do so, that he or she is not subject to backup withholding or is an “exempt recipient.”

U.S. Tax Treatment of Foreign Shareholders.  A foreign shareholder generally will not be subject to U.S. withholding tax in respect of proceeds from, or gain on, the redemption of Shares or in respect of capital gain dividends (i.e., dividends attributable to long-term capital gains of a Fund) unless, in the case of a shareholder who is a non-resident alien individual, the shareholder is present in the United States for 183 days or more during the taxable year and certain other conditions are met.  Foreign shareholders generally will be subject to U.S. withholding tax at a rate of 30% (or a lower treaty rate, if applicable) on distributions by such Fund of net investment income, other ordinary income, and the excess, if any, of net short-term capital gain over net long-term capital loss for the year, unless the distributions are effectively connected with a U.S. trade or business of the shareholder.  Foreign shareholders should consult their tax advisors regarding the U.S. and foreign tax consequences of investing in the Fund.

 
36

 

State and Local Taxes.  You may also be subject to state and local taxes on income and gain attributable to your ownership of Shares. State income taxes may not apply, however, to the portions of the Fund’s distributions, if any, that are attributable to interest earned by a Fund on U.S. government securities. You should consult your tax advisor regarding the tax status of distributions in your state and locality.

Consult Your Tax Professional.  Your investment in a Fund could have additional tax consequences. You should consult your tax professional for information regarding all tax consequences applicable to your investments in a Fund. More tax information relating to the Funds is also provided in the Statement of Additional Information. This short summary is not intended as a substitute for careful tax planning.

Creations and Redemptions

Shares traded in the secondary market are “created” at NAV by market makers, large investors and institutions only in block-size Creation Units.  The number of Shares per Creation Unit for each Fund is listed below:

Fund
Number of Shares per Creation Unit
Global X China Consumer ETF
50,000
Global X China Energy ETF
50,000
Global X China Financials ETF
50,000
Global X China Industrials ETF
50,000
Global X China Materials ETF
50,000
Global X China Technology ETF
50,000

Each “creator” enters into an authorized participant agreement with SEI Investments Distribution Co., the Fund’s Distributor, which is subject to acceptance by the transfer agent, and then deposits into the applicable Fund a portfolio of securities closely approximating the holdings of the Fund and/or, depending on the Fund, a specified amount of cash in exchange for a specified number of Creation Units.  Shares can be redeemed only in a specified number of Creation Units, principally in-kind for a portfolio of securities held by the Fund and a specified amount of cash.  Except when aggregated in Creation Units, Shares are not redeemable.  The prices at which creations and redemptions occur are based on the next calculation of NAV after an order is received in a form described in the authorized participant agreement.

Certain countries have instituted capital controls that prohibit the repatriation of capital and free transfers of securities.  Certain countries may also have settlement, clearance and/or registration problems.  In addition, the Trust may in its discretion make available purchases and redemptions of Creation Units of Shares in U.S. dollars rather than on an in-kind basis.

The Fund intends to comply with the federal securities laws in accepting securities for deposits and satisfying redemptions with redemption securities, including requiring that the securities accepted for deposits and the securities delivered to satisfy redemption requests are securities that may be sold in transactions that would be exempt from registration under the Securities Act. Further, an Authorized Participant that is not a “qualified institutional buyer,” as such term is defined under Rule 144A of the Securities Act, will not be able to receive Fund securities that are restricted securities eligible for resale under Rule 144A.

 
37

 

Creations and redemptions must be made through a firm that is either a member of the Continuous Net Settlement System of the National Securities Clearing Corporation (“NSCC”) or a DTC participant, and in each case, must have executed an authorized participant agreement with the Distributor with respect to creations and redemptions of Creation Units.  Information about the procedures regarding creation and redemption of Creation Units (including the cutoff times for receipt of creation and redemption orders) is included in the SAI.

Because new Shares may be created and issued on an ongoing basis, at any point during the life of a Fund a “distribution,” as such term is used in the Securities Act, may be occurring.  Broker-dealers and other persons are cautioned that some activities on their part may, depending on the circumstances, result in their being deemed participants in a distribution in a manner that could render them statutory underwriters and subject to the prospectus delivery and liability provisions of the Securities Act.  Nonetheless, any determination of whether one is an underwriter must take into account all the relevant facts and circumstances of each particular case.

Broker-dealers should also note that dealers who are not “underwriters,” but are participating in a distribution (as contrasted to ordinary secondary transactions), and thus dealing with Shares that are part of an “unsold allotment” within the meaning of section 4(3)(C) of the Securities Act, would be unable to take advantage of the prospectus delivery exemption provided by section 4(3) of the Securities Act.  For delivery of prospectuses to exchange members, the prospectus delivery mechanism of Rule 153 under the Securities Act is available only with respect to transactions on a national securities exchange.

TRANSACTION FEES

Each Fund will impose a purchase transaction fee and a redemption transaction fee to offset transfer and other transaction costs associated with the issuance and redemption of Creation Units. Purchasers and redeemers of Creation Units for cash are required to pay a higher fee to compensate for brokerage and market impact expenses and other associated costs. The standard creation and redemption transaction fees for creations and redemptions in kind for the Fund are discussed below. The standard creation transaction fee is charged to each purchaser on the day such purchaser creates a Creation Unit. The fee is a single charge and will be the amount indicated below regardless of the number of Creation Units purchased by an investor on the same day. Similarly, the redemption transaction fee will be the amount indicated regardless of the number of Creation Units redeemed that day. The Adviser may, from time to time, at its own expense, compensate purchasers of Creation Units who have purchased substantial amounts of Creation Units and other financial institutions for administrative or marketing services.

The standard creation and redemption transaction fees for creations and redemptions through DTC for cash (when cash creations and redemptions are available or specified) will also be subject to a higher fee up to the maximum amount shown below under “Maximum Additional Variable Charge for Cash Purchases/Maximum Additional Variable Charge for Cash Redemptions.”  In addition, purchasers of shares in Creation Units are responsible for payment of the costs of transferring the securities to the Fund. Redeemers of shares in Creation Units are responsible for the costs of transferring the securities from the Fund.  Investors who use the services of a broker or other such intermediary may pay fees for such services.

 
38

 

The following table shows the Standard Fee for in-kind and cash purchases and redemptions for each Fund:

Fund
Fee for In-Kind and Cash Purchases and Redemptions
 
Maximum Additional Variable Charge for Cash Purchases*
 
Maximum Additional Variable Charge for Cash Redemptions*
Global X China Consumer ETF
[$    ]
 
[  %]
 
[  %]
Global X China Energy ETF
[$    ]
 
[  %]
 
[  %]
Global X China Financials ETF
[$    ]
 
[  %]
 
[  %]
Global X China Industrials ETF
[$    ]
 
[  %]
 
[  %]
Global X China Materials ETF
[$    ]
 
[  %]
 
[  %]
Global X China Technology ETF
[$    ]
 
[  %]
 
[  %]

* As a percentage of the value of the amount invested

OTHER INFORMATION

The Funds are not sponsored, endorsed, sold or promoted by the Exchange.  The Exchange makes no representation or warranty, express or implied, to the owners of Shares or any member of the public regarding the advisability of investing in securities generally or in the Funds particularly or the ability of the Funds to achieve their objectives.  The Exchange has no obligation or liability in connection with the administration, marketing or trading of the Funds.

For purposes of the 1940 Act, Shares are issued by a registered investment company and purchases of such Shares by investment companies and companies relying on Section 3(c)(1) or 3(c)(7) of the 1940 Act are subject to the restrictions set forth in Section 12(d)(1) of the 1940 Act, except as permitted by an exemptive order that permits registered investment companies to invest in Shares beyond the limits in Section 12(d)(1)(A), subject to certain terms and conditions, including that the registered investment company and companies relying on Section 3(c)(1) or 3(c)(7) of the 1940 Act enter into an agreement with the Trust regarding the terms of the investment.

The Trust has obtained an SEC order permitting registered investment companies to invest in Shares as described above.  One such condition stated in the order is that registered investment companies relying on the order must enter into a written agreement with the Trust.

INFORMATION REGARDING THE INDEX PROVIDER

[   ]

FINANCIAL HIGHLIGHTS

The Funds are newly organized and therefore has not yet had any operations as of the date of this Prospectus.

 
39

 

For more information visit our website at or

call 1-888-GXFund-1 (1-888-493-8631)

www.globalxfunds.com



Investment Adviser
Global X Management Company LLC
410 Park Avenue, 4th Floor
New York, NY 10022

Distributor
SEI Investments Distribution Co.
Freedom Valley Drive
Oaks, PA 19456

Custodian and Transfer Agent
Brown Brothers Harriman & Co.
40 Water Street
Boston, MA 02109

Sub-Administrator
SEI Investments Global Trusts Services
Freedom Valley Drive
Oaks, PA 19456

Legal Counsel
Dechert LLP
1775 I Street
Washington, DC 20006-2401

Independent Registered Public
Accounting Firm
Sanville & Company
1514 Old York Road
Abington, PA 19001

 
40

 

A Statement of Additional Information dated [     ] 2009, which contains more details about the Funds, is incorporated by reference in its entirety into this Prospectus, which means that it is legally part of this Prospectus.

You will find additional information about each Fund in its annual and semi-annual reports to shareholders, when available.  The annual report will explain the market conditions and investment strategies affecting each Fund’s performance during its last fiscal year.

You can ask questions or obtain a free copy of each Fund’s shareholder report or the Statement of Additional Information by calling 1-888-GXFund-1 (1-888-493-8631).  Free copies of the Fund’s shareholder report and the Statement of Additional Information are available from our website at www.globalxfunds.com.

Information about each Fund, including its reports and the Statement of Additional Information, has been filed with the SEC.  It can be reviewed and copied at the SEC’s Public Reference Room in Washington, DC or on the EDGAR database on the SEC’s internet site (http://www.sec.gov).  Information on the operation of the SEC’s Public Reference Room may be obtained by calling the SEC at 1-202-551-8090.  You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC’s e-mail address (publicinfo@sec.gov) or by writing the Public Reference section of the SEC, 100 F Street NE, Room 1580, Washington, DC 20549.



PROSPECTUS



Distributor

SEI Investments Distribution Co.
Freedom Valley Drive
Oaks, PA 19456



[     ] 2009



Investment Company Act File No.: 811-22209


15279174.2.BUSINESS

 
41

 

The information in this Prospectus is not complete and may be changed. The Trust may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion
Preliminary Prospectus dated September 10, 2009


Logo 1


Global X Denmark [ ] ETF
 
Global X Emerging Africa [ ] ETF

Global X Finland [ ] ETF

Global X Norway [ ] ETF

Global X Pakistan [ ] ETF

Global X Poland [ ] ETF

Global X United Arab Emirates [ ] ETF

 

 

Prospectus



[   ] 2009


Global X Funds (“Trust”) is a registered investment company that currently consists of nineteen exchange-traded funds.  This Prospectus relates to the Global X Denmark [ ] ETF, Global X Emerging Africa [ ] ETF, Global X Finland [ ] ETF, Global X Norway [ ] ETF, Global X Pakistan [ ] ETF, Global X Poland [ ] ETF and Global X United Arab Emirates [ ] ETF (each a “Fund” and collectively, “Funds”):

Each Fund will list its shares (“Shares”) on the NYSE Arca (“Exchange”).  The market prices for Shares may be different from the Fund’s most recent net asset value (“NAV”) per share.  Each Fund will issue and redeem Shares only in large blocks consisting of 50,000 Shares (“Creation Units”).  Each Fund has its own CUSIP number and exchange trading symbol.  Creation Units are issued and redeemed both in cash and in-kind for securities included in a specified universe.  As a practicable matter, only institutions or large investors known as Authorized Participants may purchase or redeem Creation Units.

Except when aggregated in Creation Units, Shares of each Fund are not redeemable securities.

The Securities and Exchange Commission (“SEC”) has not approved or disapproved these securities or passed upon the adequacy of this Prospectus.  Any representation to the contrary is a criminal offense.

 

 

Table of Contents

INTRODUCTION
1
INVESTMENT OBJECTIVES OF THE FUNDS
1
PRINCIPAL INVESTMENT STRATEGIES OF THE FUNDS
2
PRINCIPAL RISK FACTORS COMMON TO ALL FUNDS
3
PORTFOLIO HOLDINGS INFORMATION
9
DESCRIPTION OF THE FUNDS
10
BUYING AND SELLING FUND SHARES
25
FUND MANAGEMENT
26
DISTRIBUTOR
27
OTHER SERVICE PROVIDERS
28
SHAREHOLDER INFORMATION
28
FREQUENT TRADING
28
DISTRIBUTION AND SERVICE PLAN
28
DETERMINATION OF NET ASSET VALUE
29
DIVIDENDS AND DISTRIBUTIONS
30
TAXES
31
CREATIONS AND REDEMPTIONS
33
TRANSACTION FEES
35
OTHER INFORMATION
36
INFORMATION REGARDING THE INDEX PROVIDER
36
FINANCIAL HIGHLIGHTS
36

No dealer, salesperson or any other person has been authorized to give any information or to make any representations, other than those contained in this Prospectus, in connection with the offer contained in this Prospectus and, if given or made, such other information or representations must not be relied upon as having been authorized by the Funds, Global X Management Company LLC, the Fund’s investment adviser, or the Fund’s distributor, SEI Investments Distribution Co. (“Distributor”).

 

 

INTRODUCTION

This Prospectus contains important information about investing in the Funds.  Please read this Prospectus carefully before you make any investment decision.  An investment in the Funds is not a bank deposit and it is not guaranteed by the Federal Deposit Insurance Corporation or any governmental agency.

The Funds are non-diversified series of the Trust.  The Trust is an open-end management investment company, registered under the Investment Company Act of 1940, as amended (“1940 Act”).  The investment adviser to the Funds is Global X Management Company LLC (“Adviser”).  The Adviser provides the day-to-day portfolio management of the Funds.  Information regarding the Adviser is included under the section entitled “Fund Management” in this Prospectus.

The Funds are designed to be used as part of broader asset allocation strategies. Accordingly, investments in the Funds may not be appropriate as a complete investment program.

How Are These Funds Different From Conventional Mutual Funds?

Conventional mutual fund shares are bought from and redeemed with the issuing fund for cash at NAV typically calculated once a day.  Shares of an ETF, by contrast, cannot be purchased from or redeemed with the issuing ETF except by or through Authorized Participants, and then often only for an in-kind basket of securities.

An organized trading market is expected to exist for Shares, unlike conventional mutual fund shares, because Shares are listed for trading on the Exchange.  Investors can purchase and sell Shares on the secondary market through a broker.  Secondary-market transactions occur not at NAV, but at market prices that change throughout the day, based on the supply of, and demand for, Shares and on changes in the prices of the Fund’s portfolio holdings.  The market price of Shares will differ somewhat from the NAV of each Fund.  The difference between market price of Shares and the NAV of each Fund is expected to be small most of the time, but in times of extreme market volatility, the difference may become significant.

INVESTMENT OBJECTIVES OF THE FUNDS

Each Fund seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of its “Underlying Index”.  Each of the Fund’s investment objectives and Underlying Index may be changed without shareholder approval.  Shareholders will be given 60 days’ prior notice of any such change.

The Underlying Index is sponsored by an organization (“Index Provider”) that is independent of the Funds and the Adviser.  The Index Provider determines the relative weightings of the securities in the Underlying Index and publishes information regarding the market value of the Underlying Index.

The Board of Trustees of the Trust (“Board”) reserves the right to substitute a replacement index if: the Index Provider no longer calculates the index, the Underlying Index license is terminated for any reason, the identity or the character of the Underlying Index is materially changed, or for any other reason determined by the Board in good faith.  If the Board determines that it is impracticable to substitute a replacement index, it will take whatever action is deemed to be in the best interests of the Fund’s shareholders.

 
1

 

PRINCIPAL INVESTMENT STRATEGIES OF THE FUNDS

The Adviser uses a “passive” or indexing approach to try to achieve each Fund’s investment objective. Unlike many investment companies, the Funds do not try to “beat” the Underlying Index and do not seek temporary defensive positions when markets decline or appear overvalued.

Each Fund will normally invest at least 80% of its total assets in the securities of the Underlying Index and in American Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”) and Euro Depositary Receipts (“EDRs”) (collectively, “Depositary Receipts”) based on the securities in the Underlying Index.

Each Fund may also invest up to 20% of its assets in certain futures, options and swap contracts (which may be leveraged and are considered derivatives), cash and cash equivalents, as well as in stocks not included in its Underlying Index, but which the Adviser believes will help the Fund track its Underlying Index.

Each Fund will use a replication strategy.  A replication strategy is an indexing strategy that involves investing in the securities of the Underlying Index in approximately the same proportions as in the Underlying Index.  However, the Funds may utilize a representative sampling strategy with respect to its Underlying Index when a replication strategy might be detrimental to its shareholders, such as when there are practical difficulties or substantial costs involved in compiling a portfolio of equity securities to follow its Underlying Index, in instances when a security in an Underlying Index become temporarily illiquid, unavailable or less liquid, or due to legal restrictions (such as diversification requirements that apply to the Funds but not the Underlying Indexes).

Correlation

Correlation is the extent to which the values of different types of investments move in tandem with one another in response to changing economic and market conditions.  An index is a theoretical financial calculation, while a Fund is an actual investment portfolio.  The performance of a Fund and its Underlying Index may vary somewhat due to transaction costs, asset valuations, foreign currency valuations, market impact, corporate actions (such as mergers and spin-offs), legal restrictions (such as diversification requirements that apply to the Funds but not to the Underlying Indexes), illiquid or unavailable securities, and timing variances.

The Adviser expects that, over time, the correlation between the Fund’s performance and that of its Underlying Index, before fees and expenses, will exceed 90%.  A correlation percentage of 100% would indicate perfect correlation.  If the Fund uses a replication strategy, it can be expected to have greater correlation to its Underlying Index than if the Fund uses a representative sampling.

 
2

 

Industry Concentration Policy

Each Fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries to approximately the same extent that its Underlying Index is concentrated.

Securities Lending

Each Fund may lend its portfolio securities.  In connection with such loans, each Fund receives liquid collateral equal to at least 105% of the value of the portfolio securities being lent.  This collateral is marked-to-market on a daily basis.

PRINCIPAL RISK FACTORS COMMON TO ALL FUNDS

Each Fund is subject to the principal risks described below.  Additional principal risks associated with a Fund are discussed under the description of that Fund in the Description of the Funds section.  Some or all of these risks may adversely affect the Fund’s NAV, trading price, yield, total return and/or its ability to meet its objectives.

Asset Class Risk

The returns from the types of securities in which a Fund invests may under-perform returns from the various general securities markets or different asset classes.  The stocks in the Underlying Indexes may under-perform fixed-income investments and stock market investments that track other markets, segments and sectors.  Different types of securities tend to go through cycles of out-performance and under-performance in comparison to the general securities markets.

Concentration Risk

To the extent that its Underlying Index or portfolio is concentrated in the securities of companies in a particular market, industry, group of industries, sector or asset class, a Fund may be adversely affected by the performance of those securities, may be subject to increased price volatility and may be more susceptible to adverse economic, market, political or regulatory occurrences affecting that market, industry, group of industries, sector or asset class.

Counterparty Risk

Counterparty Risk is the risk that a counterparty to a swap contract or other similar investment instrument may default on its payment obligation to a Fund.  Such a default may cause the value of an investment in a Fund to decrease.

Currency Risk

Currency risk is the potential for price fluctuations in the dollar value of foreign securities because of changing currency exchange rates.  Because each Fund’s NAV is determined on the basis of U.S. dollars, you may lose money if the local currency of a foreign market depreciates against the U.S. dollar, even if the local currency value of the Fund’s holdings goes up.

 
3

 

Custody Risk

Custody risk refers to risks in the process of clearing and settling trades and to the holding of securities by local banks, agents and depositories.  Low trading volumes and volatile prices in less developed markets make trades harder to complete and settle.  Local agents are held only to the standard of care of the local markets.  Governments or trade groups may compel local agents to hold securities in designated depositories that are subject to independent evaluation.  The less developed a country’s securities market is, the greater the likelihood of custody problems occurring.

Derivatives Risk

Derivatives risk is the risk that loss may result from a Fund’s investments in options, futures and swap contracts, which may be leveraged and are types of derivatives.  Investments in leveraged instruments may result in losses exceeding the amounts invested.  The Funds may use these instruments to help the Funds track their Underlying Indexes.  Compared to conventional securities, derivatives can be more sensitive to changes in interest rates or to sudden fluctuations in market prices and thus a Fund’s losses may be greater if it invests in derivates than if it invests only in conventional securities.

Emerging Market Risk

Emerging market risk applies only to the following Funds: Global X Emerging Africa [ ] ETF, Global X Pakistan [ ] ETF, Global X Poland [ ] ETF, and Global X United Arab Emirates [ ] ETF.

Emerging market risk is the risk that the securities markets of emerging countries are less liquid, are especially subject to greater price volatility, have smaller market capitalizations, have less government regulation and are not subject to as extensive and frequent accounting, financial and other reporting requirements as the securities markets of more developed countries, as has historically been the case.

The risks of foreign investment are heightened when the issuer is located in an emerging country. Emerging countries are generally located in the Asia and Pacific regions, the Middle East, Eastern Europe, Latin, Central and South America and Africa.  A Fund’s purchase and sale of portfolio securities in certain emerging countries may be constrained by limitations relating to daily changes in the prices of listed securities, periodic trading or settlement volume and/or limitations on aggregate holdings of foreign investors. Such limitations may be computed based on the aggregate trading volume by or holdings of a Fund, the Adviser, its affiliates and their respective clients and other service providers.  A Fund may not be able to sell securities in circumstances where price, trading or settlement volume limitations have been reached.

Foreign investment in the securities markets of certain emerging countries is restricted or controlled to varying degrees which may limit investment in such countries or increase the administrative costs of such investments.  For example, certain Asian countries require governmental approval prior to investments by foreign persons or limit investment by foreign persons to only a specified percentage of an issuer’s outstanding securities or a specific class of securities which may have less advantageous terms (including price) than securities of the issuer available for purchase by nationals.  In addition, certain countries may restrict or prohibit investment opportunities in issuers or industries deemed important to national interests.  Such restrictions may affect the market price, liquidity and rights of securities that may be purchased by a Fund.  The repatriation of both investment income and capital from certain emerging countries is subject to restrictions such as the need for governmental consents.  In situations where a country restricts direct investment in securities (which may occur in certain Asian, Latin, Central and South American and other countries), a Fund may invest in such countries through other investment funds in such countries.

 
4

 

Many emerging countries have recently experienced currency devaluations and substantial (and, in some cases, extremely high) rates of inflation.  Other emerging countries have experienced economic recessions.  These circumstances have had a negative effect on the economies and securities markets of those emerging countries.  Economies in emerging countries generally are dependent heavily upon commodity prices and international trade and, accordingly, have been and may continue to be affected adversely by the economies of their trading partners, trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade.

Many emerging countries are subject to a substantial degree of economic, political and social instability.  Governments of some emerging countries are authoritarian in nature or have been installed or removed as a result of military coups, while governments in other emerging countries have periodically used force to suppress civil dissent.  Disparities of wealth, the pace and success of democratization, and ethnic, religious and racial disaffection, among other factors, have also led to social unrest, violence and/or labor unrest in some emerging countries.  Many emerging markets have experienced strained international relations due to border disputes, historical animosities or other defense concerns.  These situations may cause uncertainty in the markets and may adversely affect the performance of these economies.  Unanticipated political or social developments may result in sudden and significant investment losses.  Investing in emerging countries involves greater risk of loss due to expropriation, nationalization, confiscation of assets and property or the imposition of restrictions on foreign investments and on repatriation of capital invested.  As an example, in the past some Eastern European governments have expropriated substantial amounts of private property, and many claims of the property owners have never been fully settled.  There is no assurance that similar expropriations will not occur in other emerging markets countries.

A Fund’s investment in emerging countries may also be subject to withholding or other taxes, which may be significant and may reduce the return from an investment in such countries to the Fund.

Settlement and clearance procedures in emerging countries are frequently less developed and reliable than those in the United States and may involve a Fund’s delivery of securities before receipt of payment for their sale.  In addition, significant delays may occur in certain markets in registering the transfer of securities. Settlement, clearance or registration problems may make it more difficult for a Fund to value its portfolio securities and could cause the Fund to miss attractive investment opportunities, to have a portion of its assets uninvested or to incur losses due to the failure of a counterparty to pay for securities the Fund has delivered or the Fund’s inability to complete its contractual obligations because of theft or other reasons.  In addition, local agents and depositories are subject to local standards of care that may not be as rigorous as developed countries.  Governments and other groups may also require local agents to hold securities in depositories that are not subject to independent verification. The less developed a country’s securities market, the greater the risk to a Fund.

 
5

 

The creditworthiness of the local securities firms used by a Fund in emerging countries may not be as sound as the creditworthiness of firms used in more developed countries.  As a result, the Fund may be subject to a greater risk of loss if a securities firm defaults in the performance of its responsibilities.

A Fund’s use of foreign currency management techniques in emerging countries may be limited. Due to the limited market for these instruments in emerging countries, all or a significant portion of the Funds’ currency exposure in emerging countries may not be covered by such instruments.

Foreign Security Risk

Each Fund invests substantially all of its assets within the equity markets of countries outside of the U.S.  These markets are subject to special risks associated with foreign investment including, but not limited to: lower levels of liquidity and market efficiency; greater securities price volatility; exchange rate fluctuations and exchange controls; less availability of public information about issuers; limitations on foreign ownership of securities; imposition of withholding or other taxes; imposition of restrictions on the expatriation of the funds or other assets of the Funds; higher transaction and custody costs and delays in settlement procedures; difficulties in enforcing contractual obligations; lower levels of regulation of the securities market; and weaker accounting, disclosure and reporting requirements.  Shareholder rights under the laws of some foreign countries may not be as favorable as U.S. laws.  Thus, a shareholder may have more difficulty in asserting its rights or enforcing a judgment against a foreign company than a shareholder of a comparable U.S. company.  Investment of more than 25% of a Fund’s total assets in securities located in one country or region will subject the Fund to increased country or region risk with respect to that country or region.

Geographic Risk

Geographic risk is the risk that a Fund’s assets may be concentrated in countries located in the same geographic region.  This concentration will subject a Fund to risks associated with that particular region, such as general and local economic, political and social conditions.

Issuer Risk

Issuer risk is the risk that any of the individual companies that a Fund invests in may perform badly, causing the value of its securities to decline.  Poor performance may be caused by poor management decisions, competitive pressures, changes in technology, disruptions in supply, labor problems or shortages, corporate restructurings, fraudulent disclosures or other factors.  Issuers may, in times of distress or on their own discretion, decide to reduce or eliminate dividends which would also cause their stock prices to decline.
 
 
6

 
   
Management Risk
   
Each Fund may not fully replicate its Underlying Index and may hold securities not included in its Underlying Index.  Therefore, each Fund is subject to management risk.  That is, the Adviser’s investment strategy, the implementation of which is subject to a number of constraints, may not produce the intended results.  The Adviser has limited experience managing an investment company.  The ability of the Adviser to successfully implement each Fund’s investment strategies will influence each Fund’s performance significantly.

The Funds are not actively managed.  Each Fund may be affected by a general decline in the market segments relating to its Underlying Index.  Each Fund invests in securities included in, or representative of, its Underlying Index regardless of their investment merit.  The Adviser does not attempt to take defensive positions in declining markets.

Market Risk

Market risk is the risk that the value of the securities in which a Fund invests may go up or down in response to the prospects of individual issuers and/or general economic conditions.  Price changes may be temporary or last for extended periods.  You could lose money over short periods due to fluctuation in a Fund’s NAV in response to market movements, and over longer periods during market downturns.

Market Trading Risks

Absence of Prior Active Market

Although Shares are or will be listed for trading on the Exchange and may be listed on certain foreign exchanges, there can be no assurance that an active trading market for such Shares will develop or be maintained.

Lack of Market Liquidity

Secondary market trading in Shares may be halted by the Exchange because of market conditions or for other reasons.  In addition, trading in Shares is subject to trading halts caused by extraordinary market volatility pursuant to “circuit breaker” rules.  There can be no assurance that the requirements necessary to maintain the listing of Shares will continue to be met or will remain unchanged.

Shares of the Funds May Trade at Prices Other Than NAV

Shares of the Funds may trade at, above or below their NAV.  The per share NAV of each Fund will fluctuate with changes in the market value of such Fund’s holdings.  The trading prices of Shares will fluctuate in accordance with changes in its NAV as well as market supply and demand.  However, given that Shares can be created and redeemed only in Creation Units at NAV (unlike shares of many closed-end funds, which frequently trade at appreciable discounts from, and sometimes at premiums to, their NAVs), the Adviser believes that large discounts or premiums to the NAV of the Shares should not be sustained.  While the creation/redemption feature is designed to make it likely that Shares normally will trade close to the Fund’s NAV, disruptions to creations and redemptions may result in trading prices that differ significantly from NAV.

 
7

 

Since foreign exchanges may be open on days when the Funds do not price Shares, the value of the securities in the Fund’s portfolio may change on days when shareholders will not be able to purchase or sell Shares.

Secondary Market Trading Risk

Shares of the Fund may trade in the secondary market on days when the Funds do 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 be experienced on days when the Fund accepts purchase and redemption orders.

Non-Diversification Risk

Each Fund is classified as “non-diversified.” This means that each Fund may invest most of its assets in securities issued by or representing a small number of companies.  As a result, each Fund may be more susceptible to the risks associated with these particular companies, or to a single economic, political or regulatory occurrence affecting these companies.

Securities Lending Risk

Each Fund may engage in lending its portfolio securities. Although a Fund will receive collateral in connection with all loans of its securities holdings, a Fund would be exposed to a risk of loss should a borrower default on its obligation to return the borrowed securities (e.g., the loaned securities may have appreciated beyond the value of the collateral held by a Fund). In addition, a Fund will bear the risk of loss of any cash collateral that it invests.

Securities Market Risk

Because the securities markets in the countries in which each Fund invests are smaller in size, less developed and are less correlated to global economic cycles than those markets located in more developed countries (such as the United States, Japan and most Western European countries), the securities markets in such countries are subject to greater risks associated with market volatility, lower market capitalization, lower trading volume, illiquidity, inflation, greater price fluctuations and uncertainty regarding the existence of trading markets.  Moreover, trading on securities markets may be suspended altogether.  A Fund’s investment in securities in these countries are subject to the risk that the liquidity of a particular security or investments generally, will shrink or disappear suddenly and without warning as a result of adverse economic, market or political conditions or adverse investor perceptions, whether or not accurate.  Because of the lack of sufficient market liquidity, a Fund may incur losses because it will be required to effect sales at a disadvantageous time and then only at a substantial drop in price.  Investments in these countries may be more difficult to price precisely because of the characteristics discussed above and lower trading volumes.

Market volatility in the countries in which each Fund invests may also be heightened by the actions of a small number of investors.  Brokerage firms in these countries may be fewer in number and less established than brokerage firms in more developed markets.  Since the Funds may need to effect securities transactions through these brokerage firms, the Funds are subject to the risk that these brokerage firms will not be able to fulfill their obligations to the Funds (counterparty risk).  This risk is magnified to the extent the Funds effect securities transactions through a single brokerage firm or a small number of brokerage firms.

 
8

 

Tracking Risk

Tracking risk is the risk that a Fund’s performance may vary substantially from the performance of the Underlying Index it tracks as a result of imperfect correlation between the Fund’s securities and those of the Underlying Index.  Imperfect correlation may result from share purchases and redemptions, expenses, changes in the Underlying Indexes, asset valuations, foreign currency valuations, market impact, corporate actions (such as mergers and spin-offs), legal restrictions (such as tax-related diversification requirements that apply to the Funds but not to the Underlying Index) and timing variances, among other factors.

PORTFOLIO HOLDINGS INFORMATION

A description of the Trust’s policies and procedures with respect to the disclosure of the Funds’ portfolio securities is available in the Funds’ combined Statement of Additional Information (“SAI”).  The top largest holdings of each Fund can be found at www.globalxfunds.com and Fund Fact sheets provide information regarding each Fund’s top holdings and may be requested by calling 1-888-GX-Fund-1 (1-888-493-8631).

 
9

 

DESCRIPTION OF THE FUNDS

Global X Denmark [ ] ETF

Investment Objective

The Global X Denmark [ ] ETF seeks to provide investment results that correspond generally to the price and yield performance, before fees and expenses, of the [ ] Index (the “Underlying Index”).

Principal Investment Strategy

The Underlying Index is a free float adjusted, liquidity tested and market capitalization-weighted index that is designed to measure broad based equity market performance in Denmark.  As of [   ] 2009, the Underlying Index’s three largest stocks were [ ], [ ] and [ ].

Principal Risks Specific to Fund

In addition to the risks listed in the section “Principal Risk Factors Common to All Funds,” the Fund is subject to the risks listed below.

Risks Related to Investing in Denmark.  Denmark’s economy is heavily dependent on export of machinery and instruments. Key trading partners are member states of the European Union (“EU”), most notably Germany, the United Kingdom and the other Nordic nations. Decreasing demand for Danish products and services or changes in governmental regulations on trade may have a significantly adverse effect on Denmark’s economy. Although Denmark has opted not to join the final stages of the European Economic and Monetary Union (“EMU”), it is a member of the EU.  Many of the Western European developed nations are member states of the EU. As a result, these member states are dependent upon one another economically and politically.  In May 2005, votes in France and the Netherlands rejected ratification of the EU Constitution, causing some other countries to postpone moves toward ratification. These or other events, including political and economic developments, could cause market disruptions, and could affect adversely the values of securities held by the Fund.

Faced with stronger global competition, Denmark has had to scale down its historically generous welfare program, resulting in drops in domestic demand and increased unemployment. Major industries in Denmark, such as oil and metals, are heavily resource-dependent and face pressure as a result of high labor costs. Pension reform, union regulation, and further cuts in liberal social programs will likely need to be addressed in the near future, which may adversely impact investments in the Fund.

Performance Information

The Fund has only recently begun operations, so performance information is not yet available.
 
 
10

 
   
Fees and Expenses
   
This table describes the fees and expenses that you may pay if you buy and hold Shares of the Fund.  You will also incur usual and customary brokerage commission when buying and selling Shares.

Shareholder Fees
 
(fees paid directly from your investment, but see the Creation Unit Transactions Fees and Redemption Transaction Fees below)
None
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)1
Management Fee:2
[     %]
Distribution and/or service (12b-1) fees:3
None
Other Expenses:4
None
Total Annual Fund Operating Expenses:
[     %]

The following example is intended to help retail investors compare the cost of investing in the Fund with the cost of investing in other funds.  The example illustrates the hypothetical expenses that such investors would incur over various periods if they invest $10,000 in the Fund.  The example assumes that the Fund provides a return of 5% a year and that operating expenses remain the same. This example does not include the brokerage commissions that retail investors will pay to buy and sell Shares.  It also does not include the transaction fees on purchases and redemptions of Creation Units, because these fees will not be imposed on retail investors.

One Year
Three Years
[ ]
[ ]

These examples should not be considered to represent actual expenses on performance from the past or for the future.

____________________________
 
1
Expressed as a percentage of average daily net assets.
 
2
Management Fees reflect an investment advisory fee and a supervisory and administrative fee.  For more information about the supervisory and administrative fee, see “Investment Adviser” under “Fund Management”.
 
3
The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which the Fund may bear a 12b-1 fee not to exceed 0.25% per annum of the Fund’s average daily net assets.  However, no such fee is currently paid by the Fund.
 
4
The Fund bears other expenses that are not covered under the supervisory and administrative fee, which may vary and affect the total level of expenses paid by the Fund, such as taxes and governmental fees, brokerage fees, commissions and other transaction expenses, costs of borrowing money, including interest expenses and extraordinary expenses (such as litigation and indemnification expenses).

 
11

 
   

   
The Fund issues and redeems Shares at NAV and only in large blocks of 50,000 Shares (each block of 50,000 Shares called a “Creation Unit”) or multiples thereof.  As a practical matter, only broker-dealers or large institutional investors with creation and redemption agreements known as Authorized Participants can purchase or redeem these Creation Units.  Purchasers of Creation Units at NAV must pay a standard Creation Transaction Fee of [$           ] per transaction (assuming 50,000 Shares in each Creation Unit).  The fee is a single charge and will be the same regardless of the number of Creation Units purchased by an investor on the same day  The value of a Creation Unit as of first creation was approximately [       ].  An Authorized Participant who holds Creation Units and wishes to redeem at NAV would also pay a standard Redemption Fee of $[     ] per transaction (assuming 50,000 Shares in each Creation Unit), on the date of such redemption, regardless of the number of Creation Units redeemed that day.  If a Creation Unit is purchased or redeemed for cash, a higher Transaction Fee will be charged.  See “Transaction Fees” later in this Prospectus.

Investors who hold Creation Units will also pay the Annual Fund Operating Expenses described in the table above.  Assuming an investment in a Creation Unit of [       ] and a 5% return each year, and assuming that the Fund’s gross operating expenses remain the same, the total cost would be [$       ] if the Creation Unit is redeemed after one year, and [$       ] if the Creation Unit is redeemed after three years.

The Transaction Fee is not an expense of the Fund and does not impact the Fund’s expense ratio.

 
12

 

Global X Emerging Africa [ ] ETF

Investment Objective

The Global X Emerging Africa [ ] ETF seeks to provide investment results that correspond generally to the price and yield performance, before fees and expenses, of the [ ] Index (the “Underlying Index”).

Principal Investment Strategy

The Underlying Index is a free float adjusted, liquidity tested and market capitalization-weighted index that is designed to measure broad based performance of the investable equity market in the African continent excluding South Africa.  As of [   ] 2009, the Underlying Index’s three largest stocks were [ ], [ ] and [ ].

Principal Risks Specific to Fund

In addition to the risks listed in the section “Principal Risk Factors Common to All Funds,” the Fund is subject to the risks listed below.

Risks Related to Investing in Africa.  Investment in African securities involves heightened risks including, among others, expropriation and/or nationalization of assets, confiscatory taxation, political instability, including authoritarian and/or military involvement in governmental decision-making, armed conflict, the impact on the economy as a result of civil war, and social instability as a result of religious, ethnic and/or socioeconomic unrest and, in certain countries, genocidal warfare.

Certain countries in Africa generally have less developed capital markets than traditional emerging market countries, and, consequently, the risks of investing in foreign securities are magnified in such countries. Because securities markets of countries in Africa are underdeveloped and are less correlated to global economic cycles than those markets located in more developed countries, securities markets in Africa are subject to greater risks associated with market volatility, lower market capitalization, lower trading volume, illiquidity, inflation, greater price fluctuations and uncertainty regarding the existence of trading markets.

Moreover, trading on securities markets may be suspended altogether. Market volatility may also be heightened by the actions of a small number of investors. Brokerage firms in certain countries in Africa may be fewer in number and less established than brokerage firms in more developed markets. Since the Fund may need to effect securities transactions through these brokerage firms, the Fund is subject to the risk that these brokerage firms will not be able to fulfill their obligations to the Fund (counterparty risk). This risk is magnified to the extent the Fund effects securities transactions through a single brokerage firm or a small number of brokerage firms.

Certain governments in Africa restrict or control to varying degrees the ability of foreign investors to invest in securities of issuers located or operating in those countries. These restrictions and/or controls may at times limit or prevent foreign investment in securities of issuers located or operating in countries in Africa. Moreover, certain countries in Africa require governmental approval or special licenses prior to investments by foreign investors and may limit the amount of investments by foreign investors in a particular industry and/or issuer and may limit such foreign investment to a certain class of securities of an issuer that may have less advantageous rights than the classes available for purchase by domiciliaries of the countries and/or impose additional taxes on foreign investors. A delay in obtaining a government approval or a license would delay investments in a particular country, and, as a result, the Fund may not be able to invest in certain securities while approval is pending. The government of a particular country may also withdraw or decline to renew a license that enables the Fund to invest in such country. These factors make investing in issuers located or operating in countries in Africa significantly riskier than investing in issuers located or operating in more developed countries, and any one of them could cause a decline in the value of the Fund’s investments.

 
13

 

Issuers located or operating in countries in Africa are not subject to the same rules and regulations as issuers located or operating in more developed countries. Therefore, there may be less financial and other information publicly available with regard to issuers located or operating in countries in Africa and such issuers are not subject to the uniform accounting, auditing and financial reporting standards applicable to issuers located or operating in more developed countries.

In addition, governments of certain countries in Africa in which the Fund may invest may levy withholding or other taxes on income such as dividends, interest and realized capital gains. Although in certain countries in Africa a portion of these taxes are recoverable, the non-recovered portion of foreign withholding taxes will reduce the income received from investments in such countries.

Investment in countries in Africa may be subject to a greater degree of risk associated with governmental approval in connection with the repatriation of investment income, capital or the proceeds of sales of securities by foreign investors. In addition, there is the risk that if an African country’s balance of payments declines, such African country may impose temporary restrictions on foreign capital remittances. Consequently, the Fund could be adversely affected by delays in, or a refusal to grant, required governmental approval for repatriation of capital, as well as by the application to the Fund of any restrictions on investments. Additionally, investments in countries in Africa may require the Fund to adopt special procedures, seek local government approvals or take other actions, each of which may involve additional costs to the Fund.

Securities laws in many countries in Africa are relatively new and unsettled and, consequently, there is a risk of rapid and unpredictable change in laws regarding foreign investment, securities regulation, title to securities and shareholder rights. Accordingly, foreign investors may be adversely affected by new or amended laws and regulations. In addition, there may be no single centralized securities exchange on which securities are traded in certain countries in Africa and the systems of corporate governance to which issuers located in countries in Africa are subject may be less advanced than that to which issuers located in more developed countries are subject, and therefore, shareholders of issuers located in such countries may not receive many of the protections available to shareholders of issuers located in more developed countries. In circumstances where adequate laws and shareholder rights exist, it may not be possible to obtain swift and equitable enforcement of the law. In addition, the enforcement of systems of taxation at federal, regional and local levels in countries in Africa may be inconsistent and subject to sudden change.

 
14

 

Certain countries in Africa may be heavily dependent upon international trade and, consequently, have been and may continue to be negatively affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. These countries also have been and may continue to be adversely affected by economic conditions in the countries with which they trade. Certain countries in Africa depend to a significant extent upon exports of primary commodities such as gold, silver, copper and diamonds. These countries therefore are vulnerable to changes in commodity prices, which may be affected by a variety of factors. In addition, certain issuers located in countries in Africa in which the Fund invests may operate in, or have dealings with, countries subject to sanctions and/or embargoes imposed by the U.S. Government and the United Nations and/or countries identified by the U.S. Government as state sponsors of terrorism. As a result, an issuer may sustain damage to its reputation if it is identified as an issuer which operates in, or has dealings with, such countries. The Fund, as an investor in such issuers, will be indirectly subject to those risks.

The governments of certain countries in Africa may exercise substantial influence over many aspects of the private sector and may own or control many companies. Future government actions could have a significant effect on the economic conditions in such countries, which could have a negative impact on private sector companies. There is also the possibility of diplomatic developments that could adversely affect investments in certain countries in Africa. Some countries in Africa may be affected by a greater degree of public corruption and crime, including organized crime.

Performance Information

The Fund has only recently begun operations, so performance information is not yet available.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold Shares of the Fund.  You will also incur usual and customary brokerage commission when buying and selling Shares.

Shareholder Fees
 
(fees paid directly from your investment, but see the Creation Unit Transactions Fees and Redemption Transaction Fees below)
None
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)1
Management Fee:2
[     %]
Distribution and/or service (12b-1) fees:1
None
Other Expenses:2
 
          -  Custody Fees
[     %]
          -  Other Expenses
None
Total Annual Fund Operating Expenses:
[     %]
____________________________
 
Operating Expenses are expressed as a percentage of average daily net assets and are based upon estimated amounts for the current fiscal year.
 
2
Management Fees reflect an investment advisory fee and a supervisory and administrative fee.  For more information about the supervisory and administrative fee, see “Investment Adviser” under “Fund Management”.
 
 
15

 

The following example is intended to help retail investors compare the cost of investing in the Fund with the cost of investing in other funds.  The example illustrates the hypothetical expenses that such investors would incur over various periods if they invest $10,000 in the Fund.  The example assumes that the Fund provides a return of 5% a year and that operating expenses remain the same. This example does not include the brokerage commissions that retail investors will pay to buy and sell Shares.  It also does not include the transaction fees on purchases and redemptions of Creation Units, because these fees will not be imposed on retail investors.

One Year
Three Years
[ ]
[ ]

These examples should not be considered to represent actual expenses on performance from the past or for the future.

Creation Unit Transactions Fees and Redemption Transaction Fees

The Fund issues and redeems Shares at NAV and only in large blocks of 50,000 Shares (each block of 50,000 Shares called a “Creation Unit”) or multiples thereof.  As a practical matter, only broker-dealers or large institutional investors with creation and redemption agreements known as Authorized Participants can purchase or redeem these Creation Units.  Purchasers of Creation Units at NAV must pay a standard Creation Transaction Fee of [$           ] per transaction (assuming 50,000 Shares in each Creation Unit).  The fee is a single charge and will be the same regardless of the number of Creation Units purchased by an investor on the same day  The value of a Creation Unit as of first creation was approximately [       ].  An Authorized Participant who holds Creation Units and wishes to redeem at NAV would also pay a standard Redemption Fee of $[     ] per transaction (assuming 50,000 Shares in each Creation Unit), on the date of such redemption, regardless of the number of Creation Units redeemed that day.  If a Creation Unit is purchased or redeemed for cash, a higher Transaction Fee will be charged.  See “Transaction Fees” later in this Prospectus.
____________________________
 
1
The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which the Fund may bear a 12b-1 fee not to exceed 0.25% per annum of the Fund’s average daily net assets.  However, no such fee is currently paid by the Fund.
 
2
The Fund bears other expenses that are not covered under the supervisory and administrative fee, which may vary and affect the total level of expenses paid by the Fund, such as asset-based custody fees, taxes and governmental fees, brokerage fees, commissions and other transaction expenses, costs of borrowing money, including interest expenses and extraordinary expenses (such as litigation and indemnification expenses).
 
 
16

 

Investors who hold Creation Units will also pay the Annual Fund Operating Expenses described in the table above.  Assuming an investment in a Creation Unit of [       ] and a 5% return each year, and assuming that the Fund’s gross operating expenses remain the same, the total cost would be [$       ] if the Creation Unit is redeemed after one year, and [$       ] if the Creation Unit is redeemed after three years.

The Transaction Fee is not an expense of the Fund and does not impact the Fund’s expense ratio.

 
17

 

Global X Finland [ ] ETF

Investment Objective

The Global X Finland [ ] ETF seeks to provide investment results that correspond generally to the price and yield performance, before fees and expenses, of the [ ] Index (the “Underlying Index”).

Principal Investment Strategy

The Underlying Index is a free float adjusted, liquidity tested and market capitalization-weighted index that is designed to measure broad based equity market performance in Finland.  As of [   ] 2009, the Underlying Index’s three largest stocks were [ ], [ ] and [ ].

Principal Risks Specific to Fund

In addition to the risks listed in the section “Principal Risk Factors Common to All Funds,” the Fund is subject to the risks listed below.

Risks Related to Investing in Finland.  Finland’s economy is heavily dependent on trade, in particular its export of electrical and electronic goods and paper and wood materials. Key trading partners are member states of the European Union (“EU”), most notably Germany, Sweden and the United Kingdom. Changes in the above sectors, decreasing demand for Finnish products and services or changes in governmental regulations on trade may have a significantly adverse effect on the economies on Finland’s economy.  Many of these Western European developed nations are member states of the European Union and Economic and Monetary Union of the European Union (“EMU”). As a result, these member states are dependent upon one another economically and politically.

The European Central Bank has control over each member country’s monetary policies, including inflation rates, deficit levels, interest rates, debt levels and fiscal and monetary controls. These monetary policies may significantly impact other European countries who are not members of the EMU. Therefore, the member countries no longer control their own monetary policies by, for example, directing independent interest rates for their currencies. The national governments of the member countries, however, have retained the authority to set tax and spending policies and public debt levels. On January 1, 1999, the EMU introduced a new single currency called the euro. The euro has replaced the national currencies of the following member countries: Austria, Belgium, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal and Spain. The elimination of the currency risk among EMU countries has affected the economic environment and behavior of investors, particularly in European markets. In addition, the introduction of the euro has presented other unique uncertainties, including the fluctuation of the euro relative to non-euro currencies; whether the interest rate, tax and labor regimes of European countries participating in the euro will converge over time; and whether the conversion of the currencies of other countries that now are or may in the future become members of the European Union will have an impact on the euro. Also, it is possible that the euro could be abandoned in the future by countries that have already adopted its use. In May 2005, votes in France and the Netherlands rejected ratification of the EU Constitution, causing some other countries to postpone moves toward ratification. These or other events, including political and economic developments, could cause market disruptions, and could affect adversely the values of securities held by the Fund.

 
18

 

Faced with stronger global competition, Finland has had to scale down its historically generous welfare program, resulting in drops in domestic demand and increased unemployment. Major industries in Finland, such as metals and forestry, are heavily resource-dependent and face pressure as a result of high labor costs. Pension reform, union regulation, and further cuts in liberal social programs will likely need to be addressed in the near future, which may adversely impact investments in the Fund.

Performance Information

The Fund has only recently begun operations, so performance information is not yet available.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold Shares of the Fund.  You will also incur usual and customary brokerage commission when buying and selling Shares.

Shareholder Fees
 
(fees paid directly from your investment, but see the Creation Unit Transactions Fees and Redemption Transaction Fees below)
None
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)1
Management Fee:2
[   %]
Distribution and/or service (12b-1) fees:3
None
Other Expenses:4
[   %]
Total Annual Fund Operating Expenses:
[   %]
____________________________
 
1
Expressed as a percentage of average daily net assets.
 
2
Management Fees reflect an investment advisory fee and a supervisory and administrative fee.  For more information about the supervisory and administrative fee, see “Investment Adviser” under “Fund Management”.
 
3
The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which the Fund may bear a 12b-1 fee not to exceed 0.25% per annum of the Fund’s average daily net assets.  However, no such fee is currently paid by the Fund.
 
4
The Fund bears other expenses that are not covered under the supervisory and administrative fee, which may vary and affect the total level of expenses paid by the Fund, such as taxes and governmental fees, brokerage fees, commissions and other transaction expenses, costs of borrowing money, including interest expenses and extraordinary expenses (such as litigation and indemnification expenses).

 
19

 

The following example is intended to help retail investors compare the cost of investing in the Fund with the cost of investing in other funds.  The example illustrates the hypothetical expenses that such investors would incur over various periods if they invest $10,000 in the Fund.  The example assumes that the Fund provides a return of 5% a year and that operating expenses remain the same. This example does not include the brokerage commissions that retail investors will pay to buy and sell Shares.  It also does not include the transaction fees on purchases and redemptions of Creation Units, because these fees will not be imposed on retail investors.

One Year
Three Years
[   ]
[   ]

These examples should not be considered to represent actual expenses on performance from the past or for the future.

Creation Unit Transactions Fees and Redemption Transaction Fees

The Fund issues and redeems Shares at NAV and only in large blocks of 50,000 Shares (each block of 50,000 Shares called a “Creation Unit”) or multiples thereof.  As a practical matter, only broker-dealers or large institutional investors with creation and redemption agreements known as Authorized Participants can purchase or redeem these Creation Units.  Purchasers of Creation Units at NAV must pay a standard Creation Transaction Fee of [$   ] per transaction (assuming 50,000 Shares in each Creation Unit). The fee is a single charge and will be the same regardless of the number of Creation Units purchased by an investor on the same day  The value of a Creation Unit as of first creation was approximately [$   ].  An Authorized Participant who holds Creation Units and wishes to redeem at NAV would also pay a standard Redemption Fee of [$   ] per transaction (assuming 50,000 Shares in each Creation Unit), on the date of such redemption, regardless of the number of Creation Units redeemed that day.  If a Creation Unit is purchased or redeemed for cash, a higher Transaction Fee will be charged. See “Transaction Fees” later in this Prospectus.

Investors who hold Creation Units will also pay the Annual Fund Operating Expenses described in the table above.  Assuming an investment in a Creation Unit of [$   ] and a 5% return each year, and assuming that the Fund’s gross operating expenses remain the same, the total cost would be [$   ] if the Creation Unit is redeemed after one year, and [$   ] if the Creation Unit is redeemed after three years.

The Transaction Fee is not an expense of the Fund and does not impact the Fund’s expense ratio.

 
20

 

Global X Norway [ ] ETF

Investment Objective

The Global X Norway [ ] ETF seeks to provide investment results that correspond generally to the price and yield performance, before fees and expenses, of the [ ] Index (the “Underlying Index”).

Principal Investment Strategy

The Underlying Index is a free float adjusted, liquidity tested and market capitalization-weighted index that is designed to measure broad based equity market performance in Norway.  As of [   ] 2009, the Underlying Index’s three largest stocks were [ ], [ ] and [ ].

Principal Risks Specific to Fund

In addition to the risks listed in the section “Principal Risk Factors Common to All Funds,” the Fund is subject to the risks listed below.

Risks Related to Investing in Norway.  Norway’s economy is heavily dependent on the export of petroleum and metals to key trading partners in the European Union (“EU”), most notably the United Kingdom, Germany and the Netherlands. A sustained decrease in commodity prices could have a significant negative impact on all aspects of the economy of Norway. Changes in the above sectors, decreasing demand for Norwegian products and services or changes in governmental regulations on trade may have a significantly adverse effect on Norway’s economy. Domestic situations in EU member states, including decreasing imports or exports or recessions may also have a significant adverse effect on Norway’s economy.

Faced with stronger global competition, Norway has had to scale down its historically generous welfare program, resulting in drops in domestic demand and increased unemployment. Major industries in Norway, such as oil, forestry and metals, are heavily resource-dependent and face pressure as a result of high labor costs.  Pension reform, union regulation, and further cuts in liberal social programs will likely need to be addressed in the near future, which may adversely impact investments in the Fund.

Performance Information

The Fund has only recently begun operations, so performance information is not yet available.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold Shares of the Fund.  You will also incur usual and customary brokerage commission when buying and selling Shares.

 
21

 
 
Shareholder Fees
 
(fees paid directly from your investment, but see the Creation Unit Transactions Fees and Redemption Transaction Fees below)
None
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)1
Management Fee:2
[   %]
Distribution and/or service (12b-1) fees:3
None
Other Expenses:4
[   %]
Total Annual Fund Operating Expenses:
[   %]

The following example is intended to help retail investors compare the cost of investing in the Fund with the cost of investing in other funds.  The example illustrates the hypothetical expenses that such investors would incur over various periods if they invest $10,000 in the Fund.  The example assumes that the Fund provides a return of 5% a year and that operating expenses remain the same. This example does not include the brokerage commissions that retail investors will pay to buy and sell Shares.  It also does not include the transaction fees on purchases and redemptions of Creation Units, because these fees will not be imposed on retail investors.

One Year
Three Years
[   ]
[   ]

These examples should not be considered to represent actual expenses on performance from the past or for the future.

Creation Unit Transactions Fees and Redemption Transaction Fees

The Fund issues and redeems Shares at NAV and only in large blocks of 50,000 Shares (each block of 50,000 Shares called a “Creation Unit”) or multiples thereof.  As a practical matter, only broker-dealers or large institutional investors with creation and redemption agreements known as Authorized Participants can purchase or redeem these Creation Units.  Purchasers of Creation Units at NAV must pay a standard Creation Transaction Fee of [$   ] per transaction (assuming 50,000 Shares in each Creation Unit). The fee is a single charge and will be the same regardless of the number of Creation Units purchased by an investor on the same day  The value of a Creation Unit as of first creation was approximately [$   ].  An Authorized Participant who holds Creation Units and wishes to redeem at NAV would also pay a standard Redemption Fee of [$   ] per transaction (assuming 50,000 Shares in each Creation Unit), on the date of such redemption, regardless of the number of Creation Units redeemed that day.  If a Creation Unit is purchased or redeemed for cash, a higher Transaction Fee will be charged. See “Transaction Fees” later in this Prospectus.
____________________________
 
Expressed as a percentage of average daily net assets.
 
Management Fees reflect an investment advisory fee and a supervisory and administrative fee.  For more information about the supervisory and administrative fee, see “Investment Adviser” under “Fund Management”.
 
The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which the Fund may bear a 12b-1 fee not to exceed 0.25% per annum of the Fund’s average daily net assets.  However, no such fee is currently paid by the Fund.
 
The Fund bears other expenses that are not covered under the supervisory and administrative fee, which may vary and affect the total level of expenses paid by the Fund, such as taxes and governmental fees, brokerage fees, commissions and other transaction expenses, costs of borrowing money, including interest expenses and extraordinary expenses (such as litigation and indemnification expenses).

 
22

 

Investors who hold Creation Units will also pay the Annual Fund Operating Expenses described in the table above.  Assuming an investment in a Creation Unit of [$   ] and a 5% return each year, and assuming that the Fund’s gross operating expenses remain the same, the total cost would be [$   ] if the Creation Unit is redeemed after one year, and [$   ] if the Creation Unit is redeemed after three years.

The Transaction Fee is not an expense of the Fund and does not impact the Fund’s expense ratio.

 
23

 

Global X Pakistan [ ] ETF

Investment Objective

The Global X Pakistan [ ] ETF seeks to provide investment results that correspond generally to the price and yield performance, before fees and expenses, of the [ ] Index (the “Underlying Index”).

Principal Investment Strategy

The Underlying Index is a free float adjusted, liquidity tested and market capitalization-weighted index that is designed to measure broad based equity market performance in Pakistan.  As of [   ] 2009, the Underlying Index’s three largest stocks were [ ], [ ] and [ ].

Principal Risks Specific to Fund

In addition to the risks listed in the section “Principal Risk Factors Common to All Funds,” the Fund is subject to the risks listed below.

Risks Related to Investing in Pakistan.  Pakistan’s economy is heavily dependent on exports. The textile sector of the Pakistani economy accounts for an outsized portion of exports, comprising two-thirds of export income. Any changes in the sector could have an adverse impact on the Pakistani economy. Pakistan’s key trading and foreign investment partner is the United States. Reduction in spending on Pakistani products and services, or changes in the U.S. economy, foreign policy, trade regulation or currency exchange rate may adversely impact the Pakistani economy. Pakistan has periodically received and currently receives financing and aid from other countries and multilateral organizations. There is no guarantee that international assistance will continue in the future, which could have a materially adverse impact on the Pakistani economy. A growing national debt and current-account deficit could also contribute to a slowdown in overall growth.

Pakistan’s economy is susceptible to a substantial degree to economic, political and social instability. There remains the possibility that macroeconomic and structural reforms can be slowed or reversed by political instability. The Pakistani population is comprised of diverse religious, linguistic and ethnic groups, and outlying provinces have, from time to time, proved to be resistant of the central government’s control. Recently, acts of terrorism and the armed conflict in the Swat Valley between Pakistani troops and the Taliban have resulted in substantial population displacement and civil unrest. Pakistan, a nuclear power, also has a history of hostility with neighboring countries, most notably with India, also a nuclear power, including conflicts over the disputed Kashmir region. The tensions between the two nations have spiked in the past in the form of armed conflict between the national armies and non-state-sponsored acts of terrorism.  Unanticipated social, political and economic developments in the Pakistan could result in substantial investment losses.  There is also the possibility of nationalization, expropriation or confiscatory taxation, political changes, government regulation or diplomatic developments (including war or terrorist attacks) which could affect adversely the economy of Pakistan or the value of the Fund’s investments.

 
24

 

Securities markets in Pakistan are subject to greater risks associated with market volatility, lower market capitalization, lower trading volume, illiquidity, inflation, greater price fluctuations and uncertainty regarding the existence of trading markets.  For example, the Karachi Stock Exchange introduced new trading rules and restrictions in June 2008 as the equity market was rapidly declining, which created uncertainty among investors and was followed by further, significant market declines.  Moreover, trading on securities markets may be suspended altogether.  The governments might restrict or control to varying degrees the ability of foreign investors to invest in securities of issuers located or operating in Pakistan as well as the repatriation of investment income, capital or the proceeds of sales of securities by foreign investors.

Many Asian countries, including Pakistan, are prone to frequent typhoons, damaging floods, earthquakes and/or other natural disasters, which may adversely impact their economies. Pakistan’s economy, in particular, is more reliant on agriculture than the U.S. economy and is therefore more susceptible to adverse changes in weather.

Performance Information

The Fund has only recently begun operations, so performance information is not yet available.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold Shares of the Fund.  You will also incur usual and customary brokerage commission when buying and selling Shares.

Shareholder Fees
 
(fees paid directly from your investment, but see the Creation Unit Transactions Fees and Redemption Transaction Fees below)
None
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)1
Management Fee:2
[      %]
Distribution and/or service (12b-1) fees:3
None
Other Expenses:1
 
          -  Custody Fees
[      %]
          -  Other Expenses
None
Total Annual Fund Operating Expenses:
[      %]
____________________________
 
Operating Expenses are expressed as a percentage of average daily net assets and are based upon estimated amounts for the current fiscal year.
 
Management Fees reflect an investment advisory fee and a supervisory and administrative fee.  For more information about the supervisory and administrative fee, see “Investment Adviser” under “Fund Management”.
 
The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which the Fund may bear a 12b-1 fee not to exceed 0.25% per annum of the Fund’s average daily net assets.  However, no such fee is currently paid by the Fund.
 
 
25

 

The following example is intended to help retail investors compare the cost of investing in the Fund with the cost of investing in other funds.  The example illustrates the hypothetical expenses that such investors would incur over various periods if they invest $10,000 in the Fund.  The example assumes that the Fund provides a return of 5% a year and that operating expenses remain the same. This example does not include the brokerage commissions that retail investors will pay to buy and sell Shares.  It also does not include the transaction fees on purchases and redemptions of Creation Units, because these fees will not be imposed on retail investors.

One Year
Three Years
[  ]
[  ]

These examples should not be considered to represent actual expenses on performance from the past or for the future.

Creation Unit Transactions Fees and Redemption Transaction Fees

The Fund issues and redeems Shares at NAV and only in large blocks of 50,000 Shares (each block of 50,000 Shares called a “Creation Unit”) or multiples thereof.  As a practical matter, only broker-dealers or large institutional investors with creation and redemption agreements known as Authorized Participants can purchase or redeem these Creation Units.  Purchasers of Creation Units at NAV must pay a standard Creation Transaction Fee of [$      ] per transaction (assuming 50,000 Shares in each Creation Unit). The fee is a single charge and will be the same regardless of the number of Creation Units purchased by an investor on the same day  The value of a Creation Unit as of first creation was approximately [$       ]. An Authorized Participant who holds Creation Units and wishes to redeem at NAV would also pay a standard Redemption Fee of [$      ] per transaction (assuming 50,000 Shares in each Creation Unit), on the date of such redemption, regardless of the number of Creation Units redeemed that day. If a Creation Unit is purchased or redeemed for cash, a higher Transaction Fee will be charged. See “Transaction Fees” later in this Prospectus.

Investors who hold Creation Units will also pay the Annual Fund Operating Expenses described in the table above.  Assuming an investment in a Creation Unit of [$      ] and a 5% return each year, and assuming that the Fund’s gross operating expenses remain the same, the total cost would be [$     ] if the Creation Unit is redeemed after one year, and [$      ] if the Creation Unit is redeemed after three years.
____________________________
 
1
The Fund bears other expenses that are not covered under the supervisory and administrative fee, which may vary and affect the total level of expenses paid by the Fund, such as asset-based custody fees, taxes and governmental fees, brokerage fees, commissions and other transaction expenses, costs of borrowing money, including interest expenses and extraordinary expenses (such as litigation and indemnification expenses).
 
 
26

 

The Transaction Fee is not an expense of the Fund and does not impact the Fund’s expense ratio.

 
27

 

Global X Poland [ ] ETF

Investment Objective

The Global X Poland [ ] ETF seeks to provide investment results that correspond generally to the price and yield performance, before fees and expenses, of the [ ] Index (the “Underlying Index”).

Principal Investment Strategy

The Underlying Index is a free float adjusted, liquidity tested and market capitalization-weighted index that is designed to measure broad based equity market performance in Poland.  As of [   ] 2009, the Underlying Index’s three largest stocks were [ ], [ ] and [ ].

Principal Risks Specific to Fund

In addition to the risks listed in the section “Principal Risk Factors Common to All Funds,” the Fund is subject to the risks listed below.

Risks Related to Investing in Poland. Poland’s economy is heavily dependent on export of raw materials, semi-processed materials, food products and machinery and transport goods. Key trading partners are Germany and other European nations. As such, Poland’s continued growth is dependent on the growth of these economies. Reduction in spending on products and services from Poland, or changes in the European economies, European Union regulations and other trade regulations or currency exchange rates may adversely impact the Polish economy.

The Polish economy, like most markets in Eastern Europe, remains relatively undeveloped and can be particularly sensitive to political and economic developments. Poland has experienced a high level of debt and public spending, which may stifle economic growth, contribute to prolonged periods of recession, lower the country’s sovereign debt rating or prohibit entry into the European Economic and Monetary Union, adversely impacting investments in the Fund.

Agriculture occupies an outsized role in the Polish workforce, accounting for one-sixth of total employment, while contributing only 4% to the GDP. A future decline in agricultural employment could result in civil unrest, which could affect investments in the Fund.

Relations with Russia are problematic and are complicated by Poland’s deepening alliance with the United States. Although Poland is a leading producer of coal, the economy has grown increasingly reliant on natural gas and oil, of which Russia is the main supplier. As the gas crisis in January of 2009 between Russia and Ukraine demonstrated, Russia is willing to use its hydrocarbon supply as a strategic tool. Unforeseen developments in Polish-Russian relations could impact Poland’s energy supply, which could adversely affect investments in the Fund.

Performance Information

The Fund has only recently begun operations, so performance information is not yet available.
 
 
28

 
   
Fees and Expenses
   
This table describes the fees and expenses that you may pay if you buy and hold Shares of the Fund.  You will also incur usual and customary brokerage commission when buying and selling Shares.

Shareholder Fees
 
(fees paid directly from your investment, but see the Creation Unit Transactions Fees and Redemption Transaction Fees below)
None
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)1
Management Fee:2
[   %]
Distribution and/or service (12b-1) fees:3
None
Other Expenses:4
 
          -  Custody Fees
[   %]
          -  Other Expenses
None
Total Annual Fund Operating Expenses:
[   %]

The following example is intended to help retail investors compare the cost of investing in the Fund with the cost of investing in other funds.  The example illustrates the hypothetical expenses that such investors would incur over various periods if they invest $10,000 in the Fund.  The example assumes that the Fund provides a return of 5% a year and that operating expenses remain the same. This example does not include the brokerage commissions that retail investors will pay to buy and sell Shares.  It also does not include the transaction fees on purchases and redemptions of Creation Units, because these fees will not be imposed on retail investors.

One Year
Three Years
[   ]
[   ]

These examples should not be considered to represent actual expenses on performance from the past or for the future.
____________________________
 
1
Operating Expenses are expressed as a percentage of average daily net assets and are based upon estimated amounts for the current fiscal year.
 
2
Management Fees reflect an investment advisory fee and a supervisory and administrative fee.  For more information about the supervisory and administrative fee, see “Investment Adviser” under “Fund Management”.
 
3
The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which the Fund may bear a 12b-1 fee not to exceed 0.25% per annum of the Fund’s average daily net assets.  However, no such fee is currently paid by the Fund.
 
4
The Fund bears other expenses that are not covered under the supervisory and administrative fee, which may vary and affect the total level of expenses paid by the Fund, such as asset-based custody fees, taxes and governmental fees, brokerage fees, commissions and other transaction expenses, costs of borrowing money, including interest expenses and extraordinary expenses (such as litigation and indemnification expenses).

 
29

 

Creation Unit Transactions Fees and Redemption Transaction Fees

The Fund issues and redeems Shares at NAV and only in large blocks of 50,000 Shares (each block of 50,000 Shares called a “Creation Unit”) or multiples thereof.  As a practical matter, only broker-dealers or large institutional investors with creation and redemption agreements known as Authorized Participants can purchase or redeem these Creation Units.  Purchasers of Creation Units at NAV must pay a standard Creation Transaction Fee of [$   ] per transaction (assuming 50,000 Shares in each Creation Unit). The fee is a single charge and will be the same regardless of the number of Creation Units purchased by an investor on the same day  The value of a Creation Unit as of first creation was approximately [$   ]. An Authorized Participant who holds Creation Units and wishes to redeem at NAV would also pay a standard Redemption Fee of [$   ] per transaction (assuming 50,000 Shares in each Creation Unit), on the date of such redemption, regardless of the number of Creation Units redeemed that day. If a Creation Unit is purchased or redeemed for cash, a higher Transaction Fee will be charged. See “Transaction Fees” later in this Prospectus.

Investors who hold Creation Units will also pay the Annual Fund Operating Expenses described in the table above.  Assuming an investment in a Creation Unit of [$   ] and a 5% return each year, and assuming that the Fund’s gross operating expenses remain the same, the total cost would be [$   ] if the Creation Unit is redeemed after one year, and [$   ] if the Creation Unit is redeemed after three years.

The Transaction Fee is not an expense of the Fund and does not impact the Fund’s expense ratio.

 
30

 

Global X United Arab Emirates [ ] ETF

Investment Objective

The Global X United Arab Emirates [ ] ETF seeks to provide investment results that correspond generally to the price and yield performance, before fees and expenses, of the [ ] Index (the “Underlying Index”).

Principal Investment Strategy

The Underlying Index is a free float adjusted, liquidity tested and market capitalization-weighted index that is designed to measure broad based equity market performance in the United Arab Emirates.  As of [   ] 2009, the Underlying Index’s three largest stocks were [ ], [ ] and [ ]..

Principal Risks Specific to Fund

In addition to the risks listed in the section “Principal Risk Factors Common to All Funds,” the Fund is subject to the risks listed below.

Risks Related to Investing in the United Arab Emirates.  The economy of the United Arab Emirates (U.A.E.) is dominated by petroleum export. The non-oil economy, concentrated in Dubai’s service sector, notably in tourism, real estate, banking and re-export trade, has grown rapidly over the past few years. But as the recent global credit crisis and the corresponding fallout in Dubai’s service sector have shown, the U.A.E. remains anchored by Abu Dhabi’s oil production. A sustained decrease in commodity prices could have a significant negative impact on all aspects of the economy of the U.A.E.

Like most Middle Eastern governments, the federal government of the U.A.E. and the governments of the individual emirates exercise substantial influence over many aspects of the private sector. Although free zones have played a crucial part in the growth of the U.A.E.’s non-oil economy, liberalization in the wider economy has lagged: restrictions on foreign ownership persist, and the government has ownership stake in many key industries. The situation is exacerbated by the fact that the U.A.E. is governed by an authoritarian autocracy. Governmental actions in the future could have a significant effect on economic conditions in the U.A.E., which could affect private sector companies and the Fund, as well as the value of securities in the Fund’s portfolio.

Although the political situation in the U.A.E. is largely stable, there remains the possibility that instability in the larger Middle East region could adversely impact the economy of the U.A.E. Such instability could come in the form of civil unrest, armed conflict and acts of terrorism.

Certain issuers located in the United Arab Emirates in which the Fund invests may operate in, or have dealings with, countries subject to sanctions and/or embargoes imposed by the U.S. government and the United Nations and/or countries identified by the U.S. government as state sponsors of terrorism. As a result, an issuer may sustain damage to its reputation if it is identified as an issuer which operates in, or has dealings with, such countries. The Fund, as an investor in such issuers will be indirectly subject to those risks.

 
31

 

Performance Information

The Fund has only recently begun operations, so performance information is not yet available.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold Shares of the Fund.  You will also incur usual and customary brokerage commission when buying and selling Shares.

Shareholder Fees
 
(fees paid directly from your investment, but see the Creation Unit Transactions Fees and Redemption Transaction Fees below)
None
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)1
Management Fee:2
[     %]
Distribution and/or service (12b-1) fees:3
None
Other Expenses:4
 
          -  Custody Fees
[     %]
          -  Other Expenses
None
Total Annual Fund Operating Expenses:
[     %]

The following example is intended to help retail investors compare the cost of investing in the Fund with the cost of investing in other funds.  The example illustrates the hypothetical expenses that such investors would incur over various periods if they invest $10,000 in the Fund.  The example assumes that the Fund provides a return of 5% a year and that operating expenses remain the same. This example does not include the brokerage commissions that retail investors will pay to buy and sell Shares.  It also does not include the transaction fees on purchases and redemptions of Creation Units, because these fees will not be imposed on retail investors.
____________________________
 
1
Operating Expenses are expressed as a percentage of average daily net assets and are based upon estimated amounts for the current fiscal year.
 
2
Management Fees reflect an investment advisory fee and a supervisory and administrative fee.  For more information about the supervisory and administrative fee, see “Investment Adviser” under “Fund Management”.
 
3
The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which the Fund may bear a 12b-1 fee not to exceed 0.25% per annum of the Fund’s average daily net assets.  However, no such fee is currently paid by the Fund.
 
4
The Fund bears other expenses that are not covered under the supervisory and administrative fee, which may vary and affect the total level of expenses paid by the Fund, such as asset-based custody fees, taxes and governmental fees, brokerage fees, commissions and other transaction expenses, costs of borrowing money, including interest expenses and extraordinary expenses (such as litigation and indemnification expenses).

 
32

 
 
One Year
Three Years
[  ]
[  ]

These examples should not be considered to represent actual expenses on performance from the past or for the future.

Creation Unit Transactions Fees and Redemption Transaction Fees

The Fund issues and redeems Shares at NAV and only in large blocks of 50,000 Shares (each block of 50,000 Shares called a “Creation Unit”) or multiples thereof.  As a practical matter, only broker-dealers or large institutional investors with creation and redemption agreements known as Authorized Participants can purchase or redeem these Creation Units.  Purchasers of Creation Units at NAV must pay a standard Creation Transaction Fee of [$      ] per transaction (assuming 50,000 Shares in each Creation Unit). The fee is a single charge and will be the same regardless of the number of Creation Units purchased by an investor on the same day  The value of a Creation Unit as of first creation was approximately [$        ]. An Authorized Participant who holds Creation Units and wishes to redeem at NAV would also pay a standard Redemption Fee of [$       ] per transaction (assuming 50,000 Shares in each Creation Unit), on the date of such redemption, regardless of the number of Creation Units redeemed that day. If a Creation Unit is purchased or redeemed for cash, a higher Transaction Fee will be charged. See “Transaction Fees” later in this Prospectus.

Investors who hold Creation Units will also pay the Annual Fund Operating Expenses described in the table above.  Assuming an investment in a Creation Unit of [$         ] and a 5% return each year, and assuming that the Fund’s gross operating expenses remain the same, the total cost would be [$      ] if the Creation Unit is redeemed after one year, and [$       ] if the Creation Unit is redeemed after three years.

The Transaction Fee is not an expense of the Fund and does not impact the Fund’s expense ratio.

 
33

 

BUYING AND SELLING FUND SHARES

Shares of the Funds trade on the Exchange 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 the 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 Shares (the “bid” price) and the price at which they are willing to sell 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 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 Shares, frequent trading may reduce investment return.

Shares of a Fund may be acquired or redeemed directly from the Fund only in Creation Units or multiples thereof, as discussed in the Creations and Redemptions section. Once created, Shares generally trade in the secondary market in amounts less than a Creation Unit.

Shares of the Funds trade under the trading symbols listed for each Fund in the Description of the Funds section.

The Funds will be listed on the Exchange.  The Exchange 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.

Book Entry

Shares of the Funds 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 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 include DTC, securities brokers and dealers, banks, trust companies, clearing corporations and other institutions that directly or indirectly maintain a custodial relationship with DTC.  As a beneficial owner of Shares, you are not entitled to receive physical delivery of stock certificates or to have Shares registered in your name, and you are not considered a registered owner of Shares. Therefore, to exercise any rights as an owner of Shares, you must rely upon the procedures of DTC and its participants.  These procedures are the same as those that apply to any securities that you hold in book entry or “street name” form.

 
34

 

FUND MANAGEMENT

Investment Adviser

Global X Management Company LLC serves as the investment adviser and the administrator for the Fund.  Subject to the supervision of the Board of Trustees, the Adviser is responsible for managing the investment activities of the Fund and the Fund’s business affairs and other administrative matters.  The Adviser is a Delaware limited liability company with its principal offices located at 410 Park Avenue, 4th Floor, New York, New York 10022.

The Fund pays for the advisory and supervisory and administrative services it requires under what is essentially an all-in fee structure.  The Management Fees shown in the Annual Fund Operating Expenses table reflect both an investment advisory fee and a supervisory and administrative fee.  The Adviser provides or procures supervisory and administrative services for the Fund and also bears the costs of various third-party services required by the Fund, including, among other things, audit, portfolio accounting, legal, transfer agency and printing costs.

For its investment advisory, supervisory and administrative services, each Fund will pay monthly a fee to the Adviser at the annual rate set forth in the table below (stated as a percentage of each Fund’s respective average daily net assets):

Fund
Management Fee
Global X Denmark [ ] ETF
[    %]
Global X Emerging Africa [ ] ETF
[    %]
Global X Finland [ ] ETF
[    %]
Global X Norway [ ] ETF
[    %]
Global X Pakistan [ ] ETF
[    %]
Global X Poland [ ] ETF
[    %]
Global X United Arab Emirates [ ] ETF
[    %]

The Trust, the Adviser and the Distributor each have adopted a code of ethics, (“Code”) as required by applicable law, which is designed to prevent affiliated persons of the Trust, the Adviser, and the Distributor from engaging in deceptive, manipulative, or fraudulent activities in connection with securities held or to be acquired by each Fund (which may also be held by persons subject to a Code).  There can be no assurance that the Codes will be effective in preventing such activities.  The Codes permit personnel subject to them to invest in securities, including securities that may be held or purchased by the Funds.  The Codes are on file with the SEC and are available to the public.

In addition, the Adviser may make payments out of its own internal resources and profits from all sources to other financial intermediaries to encourage the sale of Shares of the Funds.  The payments are intended to compensate financial intermediaries (including broker-dealers) for, among other things: marketing Shares, which may consist of payments relating to the Funds, including but not limited to: inclusion on preferred or recommended fund lists or in certain sales programs from time to time sponsored by the financial intermediaries; access to the financial intermediaries registered sales persons; and/or other specified services or persons intended to assist in the marketing of the Funds.  Such payments may be based on various factors, including levels of assets and/or sales (based on gross or net sales or some other criteria).  These payments may create an incentive for a financial intermediary to sell and recommend certain investment products, including the Funds, over other products for which it may receive less compensation.  You may contact your financial intermediary if you want information regarding the any payment it receives from the Adviser.

 
35

 

Approval of Advisory Agreement

A discussion regarding the basis for the Board of Trustees’ approval of the investment advisory agreement will be available in the Funds’ first annual or semi-annual report to shareholders.

Portfolio Management

The portfolio managers who are currently responsible for the day-to-day management of the Fund’s portfolio are Bruno del Ama and Jose Gonzalez.

Bruno del Ama:  Bruno del Ama has been Chief Executive Officer of the Adviser since March 2008.  Prior to joining the Adviser, Mr. del Ama was a director at Radian Asset Assurance from 2004 to 2008.  Prior to 2004, Mr. del Ama was senior consultant at Oliver Wyman.  Mr. del Ama received a Masters in Business Administration from the Wharton Business School.

Jose Gonzalez:  Jose Gonzalez has been a Principal of the Adviser since March 2008.  Mr. Gonzalez is also a registered representative of GWM Group, Inc. (“GWM”), a registered broker-dealer and an affiliate of the Adviser.  Mr. Gonzalez has been affiliated with GWM since 2006.  Prior to joining GWM, Mr. Gonzalez was a registered representative of Broad Street Securities, Inc.  Prior to 2004, Mr. Gonzalez was a financial advisor with Lloyd, Scott, & Valenti, Ltd.

The SAI provides additional information about the portfolio managers’ compensation structure, other accounts managed by the portfolio managers, and the portfolio manager’s ownership of securities of the Funds.

DISTRIBUTOR

SEI Investments Distribution Co. distributes Creation Units for the Fund on an agency basis.  The Distributor does not maintain a secondary market in Shares. The Distributor has no role in determining the policies of the Funds or the securities that are purchased or sold by each Fund. The Distributor’s principal address is Freedom Valley Drive Oaks, PA 19456.  The Distributor is not affiliated with the Adviser.

OTHER SERVICE PROVIDERS

SEI Investments Global Trusts Services is the sub-administrator for each Fund.

Brown Brothers Harriman & Co. is the custodian and transfer agent for each Fund.

 
36

 

Dechert LLP serves as legal counsel to each Fund.

Sanville & Company serves as the Funds’ independent registered public accounting firm.  The independent registered public accounting firm is responsible for auditing the annual financial statements of each Fund.

SHAREHOLDER INFORMATION

Investors may acquire Shares on the Exchange and in the secondary markets through a broker or dealer.  On the Exchange and in the secondary markets, there is no minimum share amount you must buy or sell, with the result that you may purchase or sell as little as one Share.  Shares qualify as margin borrowing collateral.

When you buy or sell Shares on the Exchange or in the secondary markets, your broker will normally charge you a commission or other transaction charges and you may pay market premiums or discounts on purchases and sales of Shares.  For information about buying and selling Shares on the Exchange or in the secondary markets, please contact your broker or dealer.

FREQUENT TRADING

Unlike frequent trading of shares of a traditional open-end mutual funds (i.e., not exchange-traded shares), frequent trading of Shares on the secondary market does not disrupt portfolio management, increase the Funds’ trading costs, lead to realization of capitalization gains, or otherwise harm Funds shareholders because these trades does not involve the Funds directly.  A few institutional investors are authorized to purchase and redeem each Fund’s Shares directly with the Fund.  When these trades are effected in-kind (i.e., for securities, and not for cash), they do not cause any of the harmful effects (noted above) that may result from frequent cash trades.  Moreover, the Fund imposes transaction fees on in-kind purchases and redemptions of the Fund to cover the custodial and other costs incurred by the Funds in effecting in-kind trades.  These fees increase if an investor substitutes cash in part or in whole for securities, reflecting the fact that the Funds’ trading costs increase in those circumstances.  For these reasons, the Board of Trustees has determined that it is not necessary to adopt policies and procedures to detect and deter frequent trading and market-timing in Shares of the Funds.

DISTRIBUTION AND SERVICE PLAN

The Board of Trustees of the Trust has adopted a distribution and services plan (“Plan”) pursuant to Rule 12b-1 under the 1940 Act.  Under the Plan, each Fund is authorized to pay distribution fees in connection with the sale and distribution of its Shares and pay service fees in connection with the provision of ongoing services to shareholders of each class and the maintenance of shareholder accounts in an amount up to 0.25% of its average daily net assets each year.

No Rule 12b-1 fees are currently paid by the Funds, and there are no current plans to impose these fees.  However, in the event Rule 12b-1 fees are charged in the future, because these fees are paid out of each Fund’s assets on an ongoing basis, these fees will increase the cost of your investment in the Funds.  By purchasing Shares subject to distribution fees and service fees, you may pay more over time than you would by purchasing Shares with other types of sales charge arrangements.  Long-term shareholders may pay more than the economic equivalent of the maximum front-end sales charge permitted by the rules of the Financial Industry Regulatory Authority.  The net income attributable to Shares will be reduced by the amount of distribution fees and service fees and other expenses of the Funds.

 
37

 

DETERMINATION OF NET ASSET VALUE

Each Fund calculates its NAV generally once daily Monday through Friday generally as of the regularly scheduled close of business of the New York Stock Exchange (“NYSE”) (normally 4:00 p.m. Eastern time) on each day that the NYSE, the Exchange and the Funds’ custodian are open for business, based on prices at the time of closing, provided that any assets or liabilities denominated in currencies other than the U.S. dollar shall be translated into U.S. dollars at the prevailing market rates on the date of valuation as quoted by one or more major banks or dealers that make a two-way market in such currencies (or a data service provider based on quotations received from such banks or dealers).  The NAV of each Fund is calculated by dividing the value of the net assets of such Fund (i.e., the value of its total assets less total liabilities) by the total number of outstanding Shares, generally rounded to the nearest cent.

In calculating the Fund’s NAV, the Fund’s investments are generally valued using market valuations.  A market valuation generally means a valuation (i) obtained from an exchange, a pricing service, or a major market maker (or dealer), (ii) based on a price quotation or other equivalent indication of value supplied by an exchange, a pricing service, or a major market maker (or dealer), or (iii) based on amortized cost.  In the case of shares of funds that are not traded on an exchange, a market valuation means such Fund’s published NAV per share.  A Fund may use various pricing services or discontinue the use of any pricing service.  A price obtained from a pricing service based on such pricing service’s valuation matrix may be considered a market valuation.

In the event that current market valuations are not readily available or such valuations do not reflect current market values, the affected investments will be valued using fair value pricing pursuant to the pricing policy and procedures approved by the Fund’s Board of Trustees.  The frequency with which a Fund’s investments are valued using fair value pricing is primarily a function of the types of securities and other assets in which the Fund invests pursuant to its investment objective, strategies and limitations.

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 of 1933, as amended (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.

 
38

 

Valuing a 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 Underlying Index, which, in turn, could result in a difference between the Fund’s performance and the performance of the Fund’s Underlying Index.

Because foreign markets may be open on different days than the days during which a shareholder may purchase Shares, the value of the Fund’s investments may change on days when shareholders are not able to purchase Shares.  Additionally, due to varying holiday schedules redemption requests made on certain dates may result in a settlement period exceeding seven calendar days.  A list of the holiday schedules of the foreign exchanges of the Funds’ Underlying Indexes, as well as the dates on which a settlement period would exceed seven calendar days in 2008 is contained in the SAI.

The value of assets denominated in foreign currencies is converted into U.S. dollars using exchange rates deemed appropriate by the Adviser as investment adviser.  Any use of a different rate from the rates used by each Index Provider may adversely affect the Fund’s ability to track its Underlying Index.

DIVIDENDS AND DISTRIBUTIONS

Dividends from net investment income, including any net foreign currency gains, generally are declared and paid at least annually and any net realized securities gains are distributed at least annually. In order to improve tracking error or comply with the distribution requirements of the Internal Revenue Code of 1986, dividends may be declared and paid more frequently than annually for the Funds.

Dividends and other distributions on Shares are distributed on a pro rata basis to beneficial owners of such Shares. Dividend payments are made through DTC participants to beneficial owners then of record with proceeds received from a Fund.  Dividends and securities gains distributions are distributed in U.S. dollars and cannot be automatically reinvested in additional Shares.

No dividend reinvestment service is provided by the Trust.  Broker-dealers may make available the DTC book-entry Dividend Reinvestment Service for use by beneficial owners of the Fund for reinvestment of their dividend distributions.  Beneficial owners should contact their broker to determine the availability and costs of the service and the details of participation therein.  Brokers may require beneficial owners to adhere to specific procedures and timetables.  If this service is available and used, dividend distributions of both income and realized gains will be automatically reinvested in additional whole Shares purchased in the secondary market.

TAXES

The following is a summary of certain tax considerations that may be relevant to an investor in the Funds.  Except where otherwise indicated, the discussion relates to investors who are individual United States citizens or residents and is based on current tax law.  You should consult your tax advisor for further information regarding federal, state, local and/or foreign tax consequences relevant to your specific situation.

 
39

 

Distributions.  Each Fund intends to qualify as a regulated investment company for federal tax purposes, and to distribute to shareholders substantially all of its net investment income and net capital gain each year.  Except as otherwise noted below, you will generally be subject to federal income tax on a Fund’s distributions to you.  For federal income tax purposes, Fund distributions attributable to short-term capital gains and net investment income are taxable to you as ordinary income.  Distributions attributable to net capital gains (the excess of net long-term capital gains over net short-term capital losses) of a Fund generally are taxable to you as long-term capital gains.  This is true no matter how long you own your Shares.  The maximum long-term capital gain rate applicable to individuals, estates and trusts of currently 15% is currently scheduled to expire after 2010.  You will be notified annually of the tax status of distributions to you.

Distributions of “qualifying dividends” will also generally be taxable to you at long-term capital gain rates, as long as certain requirements are met.  After 2010, qualifying dividends are currently scheduled to be taxed as ordinary income, rather than at capital gain rates.  In general, if 95% or more of the gross income of a Fund (other than net capital gain) consists of dividends received from domestic corporations or “qualified” foreign corporations (“qualifying dividends”), then all distributions paid by a Fund to individual shareholders will be treated as qualifying dividends.  But if less than 95% of the gross income of a Fund (other than net capital gain) consists of qualifying dividends, then distributions paid by such Fund to individual shareholders will be qualifying dividends only to the extent they are derived from qualifying dividends earned by such Fund. For the lower rates to apply, you must have owned your Shares for at least 61 days during the 121-day period beginning on the date that is 60 days before such Fund’s ex-dividend date (and such Fund will need to have met a similar holding period requirement with respect to the shares of the corporation paying the qualifying dividend).  The amount of a Fund’s distributions that qualify for this favorable treatment may be reduced as a result of such Fund’s securities lending activities (if any), a high portfolio turnover rate or investments in debt securities or “non-qualified” foreign corporations.  In addition, whether distributions received from foreign corporations are qualifying dividends will depend on several factors including the country of residence of the corporation making the distribution. Accordingly, distributions from many of the Fund’s holdings may not be qualifying dividends.

A portion of distributions paid by a Fund to shareholders who are corporations may also qualify for the dividends-received deduction for corporations, subject to certain holding period requirements and debt financing limitations.  The amount of the dividends qualifying for this deduction may, however, be reduced as a result of such Fund’s securities lending activities, by a high portfolio turnover rate or by investments in debt securities or foreign corporations.

Distributions from a Fund will generally be taxable to you in the year in which they are paid, with one exception. Dividends and distributions declared by a Fund in October, November or December and paid in January of the following year are taxed as though they were paid on December 31.

You should note that if you buy Shares of a Fund shortly before it makes a distribution, the distribution will be fully taxable to you even though, as an economic matter, it simply represents a return of a portion of your investment.  This adverse tax result is known as “buying into a dividend.”

 
40

 

Cash Redemptions.  The Global X Emerging Africa [ ] ETF, Global X Pakistan [ ] ETF, and Global X United Arab Emirates [ ] ETF do not generally make in-kind redemptions.  However, the Funds may be required to sell portfolio securities to obtain the cash needed to distribute redemption proceeds.  This may cause the Funds to recognize a capital gain they might not have recognized if they had made a redemption in-kind. As a result, the Funds may pay out higher annual capital gain distributions than if in-kind redemptions were made.

Foreign Taxes.  Each Fund will be subject to foreign withholding taxes with respect to certain dividends or interest received from sources in foreign countries.  If at the close of the taxable year more than 50% in value of a Fund’s assets consists of stock in foreign corporations, such Fund will be eligible to make an election to treat a proportionate amount of those taxes as constituting a distribution to each shareholder, which would allow you either (subject to certain limitations) (1) to credit that proportionate amount of taxes against U.S. Federal income tax liability as a foreign tax credit or (2) to take that amount as an itemized deduction. If a Fund is not eligible or chooses not to make this election it will be entitled to deduct such taxes in computing the amounts it is required to distribute.

Sales and Exchanges.  The sale of Shares is a taxable event on which a gain or loss may be recognized.  The amount of gain or loss is based on the difference between your tax basis in Shares and the amount you receive for them upon disposition.  Generally, you will recognize long-term capital gain or loss if you have held your Fund Shares for over one-year at the time you sell or exchange them.  Gains and losses on Shares held for one-year or less will generally constitute short-term capital gains, except that a loss on Shares held six months or less will be recharacterized as a long-term capital loss to the extent of any long-term capital gains distributions that you have received on the Shares.  A loss realized on a sale or exchange of Fund Shares may be disallowed under the so-called “wash sale” rules to the extent the Shares disposed of are replaced with other Shares of that same Fund within a period of 61 days beginning 30 days before and ending 30 days after the Shares are disposed of, such as pursuant to a dividend reinvestment in Shares of a Fund.  If disallowed, the loss will be reflected in an adjustment to the basis of the Shares acquired.

IRAs and Other Tax-Qualified Plans.  The one major exception to the preceding tax principles is that distributions on, and sales, exchanges and redemptions of, Shares held in an IRA or other tax-qualified plan will not be currently taxable unless the Shares were purchased with borrowed funds.

Backup Withholding.  Each Fund will be required in certain cases to withhold and remit to the U.S. Treasury 28% of the dividends and gross sales proceeds paid to any shareholder (i) who had provided either an incorrect tax identification number or no number at all, (ii) who is subject to backup withholding by the Internal Revenue Service for failure to report the receipt of taxable interest or dividend income properly, or (iii) who has failed to certify to a Fund, when required to do so, that he or she is not subject to backup withholding or is an “exempt recipient.”

 
41

 

U.S. Tax Treatment of Foreign Shareholders.  A foreign shareholder generally will not be subject to U.S. withholding tax in respect of proceeds from, or gain on, the redemption of Shares or in respect of capital gain dividends (i.e., dividends attributable to long-term capital gains of a Fund) unless, in the case of a shareholder who is a non-resident alien individual, the shareholder is present in the United States for 183 days or more during the taxable year and certain other conditions are met.  Foreign shareholders generally will be subject to U.S. withholding tax at a rate of 30% (or a lower treaty rate, if applicable) on distributions by such Fund of net investment income, other ordinary income, and the excess, if any, of net short-term capital gain over net long-term capital loss for the year, unless the distributions are effectively connected with a U.S. trade or business of the shareholder.  Foreign shareholders should consult their tax advisors regarding the U.S. and foreign tax consequences of investing in the Fund.

State and Local Taxes.  You may also be subject to state and local taxes on income and gain attributable to your ownership of Shares. State income taxes may not apply, however, to the portions of the Fund’s distributions, if any, that are attributable to interest earned by a Fund on U.S. government securities. You should consult your tax advisor regarding the tax status of distributions in your state and locality.

Consult Your Tax Professional.  Your investment in a Fund could have additional tax consequences. You should consult your tax professional for information regarding all tax consequences applicable to your investments in a Fund. More tax information relating to the Funds is also provided in the Statement of Additional Information. This short summary is not intended as a substitute for careful tax planning.

Creations and Redemptions

Shares traded in the secondary market are “created” at NAV by market makers, large investors and institutions only in block-size Creation Units.  The number of Shares per Creation Unit for each Fund is listed below:

Fund
Number of Shares per Creation Unit
Global X Denmark [ ] ETF
50,000
Global X Emerging Africa [ ] ETF
50,000
Global X Finland [ ] ETF
50,000
Global X Norway [ ] ETF
50,000
Global X Pakistan [ ] ETF
50,000
Global X Poland [ ] ETF
50,000
Global X United Arab Emirates [ ] ETF
50,000

Each “creator” enters into an authorized participant agreement with SEI Investments Distribution Co., the Fund’s Distributor, which is subject to acceptance by the transfer agent, and then deposits into the applicable Fund a portfolio of securities closely approximating the holdings of the Fund and/or, depending on the Fund, a specified amount of cash in exchange for a specified number of Creation Units.  Shares can be redeemed only in a specified number of Creation Units, principally in-kind for a portfolio of securities held by the Fund and a specified amount of cash.  Except when aggregated in Creation Units, Shares are not redeemable.  The prices at which creations and redemptions occur are based on the next calculation of NAV after an order is received in a form described in the authorized participant agreement.

 
42

 

Certain countries have instituted capital controls that prohibit the repatriation of capital and free transfers of securities.  Certain countries may also have settlement, clearance and/or registration problems.  In this regard, it is anticipated that the Global X Emerging Africa [ ] ETF, Global X Pakistan [ ] ETF, and Global X United Arab Emirates [ ] ETF will make creations and redemptions substantially (e.g., approximately over 50%) in U.S. dollars and the remainder in-kind.  The Global X Denmark [ ] ETF, Global X Finland [ ] ETF, Global X Norway [ ] ETF, and Global X Poland [ ] ETF will make creations and redemptions in-kind.  The Trust may in its discretion make available purchases and redemptions of Creation Units of Shares in U.S. dollars rather than on an in-kind basis.

The Fund intends to comply with the federal securities laws in accepting securities for deposits and satisfying redemptions with redemption securities, including requiring that the securities accepted for deposits and the securities delivered to satisfy redemption requests are securities that may be sold in transactions that would be exempt from registration under the Securities Act. Further, an Authorized Participant that is not a “qualified institutional buyer,” as such term is defined under Rule 144A of the Securities Act, will not be able to receive Fund securities that are restricted securities eligible for resale under Rule 144A.

Creations and redemptions must be made through a firm that is either a member of the Continuous Net Settlement System of the National Securities Clearing Corporation (“NSCC”) or a DTC participant, and in each case, must have executed an authorized participant agreement with the Distributor with respect to creations and redemptions of Creation Units.  Information about the procedures regarding creation and redemption of Creation Units (including the cutoff times for receipt of creation and redemption orders) is included in the SAI.

Because new Shares may be created and issued on an ongoing basis, at any point during the life of a Fund a “distribution,” as such term is used in the Securities Act, may be occurring.  Broker-dealers and other persons are cautioned that some activities on their part may, depending on the circumstances, result in their being deemed participants in a distribution in a manner that could render them statutory underwriters and subject to the prospectus delivery and liability provisions of the Securities Act.  Nonetheless, any determination of whether one is an underwriter must take into account all the relevant facts and circumstances of each particular case.

Broker-dealers should also note that dealers who are not “underwriters,” but are participating in a distribution (as contrasted to ordinary secondary transactions), and thus dealing with Shares that are part of an “unsold allotment” within the meaning of section 4(3)(C) of the Securities Act, would be unable to take advantage of the prospectus delivery exemption provided by section 4(3) of the Securities Act.  For delivery of prospectuses to exchange members, the prospectus delivery mechanism of Rule 153 under the Securities Act is available only with respect to transactions on a national securities exchange.

TRANSACTION FEES

Each Fund will impose a purchase transaction fee and a redemption transaction fee to offset transfer and other transaction costs associated with the issuance and redemption of Creation Units. Purchasers and redeemers of Creation Units for cash are required to pay a higher fee to compensate for brokerage and market impact expenses and other associated costs. The standard creation and redemption transaction fees for creations and redemptions in kind for the Fund are discussed below. The standard creation transaction fee is charged to each purchaser on the day such purchaser creates a Creation Unit. The fee is a single charge and will be the amount indicated below regardless of the number of Creation Units purchased by an investor on the same day. Similarly, the redemption transaction fee will be the amount indicated regardless of the number of Creation Units redeemed that day. The Adviser may, from time to time, at its own expense, compensate purchasers of Creation Units who have purchased substantial amounts of Creation Units and other financial institutions for administrative or marketing services.

 
43

 

The standard creation and redemption transaction fees for creations and redemptions through DTC for cash (when cash creations and redemptions are available or specified) will also be subject to a higher fee up to the maximum amount shown below under “Maximum Additional Variable Charge for Cash Purchases/Maximum Additional Variable Charge for Cash Redemptions.”  In addition, purchasers of shares in Creation Units are responsible for payment of the costs of transferring the securities to the Fund. Redeemers of shares in Creation Units are responsible for the costs of transferring the securities from the Fund.  Investors who use the services of a broker or other such intermediary may pay fees for such services.

The following table shows the Standard Fee for in-kind and cash purchases and redemptions for each Fund:

Fund
Fee for In-Kind and Cash Purchases and Redemptions
 
Maximum Additional Variable Charge for Cash Purchases*
 
Maximum Additional Variable Charge for Cash Redemptions*
Global X Denmark [ ] ETF
[$    ]
 
[  %]
 
[  %]
Global X Emerging Africa [ ] ETF
[$    ]
 
**
 
***
Global X Finland [ ] ETF
[$    ]
 
[  %]
 
[  %]
Global X Norway [ ] ETF
[$    ]
 
[  %]
 
[  %]
Global X Pakistan [ ] ETF
[$    ]
 
**
 
***
Global X Poland [ ] ETF
[$    ]
 
[  %]
 
[  %]
Global X United Arab Emirates [ ] ETF
[$    ]
 
**
 
***

*
As a percentage of the value of the amount invested
**
The maximum additional variable charge for cash purchases and redemptions will be a percentage of the value of the portfolio securities comprising the Creation Units purchased or redeemed, which will not exceed 3%.
***
The maximum additional variable charge for cash redemptions will be a percentage of the value of the portfolio securities comprising the Creation Units redeemed, which will not exceed 2%.

OTHER INFORMATION

The Funds are not sponsored, endorsed, sold or promoted by the Exchange.  The Exchange makes no representation or warranty, express or implied, to the owners of Shares or any member of the public regarding the advisability of investing in securities generally or in the Funds particularly or the ability of the Funds to achieve their objectives.  The Exchange has no obligation or liability in connection with the administration, marketing or trading of the Funds.

 
44

 

For purposes of the 1940 Act, Shares are issued by a registered investment company and purchases of such Shares by investment companies and companies relying on Section 3(c)(1) or 3(c)(7) of the 1940 Act are subject to the restrictions set forth in Section 12(d)(1) of the 1940 Act, except as permitted by an exemptive order that permits registered investment companies to invest in Shares beyond the limits in Section 12(d)(1)(A), subject to certain terms and conditions, including that the registered investment company and companies relying on Section 3(c)(1) or 3(c)(7) of the 1940 Act enter into an agreement with the Trust regarding the terms of the investment.

The Trust has obtained an SEC order permitting registered investment companies to invest in Shares as described above.  One such condition stated in the order is that registered investment companies relying on the order must enter into a written agreement with the Trust.

INFORMATION REGARDING THE INDEX PROVIDERS

[   ]

FINANCIAL HIGHLIGHTS

The Funds are newly organized and therefore has not yet had any operations as of the date of this Prospectus.

 
45

 

For more information visit our website at or

call 1-888-GXFund-1 (1-888-493-8631)

www.globalxfunds.com



Investment Adviser
Global X Management Company LLC
410 Park Avenue, 4th Floor
New York, NY 10022

Distributor
SEI Investments Distribution Co.
Freedom Valley Drive
Oaks, PA 19456

Custodian and Transfer Agent
Brown Brothers Harriman & Co.
40 Water Street
Boston, MA 02109

Sub-Administrator
SEI Investments Global Trusts Services
Freedom Valley Drive
Oaks, PA 19456

Legal Counsel
Dechert LLP
1775 I Street
Washington, DC 20006-2401

Independent Registered Public
Accounting Firm
Sanville & Company
1514 Old York Road
Abington, PA 19001

 
46

 

A Statement of Additional Information dated [   ] 2009, which contains more details about the Funds, is incorporated by reference in its entirety into this Prospectus, which means that it is legally part of this Prospectus.

You will find additional information about each Fund in its annual and semi-annual reports to shareholders, when available.  The annual report will explain the market conditions and investment strategies affecting each Fund’s performance during its last fiscal year.

You can ask questions or obtain a free copy of each Fund’s shareholder report or the Statement of Additional Information by calling 1-888-GXFund-1 (1-888-493-8631).  Free copies of the Fund’s shareholder report and the Statement of Additional Information are available from our website at www.globalxfunds.com.

Information about each Fund, including its reports and the Statement of Additional Information, has been filed with the SEC.  It can be reviewed and copied at the SEC’s Public Reference Room in Washington, DC or on the EDGAR database on the SEC’s internet site (http://www.sec.gov).  Information on the operation of the SEC’s Public Reference Room may be obtained by calling the SEC at 1-202-551-8090.  You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC’s e-mail address (publicinfo@sec.gov) or by writing the Public Reference section of the SEC, 100 F Street NE, Room 1580, Washington, DC 20549.



PROSPECTUS



Distributor

SEI Investments Distribution Co.
Freedom Valley Drive
Oaks, PA 19456



[   ] 2009



Investment Company Act File No.: 811-22209

15279281.2.BUSINESS

 
47

 

The information in this Statement of Additional Information is not complete and may be changed. The Trust may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Statement of Additional Information is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.


Preliminary Statement of Additional Information dated September 10, 2008

Subject to Completion


Logo 1


Statement of Additional Information



Dated  [  ], 2009

This Statement of Additional Information (“Additional Statement”) is not a prospectus. It should be read in conjunction with the current Prospectus (“Prospectus”) for the following Funds (“Funds”) of Global X Funds (“Trust”) as such Prospectus may be revised or supplemented from time to time:

Global X China Consumer ETF
Global X China Energy ETF
Global X China Financials ETF
Global X China Industrials ETF
Global X China Materials ETF
Global X China Technology ETF
Global X Denmark [ ] ETF
Global X Emerging Africa [ ] ETF
Global X Finland [ ] ETF
Global X Norway [ ] ETF
Global X Pakistan [ ] ETF
Global X Poland [ ] ETF
Global X United Arab Emirates [ ] ETF

The Prospectus for the various Funds is dated  [  ], 2009. Capitalized terms used herein that are not defined have the same meaning as in the Prospectus, unless otherwise noted. A copy of the Prospectus may be obtained without charge by writing to SEI Investments Global Trusts Services, Freedom Valley Drive Oaks, PA 19456, calling 1-888-GXFund-1 (1-888-493-8631) or visiting www.globalxfunds.com.

 
 

 
 
GENERAL DESCRIPTION OF THE TRUST AND ITS FUNDS
1
ADDITIONAL INVESTMENT INFORMATION
1
 
EXCHANGE LISTING AND TRADING
1
 
INVESTMENT OBJECTIVE, STRATEGIES AND RISKS
2
 
INFORMATION CONCERNING THE INDEXES AND THE INDEX PROVIDER
13
 
INVESTMENT RESTRICTIONS
14
 
CONTINUOUS OFFERING
15
 
PORTFOLIO HOLDINGS
16
MANAGEMENT OF THE TRUST
16
 
STANDING BOARD COMMITTEES
18
 
TRUSTEE OWNERSHIP OF FUND SHARES
18
 
TRUSTEE COMPENSATION
18
 
CODE OF ETHICS
19
 
INVESTMENT ADVISER
19
 
PORTFOLIO MANAGERS
20
 
PROXY VOTING
21
 
SUB-ADMINISTRATOR
21
 
DISTRIBUTOR
21
 
DESCRIPTION OF SHARES
22
 
BOOK-ENTRY ONLY SYSTEM
24
PURCHASE AND REDEMPTION OF CREATION UNITS
25
 
CREATION UNIT AGGREGATIONS
25
 
PURCHASE AND ISSUANCE OF CREATION UNIT AGGREGATIONS
26
 
General
26
 
Portfolio Deposit
26
 
Role of the Authorized Participant
27
 
Purchase Order
27
 
Timing of Submission of Purchase Orders
27
 
Acceptance of Purchase Order
27
 
Issuance of a Creation Unit
28
 
Cash Purchase Method
29
 
Purchase Transaction Fee
29

 
i

 
 
 
REDEMPTION OF CREATION UNITS
29
TAXES
32
 
FEDERAL - GENERAL INFORMATION
32
 
BACK-UP WITHHOLDING
34
 
SECTIONS 351 AND 362
34
 
QUALIFIED DIVIDEND INCOME
34
 
CORPORATE DIVIDENDS RECEIVED DEDUCTION
35
 
NET CAPITAL LOSS CARRYFORWARDS
35
 
EXCESS INCLUSION INCOME
35
 
TAXATION OF INCOME FROM CERTAIN FINANCIAL INSTRUMENTS AND PFICS
36
 
 SALES OF SHARES
36
 
OTHER TAXES
36
 
TAXATION OF NON-U.S. SHAREHOLDERS
36
 
REPORTING
36
NET ASSET VALUE
37
DIVIDENDS AND DISTRIBUTIONS
38
 
GENERAL POLICIES
38
 
DIVIDEND REINVESTMENT SERVICE
38
OTHER INFORMATION
38
 
COUNSEL
38
 
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
38
 
ADDITIONAL INFORMATION
38
APPENDIX A
A-1
APPENDIX B
B-1

 
ii

 

GENERAL DESCRIPTION OF THE TRUST AND ITS FUNDS

The Trust currently consists of nineteen investment portfolios. The Trust was formed as a Delaware Statutory Trust on March 6, 2008 and is authorized to have multiple series or portfolios. The Trust is an open-end management investment company, registered under the Investment Company Act of 1940, as amended (“1940 Act”). The offering of the Trust’s shares is registered under the Securities Act of 1933, as amended (“Securities Act”). This Statement of Additional Information relates to the following Funds:

Global X China Consumer ETF
Global X China Energy ETF
Global X China Financials ETF
Global X China Industrials ETF
Global X China Materials ETF
Global X China Technology ETF
Global X Denmark [ ] ETF
Global X Emerging Africa [ ] ETF
Global X Finland [ ] ETF
Global X Norway [ ] ETF
Global X Pakistan [ ] ETF
Global X Poland [ ] ETF
Global X United Arab Emirates [ ] ETF

The investment objective of each Fund is to provide investment results that correspond generally to the price and yield performance, before fees and expenses, of a specified benchmark index (“Underlying Index”). Each Fund is managed by Global X Management Company LLC (“Adviser”).

The Funds offer and issue shares at its net asset value per share (“NAV”) only in aggregations of a specified number of shares (each, a “Creation Unit” or a “Creation Unit Aggregation”), generally in exchange for a basket of equity securities included in its Underlying Index (“Deposit Securities”), together with the deposit of a specified cash payment (“Cash Component”). The shares of the Funds are, or will be, listed and expected to be traded on the NYSE Arca (“Exchange”).

Shares trade in the secondary market and elsewhere at market prices that may be at, above or below NAV. Shares are redeemable only in Creation Unit Aggregations and, generally, in exchange for portfolio securities and a Cash Component. Creation Units typically are a specified number of shares. The number of shares per Creation Unit of each Fund are as follows:

Fund
Number of Shares per Creation Unit
Global X China Consumer ETF
50,000
Global X China Energy ETF
50,000
Global X China Financials ETF
50,000
Global X China Industrials ETF
50,000
Global X China Materials ETF
50,000
Global X China Technology ETF
50,000
Global X Denmark [ ] ETF
50,000
Global X Emerging Africa [ ] ETF
50,000
Global X Finland [ ] ETF
50,000
Global X Norway [ ] ETF
50,000
Global X Pakistan [ ] ETF
50,000
Global X Poland [ ] ETF
50,000
Global X United Arab Emirates [ ] ETF
50,000

The Trust reserves the right to offer a “cash” option for creations and redemptions of shares.  Shares may be issued in advance of receipt of Deposit Securities subject to various conditions including a requirement to maintain on deposit with the Trust cash at least equal to 110% of the market value of the missing Deposit Securities. The required amount of deposit may be changed by the Adviser from time to time. See the Purchase and Redemption of Creation Units section of this Statement of Additional Information for further discussion. In each instance of such cash creations or redemptions, transaction fees may be imposed that will be in addition to the transaction fees associated with in-kind creations or redemptions. In all cases, such conditions and fees will be limited in accordance with the requirements of the Securities and Exchange Commission (“SEC”) applicable to management investment companies offering redeemable securities.

 
1

 

ADDITIONAL INVESTMENT INFORMATION

EXCHANGE LISTING AND TRADING

A discussion of exchange listing and trading matters associated with an investment in each Fund is contained in the Prospectus. The discussion below supplements, and should be read in conjunction with, that section of the Prospectus.

Shares of each Fund are listed for trading on the Exchange and trade throughout the day on the Exchange and other secondary markets. There can be no assurance that the requirements of the Exchange necessary to maintain the listing of shares of any Fund will continue to be met. The Exchange may, but is not required to, remove the shares of a Fund from its listing if (1) following the initial twelve-month period beginning upon the commencement of trading of a Fund, there are fewer than fifty (50) record and/or beneficial holders of the Fund for thirty (30) or more consecutive trading days, (2) the value of the Underlying Index on which the Fund is based is no longer calculated or available, (3) the “indicative optimized portfolio value” (“IOPV”) of a Fund is no longer calculated or available, or (4) any other event shall occur or condition exist that, in the opinion of the Exchange, makes further dealings on the Exchange inadvisable. The Exchange will remove the shares of a Fund from listing and trading upon termination of the Fund.

As in the case of other publicly-traded securities, brokers’ commissions on transactions will be based on negotiated commission rates at customary levels.

In order to provide additional information regarding the indicative value of shares of each Fund, the Exchange disseminates every fifteen seconds, through the facilities of the Consolidated Tape Association, an updated IOPV for each Fund as calculated by an information provider or a market data vendor. The Trust is not involved in or responsible for any aspect of the calculation or dissemination of the IOPVs, and makes no representation or warranty as to the accuracy of the IOPVs.

An IOPV has an equity securities value component and a cash component. The equity securities values included in an IOPV are the values of the Deposit Securities for the applicable Fund. While the IOPV reflects the current market value of the Deposit Securities required to be deposited in connection with the purchase of a Creation Unit Aggregation, it does not necessarily reflect the precise composition of the current portfolio of securities held by the applicable Fund at a particular point in time because the current portfolio of the Fund may include securities that are not a part of the Deposit Securities. Therefore, a Fund’s IOPV disseminated during the Exchange trading hours should not be viewed as a real time update of the Fund’s NAV, which is calculated only once a day.

In addition to the equity component described in the preceding paragraph, the IOPV for each Fund includes a cash component consisting of estimated accrued dividends and other income, less expenses. If applicable, each IOPV also reflects changes in currency exchange rates between the U.S. Dollar and the applicable foreign currency.

The Trust reserves the right to adjust the share prices of Funds in the future to maintain convenient trading ranges for investors. Any adjustments would be accomplished through stock splits or reverse stock splits, which would have no effect on the net assets of the applicable Fund.

INVESTMENT OBJECTIVE, STRATEGIES AND RISKS

Each Fund seeks to achieve its objective by investing primarily in securities issued by companies that comprise the relevant Underlying Index and through transactions that provide substantially similar exposure to securities in the Underlying Index. Each Fund operates as an index fund and will not be actively managed. Adverse performance of a security in a Fund’s portfolio will ordinarily not result in the elimination of the security from the Fund’s portfolio. The Fund will normally invest at least 80% of its total assets in the securities of its Underlying Index and in American Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”) and Euro Depositary Receipts (“EDRs”) (collectively “Depositary Receipts”) based on the securities in its Underlying Index. Each Fund may also invest up to 20% of its assets in certain futures, options and swap contracts, cash and cash equivalents, as well as in stocks not included in its Underlying Index but which the Adviser believes will help the Fund track its Underlying Index.

 
2

 

The Funds will use a replication strategy.  A replication strategy is an indexing strategy that involves investing in the securities of the Underlying Index in approximately the same proportions as in the Underlying Index.  However, the Funds may utilize a representative sampling strategy with respect to its Underlying Index when a replication strategy might be detrimental to its shareholders, such as when there are practical difficulties or substantial costs involved in compiling a portfolio of equity securities to follow its Underlying Index, in certain instances, when a securities in the Underlying Index become temporarily illiquid, unavailable or less liquid, or due to legal restrictions (such as diversification requirements that apply to the Funds but not the Underlying Indexes).  This is particularly important given the limited liquidity and diversification in the emerging and frontier markets represented by these Funds.

Each Fund has adopted a non-fundamental investment policy in accordance with Rule 35d-1 under the 1940 Act to invest, under normal circumstances, at least 80% of the value of its net assets, plus the amount of any borrowings for investment purposes, in securities of the Fund’s Underlying Index and in Depositary Receipts based on securities in the Underlying Index. Each Fund has also adopted a policy to provide its shareholders with at least 60 days’ prior written notice of any change in such policy. If, subsequent to an investment, the 80% requirement is no longer met, a Fund’s future investments will be made in a manner that will bring the Fund into compliance with this policy.

The following supplements the information contained in the Prospectus concerning the investment objectives and policies of the Funds.

DEPOSITARY RECEIPTS. Each Fund will normally invest at least 80% of its total assets in the securities of its Underlying Index and in Depositary Receipts based on the securities in its Underlying Index. ADRs are receipts that are traded in the United States evidencing ownership of the underlying foreign securities and are denominated in U.S. dollars. EDRs and GDRs are receipts issued by a non-U.S. financial institution evidencing ownership of underlying foreign or U.S. securities and usually are denominated in foreign currencies. EDRs and GDRs may not be denominated in the same currency as the securities they represent. Generally, EDRs and GDRs are designed for use in the foreign securities markets.

To the extent a Fund invests in ADRs, such ADRs will be listed on a national securities exchange. To the extent a Fund invests in GDRs or EDRs, such GDRs and EDRs will be listed on a foreign exchange. A Fund will not invest in any unlisted Depositary Receipt or any Depository Receipt for which pricing information is not readily available. Generally, all depositary receipts must be sponsored. The Fund, however, may invest in unsponsored depositary receipts under certain limited circumstances. A non-sponsored depository may not provide the same shareholder information that a sponsored depository is required to provide under its contractual arrangement with the issuer. Therefore, there may be less information available regarding such issuers and there may not be a correlation between such information and the market value of the depositary receipts.

NON-DIVERSIFICATION RISK. Non-diversification risk is the risk that a non-diversified fund may be more susceptible to adverse financial, economic or other developments affecting any single issuer, and more susceptible to greater losses because of these developments. Each Fund is classified as “non-diversified” for purposes of the 1940 Act. A “non-diversified” classification means that the Fund is not limited by the 1940 Act with regard to the percentage of its assets that may be invested in the securities of a single issuer. The securities of a particular issuer may dominate the Underlying Index of such a Fund and, consequently, the Fund’s investment portfolio. Each Fund may also concentrate its investments in a particular industry or group of industries, as noted in the description of the Fund. The securities of issuers in particular industries may dominate the Underlying Index of such a Fund and, consequently, the Fund’s investment portfolio. This may adversely affect its performance or subject the Fund’s shares to greater price volatility than that experienced by less concentrated investment companies. Additionally, each Fund invests substantially all of its assets within the equity markets of a single country outside the U.S.

 
3

 

Each Fund intends to maintain the required level of diversification and otherwise conduct its operations so as to qualify as a “regulated investment company” for purposes of the Internal Revenue Code (the “IRC”), and to relieve the Fund of any liability for federal income tax to the extent that its earnings are distributed to shareholders. Compliance with the diversification requirements of the IRC may limit the investment flexibility of certain Funds and may make it less likely that such Funds will meet their investment objectives.

SHORT-TERM INSTRUMENTS AND TEMPORARY INVESTMENTS. To the extent consistent with its investment policies, each Fund may invest in short-term instruments, including money market instruments, on an ongoing basis to provide liquidity or for other reasons. Money market instruments are generally short-term investments that may include but are not limited to: (i) shares of money market funds; (ii) obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities (including government-sponsored enterprises); (iii) negotiable certificates of deposit (“CDs”), bankers’ acceptances, fixed time deposits, bank notes and other obligations of U.S. and foreign banks (including foreign branches) and similar institutions; (iv) commercial paper rated at the date of purchase “Prime-1” by Moody’s Investors Service, Inc. (“Moody’s”), “A-1” by Standard & Poor’s Rating Service (“S&P”) or, if unrated, of comparable quality as determined by the Adviser; (v) non-convertible corporate debt securities (e.g., bonds and debentures) with remaining maturities at the date of purchase of not more than 397 days and that satisfy the rating requirements set forth in Rule 2a-7 under the 1940 Act; (vi) repurchase agreements; and (vii) short-term U.S. dollar-denominated obligations of foreign banks (including U.S. branches) that, in the opinion of the Adviser, are of comparable quality to obligations of U.S. banks which may be purchased by a Fund. Any of these instruments may be purchased on a current or a forward-settled basis.

Time deposits are non-negotiable deposits maintained in banking institutions for specified periods of time at stated interest rates. Bankers’ acceptances are time drafts drawn on commercial banks by borrowers, usually in connection with international transactions. Commercial paper represents short-term unsecured promissory notes issued in bearer form by banks or bank holding companies, corporations and finance companies. Certificates of deposit are negotiable certificates issued against funds deposited in a commercial bank for a definite period of time and earning a specified return. Bankers’ acceptances are negotiable drafts or bills of exchange, normally drawn by an importer or exporter to pay for specific merchandise, which are “accepted” by a bank, meaning, in effect, that the bank unconditionally agrees to pay the face value of the instrument on maturity. Fixed time deposits are bank obligations payable at a stated maturity date and bearing interest at a fixed rate. Fixed time deposits may be withdrawn on demand by the investor, but may be subject to early withdrawal penalties that vary depending upon market conditions and the remaining maturity of the obligation. There are no contractual restrictions on the right to transfer a beneficial interest in a fixed time deposit to a third party. Bank notes generally rank junior to deposit liabilities of banks and pari passu with other senior, unsecured obligations of the bank. Bank notes are classified as “other borrowings” on a bank’s balance sheet, while deposit notes and certificates of deposit are classified as deposits. Bank notes are not insured by the FDIC or any other insurer.  Congress has temporarily increased FDIC deposit insurance on deposit notes from $100,000 to $250,000 per depositor through December 31, 2009.

Each Fund may invest a portion of its assets in the obligations of foreign banks and foreign branches of domestic banks. Such obligations include Eurodollar Certificates of Deposit (“ECDs”), which are U.S. dollar-denominated certificates of deposit issued by offices of foreign and domestic banks located outside the United States; Eurodollar Time Deposits (“ETDs”), which are U.S. dollar-denominated deposits in a foreign branch of a U.S. bank or a foreign bank; Canadian Time Deposits (“CTDs”), which are essentially the same as ETDs except they are issued by Canadian offices of major Canadian banks; Schedule Bs, which are obligations issued by Canadian branches of foreign or domestic banks; Yankee Certificates of Deposit (“Yankee CDs”), which are U.S. dollar-denominated certificates of deposit issued by a U.S. branch of a foreign bank and held in the United States; and Yankee Bankers’ Acceptances (“Yankee BAs”), which are U.S. dollar-denominated bankers’ acceptances issued by a U.S. branch of a foreign bank and held in the United States.

Commercial paper purchased by the Funds may include asset-backed commercial paper. Asset-backed commercial paper is issued by a special purpose entity that is organized to issue the commercial paper and to purchase trade receivables or other financial assets. The credit quality of asset-backed commercial paper depends primarily on the quality of these assets and the level of any additional credit support.

EQUITY SWAPS, TOTAL RATE OF RETURN SWAPS AND CURRENCY SWAPS. Each Fund may invest up to 20% of its total assets in swap contracts.

 
4

 

A Fund may enter into equity swap contracts to invest in a market without owning or taking physical custody of securities in circumstances in which direct investment is restricted for legal reasons or is otherwise impracticable. These instruments are privately negotiated over-the-counter derivative products. A great deal of flexibility is possible in the way these instruments are structured. The counterparty to an equity swap contract will typically be a bank, investment banking firm or broker/dealer. Equity swap contracts may be structured in different ways. For example, a counterparty may agree to pay a Fund the amount, if any, by which the notional amount of the equity swap contract would have increased in value had it been invested in particular stocks (or an index of stocks), plus the dividends that would have been received on those stocks. In these cases, the Fund may agree to pay to the counterparty the amount, if any, by which that notional amount would have decreased in value had it been invested in the stocks. Therefore, the return to the Fund on any equity swap contract should be the gain or loss on the notional amount plus dividends on the stocks less the interest paid by the Fund on the notional amount. In other cases, the counterparty and the Fund may each agree to pay the other the difference between the relative investment performances that would have been achieved if the notional amount of the equity swap contract had been invested in different stocks (or indices of stocks).

Total rate of return swaps are contracts that obligate a party to pay or receive interest in exchange for the payment by the other party of the total return generated by a security, a basket of securities, an index or an index component. The Funds also may enter into currency swaps, which involve the exchange of the rights of a Fund and another party to make or receive payments in specific currencies. Currency swaps involve the exchange of rights of a Fund and another party to make or receive payments in specific currencies.

Some transactions are entered into on a net basis, i.e., the two payment streams are netted out, with a Fund receiving or paying, as the case may be, only the net amount of the two payments. A Fund will enter into equity swaps only on a net basis. Payments may be made at the conclusion of an equity swap contract or periodically during its term. Equity swaps do not involve the delivery of securities or other underlying assets. Accordingly, the risk of loss with respect to equity swaps is limited to the net amount of payments that such Fund is contractually obligated to make. If the other party to an equity swap, or any other swap entered into on a net basis, defaults, a Fund’s risk of loss consists of the net amount of payments that such Fund is contractually entitled to receive, if any. In contrast, other transactions may involve the payment of the gross amount owed. For example, currency swaps usually involve the delivery of the entire principal amount of one designated currency in exchange for the other designated currency. Therefore, the entire principal value of a currency swap is subject to the risk that the other party to the swap will default on its contractual delivery obligations. To the extent that the amount payable by a Fund under a swap is covered by segregated cash or liquid assets, the Fund and the Adviser believe that transactions do not constitute senior securities under the 1940 Act and, accordingly, will not treat them as being subject to a Fund’s borrowing restrictions.

A Fund will not enter into any swap transactions unless the unsecured commercial paper, senior debt or claims-paying ability of the other party is rated either A, or A-1 or better by S&P, or Fitch Ratings (“Fitch”); or A or Prime-1 or better by Moody’s, or has received a comparable rating from another organization that is recognized as a nationally recognized statistical rating organization (“NRSRO”) or, if unrated by such rating organization, is determined to be of comparable quality by the Adviser. If there is a default by the other party to such a transaction, a Fund will have contractual remedies pursuant to the agreements related to the transaction. Such contractual remedies, however, may be subject to bankruptcy and insolvency laws that may affect such Fund’s rights as a creditor (e.g., a Fund may not receive the net amount of payments that it contractually is entitled to receive). The swap market has grown substantially in recent years with a large number of banks and investment banking firms acting both as principals and as agents utilizing standardized swap documentation. As a result, the swap market has become relatively liquid in comparison with markets for other similar instruments which are traded in the interbank market.

The use of equity, total rate of return and currency swaps is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions.

FOREIGN CURRENCY TRANSACTIONS. To the extent consistent with its investment policies, each Fund may invest in forward foreign currency exchange contracts and foreign currency futures contracts. No Fund, however, expects to engage in currency transactions for speculative purposes or for the purpose of hedging against declines in the value of a Fund’s assets that are denominated in a foreign currency. A Fund may enter into forward foreign currency exchange contracts and foreign currency futures contracts to facilitate local settlements or to protect against currency exposure in connection with its distributions to shareholders.

 
5

 

Foreign currency exchange contracts involve an obligation to purchase or sell a specified currency on a future date at a price set at the time of the contract. Forward currency contracts do not eliminate fluctuations in the values of portfolio securities but rather allow a Fund to establish a rate of exchange for a future point in time. Foreign currency futures contracts involve an obligation to deliver or acquire the specified amount of a specific currency, at a specified price and at a specified future time. Such futures contracts may be settled on a net cash payment basis rather than by the sale and delivery of the underlying currency. A Fund may incur costs in connection with forward foreign currency exchange and futures contracts and conversions of foreign currencies and U.S. dollars.

Liquid assets equal to the amount of a Fund’s assets that could be required to consummate forward contracts will be segregated except to the extent the contracts are otherwise “covered.” The segregated assets will be valued at market or fair value. If the market or fair value of such assets declines, additional liquid assets will be segregated daily so that the value of the segregated assets will equal the amount of such commitments by the Fund. A forward contract to sell a foreign currency is “covered” if a Fund owns the currency (or securities denominated in the currency) underlying the contract, or holds a forward contract (or call option) permitting the Fund to buy the same currency at a price that is (i) no higher than the Fund’s price to sell the currency or (ii) greater than the Fund’s price to sell the currency provided the Fund segregates liquid assets in the amount of the difference. A forward contract to buy a foreign currency is “covered” if a Fund holds a forward contract (or call option) permitting the Fund to sell the same currency at a price that is (i) as high as or higher than the Fund’s price to buy the currency or (ii) lower than the Fund’s price to buy the currency provided the Fund segregates liquid assets in the amount of the difference.

FOREIGN INVESTMENTS - GENERAL. Each Fund invests predominately in foreign securities.  Investment in foreign securities involves special risks. These include market risk, interest rate risk and the risks of investing in securities of foreign issuers and of companies whose securities are principally traded outside the United States on foreign exchanges or foreign over-the-counter markets and in investments denominated in foreign currencies. Market risk involves the possibility that stock prices will decline over short or even extended periods. The stock markets tend to be cyclical, with periods of generally rising prices and periods of generally declining prices. These cycles will affect the value of a Fund to the extent that it invests in foreign stocks. In addition, the performance of investments in securities denominated in a foreign currency will depend on the strength of the foreign currency against the U.S. dollar and the interest rate environment in the country issuing the currency. Absent other events which could otherwise affect the value of a foreign security (such as a change in the political climate or an issuer’s credit quality), appreciation in the value of the foreign currency generally can be expected to increase the value of a foreign currency-denominated security in terms of U.S. dollars. A rise in foreign interest rates or decline in the value of the foreign currency relative to the U.S. dollar generally can be expected to depress the value of a foreign currency-denominated security.

There are other risks and costs involved in investing in foreign securities, which are in addition to the usual risks inherent in domestic investments. Investment in foreign securities involves higher costs than investment in U.S. securities, including higher transaction and custody costs as well as the imposition of additional taxes by foreign governments. Foreign investments also involve risks associated with the level of currency exchange rates, less complete financial information about the issuers, less market liquidity, more market volatility and political instability. Future political and economic developments, the possible imposition of withholding taxes on dividend income, the possible seizure or nationalization of foreign holdings, the possible establishment of exchange controls, or the adoption of other governmental restrictions might adversely affect an investment in foreign securities. Additionally, foreign banks and foreign branches of domestic banks are subject to less stringent reserve requirements, and to different accounting, auditing and recordkeeping requirements. Also, the legal remedies for investors may be more limited than the remedies available in the U.S.

Although a Fund may invest in securities denominated in foreign currencies, its portfolio securities and other assets are valued in U.S. dollars. Currency exchange rates may fluctuate significantly over short periods of time causing, together with other factors, a Fund’s NAV to fluctuate as well. Currency exchange rates can be affected unpredictably by the intervention or the failure to intervene by U.S. or foreign governments or central banks, or by currency controls or political developments in the U.S. or abroad. To the extent that a Fund’s total assets, adjusted to reflect a Fund’s net position after giving effect to currency transactions, are denominated in the currencies of foreign countries, a Fund will be more susceptible to the risk of adverse economic and political developments within those countries.

 
6

 

A Fund also is subject to the possible imposition of exchange control regulations or freezes on the convertibility of currency.  In addition, through the use of forward currency exchange contracts with other instruments, any net currency positions of the Funds may expose them to risks independent of their securities positions.

A Fund will be subject to foreign withholding taxes with respect to certain dividends or interest received from sources in foreign countries.  To the extent such taxes are not offset by credits or deductions allowed to investors under U.S. federal income tax law, they may reduce the net return to the shareholders.

The costs attributable to investing abroad usually are higher than investments in domestic securities for several reasons, such as the higher cost of investment research, higher costs of custody of foreign securities, higher commissions paid on comparable transactions on foreign markets and additional costs arising from delays in settlements of transactions involving foreign securities.

FOREIGN INVESTMENTS – EMERGING MARKETS. Countries with emerging markets are generally located in the Asia and Pacific regions, the Middle East, Eastern Europe, Central America, South America and Africa. To the extent permitted by their investment policies, the Funds may invest their assets in countries with emerging economies or securities markets.

The securities markets of emerging countries are less liquid and subject to greater price volatility, and have a smaller market capitalization, than the U.S. securities markets. In certain countries, there may be fewer publicly traded securities and the market may be dominated by a few issues or sectors. Issuers and securities markets in such countries are not subject to as extensive and frequent accounting, financial and other reporting requirements or as comprehensive government regulations as are issuers and securities markets in the U.S. In particular, the assets and profits appearing on the financial statements of emerging country issuers may not reflect their financial position or results of operations in the same manner as financial statements for U.S. issuers. Substantially less information may be publicly available about emerging country issuers than is available about issuers in the United States.

Emerging country securities markets are typically marked by a high concentration of market capitalization and trading volume in a small number of issuers representing a limited number of industries, as well as a high concentration of ownership of such securities by a limited number of investors. The markets for securities in certain emerging countries are in the earliest stages of their development. Even the markets for relatively widely traded securities in emerging countries may not be able to absorb, without price disruptions, a significant increase in trading volume or trades of a size customarily undertaken by institutional investors in the securities markets of developed countries. The limited size of many of these securities markets can cause prices to be erratic for reasons apart from factors that affect the soundness and competitiveness of the securities issuers. For example, prices may be unduly influenced by traders who control large positions in these markets. Additionally, market making and arbitrage activities are generally less extensive in such markets, which may contribute to increased volatility and reduced liquidity of such markets. The limited liquidity of emerging country securities may also affect a Fund’s ability to accurately value its portfolio securities or to acquire or dispose of securities at the price and time it wishes to do so or in order to meet redemption requests.

Certain emerging market countries may have antiquated legal systems, which may adversely impact the Funds. For example, while the potential liability of a shareholder in a U.S. corporation with respect to acts of the corporation is generally limited to the amount of the shareholder’s investment, the notion of limited liability is less clear in certain emerging market countries. Similarly, the rights of investors in emerging market companies may be more limited than those of shareholders in U.S. corporations.

Transaction costs, including brokerage commissions or dealer mark-ups, in emerging countries may be higher than in developed securities markets. In addition, existing laws and regulations are often inconsistently applied. As legal systems in emerging countries develop, foreign investors may be adversely affected by new or amended laws and regulations. In circumstances where adequate laws exist, it may not be possible to obtain swift and equitable enforcement of the law.

 
7

 

Certain emerging countries may restrict or control foreign investments in their securities markets. These restrictions may limit a Fund’s investment in certain emerging countries and may increase the expenses of the Fund. Certain emerging countries require governmental approval prior to investments by foreign persons or limit investment by foreign persons to only a specified percentage of an issuer’s outstanding securities or a specific class of securities which may have less advantageous terms (including price) than securities of the company available for purchase by nationals. In addition, the repatriation of both investment income and capital from emerging countries may be subject to restrictions which require governmental consents or prohibit repatriation entirely for a period of time. Even where there is no outright restriction on repatriation of capital, the mechanics of repatriation may affect certain aspects of the operation of the Fund. A Fund may be required to establish special custodial or other arrangements before investing in certain emerging countries.

Emerging countries may be subject to a substantially greater degree of economic, political and social instability and disruption than more developed countries. This instability may result from, among other things, the following: (i) authoritarian governments or military involvement in political and economic decision making, including changes or attempted changes in governments through extra-constitutional means; (ii) popular unrest associated with demands for improved political, economic or social conditions; (iii) internal insurgencies; (iv) hostile relations with neighboring countries; (v) ethnic, religious and racial disaffection or conflict; and (vi) the absence of developed legal structures governing foreign private investments and private property. Such economic, political and social instability could disrupt the principal financial markets in which a Fund may invest and adversely affect the value of the Fund’s assets. A Fund’s investments can also be adversely affected by any increase in taxes or by political, economic or diplomatic developments.

The economies of emerging countries may suffer from unfavorable growth of gross domestic product, rates of inflation, capital reinvestment, resources, self-sufficiency and balance of payments. Many emerging countries have experienced in the past, and continue to experience, high rates of inflation. In certain countries inflation has at times accelerated rapidly to hyperinflationary levels, creating a negative interest rate environment and sharply eroding the value of outstanding financial assets in those countries. Other emerging countries, on the other hand, have recently experienced deflationary pressures and are in economic recessions. The economies of many emerging countries are heavily dependent upon international trade and are accordingly affected by protective trade barriers and the economic conditions of their trading partners. In addition, the economies of some emerging countries are vulnerable to weakness in world prices for their commodity exports.

Foreign markets also have different clearance and settlement procedures, and in certain markets there have been times when settlements have been unable to keep pace with the volume of securities transactions, making it difficult to conduct such transactions. Such delays in settlement could result in temporary periods when a portion of the assets of a Fund remain uninvested and no return is earned on such assets. The inability of a Fund to make intended security purchases or sales due to settlement problems could result either in losses to a Fund due to subsequent declines in value of the portfolio securities or, if a Fund has entered into a contract to sell the securities, could result in possible liability to the purchaser.

FUTURES CONTRACTS AND RELATED OPTIONS. To the extent consistent with its investment policies, each Fund may invest up to 20% of its total assets in U.S. or foreign futures contracts and may purchase and sell call and put options on futures contracts. These futures contracts and options will be used to simulate full investment in the respective Underlying Index, to facilitate trading or to reduce transaction costs. Each Fund will only enter into futures contracts and options on futures contracts that are traded on a U.S. or foreign exchange. No Fund will use futures or options for speculative purposes.

The Trust, on behalf of each Fund, has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act, and, therefore, is not subject to registration or regulation as a pool operator under that Act with respect to the Funds. The Funds will engage in transactions in futures contracts and related options only to the extent such transactions are consistent with the requirement of the Internal Revenue Code of 1986, as amended (“Code”) for maintaining its qualifications as regulated investment companies for federal income tax purposes.

Participation in foreign futures and foreign options transactions involves the execution and clearing of trades on or subject to the rules of a foreign board of trade. Neither the National Futures Association (“NFA”) nor any domestic exchange regulates activities of any foreign boards of trade, including the execution, delivery and clearing of transactions, or has the power to compel enforcement of the rules of a foreign board of trade or any applicable foreign law. This is true even if the exchange is formally linked to a domestic market so that a position taken on the market may be liquidated by a transaction on another market. Moreover, such laws or regulations will vary depending on the foreign country in which the foreign futures or foreign options transaction occurs. For these reasons, persons who trade foreign futures or foreign options contracts may not be afforded certain of the protective measures provided by the Commodity Exchange Act, the Commodity Futures Trading Commission’s (“CFTC”) regulations and the rules of the NFA and any domestic exchange, including the right to use reparations proceedings before the CFTC and arbitration proceedings provided them by the NFA or any domestic futures exchange. In particular, a Fund’s investments in foreign futures or foreign options transactions may not be provided the same protections in respect of transactions on United States futures exchanges. In addition, the price of any foreign futures or foreign options contract may be affected by any variance in the foreign exchange rate between the time an order is placed and the time it is liquidated, offset or exercised.

 
8

 

In connection with a Fund’s position in a futures contract or related option, the Fund will segregate liquid assets or will otherwise cover its position in accordance with applicable SEC requirements.

For a further description of futures contracts and related options, see Appendix B to this Additional Statement.

ILLIQUID OR RESTRICTED SECURITIES. To the extent consistent with its investment policies, each Fund may invest up to 15% of its net assets in securities that are illiquid. The Fund may purchase commercial paper issued pursuant to Section 4(2) of the Securities Act of 1933, as amended (“1933 Act”) and securities that are not registered under the 1933 Act but can be sold to “qualified institutional buyers” in accordance with Rule 144A under the 1933 Act. These securities will not be considered illiquid so long as the Adviser determines, under guidelines approved by the Trust’s Board of Trustees that an adequate trading market exists. This practice could increase the level of illiquidity during any period that qualified institutional buyers become uninterested in purchasing these securities.

INVESTMENT COMPANIES. To the extent consistent with its investment policies, each Fund may invest in the securities of other investment companies. Such investments will be limited so that, as determined after a purchase is made, either: (a) not more than 3% of the total outstanding stock of such investment company will be owned by a Fund, the Trust as a whole and its affiliated persons (as defined in the 1940 Act); or (b) (i) not more than 5% of the value of the total assets of a Fund will be invested in the securities of any one investment company, (ii) not more than 10% of the value of its total assets will be invested in the aggregate securities of investment companies as a group and (iii) not more than 3% of the outstanding voting stock of any one investment company will be owned by the Fund.  Investments by the Funds in other investment companies, including exchange-traded funds (“ETFs”), will be subject to the limitations of the 1940 Act except as permitted by SEC orders. The Funds may rely on SEC orders that permit them to invest in certain ETFs beyond the limits contained in the 1940 Act, subject to certain terms and conditions. Generally, these terms and conditions require the Board to approve policies and procedures relating to certain of the Funds’ investments in ETFs. These policies and procedures require, among other things, that (i) the  Adviser conduct the Funds’ investment in ETFs without regard to any consideration received by the Funds or any of its affiliated persons and (ii) the Adviser certify to the Board quarterly that it has not received any consideration in connection with an investment by the Funds in an ETF, or if it has, the amount and purpose of the consideration will be reported to the Board and an equivalent amount of advisory fees shall be waived by the Adviser.

Certain investment companies whose securities are purchased by the Funds may not be obligated to redeem such securities in an amount exceeding 1% of the investment company’s total outstanding securities during any period of less than 30 days. Therefore, such securities that exceed this amount may be illiquid.

If required by the 1940 Act, each Fund expects to vote the shares of other investment companies that are held by it in the same proportion as the vote of all other holders of such securities.

OPTIONS. To the extent consistent with its investment policies, each Fund may invest up to 20% of net assets in put options and buy call options and write covered call and secured put options. Such options may relate to particular securities, foreign and domestic stock indices, financial instruments, foreign currencies or the yield differential between two securities (“yield curve options”) and may or may not be listed on a domestic or foreign securities exchange or issued by the Options Clearing Corporation. A call option for a particular security or currency gives the purchaser of the option the right to buy, and a writer the obligation to sell, the underlying security at the stated exercise price prior to the expiration of the option, regardless of the market price of the security or currency. The premium paid to the writer is in consideration for undertaking the obligation under the option contract. A put option for a particular security or currency gives the purchaser the right to sell the security or currency at the stated exercise price to the expiration date of the option, regardless of the market price of the security or currency. In contrast to an option on a particular security, an option on an index provides the holder with the right to make or receive a cash settlement upon exercise of the option. The amount of this settlement will be equal to the difference between the closing price of the index at the time of exercise and the exercise price of the option expressed in dollars, times a specified multiple.

 
9

 

Options trading is a highly specialized activity, which entails greater than ordinary investment risk. Options on particular securities may be more volatile than the underlying instruments and, therefore, on a percentage basis, an investment in options may be subject to greater fluctuation than an investment in the underlying instruments themselves.

The Funds will write call options only if they are “covered.” In the case of a call option on a security or currency, the option is “covered” if a Fund owns the security or currency underlying the call or has an absolute and immediate right to acquire that security without additional cash consideration (or, if additional cash consideration is required, liquid assets in such amount are segregated) upon conversion or exchange of other securities held by it. For a call option on an index, the option is covered if a Fund maintains with its custodian a portfolio of securities substantially replicating the index, or liquid assets equal to the contract value. A call option also is covered if a Fund holds a call on the same security, currency or index as the call written where the exercise price of the call held is (i) equal to or less than the exercise price of the call written, or (ii) greater than the exercise price of the call written provided the Fund segregates liquid assets in the amount of the difference.

All put options written by a Fund would be covered, which means that such Fund will segregate cash or liquid assets with a value at least equal to the exercise price of the put option or will use the other methods described in the next sentence. A put option also is covered if a Fund holds a put option on the same security or currency as the option written where the exercise price of the option held is (i) equal to or higher than the exercise price of the option written, or (ii) less than the exercise price of the option written provided the Fund segregates liquid assets in the amount of the difference.

With respect to yield curve options, a call (or put) option is covered if a Fund holds another call (or put) option on the spread between the same two securities and segregates liquid assets sufficient to cover the Fund’s net liability under the two options. Therefore, the Fund’s liability for such a covered option generally is limited to the difference between the amount of the Fund’s liability under the option written by the Fund less the value of the option held by the Fund. Yield curve options also may be covered in such other manner as may be in accordance with the requirements of the counterparty with which the option is traded and applicable laws and regulations.

A Fund’s obligation to sell subject to a covered call option written by it, or to purchase a security or currency subject to a secured put option written by it, may be terminated prior to the expiration date of the option by the Fund’s execution of a closing purchase transaction, which is effected by purchasing on an exchange an option of the same series (i.e., same underlying security or currency, exercise price and expiration date) as the option previously written. Such a purchase does not result in the ownership of an option. A closing purchase transaction will ordinarily be effected to realize a profit on an outstanding option, to prevent an underlying instrument from being called, to permit the sale of the underlying security or currency or to permit the writing of a new option containing different terms on such underlying security. The cost of such a liquidation purchase plus transaction costs may be greater than the premium received upon the original option, in which event the Fund will have incurred a loss in the transaction. There is no assurance that a liquid secondary market will exist for any particular option. An option writer, unable to effect a closing purchase transaction, will not be able to sell the underlying security or currency (in the case of a covered call option) or liquidate the segregated assets (in the case of a secured put option) until the option expires or the optioned security or currency is delivered upon exercise with the result that the writer in such circumstances will be subject to the risk of market decline or appreciation in the instrument during such period.

When a Fund purchases an option, the premium paid by it is recorded as an asset of the Fund. When a Fund writes an option, an amount equal to the net premium (the premium less the commission) received by the Fund is included in the liability section of the Fund’s statement of assets and liabilities as a deferred credit. The amount of this asset or deferred credit will be subsequently marked-to-market to reflect the current value of the option purchased or written. The current value of the traded option is the last sale price or, in the absence of a sale, the current bid price. If an option purchased by the Fund expires unexercised, the Fund realizes a loss equal to the premium paid. If a Fund enters into a closing sale transaction on an option purchased by it, the Fund will realize a gain if the premium received by the Fund on the closing transaction is more than the premium paid to purchase the option, or a loss if it is less. If an option written by a Fund expires on the stipulated expiration date or if a Fund enters into a closing purchase transaction, it will realize a gain (or loss if the cost of a closing purchase transaction exceeds the net premium received when the option is sold) and the deferred credit related to such option will be eliminated. If an option written by a Fund is exercised, the proceeds of the sale will be increased by the net premium originally received and the Fund will realize a gain or loss.

 
10

 

There are several risks associated with transactions in certain options. For example, there are significant differences between the securities, currency and options markets that could result in an imperfect correlation between these markets, causing a given transaction not to achieve its objectives. In addition, a liquid secondary market for particular options, whether traded over-the-counter or on an exchange, may be absent for reasons which include the following: there may be insufficient trading interest in certain options; restrictions may be imposed by an exchange on opening transactions or closing transactions or both; trading halts, suspensions or other restrictions may be imposed with respect to particular classes or series of options or underlying securities or currencies; unusual or unforeseen circumstances may interrupt normal operations on an exchange; the facilities of an exchange or the Options Clearing Corporation may not at all times be adequate to handle current trading value; or one or more exchanges could, for economic or other reasons, decide or be compelled at some future date to discontinue the trading of options (or a particular class or series of options), in which event the secondary market on that exchange (or in that class or series of options) would cease to exist, although outstanding options that had been issued by the Options Clearing Corporation as a result of trades on that exchange would continue to be exercisable in accordance with their terms.

REPURCHASE AGREEMENTS. To the extent consistent with its investment policies, each Fund may agree to purchase portfolio securities from financial institutions subject to the seller’s agreement to repurchase them at a mutually agreed upon date and price (“repurchase agreements”). Repurchase agreements are considered to be loans under the 1940 Act. Although the securities subject to a repurchase agreement may bear maturities exceeding one year, settlement for the repurchase agreement will never be more than one year after the Fund’s acquisition of the securities and normally will be within a shorter period of time. Securities subject to repurchase agreements normally are held either by the Trust’s custodian or sub-custodian (if any), or in the Federal Reserve/Treasury Book-Entry System. The seller under a repurchase agreement will be required to maintain the value of the securities subject to the agreement in an amount exceeding the repurchase price (including accrued interest). Default by the seller would, however, expose the Fund to possible loss because of adverse market action or delay in connection with the disposition of the underlying obligations. In addition, in the event of a bankruptcy, a Fund could suffer additional losses if a court determines that the Fund’s interest in the collateral is unenforceable.

REVERSE REPURCHASE AGREEMENTS. To the extent consistent with its investment policies, each Fund may borrow funds by selling portfolio securities to financial institutions such as banks and broker/dealers and agreeing to repurchase them at a mutually specified date and price (“reverse repurchase agreements”). The Funds may use the proceeds of reverse repurchase agreements to purchase other securities either maturing, or under an agreement to resell, on a date simultaneous with or prior to the expiration of the reverse repurchase agreement. Reverse repurchase agreements are considered to be borrowings under the 1940 Act. Reverse repurchase agreements involve the risk that the market value of the securities sold by the Fund may decline below the repurchase price. The Funds will pay interest on amounts obtained pursuant to a reverse repurchase agreement. While reverse repurchase agreements are outstanding, the Funds will segregate liquid assets in an amount at least equal to the market value of the securities, plus accrued interest, subject to the agreement.

SECURITIES LENDING. Collateral for loans of portfolio securities made by a Fund may consist of cash, cash equivalents, securities issued or guaranteed by the U.S. government or its agencies or irrevocable bank letters of credit (or any combination thereof). The borrower of securities will be required to maintain the market value of the collateral at not less than the market value of the loaned securities, and such value will be monitored on a daily basis. When a Fund lends its securities, it continues to receive payments equal to the dividends and interest paid on the securities loaned and simultaneously may earn interest on the investment of the cash collateral. Investing the collateral subjects it to market depreciation or appreciation, and each Fund is responsible for any loss that may result from its investment in borrowed collateral. A Fund will have the right to terminate a loan at any time and recall the loaned securities within the normal and customary settlement time for securities transactions. Although voting rights, or rights to consent, attendant to securities on loan pass to the borrower, such loans may be called so that the securities may be voted by the Fund if a material event affecting the investment is to occur. As with other extensions of credit there are risks of delay in recovering, or even loss of rights in, the collateral should the borrower of the securities fail financially.

 
11

 

TRACKING VARIANCE. As discussed in the Prospectus, the Funds are subject to the risk of tracking variance. Tracking variance may result from share purchases and redemptions, transaction costs, expenses and other factors. Share purchases and redemptions may necessitate the purchase and sale of securities by a Fund and the resulting transaction costs which may be substantial because of the number and the characteristics of the securities held. In addition, transaction costs are incurred because sales of securities received in connection with spin-offs and other corporate reorganizations are made to conform a Fund’s holdings to its investment objective. Tracking variance also may occur due to factors such as the size of a Fund, the maintenance of a cash reserve pending investment or to meet expected redemptions, changes made in the Fund’s designated index or the manner in which the index is calculated or because the indexing and investment approach of the Adviser does not produce the intended goal of the Fund. Tracking variance is monitored by the Adviser at least quarterly. In the event the performance of a Fund is not comparable to the performance of its designated index, the Board of Trustees will evaluate the reasons for the deviation and the availability of corrective measures.

WARRANTS. To the extent consistent with its investment policies, each Fund may purchase warrants and similar rights, which are privileges issued by corporations enabling the owners to subscribe to and purchase a specified number of shares of the corporation at a specified price during a specified period of time. The prices of warrants do not necessarily correlate with the prices of the underlying shares. The purchase of warrants involves the risk that a Fund could lose the purchase value of a warrant if the right to subscribe to additional shares is not exercised prior to the warrant’s expiration. Also, the purchase of warrants involves the risk that the effective price paid for the warrant added to the subscription price of the related security may exceed the value of the subscribed security’s market price such as when there is no movement in the level of the underlying security.

GOVERNMENT INTERVENTION IN FINANCIAL MARKETS. Recent instability in the financial markets has led the U.S. Government to take a number of unprecedented actions designed to support certain financial institutions and segments of the financial markets that have experienced extreme volatility, and in some cases a lack of liquidity. Federal, state, and other governments, their regulatory agencies, or self regulatory organizations may take actions that affect the regulation of the instruments in which the Fund invests, or the issuers of such instruments, in ways that are unforeseeable. Legislation or regulation may also change the way in which the Fund itself is regulated. Such legislation or regulation could limit or preclude the Fund’s ability to achieve its investment objective.

Governments or their agencies may also acquire distressed assets from financial institutions and acquire ownership interests in those institutions. The implications of government ownership and disposition of these assets are unclear, and such a program may have positive or negative effects on the liquidity, valuation and performance of the Fund’s portfolio holdings. Furthermore, volatile financial markets can expose the Fund to greater market and liquidity risk and potential difficulty in valuing portfolio instruments held by the Fund. The Fund has established procedures to assess the liquidity of portfolio holdings and to value instruments for which market prices may not be readily available. The Adviser will monitor developments and seek to manage the Fund in a manner consistent with achieving the Fund’s investment objective, but there can be no assurance that it will be successful in doing so.

NEW FUND RISKS.  The Funds are new funds, with no operating history, which may result in additional risk. There can be no assurance that the Funds will grow to or maintain an economically viable size, in which case the Board of Trustees may determine to liquidate the Funds. While shareholder interests will be the paramount consideration, the timing of any liquidation may not be favorable to certain individual shareholders.
 
 
12

 
   
INFORMATION CONCERNING THE INDEXES AND THE INDEX PROVIDER
   
[   ] China Consumer Index

[   ]

 [   ] China Energy Index

[   ]

[   ] China Financials Index

[   ]

[   ] China Industrials Index

[   ]

[   ] China Materials Index

[   ]

[   ] China Technology Index

[   ]

[   ] Denmark Index

[   ]

[   ] Africa Index

[   ]

[   ] Finland Index

[   ]

[   ] Norway Index

[   ]

[   ] Index

[   ]

 
13

 

[   ] Poland Index

[   ]

[   ] United Arab Emirates Index

[   ]

INVESTMENT RESTRICTIONS

Each Fund is subject to the investment policies enumerated in this section, which may be changed with respect to a particular Fund only by a vote of the holders of a majority of such Fund’s outstanding shares.

The Funds:

 
1.
May not issue any senior security, except as permitted under the 1940 Act, and as interpreted or modified by regulatory authority having jurisdiction, from time to time;

 
2.
May not borrow money, except as permitted under the 1940 Act, and as interpreted or modified by regulatory authority having jurisdiction, from time to time;

 
3.
May not act as an underwriter of securities within the meaning of the 1933 Act, except as permitted under the 1933 Act, and as interpreted or modified by regulatory authority having jurisdiction, from time to time. Among other things, to the extent that a Fund may be deemed to be an underwriter within the meaning of the 1933 Act, this would permit a Fund to act as an underwriter of securities in connection with the purchase and sale of its portfolio securities in the ordinary course of pursuing its investment objective, investment policies and investment program;

 
4.
May not purchase or sell real estate or any interests therein, except as permitted under the 1940 Act, and as interpreted or modified by regulatory authority having jurisdiction, from time to time. Notwithstanding this limitation, a Fund may, among other things: (i) acquire or lease office space for its own use; (ii) invest in securities of issuers that invest in real estate or interests therein; (iii) invest in mortgage-related securities and other securities that are secured by real estate or interests therein; or (iv) hold and sell real estate acquired by a Fund as a result of the ownership of securities;

 
5.
May not purchase physical commodities or contracts relating to physical commodities, except as permitted under the 1940 Act, and as interpreted or modified by regulatory authority having jurisdiction, from time to time;

 
6.
May not make loans, except as permitted under the 1940 Act, and as interpreted or modified by regulatory authority having jurisdiction, from time to time;

 
7.
May not “concentrate” its investments in a particular industry or group of industries:  (I) except that a Fund will concentrate to approximately the same extent that its Underlying Index concentrates in the securities of such particular industry or group of industries; and (II) except as permitted under the 1940 Act, and as interpreted or modified by regulatory authority having jurisdiction from time to time, provided that, without limiting the generality of the foregoing: (a) this limitation will not apply to a Fund’s investments in: (i) securities of other investment companies; (ii) securities issued or guaranteed as to principal and/or interest by the U.S. government, its agencies or  instrumentalities; (iii) repurchase agreements (collateralized by the instruments described in clause (ii)) or (iv) securities of state or municipal governments and their political subdivisions are not considered to be issued by Members of any industry; (b) wholly-owned finance companies will be considered to be in the industries of their parents if their activities are primarily related to the financing activities of the parents; and (c) utilities will be divided according to their services, for example, gas, gas transmission, electric and gas, electric and telephone will each be considered a separate industry.

 
14

 

Notwithstanding these fundamental investment restrictions, each Fund may purchase securities of other investment companies to the full extent permitted under Section 12 or any other provision of the 1940 Act (or any successor provision thereto) or under any regulation or order of the SEC.

If a percentage limitation is satisfied at the time of investment, a later increase or decrease in such percentage resulting from a change in the value of a Fund’s investments will not constitute a violation of such limitation, except that any borrowing by a Fund that exceeds the fundamental investment limitations stated above must be reduced to meet such limitations within the period required by the 1940 Act (currently three days). In addition, if a Fund’s holdings of illiquid securities exceed 15% of net assets because of changes in the value of the Fund’s investments, the Fund will take action to reduce its holdings of illiquid securities within a time frame deemed to be in the best interest of the Fund. Otherwise, a Fund may continue to hold a security even though it causes the Fund to exceed a percentage limitation because of fluctuation in the value of the Fund’s assets.

Any Investment Restriction which involves a maximum percentage (other than the restriction set forth above in Investment Restriction No. 2) will not be considered violated unless an excess over the percentage occurs immediately after, and is caused by, an acquisition or encumbrance of securities or assets of a Fund. The 1940 Act requires that if the asset coverage for borrowings at any time falls below the limits described in Investment Restriction No. 2, a Fund will, within three days thereafter (not including Sundays and holidays), reduce the amount of its borrowings to an extent that the net asset coverage of such borrowings shall conform to such limits.

CONTINUOUS OFFERING

The method by which Creation Unit Aggregations of shares are created and traded may raise certain issues under applicable securities laws. Because new Creation Unit Aggregations of shares are issued and sold by the Funds on an ongoing basis, at any point a “distribution,” as such term is used in the Securities Act, may occur. Broker-dealers and other persons are cautioned that some activities on their part may, depending on the circumstances, result in their being deemed participants in a distribution in a manner which could render them statutory underwriters and subject them to the prospectus delivery requirement and liability provisions of the Securities Act.

For example, a broker-dealer firm or its client may be deemed a statutory underwriter if it takes Creation Unit Aggregations after placing an order with the Distributor, breaks them down into constituent shares, and sells such shares directly to customers, or if it chooses to couple the creation of a supply of new shares with an active selling effort involving solicitation of secondary market demand for shares. A determination of whether one is an underwriter for purposes of the Securities Act must take into account all the facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular case, and the examples mentioned above should not be considered a complete description of all the activities that could lead to a categorization as an underwriter. Broker-dealer firms should also note that dealers who are not “underwriters” but are effecting transactions in shares, whether or not participating in the distribution of shares, generally are required to deliver a prospectus. This is because the prospectus delivery exemption in Section 4(3) of the Securities Act is not available in respect of such transactions as a result of Section 24(d) of the 1940 Act. Firms that incur a prospectus delivery obligation with respect to shares of the Funds are reminded that, pursuant to Rule 153 under the Securities Act, a prospectus delivery obligation under Section 5(b)(2) of the Securities Act owed to an exchange member in connection with a sale on the Exchange is satisfied by the fact that the prospectus is available at the Exchange upon request. The prospectus delivery mechanism provided in Rule 153 is only available with respect to transactions on an exchange.
 
 
15

 
   
PORTFOLIO HOLDINGS
   
Policy On Disclosure Of Portfolio Holdings
   
The Board of Trustees of the Trust has adopted a policy on disclosure of portfolio holdings, which it believes is in the best interest of the Funds’ shareholders. The policy provides that neither the Funds nor the Adviser, Distributor or any agent, or any employee thereof (“Fund Representative”) will disclose a Fund’s portfolio holdings information to any person other than in accordance with the policy. For purposes of the policy, “portfolio holdings information” means a Fund’s actual portfolio holdings, as well as non-public information about its trading strategies or pending transactions including the portfolio holdings, trading strategies or pending transactions of any commingled fund portfolio which contains identical holdings as the Fund. Under the policy, neither a Fund nor any Fund Representative may solicit or accept any compensation or other consideration in connection with the disclosure of portfolio holdings information. A Fund Representative may provide portfolio holdings information to third parties if such information has been included in the Fund’s public filings with the SEC or is disclosed on the Fund’s publicly accessible Website. Under the policy, each business day portfolio holdings information will be provided to the Transfer Agent or other agent for dissemination through the facilities of the National Securities Clearing Corporation (“NSCC”) and/or other fee based subscription services to NSCC members and/or subscribers to those other fee based subscription services, including Authorized Participants, (defined below) and to entities that publish and/or analyze such information in connection with the process of purchasing or redeeming Creation Units or trading shares of Funds in the secondary market. Information with respect to each Fund’s portfolio holdings is also disseminated daily on the Funds’ website. The Distributor may also make available portfolio holdings information to other institutional market participants and entities that provide information services. This information typically reflects each Fund’s anticipated holdings on the following business day. “Authorized Participants” are generally large institutional investors that have been authorized by the Distributor to purchase and redeem large blocks of shares (known as Creation Units) pursuant to legal requirements, including the exemptive order granted by the SEC, to which the Funds offer and redeem shares (“Global X Order”). Other than portfolio holdings information made available in connection with the creation/redemption process, as discussed above, portfolio holdings information that is not filed with the SEC or posted on the publicly available Website may be provided to third parties only in limited circumstances. Third-party recipients will be required to keep all portfolio holdings information confidential and prohibited from trading on the information they receive. Disclosure to such third parties must be approved in advance by the Trust’s Chief Compliance Officer (“CCO”). Disclosure to providers of auditing, custody, proxy voting and other similar services for the Funds, as well as rating and ranking organizations, will generally be permitted; however, information may be disclosed to other third parties (including, without limitation, individuals, institutional investors, and Authorized Participants that sell shares of a Fund) only upon approval by the CCO, who must first determine that the Fund has a legitimate business purpose for doing so. In general, each recipient of non-public portfolio holdings information must sign a confidentiality and non-trading agreement, although this requirement will not apply when the recipient is otherwise subject to a duty of confidentiality as determined by the CCO. In accordance with the policy, the recipients who may receive non-public portfolio holdings information are as follows: the Adviser and its affiliates, the Fund’s independent registered public accounting firm, the Funds’ distributor, administrator and custodian, the Funds’ legal counsel, the Funds’ financial printer and the Funds’ proxy voting service. These entities are obligated to keep such information confidential. Third-party providers of custodial or accounting services to a Fund may release non-public portfolio holdings information of the Fund only with the permission of Fund Representatives. From time to time, portfolio holdings information may be provided to broker-dealers solely in connection with a Fund seeking portfolio securities trading suggestions. In providing this information reasonable precautions, including limitations on the scope of the portfolio holdings information disclosed, are taken in an effort to avoid any potential misuse of the disclosed information. Portfolio holdings will be disclosed through required filings with the SEC. Each Fund files its portfolio holdings with the SEC for each fiscal quarter on Form N-CSR (with respect to each annual period and semiannual period) and Form N-Q (with respect to the first and third quarters of the Fund’s fiscal year). Shareholders may obtain a Fund’s Forms N-CSR and N-Q filings on the SEC’s Website at sec.gov. In addition, the Funds’ Forms N-CSR and N-Q filings may be reviewed and copied at the SEC’s public reference room in Washington, DC. You may call the SEC at 1-800-SEC-0330 for information about the SEC’s Website or the operation of the public reference room.

Under the policy, the Board is to receive information, on a quarterly basis, regarding any other disclosures of non-public portfolio holdings information that were permitted during the preceding quarter.

MANAGEMENT OF THE TRUST

BOARD OF TRUSTEES AND OFFICERS

As a Delaware trust, the business and affairs of the Trust are managed by its officers under the direction of its Board of Trustees. The Trustees set broad policies for the Trust and may appoint officers. The Board of Trustees oversees the performance of the Adviser and the Trust’s other service providers. Each Trustee serves until his or her successor is duly elected or appointed and qualified.

One of the Trustees of the Trust is an officer and employee of the Adviser.  This Trustee is an “Interested Person” (as defined under Section 2(a)(19) of the 1940 Act) of the Trust (“Interested Trustee”). The Trust’s other Trustees are not Interested Persons of the Trust (“Independent Trustees”).

 
16

 

The name, year of birth, address, principal occupations during the past five years with respect to each of the Trustees and officers of the Trust is set forth below, along with any other public directorships held by the Trustees.

Name, Address
(Year of Birth)
Position(s) Held with Funds
Principal Occupation(s) During the Past 5 Years
Other Directorships Held by Trustees
Independent Trustees
Sanjay Ram Bharwani
410 Park Avenue, 4th floor
New York, New York 10022
(1974)
Director (since 2008)
President of Risk Advisors Inc. (since 2007); Chief Information Officer, M. Safra & Co (2004-2006); President, Atze Consulting Inc. (2002-2004)
None.
Scott R. Chichester1
410 Park Avenue, 4th floor
New York, New York 10022
(1970)
Director (since 2008)
Founder and President, DirectPay USA LLC (since 2006); Chief Financial Officer, Ong Corporation (2002-2008).
None.
Kartik Kiran Shah
410 Park Avenue, 4th floor
New York, New York 10022
(1977)
Director (since 2008)
Senior Product Manager, Wireless Generation (since 2008); Manager, Amgen (2003-2006)
None.
Interested Trustee / Officers
Bruno del Ama
410 Park Avenue, 4th floor
New York, New York 10022
(1976)
Director (since 2008), President and Chief Executive Officer (since 2008)
Chief Executive Officer, Global X Management Company LLC (since 2008); Head of Global Structured Products Operations at Radian Asset Assurance (2004-2008); Senior Manager at Oliver Wyman (1998-2004).
None.
Jose C. Gonzalez
410 Park Avenue, 4th floor
New York, New York 10022
(1976)
Chief Operating Officer, Chief Compliance Officer and Chief Financial Officer (since 2008)
Founder and President of GWM Group, Inc. (since 2006); Financial Advisor, BroadStreet Securities, Inc. (2004-2006); Financial Advisor, Lloyd, Scott, & Valenti, Ltd. (2002-2004).
None
 
_________________________
 

 
17

 
 
Joseph Gallo
410 Park Avenue, 4th floor
New York, New York 10022
(1973)
Assistant Secretary (since 2008)
Attorney at SEI Investments (2007 – present); Officer of various investment companies administered by Administrator (2007 – present); Associate Counsel at ICMA-RC (2004-2007); Asst. Secretary of the VantageTrust Company (2007); Assistant Secretary of the Vantagepoint Funds (2006-2007).
None
Stephen Panner
410 Park Avenue, 4th floor
New York, New York 10022
(1970)
Assistant Treasurer (since 2008)
Fund Accounting Director of the Administrator, 2005-present. Controller and Chief Financial Officer for various investment companies administered by Administrator 2005-present. Fund Administration Manager, Old Mutual Fund Services, 2000-2005, Chief Financial Officer, Controller and Treasurer, PBHG Funds and PBHG Insurance Series Fund, 2004-2005. Assistant Treasurer, PBHG Funds and PBHG Insurance Series Fund, 2000-2004. Assistant Treasurer, Old Mutual Fund Advisors Fund, 2004-2005.
None

STANDING BOARD COMMITTEES

The Board of Trustees currently has two standing committees: an Audit Committee and Corporate Governance, Nomination and Compensation Committee.  Currently, each Independent Trustee serves on each of those committees.

The purposes of the Audit Committee are to assist the Board of Trustees in (1) its oversight of the Trust’s accounting and financial reporting principles and policies and related controls and procedures maintained by or on behalf of the Trust; (2) its oversight of the Trust’s financial statements and the independent audit thereof; (3) selecting, evaluating and, where deemed appropriate, replacing the independent accountants (or nominating the independent accountants to be proposed for shareholder approval in any proxy statement); and (4) evaluating the independence of the independent accountants.

The purposes of the Corporate Governance, Nomination and Compensation Committee are, among other things, to assist the Board of Trustees in (1) its assessment of the adequacy of the Board’s adherence to industry corporate governance best practices; (2) periodic evaluation of the operation of the Trust  and meetings with management of the Trust concerning the Trust’s operations and the policies and procedures application to the Fund; (3) review, consideration and recommendation to the full Board regarding Independent Trustee compensation; (4) its identification and evaluation of potential candidates to fill a vacancy on the Board; and (5) selection from among potential candidates of a nominee to be presented to the full Board for its consideration.

TRUSTEE OWNERSHIP OF FUND SHARES

As of the date of this SAI, the Trustees and officers of the Trust own no Shares. The Adviser currently does not sponsor and the Trustees oversee no other registered investment companies.

 
18

 

TRUSTEE COMPENSATION

The Interested Trustee is not compensated by the Trust.  The Trust pays each Independent Trustee $1,000 per Board of Trustee meeting attended. All Trustees are reimbursed for their travel expenses and other reasonable out-of-pocket expenses incurred in connection with attending Board meetings (these other expenses are subject to Board review to ensure that they are not excessive).  The Trust does not accrue pension or retirement benefits as part of the Fund’s expenses, and Trustees are not entitled to benefits upon retirement from the Board of Trustees. The Trust’s officers receive no compensation directly from the Trust.

The estimated compensation shown in this chart is for the period beginning on September 1, 2008, through December 31, 2009. This compensation is estimated only, based on current compensation levels. There is no assurance that this estimate is reliable and actual compensation may be higher or lower than that reflected above.

Name of Independent Trustee
 
Aggregate Compensation from Trust
 
Pension or Retirement Benefits Accrued as Part of Trust Expenses
 
Total Compensation from Trust
             
Sanjay Ram Bharwani
 
$6,000
 
0
 
$6,000
Scott R. Chichester
 
$6,000
 
0
 
$6,000
Kartik Kiran Shah
 
$6,000
 
0
 
$6,000


CODE OF ETHICS

The Trust, the Adviser, and the Distributor each have adopted a code of ethics, as required by applicable law, which is designed to prevent affiliated persons of the Trust, the Adviser, and the Distributor from engaging in deceptive, manipulative or fraudulent activities in connection with securities held or to be acquired by the Funds (which may also be held by persons subject to a code of ethics). There can be no assurance that the codes of ethics will be effective in preventing such activities.  The codes permit personnel subject to them to invest in securities, including securities that may be held or purchased by the Funds.  The codes are on file with the SEC and are available to the public.

INVESTMENT ADVISER

The Adviser oversees the performance of the Fund and arranges for transfer agency, custody and all other services necessary for the Fund to operate, and exercises day-to-day oversight over the Funds’ service providers. The Adviser is responsible for overseeing the management of the investment portfolio of each Fund. These services are provided under the terms of an Investment Advisory Agreement between the Trust and the Adviser. The Adviser is a registered investment adviser and is located at 410 Park Avenue, 4h Floor New York, NY 10022.  The Adviser was organized in Delaware on March 28, 2008 as a limited liability company.  The Adviser has no prior experience managing an investment company.  The ability of the Adviser to successfully implement the Fund's investment strategies will influence the Fund's performance significantly.

Each Fund pays for the investment advisory and supervisory and administrative services it requires under what is essentially an all-in fee structure.  The Adviser provides or procures supervisory and administrative services for the Funds and also bears the costs of various third-party services required by the Funds, including audit, custodial, portfolio accounting, legal, transfer agency and printing costs.  Each Fund does bear other expenses which are not covered under the supervisory and administrative fee which may vary and affect the total level of expenses paid by each Fund, such as custody fees, taxes and governmental fees, brokerage fees, commissions and other transaction expenses, costs of borrowing money, including interest expenses and extraordinary expenses (such as litigation and indemnification expenses).

For its investment advisory, supervisory and administrative services, each Fund will pay monthly a fee to the Adviser at annual rates set forth in the table below (stated as a percentage of each Fund’s respective average daily net assets).

 
19

 
 
Fund
Management Fee
Global X China Consumer ETF
[   %]
Global X China Energy ETF
[   %]
Global X China Financials ETF
[   %]
Global X China Industrials ETF
[   %]
Global X China Materials ETF
[   %]
Global X China Technology ETF
[   %]
Global X Denmark [ ] ETF
[   %]
Global X Emerging Africa [ ] ETF
[   %]
Global X Finland [ ] ETF
[   %]
Global X Norway [ ] ETF
[   %]
Global X Pakistan [ ] ETF
[   %]
Global X Poland [ ] ETF
[   %]
Global X United Arab Emirates [ ] ETF
[   %]


The Adviser and its affiliates deal, trade and invest for their own accounts in the types of securities in which a Fund also may invest.  The Adviser does not use inside information in making investment decisions on behalf of the Funds.

The Investment Advisory Agreement remains in effect for two (2) years from its effective date and thereafter continues in effect for as long as its continuance is specifically approved at least annually, by (1) the Board of Trustees of the Trust, or by the vote of a majority (as defined in the 1940 Act) of the outstanding shares of the Fund, and (ii) by the vote of a majority of the Trustees of the Trust who are not parties to the Investment Advisory Agreement or interested persons of the Adviser, cast in person at a meeting called for the purpose of voting on such approval. The Investment Advisory Agreement provides that it may be terminated at any time without the payment of any penalty, by the Board of Trustees of the Trust or by vote of a majority of the Funds’ shareholders, on 60 calendar days written notice to the Adviser, and by the Adviser on the same notice to the Trust and that it shall be automatically terminated if it is assigned.

The Investment Advisory Agreement provides that the Adviser shall not be liable to the Funds or its shareholders for anything other than willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations or duties. The Investment Advisory Agreement also provides that the Adviser may engage in other businesses, devote time and attention to any other business whether of a similar or dissimilar nature, and render investment advisory services to others.  Each Fund is newly organized and as of the date of this SAI has not yet incurred any management fees under the Investment Advisory Agreement.

PORTFOLIO MANAGERS

Bruno del Ama and Jose Gonzalez, are primarily responsible for the day-to-day management of the Fund’s investments.

Portfolio Manager’s Compensation

The Adviser believes that its compensation program is competitively positioned to attract and retain high-caliber investment professionals.  Portfolio managers receive a salary and are eligible to receive an annual bonus. The portfolio manager’s salary compensation is designed to be competitive with the marketplace and reflect the portfolio manager’s relative experience and contribution to the Funds. Base salary compensation is reviewed and adjusted annually to reflect increases in the cost of living and market rates.  The annual incentive bonus opportunity provides cash bonuses based upon each Fund’s performance and individual contributions.

Other Accounts Managed by Portfolio Manager

It is anticipated that the portfolio manager will be responsible for multiple investment accounts, including other investment companies registered under the 1940 Act.  As a general matter, certain conflicts of interest may arise in connection with the portfolio manager’s management of a Fund’s investments, on the one hand, and the investments of other accounts for which the portfolio manager is responsible, on the other.  For example, it is possible that the various accounts managed could have different investment strategies that, at times, might conflict with one another to the possible detriment of a Fund.  Alternatively, to the extent that the same investment opportunities might be desirable for more than one account, possible conflicts could arise in determining how to allocate them.  Other potential conflicts might include conflicts created by specific portfolio manager compensation arrangements and conflicts relating to selection of brokers or dealers to execute a Fund’s trades.  The Adviser has structured the portfolio manager’s compensation in a manner, and the Funds and the Adviser have adopted policies, procedures and a code of ethics, reasonably designed to safeguard the Funds from being negatively affected as a result of any such conflicts that may arise.

 
20

 

Disclosure of Securities Ownership

As of the date of this Statement of Additional Information, no shares of the Funds were outstanding and the Fund’s portfolio managers did not beneficially own any shares of the Funds.

PROXY VOTING

The Funds have delegated proxy voting responsibilities to the Adviser, subject to the Boards of Trustees’ oversight. In delegating proxy responsibilities, the Board has directed that proxies be voted consistent with the Funds’ and its shareholders' best interests and in compliance with all applicable proxy voting rules and regulations. The Adviser has adopted its own proxy voting policies and guidelines for this purpose ("Proxy Voting Procedures"). The Proxy Voting Procedures address, among other things, material conflicts of interest that may arise between the interests of the Funds and the interests of the Adviser.

Information on how the Funds voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available (1) without charge, upon request, by calling 1-888-843-7824 and (2) on the SEC’s website at www.sec.gov.

SUB-ADMINISTRATOR

SEI Investments Global Trusts Services, located at Freedom Valley Drive Oaks, PA 19456, serves as Sub-Administrator to the Funds. As sub-administrator, SEI Investments Global Trusts Services provides the Funds with all required general administrative services, including, without limitation, office space, equipment, and personnel; clerical and general back office services; bookkeeping, internal accounting and secretarial services; the calculation of NAV; and the preparation and filing of all reports, registration statements, proxy statements and all other materials required to be filed or furnished by the Funds under federal and state securities laws. As compensation for these services, the sub-Administrator receives certain out-of-pocket costs, transaction fees and asset-based fees which are accrued daily and paid monthly by the Adviser from its fees.

DISTRIBUTOR

The Trust has entered into a Distribution Agreement under which SEI Investments Distribution Co. (“SEI”), with principal offices at Freedom Valley Drive Oaks, PA 19456, as agent, receives orders to create and redeem shares in Creation Unit Aggregations and transmits such orders to the Trust’s Custodian and Transfer Agent.  The Distributor has no obligation to sell any specific quantity of Fund shares. SEI bears the following costs and expenses relating to the distribution of shares: (i) the costs of processing and maintaining records of creations of Creation Units; (ii) all costs of maintaining the records required of a registered broker/dealer; (iii) the expenses of maintaining its registration or qualification as a dealer or broker under federal or state laws; (iv) filing fees; and (v) all other expenses incurred in connection with the distribution services as contemplated in the Distribution Agreement. No compensation is payable by the Trust to SEI for such distribution services. The Distribution Agreement provides that the Trust will indemnify SEI against certain liabilities relating to untrue statements or omissions of material fact except those resulting from the reliance on information furnished to the Trust by SEI, or those resulting from the willful misfeasance, bad faith or gross negligence of SEI, or SEI’s reckless disregard of its duties and obligations under the Distribution Agreement. The Distributor, its affiliates and officers have no role in determining the investment policies or which securities are to be purchased or sold by the Trust or the Funds. The Distributor is not affiliated with the Trust, the Adviser or any stock exchange.

 
21

 

Additionally, the Adviser or its affiliates may, from time to time, and from its own resources, pay, defray or absorb costs relating to distribution, including payments out of its own resources to the Distributor or to otherwise promote the sale of shares.

CUSTODIAN AND TRANSFER AGENT

Brown Brothers Harriman & Co., located at 40 Water Street, Boston, MA 02109, serves as Custodian of Funds’ assets.  The custodian relationship is managed through SEI Investments Global Trusts Services.  As Custodian, Brown Brothers Harriman & Co. has agreed to (1) make receipts and disbursements of money on behalf of each Fund, (2) collect and receive all income and other payments and distributions on account of each Fund’s portfolio investments, (3) respond to correspondence from shareholders, security brokers and others relating to its duties; and (4) make periodic reports to the Funds concerning the Fund’s operations. Brown Brothers Harriman & Co. does not exercise any supervisory function over the purchase and sale of securities. As compensation for these services, the Custodian receives certain out-of-pocket costs, transaction fees and asset-based fees which are accrued daily and paid monthly by the Adviser from its fees.

As Transfer Agent, Brown Brothers Harriman & Co. has agreed to (1) issue and redeem shares of the Fund, (2) make dividend and other distributions to shareholders of each Fund, (3) respond to correspondence by Funds shareholders and others relating to its duties; (4) maintain shareholder accounts, and (5) make periodic reports to the Funds. As compensation for these services, the Transfer Agent receives certain out-of-pocket costs, transaction fees and asset-based fees which are accrued daily and paid monthly by the Adviser from its fees.

DESCRIPTION OF SHARES

The Declaration of Trust of the Trust (“Declaration”) permits the Trust’s Board of Trustees to issue an unlimited number of full and fractional shares of beneficial interest of one or more separate series representing interests in one or more investment portfolios. The Trustees or Trust may create additional series and each series may be divided into classes.

Under the terms of the Declaration, each share of the Fund has a par value of $0.0001, which represents a proportionate interest in the particular Fund with each other share of its class in the same Fund and is entitled to such dividends and distributions out of the income belonging to the Fund as are authorized by the Trustees and declared by the Trust. Upon any liquidation of a Fund, shareholders of each class of a Fund are entitled to share pro rata in the net assets belonging to that class available for distribution. Shares do not have any preemptive or conversion rights. The right of redemption is described in the Prospectus. In addition, pursuant to the terms of the 1940 Act, the right of a shareholder to redeem shares and the date of payment by the Fund may be suspended for more than seven days (i) for any period during which the New York Stock Exchange is closed, other than the customary weekends or holidays, or trading in the markets the Fund normally utilizes is closed or is restricted as determined by the SEC, (ii) during any emergency, as determined by the SEC, as a result of which it is not reasonably practicable for the Fund to dispose of instruments owned by it or fairly to determine the value of its net assets, or (iii) for such other period as the SEC may by order permit for the protection of the shareholders of the Fund. The Trust also may suspend or postpone the recording of the transfer of its shares upon the occurrence of any of the foregoing conditions. In addition, shares of each Fund are redeemable at the unilateral option of the Trust. The Declaration permits the Board to alter the number of shares constituting a Creation Unit or to specify that shares of beneficial interest of the Trust may be individually redeemable. Shares when issued as described in the Prospectus are validly issued, fully paid and nonassessable. In the interests of economy and convenience, certificates representing shares of the Funds are not issued.

Following the creation of the initial Creation Unit Aggregation(s) of a Fund and immediately prior to the commencement of trading in such Fund’s shares, a holder of shares may be a “control person” of the Fund, as defined in the 1940 Act. A Fund cannot predict the length of time for which one or more shareholders may remain a control person of the Fund.

The proceeds received by each Fund for each issue or sale of its shares, and all net investment income, realized and unrealized gain and proceeds thereof, subject only to the rights of creditors of that Fund, will be specifically allocated to and constitute the underlying assets of that Fund. The underlying assets of each Fund will be segregated on the books of account, and will be charged with the liabilities in respect to that Fund and with a share of the general liabilities of the Trust. Expenses with respect to the Funds normally are allocated in proportion to the NAV of the respective Fund except where allocations of direct expenses can otherwise be fairly made.

 
22

 

Shareholders are entitled to one vote for each full share held and proportionate fractional votes for fractional shares held. Each Fund and other funds of the Trust entitled to vote on a matter will vote in the aggregate and not by Fund, except as required by law or when the matter to be voted on affects only the interests of shareholders of a particular Fund or class.

Rule 18f-2 under the 1940 Act provides that any matter required by the provisions of the 1940 Act or applicable state law, or otherwise, to be submitted to the holders of the outstanding voting securities of an investment company such as the Trust shall not be deemed to have been effectively acted upon unless approved by the holders of a majority of the outstanding shares of each investment portfolio affected by such matter. Rule 18f-2 further provides that an investment portfolio shall be deemed to be affected by a matter unless the interests of each investment portfolio in the matter are substantially identical or the matter does not affect any interest of the investment portfolio. Under the Rule, the approval of an investment advisory agreement, a distribution plan subject to Rule 12b-1 under the 1940 Act or any change in the fundamental investment policy would be effectively acted upon with respect to an investment portfolio only if approved by a majority of the outstanding shares of such investment portfolio. However, the Rule also provides that the ratification of the appointment of independent accountants, the approval of principal underwriting contracts and the election of Trustees are exempt from the separate voting requirements stated above.

The Trust is not required to hold annual meetings of shareholders and does not intend to hold such meetings. In the event that a meeting of shareholders is held, each share of the Trust will be entitled, as determined by the Trustees without the vote or consent of shareholders to one vote for each share represented by such shares on all matters presented to shareholders, including the election of Trustees (this method of voting being referred to as “dollar-based voting”). However, to the extent required by the 1940 Act or otherwise determined by the Trustees, series and classes of the Trust will vote separately from each other. Shareholders of the Trust do not have cumulative voting rights in the election of Trustees and, accordingly, the holders of more than 50% of the aggregate voting power of the Trust may elect all of the Trustees, irrespective of the vote of the other shareholders.  Meetings of shareholders of the Trust, or any series or class thereof, may be called by the Trustees, the President or Secretary of the Trust or upon the written request of holders of at least a majority of the shares entitled to vote at such meeting. The shareholders of the Trust will have voting rights only with respect to the limited number of matters specified in the Declaration and such other matters as the Trustees may determine or may be required by law.

The Declaration authorizes the Trustees, without shareholder approval (except as stated in the next paragraph), to cause the Trust, or any series thereof, to merge or consolidate with any corporation, association, trust or other organization or sell or exchange all or substantially all of the property belonging to the Trust, or any series thereof. In addition, the Trustees, without shareholder approval, may adopt a “master-feeder” structure by investing substantially all of the assets of a series of the Trust in the securities of another open-end investment company or pooled portfolio.

The Declaration also authorizes the Trustees, in connection with the termination or other reorganization of the Trust or any series or class by way of merger, consolidation, the sale of all or substantially all of the assets, or otherwise, to classify the shareholders of any class into one or more separate groups and to provide for the different treatment of shares held by the different groups, provided that such termination or reorganization is approved by a majority of the outstanding voting securities (as defined in the 1940 Act) of each group of shareholders that are so classified.

The Declaration permits the Trustees to amend the Declaration without a shareholder vote. However, shareholders of the Trust have the right to vote on any amendment: (i) that would adversely affect the voting rights of shareholders specified in the Declaration; (ii) that is required by law to be approved by shareholders; (iii) to the amendment section of the Declaration; or (iv) that the Trustees determine to submit to shareholders.

The Declaration permits the termination of the Trust or of any series or class of the Trust: (i) by a majority of the affected shareholders at a meeting of shareholders of the Trust, series or class; or (ii) by a majority of the Trustees without shareholder approval if the Trustees determine that such action is in the best interest of the Trust or its shareholders. The factors and events that the Trustees may take into account in making such determination include: (i) the inability of the Trust or any series or class to maintain its assets at an appropriate size; (ii) changes in laws or regulations governing the Trust, or any series or class thereof, or affecting assets of the type in which it invests; or (iii) economic developments or trends having a significant adverse impact on their business or operations.

 
23

 

In the event of a termination of the Trust or a Fund, the Board, in its sole discretion, could determine to permit the shares to be redeemable in aggregations smaller than Creation Unit Aggregations or to be individually redeemable. In such circumstance, the Trust may make redemptions in-kind, for cash, or for a combination of cash or securities.

The Declaration provides that the Trustees will not be liable to any person other than the Trust or a shareholder and that a Trustee will not be liable for any act as a Trustee.  Additionally, subject to applicable federal law, no person who is or who has been a Trustee or officer of the Trust shall be liable to the Trust or to any shareholder for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty established by a final judgment and which is material to the cause of action. However, nothing in the Declaration protects a Trustee against any liability to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.  The Declaration provides for indemnification of Trustees and officers of the Trust unless the indemnitee is liable to the Trust or any shareholder by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office.

The Declaration provides that each shareholder, by virtue of becoming such, will be held to have expressly assented and agreed to the terms of the Declaration.

The Declaration provides that a shareholder of the Trust may bring a derivative action on behalf of the Trust only if the following conditions are met: (i) the shareholder was a shareholder at the time of the action complained of; (ii) the shareholder was a shareholder at the time demand is made; (iii) the shareholder must make demand to the Trustees before commencing at derivative action on behalf of the Trust; (iv) any  shareholders that hold at least 10% of the outstanding shares of the Trust (or 10% of the outstanding shares of the series or class to which such action relates) must join in the request for the Trustees to commence such action; and (v) the Trustees must be afforded a reasonable amount of time to consider such shareholder request and to investigate the basis of such claim.  The Declaration also provides that no person, other than the Trustees, who is not a shareholder of a particular series or class shall be entitled to bring any derivative action, suit or other proceeding on behalf of or with respect to such series or class.  The Trustees will be entitled to retain counsel or other advisers in considering the merits of the request and will require an undertaking by the shareholders making such request to reimburse the Trust for the expense of any such advisers in the event that the Trustees determine not to bring such action.

The term “majority of the outstanding shares” of either the Trust or a particular Fund or investment portfolio means, with respect to the approval of an investment advisory agreement, a distribution plan or a change in the Fundamental investment policy, the vote of the lesser of (i) 67% or more of the shares of the Trust or such Fund or portfolio present at a meeting, if the holders of more than 50% of the outstanding shares of the Trust or such Fund or portfolio are present or represented by proxy, or (ii) more than 50% of the outstanding shares of the Trust or such Fund or portfolio.

BOOK-ENTRY ONLY SYSTEM

The following information supplements and should be read in conjunction with the Shareholder Information section in the Prospectus. The Depository Trust Company (“DTC”) Acts as Securities Depository for the Shares of the Trust. Shares of each Fund are represented by securities registered in the name of DTC or its nominee and deposited with, or on behalf of, DTC.

DTC, a limited-purpose trust company, was created to hold securities of its participants (the “DTC Participants”) and to facilitate the clearance and settlement of securities transactions among the DTC Participants in such securities through electronic book-entry changes in accounts of the DTC Participants, thereby eliminating the need for physical movement of securities’ certificates. DTC Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations, some of whom (and/or their representatives) own DTC. More specifically, DTC is a subsidiary of the Depository Trust and Clearing Corporation (“DTCC”), which is owned by its member firms including international broker/dealers, correspondent and clearing banks, mutual fund companies and investment banks. Access to the DTC system is also available to others such as banks, brokers, dealers and Trust companies that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly (the “Indirect Participants”).

 
24

 

Beneficial ownership of shares is limited to DTC Participants, Indirect Participants and persons holding interests through DTC Participants and Indirect Participants. Ownership of beneficial interests in shares (owners of such beneficial interests are referred to herein as “Beneficial Owners”) is shown on, and the transfer of ownership is effected only through, records maintained by DTC (with respect to DTC Participants) and on the records of DTC Participants (with respect to Indirect Participants and Beneficial Owners that are not DTC Participants). Beneficial Owners will receive from or through the DTC Participant a written confirmation relating to their purchase of shares. The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities in definitive form. Such laws may impair the ability of certain investors to acquire beneficial interests in shares.

Beneficial Owners of shares are not entitled to have shares registered in their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and are not considered the registered holder thereof. Accordingly, each Beneficial Owner must rely on the procedures of DTC, the DTC Participant and any Indirect Participant through which such Beneficial Owner holds its interests, to exercise any rights of a holder of shares. The Trust understands that under existing industry practice, in the event the Trust requests any action of holders of shares, or a Beneficial Owner desires to take any action that DTC, as the record owner of all outstanding shares, is entitled to take, DTC would authorize the DTC Participants to take such action and that the DTC Participants would authorize the Indirect Participants and Beneficial Owners acting through such DTC Participants to take such action and would otherwise act upon the instructions of Beneficial Owners owning through them. As described above, the Trust recognizes DTC or its nominee as the owner of all shares for all purposes.

Conveyance of all notices, statements and other communications to Beneficial Owners is effected as follows. Pursuant to the Depositary Agreement between the Trust and DTC, DTC is required to make available to the Trust upon request and for a fee to be charged to the Trust a listing of the share holdings of each DTC Participant. The Trust shall inquire of each such DTC Participant as to the number of Beneficial Owners holding shares of the Funds, directly or indirectly, through such DTC Participant. The Trust shall provide each such DTC Participant with copies of such notice, statement or other communication, in such form, number and at such place as such DTC Participant may reasonably request, in order that such notice, statement or communication may be transmitted by such DTC Participant, directly or indirectly, to such Beneficial Owners. In addition, the Trust shall pay to each such DTC Participant a fair and reasonable amount as reimbursement for the expenses attendant to such transmittal, all subject to applicable statutory and regulatory requirements.

Share distributions shall be made to DTC or its nominee, Cede & Co., as the registered holder of all shares of the Trust. DTC or its nominee, upon receipt of any such distributions, shall credit immediately DTC Participants’ accounts with payments in amounts proportionate to their respective beneficial interests in shares as shown on the records of DTC or its nominee. Payments by DTC Participants to Indirect Participants and Beneficial Owners of shares held through such DTC Participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in a “street name,” and will be the responsibility of such DTC Participants. The Trust has no responsibility or liability for any aspects of the records relating to or notices to Beneficial Owners, or payments made on account of beneficial ownership interests in such shares, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests or for any other aspect of the relationship between DTC and the DTC Participants or the relationship between such DTC Participants and the Indirect Participants and Beneficial Owners owning through such DTC Participants.

DTC may determine to discontinue providing its service with respect to shares of the Trust at any time by giving reasonable notice to the Trust and discharging its responsibilities with respect thereto under applicable law. Under such circumstances, the Trust shall take action either to find a replacement for DTC to perform its functions at a comparable cost or, if such a replacement is unavailable, to issue and deliver printed certificates representing ownership of shares, unless the Trust makes other arrangements with respect thereto satisfactory to the Exchange on which shares are listed.

 
25

 

PURCHASE AND REDEMPTION OF CREATION UNITS

CREATION UNIT AGGREGATIONS

The Trust issues and sells shares of each Fund only in Creation Unit Aggregations. The Board reserves the right to declare a split or a consolidation in the number of shares outstanding of any Fund of the Trust, and to make a corresponding change in the number of shares constituting a Creation Unit, in the event that the per share price in the secondary market rises (or declines) to an amount that falls outside the range deemed desirable by the Board.

PURCHASE AND ISSUANCE OF CREATION UNIT AGGREGATIONS

General.  The Trust issues and sells shares of each Fund only in Creation Units on a continuous basis through the Distributor, without a sales load, at the Fund’s NAV next determined after receipt, on any Business Day (as defined herein), of an order in proper form.

A “Business Day” with respect to each Fund is any day on which the NYSE, the Fund’s Exchange and the Fund’s Custodian is open for business. As of the date of this Additional Statement, the Exchange observes the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

Portfolio Deposit. The consideration for purchase of a Creation Unit of shares of a Fund (except for Global X Emerging Africa [ ] ETF, Global X Pakistan [ ] ETF, and Global X United Arab Emirates [ ] ETF, which will make creations substantially (e.g., approximately over 50%) in U.S. dollars and the remainder in-kind) generally consists of the in-kind deposit of a designated portfolio of equity securities (the “Deposit Securities”) constituting an optimized representation of the Fund’s Underlying Index and an amount of cash in U.S. dollars computed as described below (the “Cash Component”). Together, the Deposit Securities and the Cash Component constitute the “Portfolio Deposit,” which represents the minimum initial and subsequent investment amount for a Creation Unit of the Fund. The Cash Component is an amount equal to the Balancing Amount (as defined below). The “Balancing Amount” is an amount equal to the difference between (x) the net asset value (per Creation Unit) of the Fund and (y) the “Deposit Amount” which is the market value (per Creation Unit) of the Deposit Securities. The Balancing Amount serves the function of compensating for any differences between the net asset value per Creation Unit and the Deposit Amount. If the Balancing Amount is a positive number (i.e., the net asset value per Creation Unit is more than the Deposit Amount), the Authorized Participant will deliver the Balancing Amount. If the Balancing Amount is a negative number (i.e., the net asset value per Creation Unit is less than the Deposit Amount), the Authorized Participant will receive the Balancing Amount. Payment of any stamp duty or other similar fees and expenses payable upon transfer of beneficial ownership of the Deposit Securities shall be the sole responsibility of the Authorized Participant that purchased the Creation Unit. The Authorized Participant must ensure that all Deposit Securities properly denote change in beneficial ownership.

The Adviser makes available through the National Securities Clearing Corporation (“NSCC”) on each Business Day, prior to the opening of business on the Exchange (currently 9:30 a.m., Eastern Time), the list of the names and the required number of shares of each Deposit Security to be included in the current Portfolio Deposit (based on information at the end of the previous Business Day) for each Fund. Such Portfolio Securities are applicable, subject to any adjustments as described below, to purchases of Creation Units of a given Fund until such time as the next-announced Deposit Securities composition is made available.

The identity and number of shares of the Deposit Securities required for a Portfolio Deposit for each Fund changes pursuant to changes in the composition of the Fund’s Portfolio and as rebalancing adjustments and corporate action events are reflected from time to time by the Adviser with a view to the investment objective of the Fund. The composition of the Deposit Securities may also change in response to adjustments to the weighting or composition of the securities constituting the Underlying Index.

In addition, the Trust reserves the right to permit or require the substitution of an amount of cash (that is a “cash in lieu” amount) to be added to the Cash Component to replace any Deposit Security which may not be available in sufficient quantity for delivery or that may not be eligible for transfer through the systems of DTC or the Clearing Process (discussed below) or for other similar reasons. The Trust also reserves the right to permit or require a “cash in lieu” amount where the delivery of Deposit Securities by the Authorized Participant (as described below) would be restricted under the securities laws or where delivery of Deposit Securities to the Authorized Participant would result in the disposition of Deposit Securities by the Authorized Participant becoming restricted under the securities laws, and in certain other situations. The adjustments described above will reflect changes, known to the Adviser on the date of announcement to be in effect by the time of delivery of the Portfolio Deposit, in the composition of the Underlying Index, or resulting from stock splits and other corporate actions.

 
26