Statement of Additional Information
Dated March 31, 2020
This Statement of Additional Information
(“SAI”) is not a prospectus. It should be read in conjunction with the Prospectuses dated March 31, 2020, for each
of the Funds listed above (the “Funds”), each a separate series of the ALPS ETF Trust (the “Trust”), as
it may be revised from time to time. Capitalized terms used herein that are not defined have the same meaning as in the Prospectus,
unless otherwise noted. A copy of each Prospectus may be obtained without charge by writing to the Trust’s distributor,
ALPS Portfolio Solutions Distributor, Inc. (the “Distributor”), or by calling toll free 866.759.5679.
The Funds’ most recent Annual Report,
if available, is incorporated by reference into this SAI and can be obtained free of charge, by calling the toll-free number printed
above.
Table of Contents
Page
GENERAL DESCRIPTION OF THE TRUST AND THE FUNDS
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1
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EXCHANGE LISTING AND TRADING
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MANAGEMENT
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BROKERAGE TRANSACTIONS
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ADDITIONAL INFORMATION CONCERNING THE TRUST
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CREATION AND REDEMPTION OF CREATION UNIT AGGREGATIONS
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TAXES
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FEDERAL TAX TREATMENT OF FUTURES AND OPTIONS CONTRACTS
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TAXATION OF THE AMLP FUND
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DETERMINATION OF NAV
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DIVIDENDS AND DISTRIBUTIONS
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INDICATIVE INTRA-DAY VALUE
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MISCELLANEOUS INFORMATION
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FINANCIAL STATEMENTS
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APPENDIX A - ALPS ADVISORS PROXY VOTING POLICY
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A-1
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APPENDIX B - RIVERFRONT INVESTMENT GROUP PROXY VOTING POLICY
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B-1
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GENERAL DESCRIPTION OF THE TRUST AND THE FUNDS
The Trust was organized as a Delaware statutory
trust on September 13, 2007 and is authorized to have multiple series or portfolios (each a “Fund” and collectively,
the “Funds”). The Trust is an open-end management investment company, registered under the Investment Company Act of
1940, as amended (the “1940 Act”). The offering of each Fund’s shares is registered under the Securities Act
of 1933, as amended (the “1933 Act”). This SAI relates to the Funds identified on the front cover and as described
below. Each Fund is an exchange-traded fund (commonly referred to as an “ETF”). ETFs are funds that trade like other
publicly-traded securities. Similar to shares of a mutual fund, each share of a Fund represents a partial ownership in an underlying
portfolio of securities. The shares of each Fund are referred to herein as “Shares” or “Fund Shares.”
The 1940 Act classifies investment companies
as either diversified or non-diversified. ALPS Equal Sector Weight ETF (the “EQL Fund”), Alerian MLP ETF (the “AMLP
Fund”), Alerian Energy Infrastructure ETF (the “ENFR Fund”) , , the RiverFront Dynamic Unconstrained Income
ETF (the “RFUN Fund”), , the ALPS Disruptive Technologies ETF (the “DTEC Fund”) and the ALPS Clean Energy
ETF (the “ACES Fund”) are classified as “non-diversified.” The ALPS REIT Dividend Dogs ETF (the “RDOG
Fund”), the RiverFront Strategic Income Fund (the “RIGS Fund”), the ALPS Medical Breakthroughs ETF (the “SBIO
Fund”), the ALPS Sector Dividend Dogs ETF (the “SDOG Fund”), the Barron’s 400 ETF (the “BFOR Fund”),
the ALPS International Sector Dividend Dogs ETF (the “IDOG Fund”), the ALPS Emerging Sector Dividend Dogs ETF (the
“EDOG Fund”), the RiverFront Dynamic US Dividend Advantage ETF (the “RFDA Fund”), RiverFront Dynamic US
Flex-Cap ETF (the “RFFC Fund”), the RiverFront Dynamic US Dividend Advantage ETF (the “RFDA Fund”) and
the RiverFront Dynamic Core Income ETF (the “RFCI Fund”)are classified as “diversified.”
Each Fund is managed by ALPS Advisors, Inc.
(“ALPS Advisors” or the “Adviser”). RiverFront Investment Group, LLC (“RiverFront” or a “Sub-Adviser”)
is the sub-adviser for the RIGS Fund, the RFCI Fund, the RFUN Fund, the RFDA Fund and the RFFC Fund.
Each Fund will offer and issue Shares at net
asset value (“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 securities (the “Deposit Securities”), together with
the deposit of a specified cash payment (the “Cash Component”).
Except for the DTEC Fund and the ACES Fund,
each Fund’s Shares are listed on the NYSE Arca, Inc. (the “NYSE Arca”) under the trading symbols set out on the
front cover. The DTEC Fund’s and ACES Fund’s shares are listed on the Cboe BZX Exchange, Inc. (the “Cboe BZX”
and together with NYSE Arca, the “Exchanges”) under the trading symbol set out on the front cover.
Fund Shares will trade on the applicable Exchange
at market prices that may be below, at or above NAV. Shares are redeemable only in Creation Unit Aggregations and, generally, in
exchange for portfolio securities and a specified cash payment. Creation Units are aggregations of 50,000 Shares. In the event
of the liquidation of a Fund, the Trust may lower the number of Shares in a Creation Unit.
The Trust reserves the right to offer a “cash”
option for creations and redemptions of Fund Shares. Fund Shares may be issued in advance of receipt of Deposit Securities subject
to various conditions including a requirement to maintain on deposit with the Trust cash at least equal to 115% of the market value
of the missing Deposit Securities. See the “Creation and Redemption of Creation Unit Aggregations” section. In each
instance of such cash creations or redemptions, transaction fees may be imposed that will be higher than the transaction fees associated
with in-kind creations or redemptions. In all cases, such fees will be limited in accordance with the requirements of the Securities
and Exchange Commission (the “SEC”) applicable to management investment companies offering redeemable securities.
EXCHANGE LISTING AND TRADING
There can be no assurance that the requirements
of the applicable Exchange necessary to maintain the listing of Shares of a Fund will continue to be met. An Exchange may, but
is not required to, remove the Shares of a Fund from listing if (i) following the initial 12-month period beginning at the commencement
of trading of the Fund, there are fewer than 50 beneficial owners of the Shares of the Fund; (ii) the value of the Underlying Index
is no longer calculated or available; or (iii) such other event shall occur or condition exist that, in the opinion of the Exchange,
makes further dealings on the Exchange inadvisable. The applicable Exchange will remove the Shares of a Fund from listing and trading
upon termination of such Fund.
As in the case of other stocks traded on the
Exchanges, broker’s commissions on transactions will be based on negotiated commission rates at customary levels.
The Trust reserves the right to adjust the
price levels of the Shares in the future to help maintain convenient trading ranges for investors. Any adjustments would be accomplished
through stock splits or reverse stock splits, which would have no effect on the net assets of a Fund.
INVESTMENT RESTRICTIONS AND POLICIES
The investment restrictions set forth below
have been adopted by the Board of Trustees of the Trust (the “Board”) as fundamental policies that cannot be changed
with respect to a Fund without the affirmative vote of the holders of a majority (as defined in the 1940 Act) of the outstanding
voting securities of the Fund. The investment objective of the Funds and all other investment policies or practices of the Funds
are considered by the Trust not to be fundamental and accordingly may be changed without shareholder approval. For purposes of
the 1940 Act, a “majority of the outstanding voting securities” means the lesser of the vote of (i) 67% or more of
the Shares of a Fund present at a meeting, if the holders of more than 50% of the outstanding Shares of a Fund are present or represented
by proxy, or (ii) more than 50% of the Shares of a Fund. For each Fund classified as a diversified fund, the Fund may not, with
respect to 75% of its total assets, purchase the securities of any issuer (except securities issued or guaranteed by the U.S. government,
its agencies or instrumentalities) if, as a result (i) more than 5% of the Fund’s total assets would be invested in the securities
of that issuer or (ii) the Fund would hold more than 10% of the outstanding voting securities of the issuer. A diversified fund
may not change to a non-diversified fund without shareholder approval.
Except for restriction (2) and (4)(iii) below,
any limitation that involves a maximum percentage shall not be considered violated unless an excess over the percentage occurs
immediately after, and is caused by, an acquisition or encumbrance of securities or assets of, or borrowings by, the Funds. With
respect to the Funds’ fundamental investment restriction (7) below, asset coverage of at least 300% (as defined in the 1940
Act), inclusive of any amounts borrowed, must be maintained at all times.
As a matter of fundamental policy, a Fund (except
as otherwise noted below) may not:
(1)(a) Invest 25% or more of the value
of its total assets in securities of issuers in any one industry or group of industries, except to the extent that the Underlying
Index that a Fund replicates concentrates in an industry or group of industries. This restriction does not apply to obligations
issued or guaranteed by the U.S. Government, its agencies or instrumentalities. (For each Fund except the RIGS Fund, the RFCI
Fund, the RFUN Fund, the RFDA Fund and the RFFC Fund).
(1)(b) Invest 25% or more of the value of its
total assets in securities of issuers in any one industry or group of industries. This restriction does not apply to obligations
issued or guaranteed by the U.S. Government, its agencies or instrumentalities. (For the RIGS Fund, the RFCI Fund, the RFUN Fund,
the RFDA Fund and the RFFC Fund).
(2) Borrow money, except that the Fund may
(i) borrow money from banks for temporary or emergency purposes (but not for leverage or the purchase of investments) up to 10%
of its total assets and (ii) make other investments or engage in other transactions permissible under the 1940 Act that may involve
a borrowing, provided that the combination of (i) and (ii) shall not exceed 33 1/3% of the value of the Fund’s total assets
(including the amount borrowed), less the Fund’s liabilities (other than borrowings).
(3) Act as an underwriter of another issuer’s
securities, except to the extent that a Fund may be deemed to be an underwriter within the meaning of the Securities Act of 1933
in connection with the purchase and sale of portfolio securities.
(4) Make loans to other persons, except through
(i) the purchase of debt securities permissible under a Fund’s investment policies, (ii) repurchase agreements or (iii) the
lending of portfolio securities, provided that no such loan of portfolio securities may be made by a Fund if, as a result, the
aggregate of such loans would exceed 33 1/3% of the value of a Fund’s total assets.
(5)(a) Purchase or sell physical commodities
unless acquired as a result of ownership of securities or other instruments (but this shall not prevent a Fund (i) from purchasing
or selling options, futures contracts or other derivative instruments, or (ii) from investing in securities or other instruments
backed by physical commodities). (For each Fund except the BFOR Fund and the SDOG Fund).
(5)(b) Purchase or sell physical commodities
unless acquired as a result of ownership of securities or other instruments (but this shall not prevent a Fund (i) from purchasing
or selling options, futures contracts or other derivative instruments, or (ii) from investing in securities or other instruments
backed by commodities). (For the BFOR Fund and the SDOG Fund).
(6) Purchase or sell real estate unless acquired
as a result of ownership of securities or other instruments (but this shall not prohibit a Fund from purchasing or selling securities
or other instruments backed by real estate or of issuers engaged in real estate activities).
(7) Issue senior securities, except as permitted
under the 1940 Act.
In addition to the foregoing fundamental investment
policies, the Funds are also subject to the following non-fundamental restrictions and policies, which may be changed at any time
by the Board of Trustees without shareholder approval. A Fund may not:
(1) Sell securities short, unless a Fund owns
or has the right to obtain securities equivalent in kind and amount to the securities sold short at no added cost, and provided
that transactions in options, futures contracts, options on futures contracts, or other derivative instruments are not deemed to
constitute selling securities short.
(2) Purchase securities on margin, except that
a Fund may obtain such short-term credits as are necessary for the clearance of transactions; and provided that margin deposits
in connection with futures contracts, options on futures contracts or other derivative instruments shall not constitute purchasing
securities on margin.
(3) Purchase securities of open-end or closed-end
investment companies except in compliance with the 1940 Act.
(4) Invest in illiquid securities if, as a
result of such investment, more than 15% of a Fund’s net assets would be invested in illiquid securities.
(5) Invest in direct interests in oil, gas
or other mineral exploration programs or leases; however, a Fund may invest in securities of issuers that engage in these activities.
INVESTMENT POLICIES
The investment objective and principal investment
strategies for each of the Funds are provided in their respective Prospectus. The Funds may not invest in all of the investments
listed below. The Funds use investment techniques commonly used by other exchange traded funds.
INVESTMENT POLICIES AND RISKS
A discussion of the risks associated with an
investment in a Fund is contained in such Fund’s Prospectus under the headings “Principal Investment Risks,”
“Principal Risks of Investing in the Funds” and “Additional Risk Considerations.” The discussion below
supplements, and should be read in conjunction with, such sections of the applicable Fund’s Prospectus.
General Considerations and Risks
Investment in a Fund should be made with an
understanding that the value of the portfolio of securities held by each Fund may fluctuate in accordance with changes in the financial
condition of the issuers of the portfolio securities, the value of common stocks generally and other factors.
With the exception of the RIGS Fund, the RFFC
Fund, the RFDA Fund, the RFUN Fund and the RFCI Fund, the Funds are not actively managed by traditional methods and therefore the
adverse financial condition of any one issuer will not result in the elimination of its securities from the portfolio securities
held by the Funds unless the securities of such issuer are removed from the respective Underlying Index.
An investment in a Fund should also be made
with an understanding that a Fund will not be able to replicate exactly the performance of its respective Underlying Index because
the total return generated by its portfolio securities will be reduced by transaction costs incurred in adjusting the actual balance
of such securities and other Fund expenses, whereas such transaction costs and expenses are not included in the calculation of
each Underlying Index. It is also possible that for short periods of time, a Fund may not fully replicate the performance of its
respective Underlying Index due to the temporary unavailability of certain Underlying Index securities in the secondary market
or due to other extraordinary circumstances. Such events are unlikely to continue for an extended period of time because each Fund
is required to correct such imbalances by means of adjusting the composition of its portfolio securities.
Holders of common stocks incur more risk than
holders of preferred stocks and debt obligations because common stockholders, as owners of the issuer, have generally inferior
rights to receive payments from the issuer in comparison with the rights of creditors of, or holders of debt obligations or preferred
stocks issued by, the issuer. Further, unlike debt securities which typically have a stated principal amount payable at maturity
(whose value, however, will be subject to market fluctuations prior thereto), or preferred stocks which typically have a liquidation
preference and which may have stated optional or mandatory redemption provisions, common stocks have neither a fixed principal
amount nor a maturity. Common stock values are subject to market fluctuations as long as the common stock remains outstanding.
Dividend Risk. There is no guarantee
that the issuer of the stocks held by a Fund will declare dividends in the future or that if declared, they will either remain
at current levels or increase over time.
Loans of Portfolio Securities. The Funds
may lend their investment securities to approved borrowers. Any gain or loss on the market price of the securities loaned that
might occur during the term of the loan would be for the account of the applicable Fund. These loans cannot exceed 33 1/3% of the
Fund’s total assets.
Approved borrowers are brokers, dealers, domestic
and foreign banks, or other financial institutions that meet credit or other requirements as established by the securities lending
agent, so long as the terms, the structure and the aggregate amount of such loans are not inconsistent with the 1940 Act and the
rules and regulations thereunder or interpretations of the SEC, which require that (a) the borrowers pledge and maintain with the
applicable Fund collateral consisting of cash, an irrevocable letter of credit issued by a bank, or securities issued or guaranteed
by the U.S. Government having a value at all times of not less than 102% of the value of the securities loaned (on a “mark-to-market”
basis, and maintained in an amount equal to at least 100% of the value of the portfolio securities being lent); (b) the loan be
made subject to termination by the Fund at any time; and (c) the Fund receives reasonable interest on the loan. From time to time,
a Fund may return a part of the interest earned from the investment of collateral received from securities loaned to the borrower
and/or a third party securities lending agent that is unaffiliated with the Fund and that is acting as a finder.
Risks of Securities Lending. A Fund
will not have the right to vote securities while they are on loan, but it will recall securities on loan if the Adviser determines
that the shareholder meeting is called for purposes of voting on material events that could have a material impact on the Fund’s
loaned securities and for which the vote could be material to the Fund. A Fund would receive income in lieu of dividends on loaned
securities and may, at the same time, generate income on the loan collateral or on the investment of any cash collateral.
Securities lending involves a risk of loss
because the borrower may fail to return the securities in a timely manner or at all. If the borrower defaults on its obligation
to return the securities loaned because of insolvency or other reasons, a Fund could experience delays and costs in recovering
securities loaned or gaining access to the collateral. If a Fund is not able to recover the securities loaned, the Fund may sell
the collateral and purchase a replacement security in the market. Lending securities entails a risk of loss to a Fund if, and to
the extent that, the market value of the loaned securities increases and the collateral is not increased accordingly. Securities
lending also involves exposure to operational risk (the risk of loss resulting from errors in the settlement and accounting process)
and “gap risk” (the risk that the return on cash collateral reinvestments will be less than the fees paid to the borrower).
Any cash received as collateral for loaned
securities may be invested in short-term liquid fixed income securities or in money market or short-term mutual funds, or similar
investment vehicles. A Fund bears the risk of such investments. Investing this cash subjects that investment to market appreciation
or depreciation. For purposes of determining whether a Fund is complying with its investment policies, strategies and restrictions,
the Fund or the Adviser will consider the loaned securities as assets of the Fund, but will not consider any collateral received
as a Fund asset. A Fund will bear any loss on the investment of cash collateral. A Fund may have to pay the borrower a fee based
on the amount of cash collateral. A Fund may pay lending fees to a party arranging the loan.
Regulations adopted by the global prudential
regulators require counterparties that are part of U.S. or foreign global systemically important banking organizations to include
contractual restrictions on close-out and cross-default in agreements relating to qualified financial contracts. Securities lending
agreements are included in the category of qualified financial contracts (as well as repurchase agreements and agreements relating
to swaps, currency forwards and other derivatives). The restrictions prevent a Fund from closing out a qualified financial contract
during a specified time period (e.g., two days) if the counterparty is subject to resolution proceedings and prohibit the Fund
from exercising default rights during that period due to a receivership or similar proceeding of an affiliate of the counterparty.
Implementation of these requirements may increase credit and other risks to the Fund.
Senior Securities. In general, the Funds
may not issue any class of senior security, except within the limitations of the 1940 Act. These limitations allow the Funds to
(i) borrow from banks, provided that immediately following any such borrowing there is an asset coverage of at least 300% (the
“Asset Coverage Requirement”) for all Fund borrowings, and (ii) engage in trading practices which could be deemed to
involve the issuance of a senior security, including but not limited to options, futures, forward contracts, and reverse repurchase
agreements, provided that the Fund earmarks or segregates liquid assets in accordance with applicable SEC regulations and interpretations.
Repurchase Agreements. The Funds may
enter into repurchase agreements, which are agreements pursuant to which securities are acquired by the Funds from a third party
with the understanding that they will be repurchased by the seller at a fixed price on an agreed date. These agreements may be
made with respect to any of the portfolio securities in which the Funds are authorized to invest. Repurchase agreements may be
characterized as loans secured by the underlying securities. The Funds may enter into repurchase agreements with (i) member banks
of the Federal Reserve System having total assets in excess of $500 million and (ii) securities dealers (“Qualified Institutions”).
The Adviser will monitor the continued creditworthiness of Qualified Institutions.
The use of repurchase agreements involves certain
risks. For example, if the seller of securities under a repurchase agreement defaults on its obligation to repurchase the underlying
securities, as a result of its bankruptcy or otherwise, a Fund will seek to dispose of such securities, which action could involve
costs or delays. If the seller becomes insolvent and subject to liquidation or reorganization under applicable bankruptcy or other
laws, a Fund’s ability to dispose of the underlying securities may be restricted. Finally, it is possible that a Fund may
not be able to substantiate its interest in the underlying securities. To minimize this risk, the securities underlying the repurchase
agreement will be held by the custodian at all times in an amount at least equal to the repurchase price, including accrued interest.
If the seller fails to repurchase the securities, a Fund may suffer a loss to the extent proceeds from the sale of the underlying
securities are less than the repurchase price.
The resale price reflects the purchase price
plus an agreed upon market rate of interest. The collateral is marked-to-market daily.
Reverse Repurchase Agreements. The Funds
may enter into reverse repurchase agreements, which involve the sale of securities with an agreement to repurchase the securities
at an agreed-upon price, date and interest payment and have the characteristics of borrowing. The securities purchased with the
funds obtained from the agreement and securities collateralizing the agreement will have maturity dates no later than the repayment
date. Generally, the effect of such transactions is that the Funds can recover all or most of the cash invested in the portfolio
securities involved during the term of the reverse repurchase agreement, while in many cases the Funds are able to keep some of
the interest income associated with those securities. Such transactions are only advantageous if the Funds have an opportunity
to earn a greater rate of return on the cash derived from these transactions than the interest cost of obtaining the same amount
of cash. Opportunities to realize earnings from the use of the proceeds equal to or greater than the interest required to be paid
may not always be available and the Funds intend to use the reverse repurchase technique only when the Adviser believes it will
be advantageous to the Funds. The use of reverse repurchase agreements may exaggerate any interim increase or decrease in the value
of the Funds’ assets. The custodian bank will maintain a separate account for the Funds with securities having a value equal
to or greater than such commitments. Under the 1940 Act, reverse repurchase agreements are considered loans.
Money Market Instruments. The Funds
may invest a portion of their assets in high-quality money market instruments on an ongoing basis to provide liquidity. The instruments
in which the Funds may invest include: (i) short-term obligations issued by the U.S. Government; (ii) negotiable certificates of
deposit (“CDs”), fixed time deposits and bankers’ acceptances of U.S. and foreign banks and similar institutions;
(iii) commercial paper rated at the date of purchase “Prime-1” by Moody’s Investors Service, Inc. or “A-1+”
or “A-1” by Standard & Poor’s or, if unrated, of comparable quality as determined by the Adviser; (iv) repurchase
agreements; and (v) money market mutual funds. CDs are short-term negotiable obligations of commercial banks. Time deposits are
non-negotiable deposits maintained in banking institutions for specified periods of time at stated interest rates. Banker’s
acceptances are time drafts drawn on commercial banks by borrowers, usually in connection with international transactions.
Investment Companies. The Funds may
invest in the securities of other investment companies (including money market funds and business development companies). Under
the 1940 Act, the Funds’ investment in investment companies is limited to, subject to certain exceptions: (i) 3% of the total
outstanding voting stock of any one investment company, (ii) 5% of the Funds’ total assets with respect to any one investment
company and (iii) 10% of the Funds’ total assets of investment companies in the aggregate.
Illiquid Securities. Each Fund may invest
up to an aggregate amount of 15% of its net assets in illiquid assets (calculated at the time of investment). Illiquid securities
include securities subject to contractual or other restrictions on resale and other instruments that lack readily available markets.
A Fund’s investments in restricted and illiquid securities may entail greater risk than investments in other types of securities.
These securities may be more difficult to sell, particularly in times of market turmoil. Additionally, the market for certain investments
deemed liquid at the time of purchase may become illiquid under adverse market or economic conditions. Illiquid securities may
be more difficult to value. If a Fund is forced to sell an illiquid security to fund redemptions or for other cash needs, it may
be forced to sell the security at a loss or for less than its fair value.
Futures and Options. The Funds may utilize
exchange-traded futures and options contracts.
Futures contracts generally provide for the
future sale by one party and purchase by another party of a specified commodity at a specified future time and at a specified price.
Stock index futures contracts are settled daily with a payment by one party to the other of a cash amount based on the difference
between the level of the stock index specified in the contract from one day to the next. Futures contracts are standardized as
to maturity date and underlying instrument and are traded on futures exchanges.
Futures traders are required to make a good
faith margin deposit in cash or U.S. government securities with a broker or custodian to initiate and maintain open positions in
futures contracts. A margin deposit is intended to assure completion of the contract (delivery or acceptance of the underlying
commodity or payment of the cash settlement amount) if it is not terminated prior to the specified delivery date. Brokers may establish
deposit requirements which are higher than the exchange minimums. Futures contracts are customarily purchased and sold on margin
deposits which may range upward from less than 5% of the value of the contract being traded.
After a futures contract position is opened,
the value of the contract is marked-to-market daily. If the futures contract price changes to the extent that the margin on deposit
does not satisfy margin requirements, payment of additional “variation” margin will be required. Conversely, a change
in the contract value may reduce the required margin, resulting in a repayment of excess margin to the contract holder. Variation
margin payments are made to and from the futures broker for as long as the contract remains open. In such case, the Funds would
expect to earn interest income on its margin deposits. Closing out an open futures position is done by taking an opposite position
(“buying” a contract which has previously been “sold,” or “selling” a contract previously “purchased”)
in an identical contract to terminate the position. Brokerage commissions are incurred when a futures contract position is opened
or closed.
The Funds (except for the RIGS Fund) may use
exchange-traded futures and options, together with positions in cash and money market instruments, to simulate full investment
in their Underlying Indexes. Under such circumstances, the Adviser may seek to utilize other instruments that it believes to be
correlated to the applicable Underlying Index components or a subset of the components.
An option on a futures contract, as contrasted
with the direct investment in such a contract, gives the purchaser the right, in return for the premium paid, to assume a position
in the underlying futures contract at a specified exercise price at any time prior to the expiration date of the option. Upon exercise
of an option, the delivery of the futures position by the writer of the option to the holder of the option will be accompanied
by delivery of the accumulated balance in the writer’s futures margin account that represents the amount by which the market
price of the futures contract exceeds (in the case of a call) or is less than (in the case of a put) the exercise price of the
option on the futures contract. The potential for loss related to the purchase of an option on a futures contract is limited to
the premium paid for the option plus transaction costs. Because the value of the option is fixed at the point of purchase, there
are no daily cash payments by the purchaser to reflect changes in the value of the underlying contract; however, the value of the
option changes daily and that change would be reflected in the NAV of the Funds. The potential for loss related to writing call
options on equity securities or indices is unlimited. The potential for loss related to writing put options is limited only by
the aggregate strike price of the put option less the premium received.
The Funds may purchase and write put and call
options on futures contracts that are traded on a U.S. exchange as a hedge against changes in value of its portfolio securities,
or in anticipation of the purchase of securities, and may enter into closing transactions with respect to such options to terminate
existing positions. There is no guarantee that such closing transactions can be effected.
Restrictions on the Use of Futures Contracts
and Options on Futures Contracts. Pursuant to a claim for exemption filed with the Commodity Futures Trading Commission (“CFTC”)
on behalf of the Funds, neither the Funds nor the Trust are deemed to be a “commodity pool” or “commodity pool
operator” (“CPO”), respectively, under the Commodity Exchange Act (“CEA”), and they are not subject
to registration or regulation as such under the CEA. The Adviser is not deemed to be a “commodity trading advisor”
with respect to its services as an investment adviser to each Fund. The CFTC has adopted certain regulatory changes that will subject
the adviser of an investment company to registration with the CFTC as a CPO if the investment company is unable to comply with
certain trading and marketing limitations.
With respect to investments in swap transactions,
commodity futures, commodity options or certain other derivatives used for purposes other than bona fide hedging purposes, an investment
company must meet one of the following tests under the amended regulations in order to claim an exemption from being considered
a “commodity pool” or CPO. First, the aggregate initial margin and premiums required to establish an investment company’s
positions in such investments may not exceed five percent (5%) of the liquidation value of the investment company’s portfolio
(after accounting for unrealized profits and unrealized losses on any such investments). Alternatively, the aggregate net notional
value of such instruments, determined at the time of the most recent position established, may not exceed one hundred percent (100%)
of the liquidation value of the investment company’s portfolio (after accounting for unrealized profits and unrealized losses
on any such positions). In addition to meeting one of the foregoing trading limitations, the investment company may not market
itself as a commodity pool or otherwise as a vehicle for trading in the commodity futures, commodity options or swaps and derivatives
markets. In the event that the Adviser were required to register as a CPO with respect to the Funds, the disclosure and operations
of the Funds would need to comply with all applicable CFTC regulations. Compliance with these additional registration and regulatory
requirements would increase operational expenses. Other potentially adverse regulatory initiatives could also develop.
Swap Agreements. Swap agreements are
contracts between parties in which one party agrees to make periodic payments to the other party (the “Counterparty”)
based on the change in market value or level of a specified rate, index or asset. In return, the Counterparty agrees to make periodic
payments to the first party based on the return of a different specified rate, index or asset. Swap agreements will usually be
done on a net basis, the Funds receiving or paying only the net amount of the two payments. The net amount of the excess, if any,
of the Funds’ obligations over its entitlements with respect to each swap is accrued on a daily basis and an amount of cash
or highly liquid securities having an aggregate value at least equal to the accrued excess is maintained in an account at the Trust’s
custodian bank.
The use of interest rate and index swaps is
a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio
security transactions. These transactions generally do not involve the delivery of securities or other underlying assets or principal.
The use of swap agreements involves certain
risks. For example, if the Counterparty under a swap agreement defaults on its obligation to make payments due from it, as a result
of its bankruptcy or otherwise, the Funds may lose such payments altogether, or collect only a portion thereof, which collection
could involve costs or delays.
Currency Transactions. Each Fund that
invests in non-U.S. securities (except for the RIGS Fund, the RFCI Fund, the RFUN Fund, the RFDA Fund and the RFFC Fund, as noted
below) does not expect to engage in currency transactions for the purpose of hedging against declines in the value of the Fund’s
assets that are denominated in a foreign currency. For the RIGS Fund, the RFCI Fund, the RFUN Fund, the RFDA Fund and the RFFC
Fund, the Sub-Adviser does not intend, under normal circumstances, to attempt to hedge against currency risk, but the Sub-Adviser
may, in certain circumstances, attempt to reduce this risk by entering into forward contracts with banks, brokers or dealers. Each
other Fund that invests in non-U.S. securities may enter into foreign currency forward and foreign currency futures contracts to
facilitate local securities settlements or to protect against currency exposure in connection with its distributions to shareholders,
but may not enter into such contracts for speculative purposes.
A forward currency contract is an obligation
to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed
upon by the parties, at a price set at the time of the contract. A currency futures contract is a contract involving an obligation
to deliver or acquire the specified amount of a specific currency, at a specified price and at a specified future time. Futures
contracts may be settled on a net cash payment basis rather than by the sale and delivery of the underlying currency. Since foreign
exchange transactions for the Funds are directed to the Funds' custodian, foreign exchange executions may be better or worse than
these effected by other foreign currency dealers.
Risks of Derivatives. Derivatives are
financial contracts whose value depends on, or is derived from, the value of an underlying asset, reference rate or index, and
may relate to stocks, bonds, interest rates, currencies or currency exchange rates, commodities, and related indexes. The various
derivative instruments that a Fund may use are described in more detail under “Futures and Options,” “Swap Agreements,”
and “Currency Transactions” in this Statement of Additional Information. Each Fund may, but is not required to, use
derivative instruments for risk management purposes or as part of its investment strategies.
A Fund’s use of derivative instruments
involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional
investments. Derivatives are subject to a number of risks including liquidity risk, market risk, credit risk, default risk, counterparty
risk and management risk. They also involve the risk of mispricing or improper valuation and the risk that changes in the value
of the derivative may not correlate exactly with the change in the value of the underlying asset, rate or index. Also, suitable
derivative transactions may not be available in all circumstances and there can be no assurance that a Fund will engage in these
transactions to reduce exposure to other risks when that would be beneficial.
Participation in the options or futures markets,
as well as the use of various swap instruments and forward contracts, involves investment risks and transaction costs to which
a Fund would not be subject absent the use of these strategies. Risks inherent in the use of options, futures contracts, options
on futures contracts, forwards and swaps include: (i) imperfect correlation between the price of options and futures contracts
and options thereon and movements in the prices of the securities being hedged; (ii) the fact that skills needed to use these strategies
are different from those needed to select non-derivative portfolio securities; (iii) the potential absence of a liquid secondary
market for any particular instrument at any time; (iv) the possible need to defer closing out certain positions to avoid adverse
tax consequences; (v) for swaps, additional credit risk and the risk of counterparty default and the risk of failing to correctly
evaluate the creditworthiness of the company on which the swap is based; and (vi) the possible inability of a Fund to purchase
or sell a portfolio security at a time that otherwise would be favorable for it to do so, or the possible need for a Fund to sell
the security at a disadvantageous time, due to the requirement that the Fund maintain “cover” or collateral securities
in connection with the use of certain derivatives.
A Fund could lose the entire amount it invests
in futures. The loss from investing in other derivatives is potentially unlimited. There also is no assurance that a liquid secondary
market will exist for futures contracts and options in which a Fund may invest. Each Fund limits its investment in futures contracts
so that the notional value (meaning the stated contract value) of the futures contracts does not exceed the net assets of the Fund.
Furthermore, regulatory requirements for the
Funds to set aside assets to meet their obligations with respect to derivatives may result in a Fund being unable to purchase or
sell securities when it would otherwise be favorable to do so, or in a Fund needing to sell securities at a disadvantageous time.
A Fund may also be unable to close out its derivatives positions when desired. Investments in derivatives can cause the Funds to
be more volatile and can result in significant losses.
Because the markets for certain derivative
instruments (including markets located in foreign countries) are relatively new and still developing, suitable derivatives transactions
may not be available in all circumstances. Upon the expiration of a particular contract, the Adviser or a Sub-Adviser may wish
to retain a Fund’s position in the derivative instrument by entering into a similar contract, but may be unable to do so
if the counterparty to the original contract is unwilling to enter into the new contract and no other suitable counterparty can
be found. There is no assurance that a Fund will engage in derivatives transactions at any time or from time to time. A Fund’s
ability to use derivatives may also be limited by certain regulatory and tax considerations.
The Dodd-Frank Wall Street Reform and Consumer
Protection Act (the “Dodd-Frank Act”) and related regulatory developments require the clearing and exchange-trading
of certain standardized OTC derivative instruments that the CFTC and SEC defined as “swaps” and “security-based
swaps,” respectively. Mandatory exchange-trading and clearing is occurring on a phased-in basis based on the type of market
participant and CFTC approval of contracts for central clearing and exchange trading. In a cleared swap, a Fund’s ultimate
counterparty is a central clearinghouse rather than a swap dealer, bank or other financial institution. A Fund enters into cleared
swaps through an executing broker. Such transactions are then submitted for clearing and, if cleared, will be held at regulated
futures commission merchants (“FCMs”) that are members of the clearinghouse that serves as the central counterparty.
When a Fund enters into a cleared swap, it must deliver to the central counterparty (via an FCM) an amount referred to as “initial
margin.” Initial margin requirements are determined by the central counterparty, but an FCM may require additional initial
margin above the amount required by the central counterparty. During the term of the swap agreement, a “variation margin”
amount may also be required to be paid by a Fund or may be received by the Fund in accordance with margin controls set for such
accounts, depending upon changes in the price of the underlying reference asset subject to the swap agreement. At the conclusion
of the term of the swap agreement, if a Fund has a loss equal to or greater than the margin amount, the margin amount is paid to
the FCM along with any loss in excess of the margin amount. If a Fund has a loss of less than the margin amount, the excess margin
is returned to the Fund. If a Fund has a gain, the full margin amount and the amount of the gain is paid to the Fund.
Central clearing is designed to reduce counterparty
credit risk compared to uncleared swaps because central clearing interposes the central clearinghouse as the counterparty to each
participant’s swap, but it does not eliminate those risks completely. There is also a risk of loss by a Fund of the initial
and variation margin deposits in the event of bankruptcy of the FCM with which the Fund has an open position in a swap contract.
The assets of a Fund may not be fully protected in the event of the bankruptcy of the FCM or central counterparty because the Fund
might be limited to recovering only a pro rata share of all available funds and margin segregated on behalf of an FCM’s customers
or central counterparty’s clearing members. If the FCM does not provide accurate reporting, a Fund is also subject to the
risk that the FCM could use the Fund’s assets, which are held in an omnibus account with assets belonging to the FCM’s
other customers, to satisfy its own financial obligations or the payment obligations of another customer to the central counterparty.
Certain swaps have begun trading on exchanges called swap execution facilities. Exchange-trading is expected to increase liquidity
of swaps trading.
In addition, with respect to cleared swaps,
a Fund may not be able to obtain as favorable terms as it would be able to negotiate for an uncleared swap. In addition, an FCM
may unilaterally impose position limits or additional margin requirements for certain types of swaps in which a Fund may invest.
Central counterparties and FCMs generally can require termination of existing cleared swap transactions at any time, and can also
require increases in margin above the margin that is required at the initiation of the swap agreement. Margin requirements for
cleared swaps vary on a number of factors, and the margin required under the rules of the clearinghouse and FCM may be in excess
of the collateral required to be posted by a Fund to support its obligations under a similar uncleared swap. However, regulators
are expected to adopt rules imposing certain margin requirements, including minimums, on uncleared swaps in the near future, which
could change this comparison.
The Funds are also subject to the risk that,
after entering into a cleared swap with an executing broker, no FCM or central counterparty is willing or able to clear the transaction.
In such an event, the central counterparty would void the trade. Before a Fund can enter into a new trade, market conditions may
become less favorable to the Fund.
Risks of Futures and Options Transactions.
Positions in futures contracts and options may be closed out only on an exchange which provides a secondary market therefore. However,
there can be no assurance that a liquid secondary market will exist for any particular futures contract or option at any specific
time. Thus, it may not be possible to close a futures or options position. In the event of adverse price movements, a Fund would
continue to be required to make daily cash payments to maintain its required margin. In such situations, if a Fund has insufficient
cash, it may have to sell portfolio securities to meet daily margin requirements at a time when it may be disadvantageous to do
so. In addition, the applicable Fund may be required to make delivery of the instruments underlying futures contracts it has sold.
Each Fund will minimize the risk that it will
be unable to close out a futures or options contract by only entering into futures and options for which there appears to be a
liquid secondary market.
The risk of loss in trading futures contracts
or uncovered call options in some strategies (e.g., selling uncovered index futures contracts) is potentially unlimited.
The Funds do not plan to use futures and options contracts, when available, in this manner. The risk of a futures position may
still be large, as traditionally measured, due to the low margin deposits required. In many cases, a relatively small price movement
in a futures contract may result in immediate and substantial loss or gain to the investor relative to the size of a required margin
deposit. The Funds, however, intend to utilize futures and options contracts in a manner designed to limit their risk exposure
to that which is comparable to what they would have incurred through direct investment in securities. Utilization of futures transactions
by a Fund involves the risk of imperfect or even negative correlation to its Underlying Index if the index underlying the futures
contracts differs from the Underlying Index. There is also the risk of loss by a Fund of margin deposits in the event of bankruptcy
of a broker with whom the Fund has an open position in the futures contract or option.
Certain financial futures exchanges limit the
amount of fluctuation permitted in futures contract prices during a single trading day. The daily limit establishes the maximum
amount that the price of a futures contract may vary either up or down from the previous day’s settlement price at the end
of a trading session. Once the daily limit has been reached in a particular type of contract, no trades may be made on that day
at a price beyond that limit. The daily limit governs only price movement during a particular trading day and therefore does not
limit potential losses, because the limit may prevent the liquidation of unfavorable positions. Futures contract prices have occasionally
moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation
of futures positions and subjecting some futures traders to substantial losses.
Risks of Swap Agreements. Bi-lateral
swap agreements are subject to the risk that the swap counterparty will default on its obligations. If such a default occurs, a
Fund will have contractual remedies pursuant to the agreements related to the transaction, but such remedies may be subject to
bankruptcy and insolvency laws which could affect the Fund’s rights as a creditor. Some interest rate and credit default
swaps are currently subject to central clearing and exchange trading. Cleared swaps are transacted through futures commission merchants
(“FCMs”) that are members of central clearinghouses with the clearinghouse serving as a central counterparty similar
to transactions in futures contracts. Although exchange-trading and clearing decreases the counterparty risk involved in bi-laterally
negotiated contracts and increase market liquidity, exchange-trading and clearing will not make the contracts risk-free.
The use of interest-rate and index swaps is
a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio
security transactions. The use of a swap requires an understanding not only of the referenced asset, reference rate, or index but
also of the swap itself, without the benefit of observing the performance of the swap under all possible market conditions. These
transactions generally do not involve the delivery of securities or other underlying assets or principal.
It is possible that developments in the swaps
market, including government regulation, could adversely affect a Fund’s ability to terminate existing swap agreements or
to realize amounts to be received under such agreements.
Where swap agreements are two party contracts
that may be subject to contractual restrictions on transferability and termination and because they may have terms of greater than
seven days, they may be considered to be illiquid and subject to a Fund’s limitation on investments in illiquid securities.
To the extent that a swap is not liquid, it may not be possible to initiate a transaction or liquidate a position at an advantageous
time or price, which may result in significant losses. Like most other investments, swap agreements are subject to the risk that
the market value of the instrument will change in a way detrimental to a Fund’s interest.
If a Fund uses a swap as a hedge against, or
as a substitute for, a portfolio investment, the Fund will be exposed to the risk that the swap will have or will develop imperfect
or no correlation with the portfolio investment. This could cause substantial losses for the Fund. While hedging strategies involving
swap instruments can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting
favorable price movements in other Fund investments. Many swaps are complex and often valued subjectively.
Cybersecurity Risk. In connection with
the increased use of technologies such as the Internet and the dependence on computer systems to perform necessary business functions,
each Fund is susceptible to operational, information security, and related risks due to the possibility of cyber-attacks or other
incidents. Cyber incidents may result from deliberate attacks or unintentional events. Cyber-attacks include, but are not limited
to, infection by computer viruses or other malicious software code, gaining unauthorized access to systems, networks, or devices
that are used to service a Fund’s operations through hacking or other means for the purpose of misappropriating assets or
sensitive information, corrupting data, or causing operational disruption. Cyber-attacks may also be carried out in a manner that
does not require gaining unauthorized access, such as causing denial-of-service attacks (which can make a website unavailable)
on a Fund’s website. In addition, authorized persons could inadvertently or intentionally release confidential or proprietary
information stored on a Fund’s systems.
Cyber-attacks have the potential to interfere
with the processing of Authorized Participant transactions and shareholder transactions on the Exchanges. Furthermore, cyber security
failures or breaches by a Fund’s service providers (including, but not limited to, the adviser, distributor, custodian, transfer
agent, financial intermediaries, and sub-adviser (if applicable)) may cause disruptions and impact the service providers’
and a Fund’s business operations, potentially resulting in financial losses, the inability of Fund shareholders to transact
business and the Funds to process transactions, inability to calculate a Fund’s net asset value, violations of applicable
privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional
compliance costs. A Fund and its shareholders could be negatively impacted as a result of successful cyber-attacks against, or
security breakdowns of, a Fund or its third party service providers.
A Fund may incur substantial costs to prevent
or address cyber incidents in the future. In addition, there is a possibility that certain risks have not been adequately identified
or prepared for. Furthermore, a Fund cannot directly control any cyber security plans and systems put in place by third party service
providers. Cyber security risks are also present for issuers of securities in which a Fund invests, which could result in material
adverse consequences for such issuers, and may cause a Fund’s investment in such securities to lose value.
Future Developments. The Board may,
in the future, authorize each Fund to invest in securities and investments other than those listed in this SAI and in each Fund’s
Prospectus, provided they are consistent with each Fund’s investment objective and do not violate any fundamental investment
restrictions or policies, and do not present material risks other than those listed in this SAI and/or the Funds’ Prospectuses,
as those may be amended or supplemented from time to time.
Strategies Specific to the RIGS Fund,
the RFUN Fund and the RFCI Fund
Debt Obligations. Each Fund may
invest in debt obligations traded in U.S. or foreign markets. Such debt obligations include, among others, bonds, notes, debentures
and variable rate demand notes. In choosing corporate debt securities on behalf of a Fund, the Sub-Adviser may consider (i) general
economic and financial conditions; and (ii) the specific issuer’s (a) business and management, (b) cash flow, (c) earnings
coverage of interest and dividends, (d) ability to operate under adverse economic conditions, (e) fair market value of assets and
(f) other considerations deemed appropriate.
The RFUN Fund and the RIGS Fund may each invest
up to 100% of its total assets, and the RFCI Fund may invest up to 15% of its total assets, in debt securities that are rated below
investment grade (i.e., “junk bonds”) by nationally recognized statistical rating organizations (“NRSROs”),
or are unrated securities that the Sub-Adviser believes are of comparable quality. Junk bonds are considered speculative with respect
to their capacity to pay interest and repay principal in accordance with the terms of the obligation. While generally providing
greater income and opportunity for gain, non-investment grade debt securities are subject to greater risks than higher-rated securities.
Companies that issue junk bonds are often highly
leveraged and may not have more traditional methods of financing available to them. During an economic downturn or recession, highly
leveraged issuers of high-yield securities may experience financial stress, and may not have sufficient revenues to meet their
interest payment obligations. Economic downturns tend to disrupt the market for junk bonds, lowering their values and increasing
their price volatility. The risk of issuer default is higher with respect to junk bonds because such issues may be subordinated
to other creditors of the issuer.
The credit rating from an NRSRO of a junk bond
does not necessarily address its market value risk, and ratings may from time to time change to reflect developments regarding
the issuer’s financial condition. The lower the rating of a junk bond, the more speculative its characteristics.
Each Fund may have difficulty selling certain
junk bonds because they may have a thin trading market. The lack of a liquid secondary market may have an adverse effect on the
market price and a Fund’s ability to dispose of particular issues and may also make it more difficult for the Fund to obtain
accurate market quotations in valuing these assets. In the event a Fund experiences an unexpected level of net redemptions, the
Fund could be forced to sell its junk bonds at an unfavorable price. Prices of junk bonds have been found to be less sensitive
to fluctuations in interest rates and more sensitive to adverse economic changes and individual corporate developments than those
of higher-rated debt securities.
U.S. Government Obligations. Each
Fund may invest in U.S. government obligations. Obligations issued or guaranteed by the U.S. Government, its agencies and instrumentalities
include bills, notes and bonds issued by the U.S. Treasury, as well as “stripped” or “zero coupon” U.S.
Treasury obligations representing future interest or principal payments on U.S. Treasury notes or bonds. Stripped securities are
sold at a discount to their “face value,” and may exhibit greater price volatility than interest-bearing securities
because investors receive no payment until maturity. Obligations of certain agencies and instrumentalities of the U.S. Government,
such as the Government National Mortgage Association (“GNMA”), are supported by the full faith and credit of the U.S.
Treasury; others, such as those of the Federal National Mortgage Association (“FNMA”), are supported by the right of
the issuer to borrow from the U.S. Treasury; others, such as those of the former Student Loan Marketing Association (“SLMA”),
are supported by the discretionary authority of the U.S. Government to purchase the agency’s obligations; still others, although
issued by an instrumentality chartered by the U.S. Government, like the Federal Farm Credit Bureau (“FFCB”), are supported
only by the credit of the instrumentality. The U.S. Government may choose not to provide financial support to U.S. Government-sponsored
agencies or instrumentalities if it is not legally obligated to do so, in which case, if the issuer were to default, the Funds
holding securities of such issuer might not be able to recover their investment from the U.S. Government.
Mortgage-Backed and Asset-Backed Securities.
Each Fund may invest in mortgage-backed and asset- backed securities. Mortgage-backed securities (“MBS”) are mortgage-related
securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, or issued by nongovernment entities.
Mortgage-related securities represent pools of mortgage loans assembled for sale to investors by various government agencies such
as Government National Mortgage Association (“GNMA”) and government-related organizations such as Federal National
Mortgage Association (“FNMA”) and the Federal Home Loan Mortgage Corporation (“FHLMC”), as well as by nongovernment
issuers such as commercial banks, savings and loan institutions, mortgage bankers and private mortgage insurance companies. Although
certain mortgage-related securities are guaranteed by a third party or otherwise similarly secured, the market value of the security,
which may fluctuate, is not so secured.
There are a number of important differences
among the agencies and instrumentalities of the U.S. Government that issue mortgage-related securities and among the securities
they issue. Mortgage-related securities issued by GNMA include GNMA Mortgage Pass-Through Certificates (also known as “Ginnie
Maes”), which are guaranteed as to the timely payment of principal and interest. That guarantee is backed by the full faith
and credit of the U.S. Treasury. GNMA is a corporation wholly owned by the U.S. Government within the Department of Housing and
Urban Development. Mortgage-related securities issued by FNMA include FNMA Guaranteed Mortgage Pass-Through Certificates (also
known as “Fannie Maes”) and are guaranteed as to payment of principal and interest by FNMA itself and backed by a line
of credit with the U.S. Treasury. FNMA is a government-sponsored entity wholly owned by public stockholders. Mortgage-related securities
issued by FHLMC include FHLMC Mortgage Participation Certificates (also known as “Freddie Macs”) guaranteed as to payment
of principal and interest by FHLMC itself and backed by a line of credit with the U.S. Treasury. FHLMC is a government-sponsored
entity wholly owned by public stockholders.
On September 7, 2008, the U.S. Treasury announced
a federal takeover of FNMA and FHLMC, placing the two federal instrumentalities in conservatorship. Under the takeover, the U.S.
Treasury agreed to acquire $1 billion of senior preferred stock of each instrumentality and obtained warrants for the purchase
of common stock of each instrumentality. Under these Senior Preferred Stock Purchase Agreements (SPAs), the U.S. Treasury has pledged
to provide up to $100 billion per instrumentality as needed, including the contribution of cash capital to the instrumentalities
in the event their liabilities exceed their assets. On May 6, 2009, the U.S. Treasury increased its maximum commitment to each
instrumentality under the SPAs to $200 billion per instrumentality. On December 24, 2009, the U.S. Treasury further amended the
SPAs to allow the cap on Treasury’s funding commitment to increase as necessary to accommodate any cumulative reduction in
FNMA’s and FHLMC’s net worth through the end of 2012. On August 17, 2012, the U.S. Treasury announced that it was again
amending the SPAs to terminate the requirement that FNMA and FHLMC each pay a 10% dividend annually on all amounts received under
the funding commitment. Instead, they will transfer to the U.S. Treasury on a quarterly basis all profits earned during a quarter
that exceed a capital reserve amount of $3 billion. This amendment improved the ability of FNMA and FHLMC to service their debt.
At the start of 2013, the unlimited support the U.S. Treasury extended to the two companies expired – FNMA’s bailout
is capped at $125 billion and FHLMC has a limit of $149 billion.
The actions of the U.S. Treasury are intended
to ensure that FNMA and FHLMC maintain a positive net worth and meet their financial obligations preventing mandatory triggering
of receivership. No assurance can be given that the U.S. Treasury initiatives will be successful.
In the basic mortgage pass-through structure,
mortgages with similar issuer, term and coupon characteristics are collected and aggregated into a “pool” consisting
of multiple mortgage loans. The pool is assigned a CUSIP number and undivided interests in the pool are traded and sold as pass-through
securities. The holder of the security is entitled to a pro rata share of principal and interest payments (including unscheduled
prepayments) from the pool of mortgage loans.
An investment in a specific pool of pass-through
securities requires an analysis of the specific prepayment risk of mortgages within the covered pool (since mortgagors typically
have the option to prepay their loans). The level of prepayments on a pool of mortgage securities is difficult to predict and can
impact the subsequent cash flows and value of the mortgage pool. In addition, when trading specific mortgage pools, precise execution,
delivery and settlement arrangements must be negotiated for each transaction. These factors combine to make trading in mortgage
pools somewhat cumbersome.
For the foregoing and other reasons, each Fund
may seek to obtain exposure to U.S. agency mortgage pass-through securities primarily through the use of “to-be-announced”
or “TBA transactions.” “TBA” refers to a commonly used mechanism for the forward settlement of U.S. agency
mortgage pass-through securities, and not to a separate type of mortgage-backed security. Most transactions in mortgage pass-through
securities occur through the use of TBA transactions. TBA transactions generally are conducted in accordance with widely-accepted
guidelines which establish commonly observed terms and conditions for execution, settlement and delivery. In a TBA transaction,
the buyer and seller decide on general trade parameters, such as agency, settlement date, par amount, and price. The actual pools
delivered generally are determined two days prior to settlement date.
Default by or bankruptcy of a counterparty
to a TBA transaction would expose a Fund to possible loss because of adverse market action, expenses or delays in connection with
the purchase or sale of the pools of mortgage pass-through securities specified in the TBA transaction. To minimize this risk,
a Fund will enter into TBA transactions only with established counterparties (such as major broker-dealers) and its Sub-Adviser
will monitor the creditworthiness of such counterparties. In addition, a Fund may accept assignments of TBA transactions from Authorized
Participants (as defined below) from time to time. A Fund’s use of “TBA rolls” may cause the Fund to experience
higher portfolio turnover, higher transaction costs and to pay higher capital gain distributions to shareholders (which may be
taxable) than other funds.
Each Fund intends to invest cash pending settlement
of any TBA transactions in money market instruments, repurchase agreements, commercial paper (including asset-backed commercial
paper) or other high-quality, liquid short-term instruments, which may include money market funds affiliated with the Adviser or
Sub-Adviser.
Other asset-backed securities are structured
like MBS, but instead of mortgage loans or interests in mortgage loans, the underlying assets may include items such as motor vehicle
installment sales or installment loan contracts, leases of various types of real and personal property, and receivables from credit
card agreements and from sales of personal property. Asset-backed securities typically have no U.S. Government backing. Additionally,
the ability of an issuer of asset-backed securities to enforce its security interest in the underlying assets may be limited.
If the Fund purchases a mortgage-backed or
other asset-backed security at a premium, that portion may be lost if there is a decline in the market value of the security whether
resulting from changes in interest rates or prepayments in the underlying collateral. As with other interest-bearing securities,
the prices of such securities are inversely affected by changes in interest rates. Although the value of a mortgage-backed or other
asset-backed security may decline when interest rates rise, the converse is not necessarily true, since in periods of declining
interest rates the mortgages and loans underlying the securities are prone to prepayment, thereby shortening the average life of
the security and shortening the period of time over which income at the higher rate is received. When interest rates are rising,
the rate of prepayment tends to decrease, thereby lengthening the period of time over which income at the lower rate is received.
For these and other reasons, a mortgage-backed or other asset-backed security’s average maturity may be shortened or lengthened
as a result of interest rate fluctuations and, therefore, it is not possible to predict accurately the security’s return.
Risks of Mortgage-Related Securities. Investment
in MBS poses several risks, including prepayment, market and credit risk. Prepayment risk reflects the risk that borrowers may
prepay their mortgages faster than expected, thereby affecting the investment’s average life and perhaps its yield. Whether
or not a mortgage loan is prepaid is almost entirely controlled by the borrower. Borrowers are most likely to exercise prepayment
options at the time when it is least advantageous to investors, generally prepaying mortgages as interest rates fall, and slowing
payments as interest rates rise. Beside the effect of prevailing interest rates, the rate of prepayment and refinancing of mortgages
may also be affected by home value appreciation, ease of the refinancing process and local economic conditions.
Market risk reflects the risk that the price
of the security may fluctuate over time. The price of MBS may be particularly sensitive to prevailing interest rates, the length
of time the security is expected to be outstanding and the liquidity of the issuer. In a period of unstable interest rates, or
under a variety of other circumstances, there may be decreased demand for certain types of MBS, and a Fund invested in such securities
wishing to sell them may find it difficult to find a buyer, which may in turn decrease the price at which they may be sold.
Credit risk reflects the risk that a Fund may
not receive all or part of its principal because the issuer or credit enhancer has defaulted on its obligations. Obligations issued
by U.S. Government-related entities are guaranteed as to the payment of principal and interest, but are not backed by the full
faith and credit of the U.S. Government except to the extent previously described. The performance of private label MBS, issued
by private institutions, is based on the financial health of those institutions. With respect to GNMA certificates, although GNMA
guarantees timely payment even if homeowners delay or default, tracking the “pass-through” payments may, at times,
be difficult.
Municipal Securities. Each Fund may
invest in securities issued by states, municipalities and other political subdivisions, agencies, authorities and instrumentalities
of states and multi-state agencies or authorities. Municipal securities share the attributes of debt/fixed income securities in
general, but are generally issued by states, municipalities and other political subdivisions, agencies, authorities and instrumentalities
of states and multi-state agencies or authorities. The municipal securities which a Fund may purchase include general obligation
bonds and limited obligation bonds (or revenue bonds), including industrial development bonds issued pursuant to former federal
tax law. General obligation bonds are obligations involving the credit of an issuer possessing taxing power and are payable from
such issuer’s general revenues and not from any particular source. Limited obligation bonds are payable only from the revenues
derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise or other specific
revenue source. Tax-exempt industrial development bonds generally are also revenue bonds and thus are not payable from the issuer’s
general revenues. The credit and quality of industrial development bonds are usually related to the credit of the corporate user
of the facilities. Payment of interest on and repayment of principal of such bonds is the responsibility of the corporate user
(and/or any guarantor). In addition, the Fund may invest in lease obligations. Lease obligations may take the form of a lease or
an installment purchase contract issued by public authorities to acquire a wide variety of equipment and facilities.
Bank Instruments. Each Fund may
invest in certificates of deposit (“CDs”), time deposits and bankers’ acceptances from U.S. banks. A bankers’
acceptance is a bill of exchange or time draft drawn on and accepted by a commercial bank. A CD is a negotiable interest-bearing
instrument with a specific maturity. CDs are issued by banks and savings and loan institutions in exchange for the deposit of funds
and normally can be traded in the secondary market prior to maturity. A time deposit is a nonnegotiable receipt issued by a bank
in exchange for the deposit of funds. Like a CD, it earns a specified rate of interest over a definite period of time; however,
it cannot be traded in the secondary market.
Participation Interests. Each
Fund may purchase participations in corporate loans. Participation interests generally will be acquired from a commercial bank
or other financial institution (a “Lender”) or from other holders of a participation interest (a “Participant”).
The purchase of a participation interest either from a Lender or a Participant will not result in any direct contractual relationship
with the borrowing company (the “Borrower”). The Fund generally will have no right directly to enforce compliance by
the Borrower with the terms of the credit agreement. Instead, the Fund will be required to rely on the Lender or the Participant
that sold the participation interest, both for the enforcement of the Fund’s rights against the Borrower and for the receipt
and processing of payments due to the Fund under the loans. Under the terms of a participation interest, the Fund may be regarded
as a member of the Participant, and thus the Fund is subject to the credit risk of both the Borrower and a Participant. Participation
interests are generally subject to restrictions on resale. Generally, the Fund considers participation interests to be illiquid
and therefore subject to the Fund’s percentage limitations for investments in illiquid securities.
Commercial Instruments. Each
Fund may invest in commercial interests, including commercial paper and other short-term corporate instruments. Commercial paper
consists of short-term promissory notes issued by corporations. Commercial paper may be traded in the secondary market after its
issuance.
Variable or Floating Rate Instruments.
Each Fund may invest in securities that have variable or floating interest rates which are readjusted on set dates (such as
the last day of the month or calendar quarter) in the case of variable rates or whenever a specified interest rate change occurs
in the case of a floating rate instrument. Variable or floating interest rates generally reduce changes in the market price of
securities from their original purchase price because, upon readjustment, such rates approximate market rates. Accordingly, as
interest rates decrease or increase, the potential for capital appreciation or depreciation is less for variable or floating rate
securities than for fixed rate obligations. Many securities with variable or floating interest rates purchased by a Fund are subject
to payment of principal and accrued interest (usually within seven days) on the Fund’s demand. The terms of such demand instruments
require payment of principal and accrued interest by the issuer, a guarantor and/or a liquidity provider. The Adviser will monitor
the pricing, quality and liquidity of the variable or floating rate securities held by each Fund.
The Funds' investments, payment obligations
and financing terms may be based on floating rates, such as London Interbank Offer Rate (“LIBOR”), EURIBOR and other
similar types of reference rates (each, a “Reference Rate”). On July 27, 2017, the Chief Executive of the U.K. Financial
Conduct Authority (“FCA”) which regulates LIBOR, announced that the FCA will no longer persuade nor compel banks to
submit rates for the calculation of LIBOR and certain other Reference Rates after 2021. Such announcement indicates that the continuation
of LIBOR and other Reference Rates on the current basis cannot and will not be guaranteed after 2021. This announcement and any
additional regulatory or market changes may have an adverse impact on a Fund's investments, performance or financial condition.
Until then, the Funds may continue to invest in instruments that reference such rates or otherwise use such Reference Rates due
to favorable liquidity or pricing.
In advance of 2021, regulators and market participants
will work together to identify or develop successor Reference Rates and how the calculation of associated spreads (if any) should
be adjusted. Additionally, prior to 2021, it is expected that industry trade associations and participants will focus on the transition
mechanisms by which the Reference Rates and spreads (if any) in existing contracts or instruments may be amended, whether through
market-wide protocols, fallback contractual provisions, bespoke negotiations or amendments or otherwise. Nonetheless, the termination
of certain Reference Rates presents risks to the Funds. At this time, it is not possible to exhaustively identify or predict the
effect of any such changes, any establishment of alternative Reference Rates or any other reforms to Reference Rates that may be
enacted in the United Kingdom or elsewhere. The elimination of a Reference Rate or any other changes or reforms to the determination
or supervision of Reference Rates could have an adverse impact on the market for or value of any securities or payments linked
to those Reference Rates and other financial obligations held by a Fund or on its overall financial condition or results of operations.
In addition, any substitute Reference Rate and any pricing adjustments imposed by a regulator or by counterparties or otherwise
may adversely affect a Fund's performance and/or NAV.
Zero-Coupon and Pay-in-Kind Securities.
Each Fund may invest in zero-coupon or pay-in-kind securities. These securities are debt securities that do not make regular
cash interest payments. Zero-coupon securities are sold at a deep discount to their face value. Pay-in-kind securities pay interest
through the issuance of additional securities. Because zero-coupon and pay-in-kind securities do not pay current cash income, the
price of these securities can be volatile when interest rates fluctuate. While these securities do not pay current cash income,
federal tax law requires the holders of zero-coupon and pay-in-kind securities to include in income each year the portion of the
original issue discount (or deemed discount) and other non-cash income on such securities accrued during that year. In order to
qualify as a “regulated investment company” under the Internal Revenue Code of 1986, as amended (the “Code”),
and to avoid certain excise taxes, a Fund may be required to distribute a portion of such discount and income and may be required
to dispose of other portfolio securities, which could occur during periods of adverse market prices, in order to generate sufficient
cash to meet these distribution requirements.
Delayed Delivery Transactions. Each
Fund may use delayed delivery transactions as an investment technique. Delayed delivery transactions, also referred to as forward
commitments, involve commitments by a Fund to dealers or issuers to acquire or sell securities at a specified future date beyond
the customary settlement for such securities. These commitments may fix the payment price and interest rate to be received or paid
on the investment. A Fund may purchase securities on a delayed delivery basis to the extent that it can anticipate having available
cash on the settlement date. Delayed delivery agreements will not be used as a speculative or leverage technique.
Investment in securities on a delayed delivery
basis may increase a Fund’s exposure to market fluctuation and may increase the possibility that the Fund will incur short-term
gains subject to federal taxation or short-term losses if the Fund must engage in portfolio transactions in order to honor a delayed
delivery commitment. Until the settlement date, a Fund will segregate liquid assets of a dollar value sufficient at all times to
make payment for the delayed delivery transactions. Such segregated liquid assets will be marked-to-market daily, and the amount
segregated will be increased if necessary to maintain adequate coverage of the delayed delivery commitments.
The delayed delivery securities, which will
not begin to accrue interest or dividends until the settlement date, will be recorded as an asset of a Fund and will be subject
to the risk of market fluctuation. The purchase price of the delayed delivery securities is a liability of the Fund until settlement.
A Fund may enter into buy/sell back transactions (a form of delayed delivery agreement). In a buy/sell back transaction, a Fund
enters a trade to sell securities at one price and simultaneously enters a trade to buy the same securities at another price for
settlement at a future date.
When-Issued Securities. Each
Fund may purchase when-issued securities. Purchasing securities on a “when-issued” basis means that the date for delivery
of and payment for the securities is not fixed at the date of purchase, but is set after the securities are issued. The payment
obligation and, if applicable, the interest rate that will be received on the securities are fixed at the time the buyer enters
into the commitment. A Fund will only make commitments to purchase such securities with the intention of actually acquiring such
securities, but the Fund may sell these securities before the settlement date if it is deemed advisable.
Securities purchased on a when-issued basis
and the securities held in a Fund’s portfolio are subject to changes in market value based upon the public’s perception
of the creditworthiness of the issuer and, if applicable, the changes in the level of interest rates. Therefore, if a Fund is to
remain substantially fully invested at the same time that it has purchased securities on a when-issued basis, there will be a possibility
that the market value of the Fund’s assets will fluctuate to a greater degree. Furthermore, when the time comes for a Fund
to meet its obligations under when-issued commitments, the Fund will do so by using then available cash flow, by sale of the segregated
liquid assets, by sale of other securities, or although it would not normally expect to do so, by directing the sale of when-issued
securities themselves (which may have a market value greater or less than the Fund’s payment obligation).
Investment in securities on a when-issued basis
may increase a Fund’s exposure to market fluctuation and may increase the possibility that the Fund will incur short-term
gains subject to federal taxation or short-term losses if the Fund must sell another security in order to honor a when-issued commitment.
Each Fund will employ techniques designed to reduce such risks. If a Fund purchases a when-issued security, the Fund will segregate
liquid assets in an amount equal to the when-issued commitment. If the market value of such segregated assets declines, additional
liquid assets will be segregated on a daily basis so that the market value of the segregated assets will equal the amount of the
Fund’s when-issued commitments.
Rule 144A Securities. Each Fund
may invest in Rule 144A securities. Rule 144A securities are securities which, while privately placed, are eligible for purchase
and resale pursuant to Rule 144A under the Securities Act. This rule permits certain qualified institutional buyers, such as a
Fund, to trade in privately placed securities even though such securities are not registered under the Securities Act. As set forth
under “Illiquid Securities”, a Fund may invest up to an aggregate amount of 15% of its net assets in illiquid securities
which may include Rule 144A securities. A Fund’s Sub-Adviser, under supervision of the Board, will consider whether securities
purchased under Rule 144A are illiquid and thus subject to the Fund’s restriction on illiquid securities. In making this
determination, the Sub-Adviser will consider the trading markets for the specific security taking into account the unregistered
nature of a Rule 144A security. In addition, the Sub-Adviser could consider the (i) frequency of trades and quotes; (ii) number
of dealers and potential purchasers; (iii) dealer undertakings to make a market; and (iv) nature of the security and of market
place trades (for example, the time needed to dispose of the security, the method of soliciting offers and the mechanics of transfer).
A Fund’s Sub-Adviser will also monitor the liquidity of Rule 144A securities, and if, as a result of changed conditions,
the Sub-Adviser determines that a Rule 144A security is no longer liquid, the Sub-Adviser will review the Fund’s holdings
of illiquid securities to determine what, if any, action is required to assure that the Fund complies with its restriction on investment
of illiquid securities. Investing in Rule 144A securities could increase the amount of a Fund’s investments in illiquid securities
if qualified institutional buyers are unwilling to purchase such securities.
Strategies Specific to the RIGS Fund,
the RFUN Fund, the RFCI Fund, the RFDA Fund and the RFFC Fund
Convertible Securities. Each
Fund may invest in convertible securities. Convertible securities include bonds, debentures, notes, preferred stocks and other
securities that may be converted into a prescribed amount of common stock or other equity securities at a specified price and time.
The holder of convertible securities is entitled to receive interest paid or accrued on debt, or dividends paid or accrued on preferred
stock, until the security matures or is converted. The value of a convertible security depends on interest rates, the yield of
similar nonconvertible securities, the financial strength of the issuer and the seniority of the security in the issuer’s
capital structure. Convertible securities may be illiquid and may be required to convert at a time and at a price that is unfavorable
to a Fund. To the extent that a Fund invests in convertible securities with credit ratings below investment grade, such securities
may have a higher likelihood of default, although this may be somewhat offset by the convertibility feature.
Preferred Stock. Each Fund may
invest in preferred stock. Preferred stock, unlike common stock, often offers a stated dividend rate payable from a corporation’s
earnings. If interest rates rise, the fixed dividend on preferred stocks may be less attractive, causing the price of preferred
stocks to decline. Preferred stock may have mandatory sinking fund provisions, as well as call/redemption provisions prior to maturity,
a negative feature when interest rates decline. Dividends on some preferred stock may be “cumulative,” requiring all
or a portion of prior unpaid dividends to be paid before dividends are paid on the issuer’s common stock. Preferred stock
also generally has a preference over common stock on the distribution of a corporation’s assets in the event of liquidation
of the corporation, and may be “participating,” which means that it may be entitled to a dividend exceeding the stated
dividend in certain cases. In some cases an issuer may offer auction rate preferred stock, which means that the dividend to be
paid is set by auction and will often be reset at stated intervals. The rights of preferred stocks on the distribution of a corporation’s
assets in the event of a liquidation are generally subordinate to the rights associated with a corporation’s debt securities.
INFORMATION ABOUT THE INDEX PROVIDERS AND
DISCLAIMERS
Index Providers. Set forth below is
a list of the Funds (except for the RIGS Fund, the RFCI Fund, the RFUN Fund, the RFDA Fund and the RFFC Fund, which are actively
managed and do not track an index) and the Underlying Index upon which such Fund is based.
Fund
|
Underlying
Index
|
ALPS REIT Dividend Dogs ETF*
|
S-Network®
REIT Dividend Dogs Index
|
ALPS Equal Sector Weight
ETF
|
NYSE® Equal
Sector Weight Index
|
Alerian MLP ETF
|
Alerian MLP Infrastructure
Index
|
ALPS Sector Dividend Dogs
ETF
|
S-Network®
Sector Dividend Dogs Index
|
Barron’s 400SM
ETF
|
Barron’s 400SM
Index
|
ALPS International Sector
Dividend Dogs ETF
|
S-Network® International
Sector Dividend Dogs Index
|
Alerian Energy Infrastructure
ETF
|
Alerian Midstream Energy
Select Index
|
ALPS Emerging Sector Dividend
Dogs ETF
|
S-Network®
Emerging Sector Dividend Dogs Index
|
ALPS Medical Breakthroughs
ETF
|
S-Network® Medical Breakthroughs
Index
|
ALPS Disruptive Technologies ETF
|
Indxx Disruptive Technologies Index
|
ALPS Clean Energy ETF
|
CIBC Atlas Clean Energy Index
|
|
*
|
Effective January
2, 2020, Cohen & Steers Global Realty Majors ETF (Ticker: GRI) changed its name to
the ALPS REIT Dividend Dogs ETF (Ticker: RDOG).
|
THE RDOG FUND
S-Network®
Global Indexes, Inc. (the “Index Provider”) was founded in 1997 to serve as a
consultancy to the financial services industry. Since its founding, the Index Provider has specialized in indexes, indexation
and index-based products, including ETFs. The Index Provider is not affiliated with the Trust, the Adviser or the Distributor.
The Adviser has entered into a license agreement with the Index Provider to use the Underlying Index. The Adviser pays licensing
fees to the Index Provider from the Adviser’s own resources.
THE FUND IS NOT SPONSORED, MANAGED OR ADVISED
BY S-NETWORK® GLOBAL INDEXES, INC. (“INDEX PROVIDER”). THE INDEX PROVIDER MAKES NO REPRESENTATION OR
WARRANTY, EXPRESS OR IMPLIED, TO THE SHAREHOLDERS OF THE FUND OR ANY MEMBER OF THE PUBLIC REGARDING THE ADVISABILITY OF INVESTING
IN SECURITIES GENERALLY OR IN THE FUND PARTICULARLY OR THE ABILITY OF THE S-NETWORK® REIT DIVIDEND DOGS INDEX TO
TRACK PERFORMANCE OF A MARKET OR SECTOR. THE INDEX PROVIDER’S ONLY RELATIONSHIP TO ALPS IS IN RELATION TO THE LICENSING
OF CERTAIN TRADEMARKS AND TRADE NAMES OF THE INDEX PROVIDER AND OF ONE OR MORE THE INDEX PROVIDER’S INDEXES, INCLUDING THE
S-NETWORK® REIT DIVIDEND DOGS INDEX WHICH IS DETERMINED, COMPOSED AND CALCULATED BY THE INDEX PROVIDER WITHOUT
REGARD TO ALPS OR THE FUND. THE INDEX PROVIDER HAS NO OBLIGATION TO TAKE THE NEEDS OF ALPS, THE FUND OR THE FUND SHAREHOLDERS
INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING S-NETWORK® REIT DIVIDEND DOGS INDEX. THE INDEX PROVIDER
IS NOT RESPONSIBLE FOR AND HAS NOT PARTICIPATED IN THE TIMING OF THE ISSUANCE OR SALE OF FUND SHARES OR IN THE DETERMINATION OR
CALCULATION OF THE VALUATION OF THE FUND’S ASSETS. THE INDEX PROVIDER HAS NO OBLIGATION OR LIABILITY IN CONNECTION WITH
THE ADMINISTRATION, MARKETING OR PORTFOLIO MANAGEMENT OF THE FUND.
THE INDEX PROVIDER DOES NOT GUARANTEE
THE ACCURACY AND/OR THE COMPLETENESS OF THE S-NETWORK® REIT DIVIDEND DOGS INDEX OR ANY DATA INCLUDED THEREIN AND
THE INDEX PROVIDER SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. THE INDEX PROVIDER MAKES NO WARRANTY,
EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY ALPS, THE FUND, FUND SHAREHOLDERS, OR ANY OTHER PERSON OR ENTITY FROM THE
USE OF THE S-NETWORK REIT DIVIDEND DOGS INDEX OR ANY DATA INCLUDED THEREIN. THE INDEX PROVIDER MAKES NO EXPRESS OR IMPLIED WARRANTIES,
AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF USE WITH RESPECT TO THE S-NETWORK®
REIT DIVIDEND DOGS INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL THE INDEX
PROVIDER HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) RESULTING FROM
THE USE OF THE S-NETWORK REIT DIVIDEND DOGS INDEX OR ANY DATA INCLUDED THEREIN, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
The Adviser does not guarantee the accuracy
and/or the completeness of the Underlying Index or any data included therein, and the Adviser shall have no liability for any
errors, omissions or interruptions therein. The Adviser makes no warranty, express or implied, as to results to be obtained by
the Fund, owners of the Shares of the Fund or any other person or entity from the use of the Underlying Index or any data included
therein. The Adviser makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness
for a particular purpose or use with respect to the Underlying Index or any data included therein. Without limiting any of the
foregoing, in no event shall the Adviser have any liability for any special, punitive, direct, indirect or consequential damages
(including lost profits) arising out of matters relating to the use of the Underlying Index even if notified of the possibility
of such damages.
THE EQL FUND
ICE Data Indices, LLC (the “Index Provider”)
is not affiliated with the ALPS Equal Sector Weight ETF (the “Fund”) or ALPS Advisors, Inc. (the “Adviser”).
The Fund is entitled to use the Underlying Index pursuant to a licensing agreement with the Index Provider and the Adviser. The
Adviser pays a licensing fee to the Index Provider out of the management fee.
The only relationship that the Index Provider
has with the Fund, the Adviser or Distributor of the Fund in connection with the Fund is that the Index Provider has licensed certain
of its intellectual property, including the determination of the component stocks of the Underlying Index and the name of the Underlying
Index. The Underlying Index is selected and calculated without regard to the Adviser, Distributor or owners of the Fund. The Index
Provider has no obligation to take the specific needs of the Adviser, Distributor or owners of the Fund into consideration in the
determination and calculation of the Underlying Index. The Index Provider is not responsible for and has not participated in the
determination of pricing or the timing of the issuance or sale of the Shares of the Fund or in the determination or calculation
of the net asset value of the Fund. The Index Provider has no obligation or liability in connection with the administration or
trading of the Fund.
NYSE® Equal Sector Weight
Index is a service mark of ICE Data Indices, LLC or its affiliates (“ICE Data”) and
has been licensed for use by the Adviser in connection with the Fund. Neither the Trust nor the Fund is sponsored, endorsed, sold
or promoted by ICE Data. ICE Data makes no representations or warranties regarding the Adviser or the Fund or the ability of the
NYSE® Equal Sector Weight Index to track general stock market performance.
ICE DATA
MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE WITH RESPECT TO THE NYSE® EQUAL SECTOR WEIGHT INDEX OR ANY DATA
INCLUDED THEREIN. IN NO EVENT SHALL ICE
DATA HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE,
INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
The Adviser does not guarantee the accuracy
and/or the completeness of the Underlying Index or any data included therein, and the Adviser shall have no liability for any errors,
omissions or interruptions therein. The Adviser makes no warranty, express or implied, as to results to be obtained by the Fund,
owners of the Shares of the Fund or any other person or entity from the use of the Underlying Index or any data included therein.
The Adviser makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness for a
particular purpose or use with respect to the Underlying Index or any data included therein. Without limiting any of the foregoing,
in no event shall the Adviser have any liability for any special, punitive, direct, indirect or consequential damages (including
lost profits) arising out of matters relating to the use of the Underlying Index even if notified of the possibility of such damages.
THE AMLP FUND
Alerian is the index provider for the Fund
(the “Index Provider”). Alerian equips investors to make informed decisions about energy infrastructure and Master
Limited Partnerships (MLPs). Its benchmarks are widely used by industry executives, investment professionals, research analysts,
and national media to analyze relative performance. Alerian has entered into an index licensing agreement (the “Licensing
Agreement”) with the Adviser to allow the Adviser’s use of the Index for the operation of the Fund. The Adviser pays
licensing fees to Alerian from the Adviser’s management fees or other resources. The Adviser has, in turn, entered into a
sub-licensing agreement (the “Sub-Licensing Agreement”) with the Trust to allow the Fund to utilize the Index. The
Fund pays no fees to Alerian or the Adviser under the Sub-Licensing Agreement.
Alerian uses a rules-based methodology (the “Index Methodology”)
to construct and maintain the Index. The Index and the Index Methodology, including a list of the component securities of the Index,
can be found on the Index Provider’s website at www.alerian.com.
Shares of the Fund are not issued, sponsored,
endorsed, sold or promoted by Alerian (“Licensor”) or its affiliates. Licensor makes no representation or warranty,
express or implied, to the owners of the Fund or any member of the public regarding the advisability of investing in securities
generally or in the Fund particularly or the ability of the Alerian MLP Infrastructure Index (“Index”) to track general
market performance. Licensor’s only relationship to the Licensee is the licensing of the Index which is determined, composed
and calculated by Licensor without regard to the Licensee or the Fund. Licensor has no obligation to take the needs of the Licensee
or the owners of the Fund into consideration in determining, composing or calculating the Index. Licensor is not responsible for
and has not participated in the determination of the timing of, prices at, or quantities of the Fund to be issued or in the determination
or calculation of the equation by which the Fund is to be converted into cash. Licensor has no obligation or liability in connection
with the issuance, administration, marketing or trading of the Fund and is not responsible for and has not participated in the
determination of pricing or the timing of the issuance or sale of the Shares of the Fund or in the determination or calculation
of the NAV of the relevant Fund. Alerian MLP Infrastructure Index, Alerian MLP Infrastructure Total Return Index, AMZI and AMZIX
are trademarks of GKD Index Partners, LLC and their general use is granted under a license from GKD Index Partners, LLC.
LICENSOR DOES NOT GUARANTEE THE QUALITY, ACCURACY
AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA INCLUDED THEREIN AND SHALL HAVE NO LIABILITY FOR ERRORS OR OMISSIONS OF ANY KIND
RELATED TO THE INDEX OR DATA. LICENSOR MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS
OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS
LICENSED TO LICENSEE OR FOR ANY OTHER USE. LICENSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE INDEX OR ANY DATA INCLUDED THEREIN.
WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL LICENSOR HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL
DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. There are no third party beneficiaries of
any agreements or arrangements between Alerian and Licensee.
The Index is the exclusive property of GKD
Index Partners LLC d/b/a Alerian, which has contracted with S&P Opco, LLC (a subsidiary of S&P Dow Jones Indices LLC) (“S&P
Dow Jones Indices”) to calculate and maintain the Index. S&P® is a registered trademark of Standard & Poor’s
Financial Services LLC (“SPFS”); Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow
Jones”); and these trademarks have been licensed to S&P Dow Jones Indices. “Calculated by S&P Dow Jones Indices”
and its related stylized mark(s) have been licensed for use by Alerian.
The Fund is not sponsored, endorsed, sold or
promoted by S&P Dow Jones Indices, SPFS, Dow Jones or any of their affiliates (collectively, “S&P Dow Jones Indices
Entities”). S&P Dow Jones Indices Entities do not make any representation or warranty, express or implied, to the owners
of the Fund or any member of the public regarding the advisability of investing in securities generally or in the Fund particularly
or the ability of the Index to track general market performance. S&P Dow Jones Indices Entities only relationship to Alerian
with respect to the Index is the licensing of certain trademarks, service marks and trade names of S&P Dow Jones Indices Entities
and for the providing of calculation and maintenance services related to the Index. S&P Dow Jones Indices Entities are not
responsible for and have not participated in the determination of the prices and amount of the Fund or the timing of the issuance
or sale of the Fund or in the determination or calculation of the equation by which the Fund is to be converted into cash. S&P
Dow Jones Indices Entities have no obligation or liability in connection with the administration, marketing or trading of the Fund.
S&P Dow Jones Indices LLC is not an investment advisor. Inclusion of a security within the Index is not a recommendation by
S&P Dow Jones Indices Entities to buy, sell, or hold such security, nor is it considered to be investment advice.
S&P DOW JONES INDICES ENTITIES DO NOT GUARANTEE
THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING
BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES
INDICES ENTITIES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES
INDICES ENTITIES MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR
A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY ALERIAN, OWNERS OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM
THE USE OF THE INDEX OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER
SHALL S&P DOW JONES INDICES ENTITIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING
BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE.
The Adviser does not guarantee the accuracy
and/or the completeness of the Underlying Index or any data included therein, and the Adviser shall have no liability for any errors,
omissions or interruptions therein. The Adviser makes no warranty, express or implied, as to results to be obtained by the Fund,
owners of the Shares of the Fund or any other person or entity from the use of the Underlying Index or any data included therein.
The Adviser makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness for a
particular purpose or use with respect to the Underlying Index or any data included therein. Without limiting any of the foregoing,
in no event shall the Adviser have any liability for any special, punitive, direct, indirect, or consequential damages (including
lost profits) arising out of matters relating to the use of the Underlying Index, even if notified of the possibility of such damages.
THE SDOG FUND
The Fund is not sponsored, endorsed, sold or
promoted by S-Network Global Indexes, Inc. SM (“Licensor”). Licensor makes no representation or warranty,
express or implied, to the owners of the Fund or any member of the public regarding the advisability of investing in securities
generally or in the Fund particularly or the ability of the Underlying Index to track the performance of the physical commodities
market. Licensor’s only relationship to the Licensee is the licensing of certain service marks and trade names of Licensor
and of the Underlying Index that is determined, composed and calculated by Licensor without regard to the Licensee or the Fund.
Licensor has no obligation to take the needs of the Licensee or the owners of the Fund into consideration in determining, composing
or calculating the Underlying Index. Licensor is not responsible for and has not participated in the determination of the timing
of, prices at, or quantities of the Fund to be issued or in the determination or calculation of the equation by which the Fund
is to be converted into cash. Licensor has no obligation or liability in connection with the administration, marketing or trading
of the Fund.
LICENSOR DOES NOT GUARANTEE THE ACCURACY AND/OR
THE COMPLETENESS OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN AND LICENSOR SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS,
OR INTERRUPTIONS THEREIN. LICENSOR MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF THE
FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. LICENSOR MAKES NO EXPRESS
OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH
RESPECT TO THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL LICENSOR
HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF
THE POSSIBILITY OF SUCH DAMAGES.
Standard & Poor’s Custom Indexes
serves as calculation agent for the Index. The Fund is not sponsored, endorsed, sold or promoted by Standard & Poor’s,
a division of The McGraw-Hill Companies, Inc. (“S&P”) or its third party licensors. Neither S&P nor its third
party licensors make any representation or warranty, express or implied, to the owners of the Fund or any member of the public
regarding the advisability of investing in securities generally or in the Fund particularly or the ability of the Underlying Index
to track general stock market performance. S&P’s and its third party licensor’s only relationship to S-Network
Global Indexes, Inc. SM is the licensing of certain trademarks, service marks and trade names of S&P and/or its
third party licensors and for the providing of calculation and maintenance services related to the Underlying Index. Neither S&P
nor its third party licensors is responsible for and has not participated in the determination of the prices and amount of the
Fund or the timing of the issuance or sale of the Fund or in the determination or calculation of the equation by which the Fund
is to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading
of the Fund.
NEITHER S&P, ITS AFFILIATES NOR THEIR THIRD
PARTY LICENSORS GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN
OR ANY COMMUNICATIONS, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATIONS (INCLUDING ELECTRONIC COMMUNICATIONS) WITH
RESPECT THERETO. S&P, ITS AFFILIATES AND THEIR THIRD PARTY LICENSORS SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY
ERRORS, OMISSIONS OR DELAYS THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO ITS TRADEMARKS, THE UNDERLYING INDEX OR ANY DATA INCLUDED
THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P, ITS AFFILIATES OR THEIR THIRD PARTY LICENSORS
BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS,
TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT,
TORT, STRICT LIABILITY OR OTHERWISE.
Standard & Poor’s®, and S&P®
are registered trademarks of The McGraw-Hill Companies, Inc.; “Calculated by S&P Custom Indices” and its related
stylized mark are service marks of The McGraw-Hill Companies, Inc. These marks have been licensed for use by S-Network Global Indexes,
Inc.SM The S&P 500® is the property of Standard and Poor’s Financial Services LLC (“S&P”)
and has been licensed by S&P for use by S-Network Global Indexes LLC in connection with the S-Network Sector Dividend Dogs
(Ticker: SDOGX).
The Adviser does not guarantee the accuracy
and/or the completeness of the Underlying Index or any data included therein, and the Adviser shall have no liability for any errors,
omissions or interruptions therein. The Adviser makes no warranty, express or implied, as to results to be obtained by the Fund,
owners of the Shares of the Fund or any other person or entity from the use of the Underlying Index or any data included therein.
The Adviser makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness for a
particular purpose or use with respect to the Underlying Index or any data included therein. Without limiting any of the foregoing,
in no event shall the Adviser have any liability for any special, punitive, direct, indirect, or consequential damages (including
lost profits) arising out of matters relating to the use of the Underlying Index, even if notified of the possibility of such damages.
THE BFOR FUND
MarketGrader Capital, LLC (the “Index
Provider”) is not affiliated with the Barron’s 400SM ETF or the Adviser. The Fund is entitled to use the
Underlying Index pursuant to a licensing agreement with the Index Provider and the Adviser. The Adviser pays a licensing fee to
the Index Provider out of the management fee.
The Index Provider has entered into a license
agreement with Dow Jones & Company (the “DJ Master License Agreement”) to use the “Barron’s”
name and certain related intellectual property in connection with the Underlying Index. The Index Provider also has entered into
a license and services agreement with its parent company, MarketGrader.com, to use the methodology for constructing the Underlying
Index (the “MG Master License Agreement”). The Index Provider in turn has entered into the Sublicense Agreement with
the Adviser to use the Underlying Index. Pursuant to the Sublicense Agreement, the use of the Underlying Index by the Adviser and
the Fund is subject to the terms of the DJ Master License Agreement and the MG Master License Agreement, which impose certain limitations
and conditions on the Fund’s ability to use the Underlying Index.
“The Barron’s 400 IndexSM”
is calculated and published by MarketGrader Capital LLC (“MarketGrader”). “Barron’s”, “Barron’s
400” and “Barron’s 400 Index” are trademarks or service marks of DJC & Company, Inc. or its affiliates
and have been licensed to MarketGrader and sublicensed for certain purposes by Barron’s 400 Exchange Traded Fund, a sub-fund
of that certain ALPS ETF Trust, a Delaware Statutory Trust (“Sub-Licensee”).
The Barron’s 400SM ETF
(the “Product”) is not sponsored, endorsed, sold or promoted by DJC or its affiliates. DJC and its affiliates make
no representation or warranty, express or implied, to the Licensee or to the owners of the Product(s) or any member of the public
regarding the advisability of trading in the Product(s). DJC and its affiliates’ only relationship to the Licensee is the
licensing of certain trademarks and trade names of DJC. The Barron’s 400 IndexSM is determined, composed and
calculated by MarketGrader without regard DJC. DJC has no obligation to take the needs of the Licensee or the owners of the Product
into consideration in connection with its licensing of the Barron’s 400 IndexSM to MarketGrader or the sublicense
to Licensee. DJC and its affiliates are not responsible for and have not participated in the calculation of the Barron’s
400 Index SM or in the determination of the timing of, prices at, or quantities of the Product to be sold or in the
determination or calculation of the equation by which the Product are to be converted into cash. DJC and its affiliates have no
obligation or liability in connection with the administration, marketing or trading of the Barron’s 400 IndexSM
or the Product.
DOW JONES DOES NOT GUARANTEE THE ACCURACY
AND/OR THE COMPLETENESS OF THE BARRON’S 400 INDEXSM OR ANY DATA INCLUDED THEREIN AND DOW JONES, AND ITS AFFILIATES
SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. DOW JONES AND ITS AFFILIATES MAKE NO WARRANTY, EXPRESS
OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE LICENSEE, OWNERS OF THE PRODUCT(S), OR ANY OTHER PERSON OR ENTITY FROM THE USE
OF THE BARRON’S 400 INDEXSM OR ANY DATA INCLUDED THEREIN. DOW JONES AND ITS AFFILIATES MAKE NO EXPRESS OR IMPLIED
WARRANTIES, AND EXPRESSLY DISCLAIM ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT
TO THE BARRON’S 400 INDEXSM OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT
SHALL DOW JONES OR ITS RESPECTIVE AFFILIATES HAVE ANY LIABILITY FOR ANY LOST PROFITS OR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL
DAMAGES OR LOSSES, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS
OR ARRANGEMENTS BETWEEN MARKETGRADER AND THE LICENSEE, OTHER THAN THE LICENSORS OF MARKETGRADER.
The Adviser does not guarantee the accuracy
and/or the completeness of the Underlying Index or any data included therein, and the Adviser shall have no liability for any errors,
omissions or interruptions therein. The Adviser makes no warranty, express or implied, as to results to be obtained by the Fund,
owners of the Shares of the Fund or any other person or entity from the use of the Underlying Index or any data included therein.
The Adviser makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness for a
particular purpose or use with respect to the Underlying Index or any data included therein. Without limiting any of the foregoing,
in no event shall the Adviser have any liability for any special, punitive, direct, indirect, or consequential damages (including
lost profits) arising out of matters relating to the use of the Underlying Index, even if notified of the possibility of such damages.
THE IDOG FUND
S-Network Global Indexes, Inc. SM
(the “Index Provider”) is not affiliated with the ALPS International Sector Dividend Dogs ETF or the Adviser. The Fund
is entitled to use the Underlying Index pursuant to a licensing agreement with the Index Provider and the Adviser. The Adviser
pays a licensing fee to the Index Provider out of the management fee.
The only relationship that the Index Provider
has with the Fund, the Adviser or Distributor of the Fund in connection with the Fund is that the Index Provider has licensed certain
of its intellectual property, including the determination of the component stocks of the Underlying Index and the name of the Underlying
Index. The Underlying Index is selected and calculated without regard to the Adviser, Distributor or owners of the Fund. The Index
Provider has no obligation to take the specific needs of the Adviser, Distributor or owners of the Fund into consideration in the
determination and calculation of the Underlying Index. The Index Provider is not responsible for and has not participated in the
determination of pricing or the timing of the issuance or sale of the Shares of the Fund or in the determination or calculation
of the net asset value of the Fund. The Index Provider has no obligation or liability in connection with the administration or
trading of the Fund.
Standard & Poor's Custom Indexes serves
as calculation agent for the Underlying Index. The Fund is not sponsored, endorsed, sold or promoted by Standard & Poor’s,
a division of The McGraw-Hill Companies, Inc. (“S&P”) or its third party licensors. Neither S&P nor its third
party licensors make any representation or warranty, express or implied, to the owners of the Fund or any member of the public
regarding the advisability of investing in securities generally or in the Fund particularly or the ability of the Underlying Index
to track general stock market performance. S&P’s and its third party licensor’s only relationship to the Index
Provider is the licensing of certain trademarks, service marks and trade names of S&P and/or its third party licensors and
for the providing of calculation and maintenance services related to the Underlying Index. Neither S&P nor its third party
licensors is responsible for and has not participated in the determination of the prices and amount of the Fund or the timing of
the issuance or sale of the Fund or in the determination or calculation of the equation by which the Fund is to be converted into
cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the Fund.
NEITHER S&P, ITS AFFILIATES NOR THEIR THIRD
PARTY LICENSORS GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE INDEX OR ANY DATA INCLUDED THEREIN OR ANY COMMUNICATIONS,
INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATIONS (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P,
ITS AFFILIATES AND THEIR THIRD PARTY LICENSORS SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS OR DELAYS
THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR
A PARTICULAR PURPOSE OR USE WITH RESPECT TO ITS TRADEMARKS, THE INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P, ITS AFFILIATES OR THEIR THIRD PARTY LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL,
EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.
Standard & Poor’s® and S&P®
are registered trademarks of The McGraw-Hill Companies, Inc.; “Calculated by S&P Custom Indices” and its related
stylized mark are service marks of The McGraw-Hill Companies, Inc. These marks have been licensed for use by the Index Provider.
The Adviser does not guarantee the accuracy and/or the completeness of the Underlying Index or any data included therein, and the
Adviser shall have no liability for any errors, omissions or interruptions therein. The Adviser makes no warranty, express or implied,
as to results to be obtained by the Fund, owners of the Shares of the Fund or any other person or entity from the use of the Underlying
Index or any data included therein. The Adviser makes no express or implied warranties, and expressly disclaims all warranties
of merchantability or fitness for a particular purpose or use with respect to the Underlying Index or any data included therein.
Without limiting any of the foregoing, in no event shall the Adviser have any liability for any special, punitive, direct, indirect,
or consequential damages (including lost profits) arising out of matters relating to the use of the Underlying Index, even if notified
of the possibility of such damages.
THE ENFR FUND
Shares of the Fund are not sponsored, endorsed,
sold, or promoted by Alerian. Alerian makes no representation or warranty, express or implied, to the owners of the Shares of the
Fund or any member of the public regarding the advisability of trading in the product(s). Alerian has no obligation to take the
needs of ALPS Advisors (in its capacity as licensee of the Index, the “Licensee”) or the owners of the Shares of the
Fund into consideration in determining, composing or calculating the Index. Alerian is not responsible for and has not participated
in the determination of the timing of, prices at, or quantities of the Shares of the Fund to be listed or in the determination
or calculation of the equation by which the Shares of the Fund are to be converted into cash. Alerian has no obligation or liability
in connection with the administration, marketing or trading of the Shares of the Fund. Alerian Midstream Energy Select Index, Alerian
Midstream Energy Select Total Return Index, AMEI and AMEIX are trademarks of GKD Index Partners, LLC and their general use is granted
under a license from GKD Index Partners, LLC.
Alerian does not guarantee the accuracy and/or
the completeness of the Index or any data included therein and Alerian shall have no liability for any errors, omissions, or interruptions
therein. Alerian makes no warranty, express or implied, as to results to be obtained by the Licensee, owners of the Shares of the
Fund, or any other person or entity from the use of the Index or any data included therein. Alerian makes no express or implied
warranties, and expressly disclaims all warranties, of merchantability or fitness for a particular purpose or use with respect
to the Index or any data included therein, without limiting any of the foregoing, in no event shall Alerian have any liability
for any lost profits or indirect, punitive, special or consequential damages (including lost profits), even if notified of the
possibility of such damages. There are no third party beneficiaries of any agreements or arrangements between Alerian and Licensee.
The Index is the exclusive property of GKD
Index Partners LLC d/b/a Alerian, which has contracted with S&P Opco, LLC (a subsidiary of S&P Dow Jones Indices LLC) (“S&P
Dow Jones Indices”) to calculate and maintain the Index. S&P® is a registered trademark of Standard & Poor’s
Financial Services LLC (“SPFS”); Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow
Jones”); and these trademarks have been licensed to S&P Dow Jones Indices. “Calculated by S&P Dow Jones Indices”
and its related stylized mark(s) have been licensed for use by Alerian.
The Fund is not sponsored, endorsed, sold or
promoted by S&P Dow Jones Indices, SPFS, Dow Jones or any of their affiliates (collectively, “S&P Dow Jones Indices
Entities”). S&P Dow Jones Indices Entities do not make any representation or warranty, express or implied, to the owners
of the Fund or any member of the public regarding the advisability of investing in securities generally or in the Fund particularly
or the ability of the Index to track general market performance. S&P Dow Jones Indices Entities only relationship to Alerian
with respect to the Index is the licensing of certain trademarks, service marks and trade names of S&P Dow Jones Indices Entities
and for the providing of calculation and maintenance services related to the Index. S&P Dow Jones Indices Entities are not
responsible for and have not participated in the determination of the prices and amount of the Fund or the timing of the issuance
or sale of the Fund or in the determination or calculation of the equation by which the Fund is to be converted into cash. S&P
Dow Jones Indices Entities have no obligation or liability in connection with the administration, marketing or trading of the Fund.
S&P Dow Jones Indices LLC is not an investment advisor. Inclusion of a security within the Index is not a recommendation by
S&P Dow Jones Indices Entities to buy, sell, or hold such security, nor is it considered to be investment advice.
S&P DOW JONES INDICES ENTITIES DO NOT GUARANTEE
THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING
BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES
INDICES ENTITIES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES
INDICES ENTITIES MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR
A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY ALERIAN, OWNERS OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM
THE USE OF THE INDEX OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER
SHALL S&P DOW JONES INDICES ENTITIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING
BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE.
The Adviser does not guarantee the accuracy
and/or the completeness of the Underlying Index or any data included therein, and the Adviser shall have no liability for any errors,
omissions or interruptions therein. The Adviser makes no warranty, express or implied, as to results to be obtained by the Fund,
owners of the Shares of the Fund or any other person or entity from the use of the Underlying Index or any data included therein.
The Adviser makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness for a
particular purpose or use with respect to the Underlying Index or any data included therein. Without limiting any of the foregoing,
in no event shall the Adviser have any liability for any special, punitive, direct, indirect, or consequential damages (including
lost profits) arising out of matters relating to the use of the Underlying Index, even if notified of the possibility of such damages.
THE EDOG FUND
S-Network Global Indexes, Inc. SM
(the “Index Provider”) is not affiliated with the ALPS Emerging Sector Dividend Dogs ETF or the Adviser. The Fund is
entitled to use the Underlying Index pursuant to a licensing agreement with the Index Provider and the Adviser. The Adviser pays
a licensing fee to the Index Provider out of the management fee.
The only relationship that the Index Provider
has with the Fund, the Adviser or Distributor of the Fund in connection with the Fund is that the Index Provider has licensed certain
of its intellectual property, including the determination of the component stocks of the Underlying Index and the name of the Underlying
Index. The Underlying Index is selected and calculated without regard to the Adviser, Distributor or owners of the Fund. The Index
Provider has no obligation to take the specific needs of the Adviser, Distributor or owners of the Fund into consideration in the
determination and calculation of the Underlying Index. The Index Provider is not responsible for and has not participated in the
determination of pricing or the timing of the issuance or sale of the Shares of the Fund or in the determination or calculation
of the net asset value of the Fund. The Index Provider has no obligation or liability in connection with the administration or
trading of the Fund.
Standard & Poor’s Custom Indexes
serves as calculation agent for the Underlying Index. The Fund is not sponsored, endorsed, sold or promoted by Standard & Poor’s,
a division of The McGraw-Hill Companies, Inc. (“S&P”) or its third party licensors. Neither S&P nor its third
party licensors make any representation or warranty, express or implied, to the owners of the Fund or any member of the public
regarding the advisability of investing in securities generally or in the Fund particularly or the ability of the Underlying Index
to track general stock market performance. S&P’s and its third party licensor’s only relationship to the Index
Provider is the licensing of certain trademarks, service marks and trade names of S&P and/or its third party licensors and
for the providing of calculation and maintenance services related to the Underlying Index. Neither S&P nor its third party
licensors is responsible for and has not participated in the determination of the prices and amount of the Fund or the timing of
the issuance or sale of the Fund or in the determination or calculation of the equation by which the Fund is to be converted into
cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the Fund.
NEITHER S&P, ITS AFFILIATES NOR THEIR THIRD
PARTY LICENSORS GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE INDEX OR ANY DATA INCLUDED THEREIN OR ANY COMMUNICATIONS,
INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATIONS (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P,
ITS AFFILIATES AND THEIR THIRD PARTY LICENSORS SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS OR DELAYS
THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR
A PARTICULAR PURPOSE OR USE WITH RESPECT TO ITS TRADEMARKS, THE INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P, ITS AFFILIATES OR THEIR THIRD PARTY LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL,
EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.
Standard & Poor’s® and S&P®
are registered trademarks of The McGraw-Hill Companies, Inc.; “Calculated by S&P Custom Indices” and its related
stylized mark are service marks of The McGraw-Hill Companies, Inc. These marks have been licensed for use by the Index Provider.
The Adviser does not guarantee the accuracy
and/or the completeness of the Underlying Index or any data included therein, and the Adviser shall have no liability for any errors,
omissions or interruptions therein. The Adviser makes no warranty, express or implied, as to results to be obtained by the Fund,
owners of the Shares of the Fund or any other person or entity from the use of the Underlying Index or any data included therein.
The Adviser makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness for a
particular purpose or use with respect to the Underlying Index or any data included therein. Without limiting any of the foregoing,
in no event shall the Adviser have any liability for any special, punitive, direct, indirect, or consequential damages (including
lost profits) arising out of matters relating to the use of the Underlying Index, even if notified of the possibility of such damages.
THE SBIO FUND
The Fund is not sponsored, endorsed, sold or
promoted by S-Network Global Indexes, Inc. SM (“Licensor”). Licensor makes no representation or warranty,
express or implied, to the owners of the Fund or any member of the public regarding the advisability of investing in securities
generally or in the Fund particularly or the ability of the Underlying Index to track the performance of the physical commodities
market. Licensor’s only relationship to the Licensee is the licensing of certain service marks and trade names of Licensor
and of the Underlying Index that is determined, composed and calculated by Licensor without regard to the Licensee or the Fund.
Licensor has no obligation to take the needs of the Licensee or the owners of the Fund into consideration in determining, composing
or calculating the Underlying Index. Licensor is not responsible for and has not participated in the determination of the timing
of, prices at, or quantities of the Fund to be issued or in the determination or calculation of the equation by which the Fund
is to be converted into cash. Licensor has no obligation or liability in connection with the administration, marketing or trading
of the Fund.
LICENSOR DOES NOT GUARANTEE THE ACCURACY AND/OR
THE COMPLETENESS OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN AND LICENSOR SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS,
OR INTERRUPTIONS THEREIN. LICENSOR MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF THE
FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. LICENSOR MAKES NO EXPRESS
OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH
RESPECT TO THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL LICENSOR
HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF
THE POSSIBILITY OF SUCH DAMAGES.
Standard & Poor’s Custom Indexes
serves as calculation agent for the Index. The Fund is not sponsored, endorsed, sold or promoted by Standard & Poor’s,
a division of The McGraw-Hill Companies, Inc. (“S&P”) or its third party licensors. Neither S&P nor its third
party licensors make any representation or warranty, express or implied, to the owners of the Fund or any member of the public
regarding the advisability of investing in securities generally or in the Fund particularly or the ability of the Underlying Index
to track general stock market performance. S&P’s and its third party licensor’s only relationship to S-Network
Global Indexes, Inc. SM is the licensing of certain trademarks, service marks and trade names of S&P and/or its
third party licensors and for the providing of calculation and maintenance services related to the Underlying Index. Neither S&P
nor its third party licensors is responsible for and has not participated in the determination of the prices and amount of the
Fund or the timing of the issuance or sale of the Fund or in the determination or calculation of the equation by which the Fund
is to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading
of the Fund.
NEITHER S&P, ITS AFFILIATES NOR THEIR THIRD
PARTY LICENSORS GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN
OR ANY COMMUNICATIONS, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATIONS (INCLUDING ELECTRONIC COMMUNICATIONS) WITH
RESPECT THERETO. S&P, ITS AFFILIATES AND THEIR THIRD PARTY LICENSORS SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY
ERRORS, OMISSIONS OR DELAYS THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO ITS TRADEMARKS, THE UNDERLYING INDEX OR ANY DATA INCLUDED
THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P, ITS AFFILIATES OR THEIR THIRD PARTY LICENSORS
BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS,
TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT,
TORT, STRICT LIABILITY OR OTHERWISE.
Standard & Poor’s®, and S&P®
are registered trademarks of The McGraw-Hill Companies, Inc.; “Calculated by S&P Custom Indices” and its related
stylized mark are service marks of The McGraw-Hill Companies, Inc. These marks have been licensed for use by S-Network Global Indexes,
Inc. SM
The Adviser does not guarantee the accuracy
and/or the completeness of the Underlying Index or any data included therein, and the Adviser shall have no liability for any errors,
omissions or interruptions therein. The Adviser makes no warranty, express or implied, as to results to be obtained by the Fund,
owners of the Shares of the Fund or any other person or entity from the use of the Underlying Index or any data included therein.
The Adviser makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness for a
particular purpose or use with respect to the Underlying Index or any data included therein. Without limiting any of the foregoing,
in no event shall the Adviser have any liability for any special, punitive, direct, indirect, or consequential damages (including
lost profits) arising out of matters relating to the use of the Underlying Index, even if notified of the possibility of such damages.
THE DTEC FUND
“Indxx” is a service mark of Indxx
and has been licensed for use for certain purposes by the Adviser. The Fund is not sponsored, endorsed, sold or promoted by Indxx.
Indxx makes no representation or warranty, express or implied, to the owners of the Fund or any member of the public regarding
the advisability of investing in securities generally or in the Fund particularly. Indxx has no obligation to take the needs of
the Adviser or the shareholders of the Fund into consideration in determining, composing or calculating the Underlying Index. Indxx
is not responsible for and has not participated in the determination of the timing, amount or pricing of the Fund shares to be
issued or in the determination or calculation of the equation by which the Fund shares are to be converted into cash. Indxx has
no obligation or liability in connection with the administration, marketing or trading of the Fund.
The Adviser does not guarantee the accuracy
and/or the completeness of the Underlying Index or any data included therein, and the Adviser shall have no liability for any errors,
omissions or interruptions therein. The Adviser makes no warranty, express or implied, as to results to be obtained by the Fund,
owners of the Shares of the Fund or any other person or entity from the use of the Underlying Index or any data included therein.
The Adviser makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness for a
particular purpose or use with respect to the Underlying Index or any data included therein. Without limiting any of the foregoing,
in no event shall the Adviser have any liability for any special, punitive, direct, indirect, or consequential damages (including
lost profits) arising out of matters relating to the use of the Underlying Index, even if notified of the possibility of such damages.
THE ACES FUND
CIBC NTC is the designer of the construction
and methodology for the Underlying Index. “CIBC NTC” and “CIBC Atlas Clean Energy Index” are service marks
or trademarks of the Index Provider. CIBC NTC acts as brand licensor for the Underlying Index and is not responsible for the descriptions
of the Fund that appear herein.
The Fund is not sponsored by CIBC NTC or
any of its affiliates. CIBC NTC makes no representation or warranty, express or implied, to the owners of the Fund or any member
of the public regarding the advisability of investing in securities or commodities generally or in the Fund particularly. CIBC
NTC does not guarantee the quality, accuracy or completeness of the Underlying Index or any Underlying Index data included herein
or derived therefrom and assumes no liability in connection with their use. The Underlying Index is determined and composed without
regard to the Adviser or the Fund. CIBC NTC has no obligation to take the needs of the Adviser, the Fund or the shareholders of
the Fund into consideration in determining, composing or calculating the Underlying Index. CIBC NTC is not responsible for and
has not participated in the determination of the timing of, prices at, or quantities of the Fund to be issued or in the determination
or calculation of the equation by which the Fund is to be converted into cash. CIBC NTC has no obligation or liability in connection
with the administration, marketing or trading of the Fund and is not responsible for and has not participated in the determination
of pricing or the timing of the issuance or sale of the Shares of the Fund or in the determination or calculation of the NAV of
the Fund.
CIBC NTC has no obligation or liability
in connection with the administration, marketing or trading of the Fund. CIBC NTC makes no warranty, express or implied, as to
results to be obtained by the Adviser, the Fund, Fund shareholders or any other person or entity from the use of the Underlying
Index or any data included therein. CIBC NTC makes no express or implied warranties, and expressly disclaims all warranties of
merchantability or fitness for a particular purpose or use with respect to the Underlying Index or any data included therein.
Without limiting any of the foregoing, in no event shall CIBC NTC have any liability for any special, punitive, indirect, or consequential
damages (including lost profits) arising out of matters relating to the use of the Underlying Index, even if notified of the possibility
of such damages.
All intellectual property rights in the
Underlying Index vests in CIBC NTC.
The Underlying Index is the property of
CIBC NTC, which has contracted with S&P Opco, LLC (a subsidiary of S&P Dow Jones Indices LLC) to calculate and maintain
the Underlying Index. The Underlying Index is not sponsored by S&P Dow Jones Indices or its affiliates or its third party
licensors (collectively, “S&P Dow Jones Indices”). S&P Dow Jones Indices will not be liable for any errors
or omissions in calculating the Underlying Index. “Calculated by S&P Dow Jones Indices” and the related stylized
mark(s) are service marks of S&P Dow Jones Indices and have been licensed for use by CIBC NTC. S&P® is
a registered trademark of Standard & Poor’s Financial Services LLC (“SPFS”), and Dow Jones®
is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”).
The Fund is not sponsored, endorsed, sold
or promoted by S&P Dow Jones Indices. S&P Dow Jones Indices does not make any representation or warranty, express or implied,
to the owners of the Fund or any member of the public regarding the advisability of investing in securities generally or in the
Fund particularly or the ability of the Underlying Index to track general market performance. S&P Dow Jones Indices’
only relationship to CIBC NTC with respect to the Underlying Index is the licensing of certain trademarks, service marks and trade
names of S&P Dow Jones Indices, and the provision of the calculation services related to the Underlying Index. S&P Dow
Jones Indices is not responsible for and has not participated in the determination of the prices and amount of the Fund or the
timing of the issuance or sale of the Fund or in the determination or calculation of the equation by which the Fund may be converted
into cash or other redemption mechanics. S&P Dow Jones Indices has no obligation or liability in connection with the administration,
marketing or trading of the Fund. S&P Dow Jones Indices LLC is not an investment advisor. Inclusion of a security within the
Underlying Index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security, nor is it investment
advice.
S&P DOW JONES INDICES DOES NOT GUARANTEE
THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE UNDERLYING INDEX OR ANY DATA RELATED THERETO OR ANY COMMUNICATION
WITH RESPECT THERETO, INCLUDING, ORAL, WRITTEN, OR ELECTRONIC COMMUNICATIONS. S&P DOW JONES INDICES SHALL NOT BE SUBJECT TO
ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES MAKES NO EXPRESS OR IMPLIED WARRANTIES,
AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED
BY CIBC NTC, OWNERS OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE UNDERLYING INDEX OR WITH RESPECT TO ANY DATA
RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY
INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES,
LOST TIME, OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY,
OR OTHERWISE.
The Index Provider is not affiliated with
the Trust, the Adviser or ALPS Portfolio Solutions Distributor, Inc. (the “Distributor”). The Index Provider has entered
into a license agreement with the Adviser (the “License Agreement”). The use of the Underlying Index by the Adviser
and the Fund is subject to the terms of the License Agreement, which impose certain limitations and conditions on the Fund’s
ability to use the Underlying Index.
The Adviser does not guarantee the accuracy
and/or the completeness of the Underlying Index or any data included therein, and the Adviser shall have no liability for any
errors, omissions or interruptions therein. The Adviser makes no warranty, express or implied, as to results to be obtained by
the Fund, owners of the Shares of the Fund or any other person or entity from the use of the Underlying Index or any data included
therein. The Adviser makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness
for a particular purpose or use with respect to the Underlying Index or any data included therein. Without limiting any of the
foregoing, in no event shall the Adviser have any liability for any special, punitive, direct, indirect, or consequential damages
(including lost profits) arising out of matters relating to the use of the Underlying Index, even if notified of the possibility
of such damages.
SPECIAL CONSIDERATIONS AND RISKS
A discussion of the risks associated with an
investment in each Fund is contained in the Prospectus. The discussion below supplements, and should be read in conjunction with,
the Prospectus.
GENERAL
Investment in a Fund should be made with an
understanding that the value of the Fund’s portfolio securities may fluctuate in accordance with changes in the financial
condition of the issuers of the portfolio securities, the value of securities generally and other factors.
An investment in a Fund should also be made
with an understanding of the risks inherent in an investment in securities, including the risk that the financial condition of
issuers may become impaired or that the general condition of the securities markets may deteriorate (either of which may cause
a decrease in the value of the portfolio securities and thus in the value of Shares). Securities are susceptible to general market
fluctuations and to volatile increases and decreases in value as market confidence in and perceptions of their issuers change.
These investor perceptions are based on various and unpredictable factors including expectations regarding government, economic,
monetary and fiscal policies, inflation and interest rates, economic expansion or contraction, and global or regional political,
economic and banking crises.
Holders of common stocks incur more risk than
holders of preferred stocks and debt obligations because common stockholders, as owners of the issuer, have generally inferior
rights to receive payments from the issuer in comparison with the rights of creditors of, or holders of debt obligations or preferred
stocks issued by, the issuer. Further, unlike debt securities which typically have a stated principal amount payable at maturity
(whose value, however, will be subject to market fluctuations prior thereto), or preferred stocks which typically have a liquidation
preference and which may have stated optional or mandatory redemption provisions, common stocks have neither a fixed principal
amount nor a maturity. Common stock values are subject to market fluctuations as long as the common stock remains outstanding.
The principal trading market for some of the
securities in an Underlying Index may be in the over-the-counter market. The existence of a liquid trading market for certain securities
may depend on whether dealers will make a market in such securities. There can be no assurance that a market will be made or maintained
or that any such market will be or remain liquid. The price at which securities may be sold and the value of a Fund’s Shares
will be adversely affected if trading markets for the Fund’s portfolio securities are limited or absent or if bid/ask spreads
are wide.
COMMON STOCK RISK
Common stock held by a Fund may fall in value
due to general market and economic conditions (market risk) and in response to the fortunes of individual companies (company risk).
Therefore, the value of an investment in a Fund holding common stock may decrease. The market as a whole can decline for many reasons,
including adverse political or economic developments here or abroad, changes in investor psychology, or heavy institutional selling.
Also, certain unanticipated events, such as natural disasters, terrorist attacks, war, and other geopolitical events, can have
a dramatic adverse effect on stock markets. Changes in the financial condition of a company or other issuer, changes in specific
market, economic, political, and regulatory conditions that affect a particular type of investment or issuer, and changes in general
market, economic, political, and regulatory conditions can adversely affect the price of equity securities. These developments
and changes can affect a single issuer, issuers within a broad market sector, industry or geographic region, or the market in general.
NON-U.S. AND EMERGING MARKETS SECURITIES
A Fund’s return and net asset value may
be significantly affected by political or economic conditions and regulatory requirements in a particular country. Non-U.S. markets,
economies and political systems may be less stable than U.S. markets, and changes in exchange rates of foreign currencies can affect
the value of a Fund’s foreign assets. Non-U.S. laws and accounting standards typically are not as comprehensive as they are
in the U.S. and there may be less public information available about foreign companies. Non-U.S. securities markets may be less
liquid and have fewer transactions than U.S. securities markets. Additionally, international markets may experience delays and
disruptions in securities settlement procedures for a Fund’s portfolio securities. Investments in foreign countries could
be affected by potential difficulties in enforcing contractual obligations and could be subject to extended settlement periods
or restrictions affecting the prompt return of capital to the U.S.
Non-U.S. equity securities can involve additional
risks relating to political, economic or regulatory conditions in foreign countries. Less information may be available about foreign
companies than about domestic companies, and foreign companies generally may not be subject to the same uniform accounting, auditing
and financial reporting standards or to other regulatory practices and requirements comparable to those applicable to domestic
companies.
Investing in emerging market equity securities
can pose some risks different from, and greater than, risks of investing in U.S. or developed markets equity securities. These
risks include: a risk of loss due to political instability; exposure to economic structures that are generally less diverse and
mature, and to political systems which may have less stability than those of more developed countries; smaller market capitalization
of securities markets, which may suffer periods of relative illiquidity; significant price volatility; restrictions on foreign
investment; and possible repatriation of investment income and capital. In addition, foreign investors may be required to register
the proceeds of sales; future economic or political crises could lead to price controls, forced mergers, expropriation or confiscatory
taxation, seizure, nationalization, or creation of government monopolies. The currencies of emerging market countries may experience
significant declines against the U.S. dollar, and devaluation may occur subsequent to investments in these currencies by the Funds.
Emerging market securities may be subject to currency transfer restrictions and may experience delays and disruptions in securities
settlement procedures for a Fund’s portfolio securities. Inflation and rapid fluctuations in inflation rates have had, and
may continue to have, negative effects on the economies and securities markets of certain emerging market countries.
RISKS OF CURRENCY TRANSACTIONS
The RIGS Fund, the RFUN Fund, the RFFC Fund
and the RFCI Fund may, in certain circumstances, attempt to hedge against each Fund’s currency risk by entering into forward
contracts. Hedging a Fund’s currency risks involves the risk of mismatching a Fund’s objectives under a forward or
futures contract with the value of securities denominated in a particular currency. Furthermore, such transactions reduce or preclude
the opportunity for gain if the value of the currency should move in the direction opposite to the position taken. There is an
additional risk to the effect that currency contracts create exposure to currencies in which a Fund’s securities are not
denominated. Unanticipated changes in currency prices may result in poorer overall performance for a Fund than if it had not entered
into such contracts. In addition, certain market conditions may make it impossible or uneconomical to hedge against currency risk.
Certain other Funds invest in non-U.S. securities
and thus may engage in foreign exchange transactions. Foreign exchange transactions involve a significant degree of risk and the
markets in which foreign exchange transactions are effected are highly volatile, highly specialized and highly technical. Significant
changes, including changes in liquidity prices, can occur in such markets within very short periods of time, often within minutes.
Foreign exchange trading risks include, but are not limited to, exchange rate risk, maturity gap, interest rate risk, and potential
interference by foreign governments through regulation of local exchange markets, foreign investment or particular transactions
in foreign currency. If the RIGS Fund. the RFCI Fund, the RFUN Fund, the RFDA Fund and/or the RFFC Fund utilizes foreign exchange
transactions at an inappropriate time or judges market conditions, trends or correlations incorrectly, foreign exchange transactions
may not serve their intended purpose of improving the correlation of the Fund’s return with the performance of its Underlying
Index and may lower a Fund’s return. For Funds other than the RIGS Fund. the RFCI Fund, the RFUN Fund, the RFDA Fund and
the RFFC Fund, if a Fund utilizes foreign exchange transactions at an inappropriate time or judges market conditions, trends or
correlations incorrectly, foreign exchange transactions may not serve their intended purpose of improving the correlation of the
Fund’s return with the performance of its Underlying Index and may lower the Fund’s return. A Fund could experience
losses if the value of its currency forwards, options and futures positions were poorly correlated with its other investments or
if it could not close out its positions because of an illiquid market. In addition, a Fund could incur transaction costs, including
trading commissions, in connection with certain foreign currency transactions.
TAX RISKS
As with any investment, you should consider
how your investment in Shares of a Fund will be taxed. The tax information in the Prospectus and this Statement is provided as
general information. You should consult your own tax professional about the tax consequences of an investment in Shares of a Fund.
CONTINUOUS OFFERING
The method by which Creation Units of Shares
are created and traded may raise certain issues under applicable securities laws. Because new Creation Units of Shares are issued
and sold by the Trust on an ongoing basis, at any point a “distribution,” as such term is used in the Securities Act,
may occur. Broker-dealers and other persons are cautioned that some activities on their part may, depending on the circumstances,
result in their being deemed participants in a distribution in a manner which could render them statutory underwriters and subject
them to the prospectus delivery and liability provisions of the Securities Act. For example, a broker-dealer firm or its client
may be deemed a statutory underwriter if it takes Creation Units after placing an order with the Distributor, breaks them down
into constituent Shares, and sells such Shares directly to customers, or if it chooses to couple the creation of a supply of new
Shares with an active selling effort involving solicitation of secondary market demand for Shares. A determination of whether one
is an underwriter for purposes of the Securities Act must take into account all the facts and circumstances pertaining to the activities
of the broker-dealer or its client in the particular case, and the examples mentioned above should not be considered a complete
description of all the activities that could lead to a categorization as an underwriter.
Broker-dealer firms should also note that dealers
who are not “underwriters” but are effecting transactions in Shares, whether or not participating in the distribution
of Shares, are generally required to deliver a prospectus. This is because the prospectus delivery exemption in Section 4(3) of
the Securities Act is not available 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 a Fund are reminded that under Securities Act Rule 153, 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 a Fund’s prospectus is available at the applicable listing Exchange upon request. The prospectus
delivery mechanism provided in Rule 153 is only available with respect to transactions on an Exchange.
MANAGEMENT
Trustees and Officers
The general supervision of the duties performed
by the Adviser for each Fund under the Investment Advisory Agreement is the responsibility of the Board of Trustees. The Trust
currently has four Trustees. Three Trustees have no affiliation or business connection with the Adviser or any of its affiliated
persons and do not own any stock or other securities issued by the Adviser. These are the “non-interested” or “independent”
Trustees (“Independent Trustees”). The other Trustee (the “Interested Trustee”) is an “interested
person” of the Trust (as defined by the 1940 Act) due to his prior affiliation with the Adviser.
The Independent Trustees of the Trust, their
term of office and length of time served, their principal business occupations during the past five years, the number of portfolios
in the Fund Complex overseen by each Independent Trustee, and other directorships, if any, held by the Trustee are shown below.
Independent Trustees
Name, Address &
Year of Birth*
|
Position(s) Held
with Trust
|
Term of Office
and Length of
Time Served**
|
Principal
Occupation(s)
During Past
5 Years
|
Number of
Portfolios in
Fund Complex
Overseen by
Trustees***
|
Other
Directorships
Held by Trustees
|
Mary K. Anstine, 1940
|
Trustee
|
Since March 2008
|
Ms. Anstine was formerly an Executive Vice President
of First Interstate Bank of Denver until 1994, President/Chief Executive Officer of HealthONE Alliance, Denver, Colorado,
from 1994 to 2004, and has been retired since 2004. Ms. Anstine is also Trustee/Director of the following: AV Hunter Trust
and Colorado Uplift Board. Ms. Anstine was formerly a Director of the Trust Bank of Colorado (later purchased and now known
as Northern Trust Bank), HealthONE and Denver Area Council of the Boy Scouts of America and a member of the American Bankers
Association Trust Executive Committee.
|
33
|
Ms. Anstine is a Trustee of ALPS Variable Investment
Trust (7 funds); Financial Investors Trust (31 funds); Reaves Utility Income Fund; and Segall Bryant & Hamill Trust (14
funds).
|
Jeremy
W. Deems, 1976
|
Trustee
|
Since
March 2008
|
Mr.
Deems is the Co-Founder, Chief Compliance Officer and Chief Financial Officer of Green Alpha Advisors, LLC. Mr. Deems is Co-Portfolio
Manager of the Shelton Green Alpha Fund. Prior to joining Green Alpha Advisors, Mr. Deems was CFO and Treasurer of Forward
Management, LLC, ReFlow Management Co., LLC, ReFlow Fund, LLC, a private investment fund, and Sutton Place Management, LLC,
an administrative services company.
|
33
|
Mr.
Deems is a Trustee of ALPS Variable Investment Trust (7 funds); Financial Investors Trust (31 funds); and Reaves Utility Income
Fund; and Clough Funds Trust (1 fund).
|
Rick
A. Pederson, 1952
|
Trustee
|
Since
March 2008
|
Mr.
Pederson is Partner, Bow River Capital Partners (private equity management), 2003 - present; Board Member, Prosci Inc. (private
business services) 2013-2016; Board Member, Citywide Banks (Colorado community bank) 2014-present; Board Member, Strong-Bridge
Consulting (management consulting) 2015-present; Board Member, IRI/ODMS Holdings LLC, 2017 – present; Director, National
Western Stock Show (not-for-profit organization) 2010 – present; Board Member, History Colorado, 2015 – present;
Trustee, Boettcher Foundation, 2018.
|
17
|
Mr.
Pederson is Trustee of Segall Bryant & Hamill Trust (14 funds) and Principal Real Estate Income Fund (1 fund).
|
|
*
|
The business address of the Trustee
is c/o ALPS Advisors, Inc., 1290 Broadway, Suite 1000, Denver, Colorado 80203.
|
|
**
|
This is the period for which
the Trustee began serving the Trust. Each Trustee serves an indefinite term, until his
successor is elected.
|
|
***
|
The Fund Complex includes all series of the Trust and any other investment companies for which
ALPS Advisors, Inc. provides investment advisory services.
|
The Trustee who is an “interested
person” of the Trust, his term of office and length of time served, his principal business occupations during the past five
years, the number of portfolios in the Fund Complex overseen by the Interested Trustee and the other directorships, if any, held
by the Trustee, are shown below.
Interested Trustee
Name, Address and
Year of Birth of
Interested Trustee*
|
Position(s) Held
with Trust
|
Term of Office
and Length of
Time Served**
|
Principal
Occupation(s)
During Past
5 Years
|
Number of
Portfolios in
Fund Complex
Overseen by
Trustees***
|
Other
Directorships
Held by Trustees
|
Edmund J. Burke, 1961
|
Trustee
|
Since December 2017.
|
Mr. Burke joined ALPS in 1991 and served as the President
and Director of ALPS Holdings, Inc., and ALPS Advisors, Inc. (“AAI”), and Director of ALPS Distributors, Inc.
(“ADI”), ALPS Fund Services, Inc. (“AFS”), and ALPS Portfolio Solutions Distributor, Inc. (“APSD”).
Mr. Burke retired from ALPS in June 2019.
|
28
|
Mr. Burke is a Trustee of Clough Global Dividend and Income
Fund (1 fund); Clough Global Equity Fund (1 fund); Clough Global Opportunities Fund (1 fund); Clough Funds Trust (1 fund);
Liberty All-Star Equity Fund (1 fund); Director of the Liberty All-Star Growth Fund, Inc. (1 fund) and Financial Investors
Trust (31 funds).
|
|
*
|
The business address of the Trustee
is c/o ALPS Advisors, Inc., 1290 Broadway, Suite 1000, Denver, Colorado 80203.
|
|
**
|
This is the period
for which the Trustee began serving the Trust. Each Trustee serves an indefinite term,
until his successor is elected.
|
|
***
|
The Fund Complex includes all series of the Trust and any other investment companies for which
ALPS Advisors, Inc. provides investment advisory services.
|
Officers
Name, Address and
Year of Birth of
Officer
|
Position(s) Held
with Trust
|
Length of
Time Served*
|
Principal
Occupation(s) During Past 5 Years
|
Bradley Swenson, 1972
|
President
|
Since June 2019
|
Mr.
Swenson joined ALPS in 2004 and currently serves as President of AFS (since 2019) and also Chief Operating Officer of AFS
(since 2015). He also currently serves as President of Clough Global Opportunities Fund, Clough Global Dividend and Income
Fund, Clough Global Equity Fund, Clough Funds Trust, Financial Investors Trust, Reaves Utility Income Fund and ALPS Series
Trust. From 2004-2015, Mr. Swenson served as Chief Compliance Officer to ALPS, its affiliated entities, and to certain investment
companies. Mr. Swenson is registered with FINRA, holding a Series 6, 26 and 27.
|
Matthew Sutula, 1985
|
Chief Compliance Officer (“CCO”)
|
Since December 2019
|
Mr. Sutula joined ALPS in 2012 and currently
serves as Chief Compliance Officer of AAI. Prior to his current role, Mr. Sutula served as interim Compliance Officer of the
Trust (September 2019 to December 2019). Compliance Manager and Senior Compliance Analyst for AAI, as well as Compliance Analyst
for AFS. Prior to joining ALPS, he spent seven years at Morningstar, Inc. in various analyst roles supporting the registered
investment company databases. Mr. Sutula is also Chief Compliance Officer of Principal Real Estate Income Fund, ALPS Variable
Investment Trust, RiverNorth Opportunities Fund, Inc., Liberty All-Star Equity Fund and Liberty All-Star Growth Fund, Inc.
|
Kathryn
Burns, 1976
|
Treasurer
|
Since September 2018
|
Ms. Burns serves as Vice President, Director of Fund Operations of AAI since 2018. From
2013 to 2018, she served as Vice President and Fund Controller at AFS. Prior to joining ALPS, she worked at Old Mutual Capital
where she served as Vice President and Chief Compliance Officer (2010 – 2012) and Regulatory Reporting Manager and Assistant
Treasurer to the Old Mutual Funds Trusts (2006 – 2012). She also served as a CPA for PricewaterhouseCoopers LLP. Ms.
Burns also serves as Treasurer of Boulder Growth & Income Fund, Inc. and as President of ALPS Variable Investment Trust,
Principal Real Estate Income Fund and RiverNorth Opportunities Fund, Inc.
|
Richard C. Noyes, 1970
|
Secretary
|
Since September 2019
|
Mr. Noyes joined ALPS in 2015 and is Senior Vice President and General Counsel of ALPS.
Prior to joining ALPS, Mr. Noyes served as Assistant Vice President and Senior Counsel of Janus Capital Management LLC.
|
Sharon Akselrod, 1974
|
Assistant Secretary
|
Since December 2016
|
Ms. Akselrod joined ALPS in August 2014 and is currently Senior Investment Company Act
Paralegal of AFS. Prior to joining ALPS, Ms. Akselrod served as Corporate Governance and Regulatory Associate for Nordstrom
fsb (2013-2014) and Senior Legal Assistant – Legal Manager for AXA Equitable Life Insurance Company (2008-2013). Ms.
Akselrod is also Secretary of Principal Real Estate Income Fund and Assistant Secretary of Financial Investors Trust and Clough
Funds Trust.
|
|
*
|
The business
address of each Officer is c/o ALPS Advisors, Inc., 1290 Broadway, Suite 1000, Denver,
Colorado 80203. Each Officer is deemed an affiliate of the Trust as defined under the
1940 Act.
|
|
**
|
This is the
period for which the Officer began serving the Trust. Each Officer serves an indefinite
term, until her/her successor is elected.
|
Additional Information About the Trustees’
Qualifications and Experience
The following is a brief discussion of the
specific education, experience, qualifications, or skills that led to the conclusion, as of the date of this SAI, that each person
identified below should serve as a Trustee for the Trust.
Mary K. Anstine
Ms. Anstine has been an Independent Trustee
of the Trust since March 25, 2008. Currently retired, Ms. Anstine has over 30 years of financial services experience. Most recently,
she was President and CEO of HealthONE Alliance, Denver, Colorado from 1994 through 2004. From 1964 to 1994, Ms. Anstine held positions
leading up to Executive Vice President of First Interstate Bank. She was selected to serve as a Trustee of the Trust based on her
business and financial services experience.
Jeremy W. Deems
Mr. Deems has been an Independent Trustee of
the Trust since March 25, 2008. In 2007, Mr. Deems co-founded Green Alpha Advisors, LLC, a registered investment adviser, for which
he currently serves as Co-Founder, Chief Compliance Officer and Chief Financial Officer. Prior to co-founding Green Alpha Advisors,
Mr. Deems was CFO and Treasurer of Forward Management, LLC, investment advisor to the Forward Funds, ReFlow Management Co., LLC,
ReFlow Fund, LLC, a private investment fund, and Sutton Place Management, LLC, an administrative services company, from 1998 to
June 2007. Mr. Deems received a B.S. and a MBA in finance from Saint Mary’s College of California and is a licensed Certified
Public Accountant and a member of the American Institute of Certified Public Accountants. He was selected to serve as a Trustee
of the Trust based on his business, financial services, accounting and investment management experience.
Rick A. Pederson
Rick A. Pederson – Mr. Pederson has served
as an Independent Trustee of the Trust since March 2008. He currently serves on the Trust’s Nominating and Corporate Governance
Committee and on the Audit Committee. Mr. Pederson has been a long-time manager of private equity and real estate investment funds,
and has served on the boards of several private companies and not-for-profit entities. He was selected to serve as a Trustee of
the Trust based on his business and financial services experience.
Edmund J. Burke
Mr. Burke has been an Interested Trustee
of the Trust since December 11, 2017. Mr. Burke joined ALPS Fund Services, Inc., the Fund’s administrator, in 1991 and retired
in 2019. He previously served as Director of ALPS Holdings, Inc., ALPS Fund Services, Inc., ALPS Advisors, Inc., ALPS Distributors,
Inc., the Fund’s principal underwriter, and ALPS Portfolio Solutions Distributor, Inc. Mr. Burke has over 20 years of financial
services and investment management experience. Before joining ALPS, Mr. Burke was a Regional Vice President for the Pioneer Funds
in Boston and has also worked with Fidelity. Mr. Burke has a B.A. in Economics from the University of New Hampshire. He was selected
to serve as a Trustee of the Trust based on his business, financial services and investment management experience.
Leadership Structure
and Oversight Responsibilities
Overall responsibility for oversight of each
Fund rests with the Trustees. The Trust has engaged the Adviser to manage each Fund on a day-to day basis. The Board is responsible
for overseeing the Adviser and other service providers in the operations of each Fund in accordance with the provisions of the
1940 Act, applicable provisions of state and other laws and the Trust’s charter. The Board is currently composed of four
members, three of whom are Independent Trustees. The Board meets at regularly scheduled quarterly meetings each year. In addition,
the Board may hold special in-person or telephonic meetings or informal conference calls to discuss specific matters that may arise
or require action between regular meetings. As described below, the Board has established a Nominating and Governance Committee
and an Audit Committee, and may establish ad hoc committees or working groups from time to time, to assist the Board in fulfilling
its oversight responsibilities.
The Board has appointed Mr. Pederson,
an Independent Trustee, to serve in the role of Chairman. The Chairman’s role is to preside at all meetings of the Board
and to act as a liaison with the Adviser, other service providers, counsel and other Trustees generally between meetings. The Chairman
may also perform such other functions as may be delegated by the Board from time to time. The Board has determined not to appoint
a lead independent trustee. The Board reviews matters related to its leadership structure annually. The Board has determined that
the Board’s leadership structure is appropriate given the Trust’s characteristics and circumstances. These characteristics
include, but are not limited to, the fact that the Chairman of the Board is an Independent Trustee, the Trust’s multiple
series of Fund shares, the Trust’s net assets, the services provided by the Trust’s service providers, and the formal
and informal functions of the various Independent Trustees both during and between Board meetings.
Risk oversight forms part of the Board’s
general oversight of the Funds and is addressed as part of various Board and Committee activities. As part of its regular oversight
of the Funds, the Board, directly or through either Committee, interacts with and reviews reports from, among others, Fund management,
the Adviser, the Funds’ Chief Compliance Officer, the Funds’ legal counsel and the independent registered public accounting
firm for the Funds regarding risks faced by each Fund. The Board, with the assistance of Fund management and the Adviser, reviews
investment policies and risks in connection with its review of each Fund’s performance. The Board has appointed a Chief Compliance
Officer who oversees the implementation and testing of the Funds’ compliance program and reports to the Board regarding compliance
matters for each Fund and its principal service providers. In addition, as part of the Board’s periodic review of each Fund’s
advisory and other service provider agreements, the Board may consider risk management aspects of these service providers’
operations and the functions for which they are responsible.
None of the Independent Trustees own securities
in the Adviser or the Distributor, nor do they own securities in any entity directly controlling, controlled by, or under common
control with the Adviser or the Distributor.
The Board met [ ] times during the fiscal
year ended November 30, 2019.
Audit Committee. The Board
has an Audit Committee which considers such matters pertaining to the Trust’s books of account, financial records, internal
accounting controls and changes in accounting principles or practices as the Trustees may from time to time determine. The Audit
Committee also considers the engagement and compensation of the independent registered public accounting firm (“Firm”)
and ensures receipt from the Firm of a formal written statement delineating relationships between the Firm and the Trust, consistent
with Public Company Accounting Oversight Board Rule 3526. The Audit Committee also meets privately with the representatives of
the Firm to review the scope and results of audits and other duties as set forth in the Audit Committee’s Charter. The Audit
Committee members, each of whom are Independent Trustees are: Ms. Anstine and Messrs. Deems (Chairman) and Pederson. The Audit
Committee met [ ] times during the fiscal year ended November 30, 2019.
Nominating and Corporate Governance
Committee. The Nominating and Corporate Governance Committee meets periodically to advise and assist the Board in selecting
nominees to serve as trustees of the Trust. The Nominating and Corporate Governance Committee believes the Board generally benefits
from diversity of background, experience and views among its members, and considers this a factor in evaluating the composition
of the Board. The Nominating and Corporate Governance Committee also advises and assists the Board in establishing, implementing
and executing policies, procedures and practices that assure orderly and effective governance of the Trust and effective and efficient
management of all business and financial affairs of the Trust. Members of the Nominating and Corporate Governance Committee are
currently: Ms. Anstine (Chairman) and Messrs. Deems and Pederson. The Nominating and Corporate Governance Committee of the Board
met once during the fiscal year ended November 30, 2019.
Shareholder Nominations.
The Board will consider shareholder nominees for Trustees. All nominees must possess the appropriate characteristics, skills and
experience for serving on the Board. In particular, the Board and its Independent Trustees will consider each nominee’s
integrity, educational, professional background, understanding of the Trust’s business on a technical level and commitment
to devote the time and attention necessary to fulfill a Trustee’s duties. All shareholders who wish to recommend nominees
for consideration as Trustees shall submit the names and qualifications of the candidates to the Secretary of the Trust by writing
to: ALPS ETF Trust, 1290 Broadway, Suite 1000, Denver, Colorado, 80203.
As of December 31, 2019, the dollar range
of equity securities in the Funds beneficially owned by the Interested Trustee were as follows:
Interested Trustee
|
Dollar Range of Equity
Securities in the Funds
|
Aggregate Dollar Range of Equity
Securities in All Registered Investment
Companies Overseen by Trustee
in Family of Investment Companies
|
Edmund J. Burke
|
None
|
None
|
As of December 31, 2019, the dollar range of equity securities
in the Funds beneficially owned by Independent Trustees were as follows:
Independent Trustees
|
Dollar Range of Equity
Securities in the Funds
|
Aggregate Dollar Range of Equity
Securities in All Registered
Investment
Companies Overseen by Trustee
in Family of Investment Companies
|
Mary K. Anstine
|
None
|
[$10,001 - $50,000]
|
Jeremy W. Deems
|
None
|
None
|
Rick Pederson
|
None
|
None
|
Remuneration of Trustees and Officers
Each Independent Trustee receives (1) a
quarterly retainer of $5,000, (2) a per meeting fee of $3,750, (3) $1,500 for any special meeting held outside of a regularly
scheduled board meeting, and (4) reimbursement for all reasonable out-of-pocket expenses relating to attendance at meetings. Prior
to January 1, 2020, Mr. Burke received no compensation or expense reimbursements from the Trust. Effective January 1, 2020, Mr.
Burke receives (1) a quarterly retainer of $5,000, (2) a per meeting fee of $3,750, (3) $1,500 for any special meeting held outside
of a regularly scheduled board meeting, and (4) reimbursement for all reasonable out-of-pocket expenses relating to attendance
at meetings. In addition, each of Messrs. Pederson and Deems receives a quarterly retainer of $2,000, respectively, in connection
with their respective roles as Chairman of the Board and Chairman of the Audit Committee. The following chart provides certain
information about the Trustee fees paid by the Trust for the fiscal year ended November 30, 2019:
|
Aggregate
Compensation
From the Trust
|
Pension Or Retirement
Benefits Accrued As
Part of Fund Expenses
|
Estimated Annual
Benefits Upon
Retirement
|
Aggregate Compensation
From The Trust
And Fund Complex
Paid To Trustees(1)
|
Mary K. Anstine, Trustee
|
$
|
$0
|
$0
|
$
|
Edmund J. Burke, Trustee
|
N/A
|
N/A
|
N/A
|
N/A
|
Jeremy W. Deems, Trustee
|
$
|
$0
|
$0
|
$
|
Rick A. Pederson, Trustee
|
$
|
$0
|
$0
|
$
|
|
(1)
|
The Fund Complex includes all series of the Trust and any other investment companies for which
ALPS Advisors, Inc. provides investment advisory services.
|
Officers who are employed by the Adviser receive
no compensation or expense reimbursements from the Trust.
Adviser. The Funds are managed by
the Adviser. The Adviser, a wholly owned subsidiary of ALPS Holdings, Inc. (“ALPS Holdings”), subject to the authority
of the Board, is responsible for the overall management and administration of each Fund’s business affairs. The Adviser
commenced business operations in December 2006 upon the acquisition of an existing investment advisory operation and is registered
with the SEC as an investment adviser. The Adviser’s principal address is 1290 Broadway, Suite 1000, Denver, CO 80203. The
Adviser is an affiliate of ALPS Fund Services, Inc., who serves as the Funds’ administrator, and ALPS Portfolio Solutions
Distributor, Inc., who serves as Distributor to the Funds.
Located in Denver, Colorado, ALPS Holdings
was founded in 1985 as a provider of fund administration and fund distribution services. Since then, ALPS Holdings has added additional
services, including fund accounting, transfer agency, shareholder services, active distribution, legal, tax and compliance services.
As of December 31, 2019, ALPS Advisors, Inc. managed over $[ ] billion in assets. ALPS Holdings is an indirect wholly-owned subsidiary
of SS&C Technologies Holdings, Inc. (“SS&C”), a publicly traded company listed on the NASDAQ Global Select
Market, which acquired ALPS Holdings’ parent company DST Systems, Inc. in a transaction which closed on April 16, 2018.
Investment Advisory
Agreement.
Pursuant to an Investment Advisory Agreement
between the Adviser and the Trust, the Adviser is responsible for all expenses of each Fund, including the cost of transfer agency,
custody, fund administration, legal, audit, trustees and other services, except interest expenses, distribution fees or expenses,
brokerage expenses, taxes and extraordinary expenses such as litigation and other expenses not incurred in the ordinary course
of the Funds’ business.
The Funds’ unitary advisory fees as a
percentage of net assets are:
Fund
|
Advisory
Fee
|
ALPS REIT Dividend Dogs ETF*
|
0.35%
|
ALPS Equal Sector Weight ETF**
|
0.37%
|
Alerian MLP ETF***
|
0.85%
|
ALPS Sector Dividend Dogs
ETF
|
0.40%
|
Barron’s 400SM
ETF
|
0.65%
|
ALPS International Sector
Dividend Dogs ETF
|
0.50%
|
RiverFront Strategic Income
Fund****
|
0.46%
|
Alerian Energy Infrastructure
ETF
|
0.65%
|
ALPS Emerging Sector Dividend
Dogs ETF
|
0.60%
|
ALPS Medical Breakthroughs
ETF
|
0.50%
|
RiverFront Dynamic Unconstrained
Income ETF
|
0.51%
|
RiverFront Dynamic Core Income
ETF
|
0.51%
|
RiverFront Dynamic US Dividend
Advantage ETF
|
0.52%
|
RiverFront Dynamic US Flex-Cap
ETF
|
0.52%
|
ALPS
Disruptive Technologies ETF
|
0.50%
|
ALPS Clean Energy ETF
|
0.65%
|
|
*
|
Effective January
2, 2020, Cohen & Steers Global Realty Majors ETF changed its name to the ALPS REIT
Dividend Dogs ETF. In addition, effective January 2, 2020, the Fund’s advisory
fee changed from 0.55% to 0.35%.
|
|
**
|
With respect to the ALPS Equal Sector
Weight ETF, the Adviser has agreed, through March 31, 2020, to reduce its annual advisory
fee by 0.19%. As described in the Fund’s prospectus, the Adviser will reimburse
the Fund an amount equal to the distribution fee received by the Distributor from the
Underlying Sector ETFs (as defined in the Fund’s prospectus) attributable to the
Fund’s investment in the Underlying Sector ETFs, for so long as the Distributor
acts as distributor to the Fund and the Underlying Sector ETFs.
|
|
***
|
With respect to the Alerian MLP ETF,
the unitary advisory fee as a percentage of net assets is subject to the following breakpoints:
(i) 85 basis points (0.85%) for average net assets up to and including $10 billion, (ii)
80 basis points (0.80%) for average net assets greater than $10 billion up to and including
$15 billion, (iii) 70 basis points (0.70%) for average net assets greater than $15 billion
up to and including $20 billion, (iv) 55 basis points (0.55%) for average net assets
greater than $20 billion up to and including $25 billion, and (v) 40 basis points (0.40%)
for average net assets greater than $25 billion. Prior to June 29, 2018, the unitary
advisory fee as a percentage of net assets was subject to the following breakpoints:
(i) 85 basis points (0.85%) for average net assets up to and including $10 billion, (ii)
80 basis points (0.80%) for average net assets greater than $10 billion up to and including
$15 billion, (iii) 75.5 basis points (0.755%) for average net assets greater than $15
billion up to and including $20 billion, and (iv) 71.5 basis points (0.715%) for average
net assets greater than $20 billion.
|
|
****
|
With respect to the RiverFront Strategic
Income Fund, the unitary management fee is comprised of 0.11% payable to the Adviser
and 0.35% payable to the Sub-Adviser.
|
The table below shows the management fees earned
by ALPS Advisors, Inc. for the periods indicated.
Fund
|
For the Fiscal
Year Ended
November 30, 2019
|
For the Fiscal
Year Ended
November 30, 2018
|
For the Fiscal
Year Ended
November 30, 2017
|
ALPS REIT Dividend Dogs ETF(1)
|
|
$330,310
|
$406,955
|
ALPS Equal Sector Weight ETF
|
|
Gross Fee: $597,982
Waiver: $354,657
Net Fee: $243,325
|
Gross Fee: $585,726
Waiver: $348,269
Net Fee: $237,457
|
Alerian MLP ETF
|
|
$83,031,267
|
$85,739,653
|
ALPS Sector Dividend Dogs ETF
|
|
$9,116,138
|
$8,733,082
|
Barron’s 400SM ETF
|
|
$1,237,516
|
$1,268,083
|
ALPS International Sector Dividend Dogs ETF
|
|
$1,656,503
|
$1,259,846
|
RiverFront Strategic Income Fund
|
|
$433,035
|
$510,241
|
Alerian Energy Infrastructure ETF
|
|
$272,374
|
$216,038
|
ALPS Emerging Sector Dividend Dogs ETF
|
|
$264,947
|
$219,867
|
ALPS Medical Breakthroughs ETF
|
|
$1,021,628
|
$565,171
|
RiverFront Dynamic Unconstrained Income ETF
|
|
$191,758
|
$44,857
|
RiverFront Dynamic Core Income ETF
|
|
$524,833
|
$149,192
|
RiverFront Dynamic US Dividend Advantage ETF
|
|
$586,915
|
$184,210
|
RiverFront Dynamic US Flex-Cap ETF
|
|
$571,626
|
$134,175
|
ALPS Disruptive Technologies ETF(2)
|
|
$124,548
|
N/A
|
ALPS Clean Energy ETF(3)
|
|
$35,339
|
N/A
|
|
(1)
|
Effective
January 2, 2020, Cohen & Steers Global Realty Majors ETF changed its name to the
ALPS REIT Dividend Dogs ETF.
|
|
(2)
|
The
DTEC Fund commenced operations on December 29, 2017.
|
|
(3)
|
The
ACES Fund commenced operations on June 29, 2018.
|
Under the Investment Advisory Agreement, the
Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by the Funds in connection with
the performance of the Investment Advisory Agreement, except a loss resulting from willful misfeasance, bad faith, or gross negligence
on the part of the Adviser in the performance of its duties or from reckless disregard of its duties and obligations thereunder.
The initial term of the Investment Advisory Agreement is two years and continues thereafter only if approved annually by the Board,
including a majority of the Independent Trustees. The Investment Advisory Agreement terminates automatically upon assignment and
is terminable at any time without penalty as to the Funds by the Board, including a majority of the Independent Trustees, or by
vote of the holders of a majority of that Funds’ outstanding voting securities on 60 days written notice to the Adviser,
or by the Adviser on 60 days written notice to the Fund.
Sub-Adviser.
RiverFront Investment Group, LLC
(“RiverFront”) acts as Sub-Adviser to the RIGS Fund, the RFCI Fund, the RFUN Fund, the RFDA Fund and the RFFC Fund
pursuant to a sub-advisory agreement with the Trust (the “Sub-Advisory Agreement”). RiverFront, established in April
2008, is located at 1214 East Cary Street, Richmond, VA 23219. RiverFront is majority-owned by its employees but is affiliated
with Baird Financial Corporation (“Baird”) as a result of Baird’s minority equity interest and representation
on RiverFront’s board of directors. RiverFront is an investment adviser registered with the Securities Exchange Commission
under the Investment Advisers Act of 1940. The company manages a variety of portfolios utilizing stocks, bonds, and ETFs. RiverFront
also serves as sub-adviser to a series of mutual funds and ETFs. As of December 31, 2019, RiverFront had approximately $__ billion
in assets under advisement (discretionary and non-discretionary assets).
Pursuant to the Sub-Advisory Agreement,
RiverFront furnishes the investment program for the RIGS Fund and manages the investment and reinvestment of the RIGS Fund’s
assets on an ongoing basis under the supervision of the Adviser. From July 1, 2016 to October 31, 2018, the sub-advisory fee payable
to RiverFront, pursuant to the Sub-Advisory Agreement, was 0.30% of the RIGS Fund’s average daily net assets. During that
time, RiverFront waived its entire sub-advisory fee. Effective November 1, 2018, pursuant to the Sub-Advisory Agreement with the
Trust on behalf of the Fund, the Fund pays the Sub-Adviser a sub-advisory fee for the services it provides, payable on a monthly
basis at the annual rate of 0.35% of the Fund’s average daily net assets.
The table below shows the sub-advisory fees
earned and waived by RiverFront for the periods indicated.
RiverFront Strategic
Income Fund
|
For the Fiscal
Year Ended
November 30, 2019
|
For the Fiscal
Year Ended
November 30, 2018
|
For the Fiscal
Year Ended
November 30, 2017
|
Gross Sub-Advisory Fees
|
|
$755,829
|
$956,629
|
Waiver
|
|
($717,509)
|
($956,629)
|
Net Sub-Advisory Fees
|
|
$38,320
|
$0
|
Pursuant to the Sub-Advisory Agreement, RiverFront
furnishes the investment program for the RFCI Fund, the RFUN Fund, the RFDA Fund and the RFFC Fund and manages the investment and
reinvestment of the Funds’ assets on an ongoing basis subject to the Adviser’s oversight. Pursuant to the Sub-Advisory
Agreement, the Adviser pays RiverFront a sub-advisory fee out of the Adviser’s advisory fee for the services it provides
to the Fund, payable on a monthly basis at the annual rate of 0.35% of each Fund’s average daily net assets.
The table below shows the sub-advisory fees
earned by RiverFront for the periods indicated.
Fund
|
For the Fiscal
Year Ended
November 30, 2019
|
For the Fiscal
Year Ended
November 30, 2018
|
For the Fiscal
Year Ended
November 30, 2017
|
RiverFront Dynamic Unconstrained Income ETF
|
|
$162,045
|
$30,807
|
RiverFront Dynamic Core Income ETF
|
|
$364,401
|
$102,570
|
RiverFront Dynamic US Dividend Advantage ETF
|
|
$367,210
|
$124,153
|
RiverFront Dynamic US Flex-Cap ETF
|
|
$377,452
|
$90,430
|
Other Accounts Managed by the Portfolio
Managers; Compensation of the Portfolio Managers.
Information regarding the other accounts
managed by the portfolio managers as of November 30, 2019, is set forth below:
|
Accounts Managed
|
Accounts With Respect to Which
the Advisory Fee is based on
the
Performance of the Account
|
Name of Portfolio
Manager
|
Category of
Account
|
Number of
Accounts in Category
|
Total Assets in
Accounts in Category
|
Number of
Accounts in Category
|
Total Assets in
Accounts in Category
|
All Funds except for the RIGS FUND, the RFCI Fund, the RFUN Fund, the
RFDA Fund and the RFFC Fund
|
Ryan Mischker
|
Registered Investment Companies
|
|
|
N/A
|
N/A
|
|
Other Pooled investment vehicles
|
|
|
N/A
|
N/A
|
|
Other Accounts
|
|
|
N/A
|
N/A
|
Andrew Hicks
|
Registered Investment Companies
|
|
|
N/A
|
N/A
|
|
Other Pooled investment vehicles
|
|
|
N/A
|
N/A
|
|
Other Accounts
|
|
|
N/A
|
N/A
|
RiverFront Strategic Income Fund, RiverFront Dynamic Core Income ETF and
RiverFront Dynamic Unconstrained Income Fund
|
|
Tim Anderson, CFA
|
Registered Investment Companies
|
|
|
|
|
|
Other Pooled investment vehicles
|
|
|
|
|
|
Other Accounts
|
|
|
|
|
Rob Glownia, CFA
|
Registered Investment Companies
|
|
|
|
|
|
Other Pooled investment vehicles
|
|
|
|
|
|
Other Accounts
|
|
|
|
|
RiverFront Dynamic US Dividend Advantage ETF and RiverFront Dynamic US
Flex-Cap ETF
|
|
|
Adam Grossman, CFA
|
Registered Investment Companies
|
|
|
|
|
|
Other Pooled investment vehicles
|
|
|
|
|
|
Other Accounts
|
|
|
|
|
Chris Konstantinos, CFA
|
Registered Investment Companies
|
|
|
|
|
|
Other Pooled investment vehicles
|
|
|
|
|
|
Other Accounts
|
|
|
|
|
Scott Hays, CFA
|
Registered Investment Companies
|
|
|
|
|
|
Other Pooled investment vehicles
|
|
|
|
|
|
Other Accounts
|
|
|
|
|
Rob Glownia, CFA
|
Registered Investment Companies
|
|
|
|
|
|
Other Pooled investment vehicles
|
|
|
|
|
|
Other Accounts
|
|
|
|
|
Portfolio Manager Compensation Structure
Disclosure
ALPS Advisors, Inc.
The Adviser is responsible for the day-to-day
management of each Fund, except the RIGS Fund, the RFCI Fund, the RFUN Fund, the RFDA Fund and the RFFC Fund, as described below.
Mr. Mischker and Mr. Hicks, who are also responsible for the day-to-day management of each Fund with the exception of the RIGS
Fund, the RFCI Fund, the RFUN Fund, the RFDA Fund and the RFFC Fund, are paid a base salary, plus a discretionary bonus. The bonus
for Mr. Mischker and Mr. Hicks is determined by the business unit’s revenue and profitability as well as the individual’s
contribution to the business unit. The bonus for Mr. Mischker and Mr. Hicks is discretionary and is not based specifically on portfolio
performance.
RiverFront Investment Group, LLC
RiverFront compensates portfolio managers with
a base salary and an annual bonus. A portfolio manager’s base salary is generally a fixed amount based on level of experience
and responsibilities. A portfolio manager’s bonus is a function of RiverFront’s overall financial performance, the
relative and absolute performance of the accounts that the portfolio manager is managing, including the Fund, and the portfolio
manager’s individual investment and other job-related performance.
Specifically, the Sub-Adviser accrues a corporate
bonus pool that is indexed to the overall profitability of the firm. Each portfolio manager is given a “target bonus”
based on achieving the profitability targets. This target bonus is then indexed again (higher or lower) based on each portfolio
manager’s individual performance.
Portfolio managers may also own, be awarded
and/or may be offered an opportunity to purchase or sell interests in RiverFront’s holding company.
RiverFront and the Funds have adopted compliance
policies and procedures that are designed to address various conflicts of interest that may arise for RiverFront and the individuals
that it employs. For example, RiverFront seeks to minimize the effects of competing interests for the time and attention of portfolio
managers by assigning portfolio managers to manage funds and accounts that share a similar investment style. RiverFront has also
adopted trade allocation procedures that are designed to facilitate the fair allocation of limited investment opportunities among
multiple funds and accounts. There is no guarantee, however, that the policies and procedures adopted by RiverFront and the Funds
will be able to detect and/or prevent every situation in which an actual or potential conflict may appear.
These potential conflicts include:
Allocation of Limited Time and Attention. A
portfolio manager who is responsible for managing multiple funds and/or accounts may devote unequal time and attention to the management
of those funds and/or accounts. As a result, the portfolio manager may not be able to formulate as complete a strategy or identify
equally attractive investment opportunities for each of those accounts as might be the case if he or she were to devote substantially
more attention to the management of a single fund. The effects of this potential conflict may be more pronounced where funds and/or
accounts overseen by a particular portfolio manager have different investment strategies. The Sub-Adviser specializes in managing
asset allocation portfolios, which invest in various investment vehicles, including ETFs (one of which is advised by the Sub-Adviser),
to obtain targeted amounts of exposure to different asset classes, such as equities, bonds, commodities, etc. The RIGS Fund was
developed to serve as, and will serve as, a “completion sleeve” for the asset allocation portfolios managed by the
Sub-Adviser. As the manager of the RIGS Fund and the portfolios, the Sub-Adviser will owe a fiduciary duty to the RIGS Fund and
the portfolios and is likely to encounter conflicts of interest from time to time. For example, to the extent that the Sub-Adviser
determines that the portfolios need to increase (or decrease) their exposure to a fixed income asset class, the Sub-Adviser can
effectuate this determination by increasing (or decreasing) the Fund’s exposure to the asset class. Further, the Sub-Adviser
may need to reduce its asset allocation portfolios’ exposure to a fixed income asset class to which they obtain exposure
by investing in the RIGS Fund. Under such circumstances, pursuant to its fiduciary duties as an asset allocator, the Sub-Adviser
might liquidate some or all of the portfolios’ investments in the RIGS Fund. This could materially adversely affect the trading
volume and/or the market price of RIGS Fund shares, particularly if the Sub-Adviser needs to significantly reduce the portfolios’
allocation to the RIGS Fund.
Allocation of Limited Investment Opportunities.
If a portfolio manager identifies a limited investment opportunity that may be suitable for multiple funds and/or accounts, the
opportunity may be allocated among these several funds or accounts, which may limit a fund’s ability to take full advantage
of the investment opportunity.
Pursuit of Differing Strategies. At times,
a portfolio manager may determine that an investment opportunity may be appropriate for only some of the funds and/or accounts
for which he or she exercises investment responsibility, or may decide that certain of the funds and/or accounts should take differing
positions with respect to a particular security. In these cases, the portfolio manager may place separate transactions for one
or more funds or accounts which may affect the market price of the security or the execution of the transaction, or both, to the
detriment or benefit of one or more other funds and/or accounts.
Investment Program. The Funds will be included
as a part of a broader investment program developed by the Sub-Adviser and managed by the portfolio managers. The portfolio managers
will be required to satisfy their duties to both the Funds and the accounts that invest in these broader programs. Conflicts may
arise when the portfolio managers attempt to satisfy the needs of each type of customer. The Sub-Adviser has developed procedures
to address these potential conflicts.
Selection of Brokers/Dealers. Portfolio managers
may be able to select or influence the selection of the brokers and dealers that are used to execute securities transactions for
the funds and/or account that they supervise. In addition to executing trades, some brokers and dealers provide portfolio managers
with brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), which may result in the payment of higher brokerage fees than might have otherwise been available.
These services may be more beneficial to certain funds or accounts than to others. Although the payment of brokerage commissions
is subject to the requirement that the portfolio manager determine in good faith that the commissions are reasonable in relation
to the value of the brokerage and research services provided to the fund, a portfolio manager’s decision as to the selection
of brokers and dealers could yield disproportionate costs and benefits among the funds and/or accounts that he or she manages.
Variation in Compensation. A conflict of interest
may arise where the financial or other benefits available to the portfolio manager differ among the funds and/or accounts that
he or she manages. If the structure of the investment adviser’s management fee and/or the portfolio manager’s compensation
differs among funds and/or accounts (such as where certain funds or accounts pay higher management fees or performance-based management
fees), the portfolio manager might be motivated to help certain funds and/or accounts over others. The portfolio manager might
be motivated to favor funds and/or accounts in which he or she has an interest or in which the investment adviser and/or its affiliates
have interests. Similarly, the desire to maintain or raise assets under management or to enhance the portfolio manager’s
performance record or to derive other rewards, financial or otherwise, could influence the portfolio manager to lend preferential
treatment to those funds and/or accounts that could most significantly benefit the portfolio manager.
Related Business Opportunities. RiverFront
or its affiliates may provide more services (such as distribution or recordkeeping) for some types of funds or accounts than for
others. In such cases, a portfolio manager may benefit, either directly or indirectly, by devoting disproportionate attention to
the management of funds and/or accounts that provide greater overall returns to RiverFront and its affiliates.
Securities Ownership of the Portfolio
Managers. The dollar range of Fund shares beneficially owned by each portfolio manager as of November 30, 2019 is as follows:
Portfolio Manager
Ryan Mischker
|
Fund
|
Dollar Range of Fund
Shares Beneficially Owned
|
|
ALPS REIT Dividend Dogs ETF*
|
|
|
ALPS Equal Sector Weight ETF
|
|
|
Alerian MLP ETF
|
|
|
ALPS Sector Dividend Dogs ETF
|
|
|
Barron’s 400SM ETF
|
|
|
ALPS International Sector Dividend Dogs ETF
|
|
|
Alerian Energy Infrastructure ETF
|
|
|
ALPS Emerging Sector Dividend Dogs ETF
|
|
|
ALPS Medical Breakthroughs ETF
|
|
|
ALPS Disruptive Technologies ETF
|
|
|
ALPS Clean Energy ETF
|
|
Andrew Hicks
|
|
|
|
ALPS REIT Dividend DOGS ETF*
|
|
|
ALPS Equal Sector Weight ETF
|
|
|
Alerian MLP ETF
|
|
|
ALPS Sector Dividend Dogs ETF
|
|
|
Barron’s 400SM ETF
|
|
|
ALPS International Sector Dividend Dogs ETF
|
|
|
Alerian Energy Infrastructure ETF
|
|
|
ALPS Emerging Sector Dividend Dogs ETF
|
|
|
ALPS Medical Breakthroughs ETF
|
|
|
ALPS Disruptive Technologies ETF
|
|
|
ALPS Clean Energy ETF
|
|
|
*
|
Effective
January 2, 2020, Cohen & Steers Global Realty Majors ETF changed its name to the
ALPS REIT Dividend Dogs ETF.
|
Tim Anderson, CFA
|
|
|
|
RiverFront Strategic Income Fund
|
|
|
RiverFront Dynamic Core Income ETF
|
|
|
RiverFront Dynamic Unconstrained Income ETF
|
|
Rob Glownia, CFA, CFP
|
|
|
|
RiverFront Strategic Income Fund
|
|
|
RiverFront Dynamic Core Income ETF
|
|
|
RiverFront Dynamic Unconstrained Income ETF
|
|
|
RiverFront Dynamic US Dividend Advantage ETF
|
|
|
RiverFront Dynamic US Flex-Cap ETF
|
|
Adam Grossman, CFA
|
|
|
|
RiverFront Dynamic US Dividend Advantage ETF
|
|
|
RiverFront Dynamic US Flex-Cap ETF
|
|
Chris Konstantinos, CFA
|
|
|
|
RiverFront Dynamic US Dividend Advantage ETF
|
|
|
RiverFront Dynamic US Flex-Cap ETF
|
|
Scott Hays, CFA
|
|
|
|
RiverFront Dynamic US Dividend Advantage ETF
|
|
|
RiverFront Dynamic US Flex-Cap ETF
|
|
Administrator. ALPS Fund Services,
Inc. (“ALPS Fund Services”) serves as the Trust’s administrator. Pursuant to an administration agreement, ALPS
Fund Services provides certain administrative, bookkeeping and accounting services to the Trust. For the services, ALPS Fund Services
receives a fee, accrued daily and paid monthly by the Adviser from the management fee. ALPS Fund Services is located at 1290 Broadway,
Suite 1000, Denver, Colorado 80203.
Custodian and Transfer Agent. State
Street Bank and Trust Company (“SSB”) serves as custodian for the Fund pursuant to a Custodian Agreement. As custodian,
SSB holds the Fund’s assets, calculates the NAV of Shares and calculates net income and realized capital gains or losses.
SSB also serves as transfer agent for the Funds pursuant to a Transfer Agency and Service Agreement. As compensation for the foregoing
services, SSB receives certain out-of-pocket costs, transaction fees and asset-based fees which are accrued daily and paid monthly
by the Adviser from the management fee.
Distributor. ALPS Portfolio Solutions
Distributor, Inc. is the distributor of the Funds’ Shares. Its principal address is 1290 Broadway, Suite 1000, Denver, Colorado
80203. The Distributor has entered into a Distribution Agreement with the Trust pursuant to which it distributes Fund Shares.
Shares are continuously offered for sale by each Fund through the Distributor only in Creation Unit Aggregations, as described
in the Prospectus and below under the heading “Creation and Redemption of Creation Units.”
Financial Intermediary Compensation.
The Adviser and/or its subsidiaries or affiliates (“ALPS Entities”) may pay certain broker-dealers and other financial
intermediaries (“Intermediaries”) for certain activities related to certain Funds (“Payments”). Any Payments
made by ALPS Entities will be made from their own assets and not from the assets of the Funds. Although a portion of ALPS Entities’
revenue comes directly or indirectly in part from fees paid by the Funds, Payments do not increase the price paid by investors
for the purchase of shares of, or the cost of owning, a Fund. ALPS Entities may make Payments for Intermediaries to participate
in activities that are designed to make registered representatives, other professionals and individual investors more knowledgeable
about the Funds or for other activities, such as participation in marketing activities and presentations, educational training
programs, the support of technology platforms and/or reporting systems. ALPS Entities may also make Payments to Intermediaries
for certain printing, publishing and mailing costs associated with the Funds or materials relating to exchange-traded funds in
general. In addition, ALPS Entities may make Payments to Intermediaries that make Shares available to their clients or for otherwise
promoting the Funds. Payments of this type are sometimes referred to as revenue-sharing payments. The Adviser has established revenue-sharing
arrangements with Charles Schwab & Co., Inc. (“Schwab”) and Raymond James Financial Services, Inc. (“Raymond
James”). Under these arrangements, Schwab and Raymond James have agreed not to charge their customers any trading commissions
when those customers purchase or sell shares of certain Funds online. In addition, Schwab and Raymond James will promote the availability
of commission-free trading for certain Funds to their customers.
Payments to an Intermediary may be significant
to the Intermediary, and amounts that Intermediaries pay to your salesperson or other investment professional may also be significant
for your salesperson or other investment professional. Because an Intermediary may make decisions about which investment options
it will recommend or make available to its clients or what services to provide for various products based on payments it receives
or is eligible to receive, Payments create conflicts of interest between the Intermediary and its clients and these financial incentives
may cause the Intermediary to recommend the Funds over other investments. The same conflict of interest exists with respect to
your salesperson or other investment professional if he or she receives similar payments from his or her Intermediary firm.
ALPS Entities may determine to make Payments
based on any number of metrics. For example, ALPS Entities may make Payments at year-end or other intervals in a fixed amount,
an amount based upon an Intermediary’s services at defined levels or an amount based on the Intermediary’s net sales
of one or more Funds in a year or other period, any of which arrangements may include an agreed-upon minimum or maximum payment,
or any combination of the foregoing. The Adviser anticipates that the Payments paid by ALPS Entities in connection with the Funds
will be immaterial to ALPS Entities in the aggregate for the current fiscal year. Please contact your salesperson or other investment
professional for more information regarding any Payments his or her Intermediary firm may receive. Any payments made by the ALPS
Entities to an Intermediary may create the incentive for an Intermediary to encourage customers to buy shares of the Funds.
Aggregations. Fund Shares in less than
Creation Unit Aggregations are not distributed by the Distributor. The Distributor will deliver the Prospectus and, upon request,
this SAI to persons purchasing Creation Unit Aggregations and will maintain records of both orders placed with it and confirmations
of acceptance furnished by it. The Distributor is a broker-dealer registered under the Exchange Act and a member of the Financial
Industry Regulatory Authority (“FINRA”).
The Distribution Agreement for the Funds provides
that it may be terminated as to a Fund at any time, without the payment of any penalty, on at least 60 days written notice by the
Trust to the Distributor (i) by vote of a majority of the Independent Trustees or (ii) by vote of a majority of the outstanding
voting securities (as defined in the 1940 Act) of the Fund. The Distribution Agreement will terminate automatically in the event
of its assignment (as defined in the 1940 Act).
The Distributor may also enter into agreements
with securities dealers (“Soliciting Dealers”) who will solicit purchases of Creation Unit Aggregations of Fund Shares.
Such Soliciting Dealers may also be Participating Parties (as defined in “Procedures for Creation of Creation Unit Aggregations”
below) and DTC Participants of the Depository Trust Company (the “DTC”) (as defined in “DTC Acts as Securities
Depository” below).
Securities Lending
Pursuant to a securities
lending agreement (the “Securities Lending Agreement”) between the Funds and State Street Bank and Trust Company (in
such capacity, the “Securities Lending Agent”), the Funds may lend their securities through the Securities Lending
Agent to certain qualified borrowers. The Securities Lending Agent administers the Funds’ securities lending program. These
services include arranging the securities loans with approved borrowers and collecting fees and rebates due to the Funds from each
borrower. The Securities Lending Agent also collects and maintains collateral intended to secure the obligations of each borrower
and marks to market daily the value of loaned securities. If a borrower defaults on a loan, the Securities Lending Agent is authorized
to exercise contractual remedies and, pursuant to the terms of the Securities Lending Agreement, has agreed to indemnify the Funds
for losses due to a borrower’s failure to return a lent security, which exclude losses associated with collateral reinvestment.
The Securities Lending Agent may also invest cash received as collateral in pre-approved investments in accordance with the Securities
Lending Agreement. The Securities Lending Agent maintains records of loans made and income derived therefrom and makes available
such records that the Funds deem necessary to monitor the securities lending program.
For the fiscal year ended November 30,
2019, the Funds earned income and incurred the following costs and expenses as a result of their securities lending activities:
Fund
|
Gross
Income1
|
Revenue
Split2
|
Cash
Collateral Management Fees3
|
Administrative
Fees4
|
Indemnification
Fees5
|
Rebates
to Borrowers
|
Other
Fees
|
Total
Costs of the Securities Lending Activities
|
Net
Income from the Securities Lending Activities
|
Alerian Energy Infrastructure
ETF
|
|
|
|
|
|
|
|
|
|
ALPS Emerging Sector Dividend
Dogs ETF
|
|
|
|
|
|
|
|
|
|
ALPS
Equal Sector Weight ETF
|
|
|
|
|
|
|
|
|
|
RiverFront Dynamic US Dividend
Advantage ETF
|
|
|
|
|
|
|
|
|
|
RiverFront Dynamic US Flex-Cap
ETF
|
|
|
|
|
|
|
|
|
|
ALPS International Sector
Dividend Dogs ETF
|
|
|
|
|
|
|
|
|
|
ALPS Medical Breakthroughs
ETF
|
|
|
|
|
|
|
|
|
|
ALPS Sector Dividend Dogs
ETF
|
|
|
|
|
|
|
|
|
|
Barrons 400SMETF
|
|
|
|
|
|
|
|
|
|
ALPS REIT Dividend Dogs ETF(6)
|
|
|
|
|
|
|
|
|
|
ALPS Disruptive Technologies
ETF
|
|
|
|
|
|
|
|
|
|
ALPS Clean Energy ETF
|
|
|
|
|
|
|
|
|
|
|
1
|
Gross income includes income from the reinvestment of cash collateral and rebates paid by the borrower.
|
|
2
|
Revenue split represents the share of revenue generated by the securities lending program and paid
to the Securities Lending Agent.
|
|
3
|
Cash collateral management fees include fees deducted from a pooled cash collateral reinvestment
vehicle that are not included in the revenue split.
|
|
4
|
These administrative fees are not included in the revenue split.
|
|
5
|
These indemnification fees are not included in the revenue split.
|
|
6
|
Effective January
2, 2020, Cohen & Steers Global Realty Majors ETF changed its name to the ALPS REIT
Dividend Dogs ETF.
|
[The RIGS Fund, the ENFR Fund, the RFUN
Fund and the RFCI Fund did not participate in securities lending activities for the fiscal year ended November 30, 2019. ]
BROKERAGE TRANSACTIONS
The policy of the Trust regarding purchases
and sales of securities is that primary consideration will be given to obtaining the most favorable prices and efficient executions
of transactions. Consistent with this policy, when securities transactions are effected on a stock exchange, the Trust’s
policy is to pay commissions that are considered fair and reasonable without necessarily determining that the lowest possible commissions
are paid in all circumstances. In seeking to determine the reasonableness of brokerage commissions paid in any transaction, the
Adviser relies upon its experience and knowledge regarding commissions generally charged by various brokers. The sale of Fund Shares
by a broker-dealer is not a factor in the selection of broker-dealers.
In seeking to implement the Trust’s policies,
the Adviser effects transactions with those brokers and dealers that the Adviser believes provide the most favorable prices and
are capable of providing efficient executions. None of the Adviser, or its affiliates currently participate in soft dollar transactions.
The Adviser assumes general supervision over
placing orders on behalf of each Fund for the purchase or sale of portfolio securities. If purchases or sales of portfolio securities
by a Fund and one or more other investment companies or clients supervised by the Adviser are considered at or about the same time,
transactions in such securities may be allocated among the Fund, the several investment companies and clients in a manner deemed
equitable to all by the Adviser. In some cases, this procedure could have a detrimental effect on the price or volume of the security
as far as the Fund is concerned. However, in other cases, it is possible that the ability to participate in volume transactions
and to negotiate lower brokerage commissions will be beneficial to the Fund. The primary consideration is prompt execution of orders
at the most favorable net price.
RIGS Fund, RFUN Fund and RFCI Fund
Investment Decisions
and Portfolio Transactions
Investment decisions for each Fund are made
with a view to achieving its investment objective. Investment decisions are the product of many factors in addition to basic suitability
for the particular client involved (including a Fund). Some securities considered for investment by a Fund may also be appropriate
for other clients served by the Sub-Adviser. Thus, a particular security may be bought or sold for certain clients even though
it could have been bought or sold for other clients at the same time. If a purchase or sale of securities consistent with the investment
policies of a Fund and one or more of these clients is considered at or about the same time, transactions in such securities will
be allocated among the Fund and clients in a manner deemed fair and reasonable by the Sub-Adviser. Particularly when investing
in less liquid or illiquid securities, such allocation may take into account the asset size of a Fund in determining whether the
allocation of an investment is suitable. The Sub-Adviser may aggregate orders for a Fund with simultaneous transactions entered
into on behalf of its other clients so long as price and transaction expenses are averaged either for the portfolio transaction
or for that day. Likewise, a particular security may be bought for one or more clients when one or more clients are selling the
security. In some instances, one client may sell a particular security to another client. It also sometimes happens that two or
more clients simultaneously purchase or sell the same security, in which event each day’s transactions in such security are,
insofar as possible, averaged as to price and allocated between such clients in a manner which in the Sub-Adviser’s opinion
is equitable to each and in accordance with the amount being purchased or sold by each. There may be circumstances when purchases
or sales of portfolio securities for one or more clients will have an adverse effect on other clients, including a Fund.
Brokerage and Research
Services
The Sub-Adviser places orders for the purchase
and sale of portfolio securities, options and futures contracts and buys and sells such securities, options and futures fora Fund
through a substantial number of brokers and dealers. In so doing, the Sub-Adviser uses its best efforts to obtain for a Fund the
most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions as described
below. In seeking the most favorable price and execution, the Sub-Adviser, having in mind a Fund’s best interests, considers
all factors it deems relevant, including, by way of illustration, price, the size of the transaction, the nature of the market
for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the
reputation, experience and financial stability of the broker-dealer involved and the quality of service rendered by the broker-dealer
in that or other transactions.
The Sub-Adviser places orders for the purchase
and sale of portfolio investments for a Fund’s accounts with brokers or dealers selected by it in its discretion. In effecting
purchases and sales of portfolio securities for the accounts of a Fund, the Sub-Adviser will seek the best price and execution
of a Fund’s orders. In doing so, a Fund may pay higher commission rates than the lowest available when the Sub-Adviser believes
it is reasonable to do so in light of the value of the brokerage and research services provided by the broker effecting the transaction,
as discussed below. Although a Fund may use a broker-dealer that sells Fund shares to effect transactions for the Fund’s
portfolios, the Fund will not consider the sale of Fund shares as a factor when selecting broker-dealers to execute those transactions.
There is generally no stated commission in
the case of fixed-income securities and other securities traded on a principal basis in the over-the-counter markets, but the price
paid by a Fund usually includes an undisclosed dealer commission or markup. In underwritten offerings, the price paid by a Fund
includes a disclosed, fixed commission or discount retained by the underwriter or dealer. Transactions on U.S. stock exchanges
and other agency transactions involve the payment by a Fund of negotiated brokerage commissions. Such commissions vary among different
brokers. Also, a particular broker may charge different commissions according to such factors as the difficulty and size of the
transaction. Transactions in non-U.S. securities generally involve the payment of fixed brokerage commissions, which are generally
higher than those in the United States. The purchase by a Fund of participations or assignments may be pursuant to privately negotiated
transactions pursuant to which the Fund may be required to pay fees to the seller or forego a portion of payments in respect of
the participation agreement.
Advisers or sub-advisers of investment companies
and other institutional investors receive research and brokerage products and services (together, “services”) from
broker-dealers which execute portfolio transactions for the clients of such advisers. Consistent with this practice, the Sub-Adviser
receives brokerage and research products and services from many broker-dealers with which the Sub-Adviser places a Fund’s
portfolio transactions. These services, which in some cases may also be purchased for cash, may include, among other things, such
items as general economic and security market reviews, industry and company reviews, evaluations of securities, recommendations
as to the purchase and sale of securities, and services related to the execution of securities transactions. The advisory fees
paid by a Fund are not reduced because the Sub-Adviser receives such services even though the receipt of such services relieves
the Sub-Adviser from expenses it might otherwise bear. Research and brokerage services provided by broker-dealers chosen by the
Sub-Adviser to place a Fund’s portfolio transactions may be useful to the Sub-Adviser in providing services to the Sub-Adviser’s
other clients, although not all of these services may be necessarily useful and of value to the Sub-Adviser in managing a Fund.
Conversely, brokerage and research products and services provided to the Sub-Adviser by broker-dealers in connection with trades
executed on behalf of other clients of the Sub-Adviser may be useful to the Sub-Adviser in managing a Fund, although not all of
these brokerage and research products and services may be necessarily useful and of value to the Sub-Adviser in managing such other
clients.
In reliance on the “safe harbor”
provided by Section 28(e) of the Exchange Act, the Sub-Adviser may cause a Fund to pay a broker-dealer which provides “brokerage
and research services” (as defined for purposes of Section 28(e)) to the Sub-Adviser an amount of commission for effecting
a securities transaction for the Fund in excess of the commission which another broker-dealer would have charged for effecting
that transaction if the Sub-Adviser determines in good faith that the commission is reasonable in relation to the value of the
brokerage and research services provided by the broker-dealer viewed in terms of either a particular transaction or the Sub-Adviser’s
overall responsibilities to the advisory accounts for which it exercises investment discretion.
The Sub-Adviser may place orders for the purchase
and sale of exchange-listed portfolio securities with a broker-dealer that is an affiliate of the Sub-Adviser where, in the judgment
of the Sub-Adviser, such firm will be able to obtain a price and execution at least as favorable as other qualified broker-dealers.
Pursuant to rules of the SEC, a broker-dealer that is an affiliate of the Sub-Adviser may receive and retain compensation for effecting
portfolio transactions for a Fund on a securities exchange if the commissions paid to such an affiliated broker-dealer by the Fund
on exchange transactions do not exceed “usual and customary brokerage commissions.” The rules define “usual and
customary” commissions to include amounts which are “reasonable and fair compared to the commission, fee or other remuneration
received or to be received by other brokers in connection with comparable transactions involving similar securities being purchased
or sold on a securities exchange during a comparable period of time.” As required by applicable SEC rules, the Board has
adopted procedures which are reasonably designed to provide that any commissions, fees or other remuneration paid to an affiliated
broker are consistent with the foregoing standards.
The table below shows the brokerage commissions
paid by each Fund for the periods indicated:
Fund
|
For the Fiscal
Year Ended
November 30, 2019
|
For the Fiscal
Year Ended
November 30, 2018
|
For the Fiscal
Year Ended
November 30, 2017
|
ALPS REIT Dividend Dogs ETF(1)
|
|
$4,255
|
$3,944
|
ALPS Equal Sector Weight ETF
|
|
$6,482
|
$3,311
|
Alerian MLP ETF
|
|
$2,071,226
|
$1,275,090
|
ALPS Sector Dividend Dogs ETF
|
|
$60,546
|
$568,102
|
Barron’s 400SM ETF
|
|
$67,513
|
$71,402
|
ALPS International Sector Dividend Dogs ETF
|
|
$237,072
|
$73,770
|
RiverFront Strategic Income Fund
|
|
$0
|
$0
|
Alerian Energy Infrastructure ETF
|
|
$13,734
|
$6,944
|
ALPS Emerging Sector Dividend Dogs ETF
|
|
$60,546
|
$28,277
|
ALPS Medical Breakthroughs ETF
|
|
$86,454
|
$39,577
|
RiverFront Dynamic Unconstrained Income ETF
|
|
$0
|
$0
|
RiverFront Dynamic Core Income ETF
|
|
$0
|
$0
|
RiverFront Dynamic US Dividend Advantage ETF
|
|
$36,565
|
$8,021
|
RiverFront Dynamic US Flex-Cap ETF
|
|
$63,577
|
$11,380
|
ALPS Disruptive Technologies ETF(2)
|
|
$5,260
|
N/A
|
ALPS Clean Energy ETF(3)
|
|
$1,041
|
N/A
|
|
(1)
|
Effective
January 2, 2020, Cohen & Steers Global Realty Majors ETF changed its name to the
ALPS REIT Dividend Dogs ETF.
|
|
(2)
|
The
DTEC Fund commenced operations on December 29, 2017.
|
|
(3)
|
The
ACES Fund commenced operations on June 29, 2018.
|
ADDITIONAL INFORMATION CONCERNING THE TRUST
The Trust is an open-end management investment
company registered under the 1940 Act. The Trust was organized as a Delaware statutory trust on September 13, 2007 and consists
of multiple separate portfolios or series.
The Trust is authorized to issue an unlimited
number of shares in one or more series or “funds.” The Board of Trustees of the Trust has the right to establish additional
series in the future, to determine the preferences, voting powers, rights and privileges thereof and to modify such preferences,
voting powers, rights and privileges without shareholder approval.
Each Share issued by a Fund has a pro rata
interest in the assets of the Fund. Fund Shares have no preemptive, exchange, subscription or conversion rights and are freely
transferable. Each Share is entitled to participate equally in dividends and distributions declared by the Board with respect to
a Fund, and in the net distributable assets of the Fund on liquidation.
Each Share has one vote with respect to matters
upon which a shareholder vote is required consistent with the requirements of the 1940 Act and the rules promulgated thereunder.
Shares of all Funds of the Trust vote together as a single class except as otherwise required by the 1940 Act, or if the matter
being voted on affects only a particular fund, and, if a matter affects a particular fund differently from other funds, the shares
of that fund will vote separately on such matter.
The Declaration of Trust may, except in limited
circumstances, be amended or supplemented by the Trustees without shareholder vote. The holders of Fund shares are required to
disclose information on direct or indirect ownership of Fund shares as may be required to comply with various laws applicable to
a Fund, and ownership of Fund shares may be disclosed by a Fund if so required by law or regulation.
The Trust is not required and does not intend
to hold annual meetings of shareholders. Shareholders owning more than 51% of the outstanding shares of the Trust have the right
to call a special meeting to remove one or more Trustees or for any other purpose.
The Trust does not have information concerning
the beneficial ownership of Shares held by DTC Participants (as defined below).
Shareholders may make inquiries by writing
to the Trust, c/o the Distributor, 1290 Broadway, Suite 1000, Denver, Colorado 80203.
Control Persons. Although the Trust
does not have information concerning its beneficial ownership held in the names of DTC Participants, as of March 1, 2020, the
names, addresses and percentage ownership of each DTC Participant that owned of record 5% or more of the outstanding Shares of
each Fund were as follows:
ALPS REIT Dividend Dogs ETF*
|
|
|
Company Name
|
%
of Ownership
|
Address
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Effective
January 2, 2020, Cohen & Steers Global Realty Majors ETF changed its name to the
ALPS REIT Dividend Dogs ETF.
|
ALPS Equal Sector Weight ETF
|
|
|
Company Name
|
%
of Ownership
|
Address
|
MERRILL LYNCH PIERCE FENNER SAFEKEEPING
|
|
4804 DEERLAKE DR. E.
JACKSONVILLE FL 32246
|
MORGAN STANLEY SMITH BARNEY, LLC
|
|
1300 THAMES ST
6TH FLOOR
BALTIMORE MD 21231
|
UBS FINANCIAL SERVICES INC.
|
|
1000 Harbor Boulevard, Weehawken, NJ 07086-6790
|
WELLS CLEARING
|
|
2801 MARKET STREET
H0006-09B
ST. LOUIS MO 63103
|
CHARLES SCHWAB & CO., INC.
|
|
2423 E LINCOLN DRIVE
PHOENIX AZ 85016-1215
|
ALPS International Sector Dividend Dogs ETF
|
|
|
Company Name
|
% of Ownership
|
Address
|
MERRILL LYNCH PIERCE FENNER SAFEKEEPING
|
|
4804 DEERLAKE DR. E.
JACKSONVILLE FL 32246
|
MORGAN STANLEY SMITH BARNEY, LLC
|
|
1300 THAMES ST
6TH FLOOR
BALTIMORE MD 21231
|
CHARLES SCHWAB & CO., INC.
|
|
2423 E LINCOLN DRIVE
PHOENIX AZ 85016-1215
|
WELLS CLEARING
|
|
2801 MARKET STREET
H0006-09B
ST. LOUIS MO 63103
|
UBS FINANCIAL SERVICES, INC.
|
|
1000 HARBOR BLVD
WEEHAWKEN NJ 07086
|
ALPS Sector Dividend Dogs ETF
|
|
|
Company Name
|
% of Ownership
|
Address
|
MERRILL LYNCH PIERCE FENNER SAFEKEEPING
|
|
4804 DEERLAKE DR. E.
JACKSONVILLE FL 32246
|
MORGAN STANLEY SMITH BARNEY, LLC
|
|
1300 THAMES ST
6TH FLOOR
BALTIMORE MD 21231
|
CHARLES SCHWAB & CO., INC.
|
|
2423 E LINCOLN DRIVE
PHOENIX AZ 85016-1215
|
WELLS CLEARING
|
|
2801 MARKET STREET
H0006-09B
ST. LOUIS MO 63103
|
UBS FINANCIAL SERVICES INC.
|
|
1000 Harbor Boulevard, Weehawken, NJ 07086-6790
|
NATIONAL FINANCIAL SERVICES LLC
|
|
499 Washington Blvd 4th Floor, Jersey City, NJ 07310
|
Barron’s 400SM ETF
|
|
|
Company Name
|
% of Ownership
|
Address
|
CHARLES SCHWAB & CO., INC.
|
|
2423 E LINCOLN DRIVE
PHOENIX AZ 85016-1215
|
NATIONAL FINANCIAL SERVICES LLC
|
|
499 Washington Blvd 4th Floor, Jersey City, NJ 07310
|
MORGAN STANLEY SMITH BARNEY, LLC
|
|
1300 THAMES ST
6TH FLOOR
BALTIMORE MD 21231
|
TD AMERITRADE
|
|
200 S 108TH AVE.
OMAHA NE 68154-2631
|
MERRILL LYNCH PIERCE FENNER SAFEKEEPING
|
|
4804 DEERLAKE DR. E.
JACKSONVILLE FL 32246
|
Alerian MLP ETF
|
|
|
Company Name
|
% of Ownership
|
Address
|
MORGAN STANLEY SMITH BARNEY, LLC
|
|
1300 THAMES ST
6TH FLOOR
BALTIMORE MD 21231
|
CHARLES SCHWAB & CO., INC.
|
|
2423 E LINCOLN DRIVE
PHOENIX AZ 85016-1215
|
MERRILL LYNCH PIERCE FENNER SAFEKEEPING
|
|
4804 DEERLAKE DR. E.
JACKSONVILLE FL 32246
|
WELLS CLEARING
|
|
2801 MARKET STREET
H0006-09B
ST. LOUIS MO 63103
|
NATIONAL FINANCIAL SERVICES LLC
|
|
499 WASHINGTON BLVD
JERSEY CITY NJ 07310
|
UBS FINANCIAL SERVICES INC.
|
|
1000 HARBOR BLVD
WEEHAWKEN NJ 07086
|
RiverFront Strategic Income Fund
|
|
|
Company Name
|
% of Ownership
|
Address
|
ROBERT W. BAIRD & CO. INC.
|
|
777 E. WISCONSIN AVENUE
19TH FLOOR
MILWAUKEE WI 53202
|
MORGAN STANLEY SMITH BARNEY, LLC
|
|
1300 THAMES ST
6TH FLOOR
BALTIMORE MD 21231
|
RAYMOND JAMES & ASSOCIATES, INC.
|
|
880 Carillon Parkway, St. Petersburg, Florida 33716
|
NATIONAL FINANCIAL SERVICES LLC
|
|
499 WASHINGTON BOULEVARD
JERSEY CITY NJ 07310
|
TD AMERITRADE CLEARING, INC.
|
|
200 S 108TH AVE.
OMAHA NE 68154-2631
|
BB&T SECURITIES, LLC
|
|
8006 DISCOVERY DRIVE
SUITE 200
RICHMOND VA 23229
|
CHARLES SCHWAB & CO., INC.
|
|
2423 E LINCOLN DRIVE
PHOENIX AZ 85016-1215
|
LPL FINANCIAL CO.
|
|
9785 TOWNE CENTRE DRIVE
SAN DIEGO CA 92121-1968
|
SSB&T CO.
|
|
1776 HERITAGE DR.
NORTH QUINCY MA 02171
|
Alerian Energy Infrastructure ETF
|
|
|
Company Name
|
% of Ownership
|
Address
|
CHARLES SCHWAB & CO., INC.
|
|
2423 E LINCOLN DRIVE
PHOENIX AZ 85016-1215
|
TD AMERITRADE CLEARING, INC.
|
|
200 S 108TH AVE.
OMAHA NE 68154-2631
|
NATIONAL FINANCIAL SERVICES LLC
|
|
499 WASHINGTON BLVD
JERSEY CITY NJ 07310
|
ALPS Emerging Sector Dividend Dogs ETF
|
|
|
Company Name
|
% of Ownership
|
Address
|
MORGAN STANLEY SMITH BARNEY, LLC
|
|
1300 THAMES ST
6TH FLOOR
BALTIMORE MD 21231
|
MERRILL LYNCH PIERCE FENNER
|
|
4804 DEERLAKE DR. E.
JACKSONVILLE FL 32246
|
TD AMERITRADE CLEARING, INC.
|
|
200 S 108TH AVE.
OMAHA NE 68154-2631
|
NATIONAL FINANCIAL SERVICES LLC
|
|
499 Washington Blvd 4th Floor, Jersey City, NJ 07310
|
CHARLES SCHWAB & CO., INC.
|
|
2423 E LINCOLN DRIVE
PHOENIX AZ 85016-1215
|
ALPS Medical Breakthroughs ETF
|
|
|
Company Name
|
% of Ownership
|
Address
|
NATIONAL FINANCIAL SERVICES LLC
|
|
499 Washington Blvd 4th Floor, Jersey City, NJ 07310
|
CHARLES SCHWAB & CO., INC.
|
|
2423 E LINCOLN DRIVE
PHOENIX AZ 85016-1215
|
MERRILL LYNCH PIERCE FENNER SAFEKEEPING
|
|
4804 DEERLAKE DR. E.
JACKSONVILLE FL 32246
|
TD AMERITRADE CLEARING, INC.
|
|
200 S 108TH AVE.
OMAHA NE 68154-2631
|
PERSHING, LLC
|
|
ONE PERSHING PLAZA
JERSEY CITY NJ 07399
|
UBS FINANCIAL
|
|
1000 HARBOR BLVD
WEEHAWKEN NJ 07086
|
MORGAN STANLEY SMITH BARNEY, LLC
|
|
1300 THAMES ST
6TH FLOOR
BALTIMORE MD 21231
|
WELLS CLEARING
|
|
2801 MARKET STREET
H0006-09B
ST. LOUIS MO 63103
|
RiverFront Dynamic Unconstrained Income ETF
|
|
Company Name
|
% of Ownership
|
Address
|
BB&T SECURITIES, LLC
|
|
8006 DISCOVERY DRIVE
SUITE 200
RICHMOND VA 23229
|
JPMORGAN
|
|
500 STANTON CHRISTIANA ROAD FLOOR: 03
NEWARK DE 19713-2107
|
SSB&T CO.
|
|
1776 HERITAGE DR.
NORTH QUINCY MA 02171
|
ROBERT W. BAIRD & CO. INC.
|
|
777 E. WISCONSIN AVENUE
19TH FLOOR
MILWAUKEE WI 53202
|
RBC CAPITAL MARKETS, LLC
|
|
60 S 6TH ST – P09
MINNEAPOLIS MN 55402-4400
|
MLPFS
|
|
4804 DEAR LAKE DR E
JACKSONVILLE FL 32246
|
RAYMOND JAMES
|
|
880 CARILION PARKWAY
SAINT PETERSBURG FL 33716
|
RiverFront Dynamic Core Income ETF
|
|
|
Company Name
|
% of Ownership
|
Address
|
BB&T SECURITIES, LLC
|
|
8006 DISCOVERY DRIVE
SUITE 200
RICHMOND VA 23229
|
SSB&T CO.
|
|
1776 HERITAGE DR.
NORTH QUINCY MA 02171
|
ROBERT W. BAIRD & CO. INC.
|
|
777 E. WISCONSIN AVENUE
19TH FLOOR
MILWAUKEE WI 53202
|
NATIONAL FINANCIAL SERVICES, LLC
|
|
499 WASHINGTON BLVD
JERSEY CITY NJ 07310
|
RAYMOND JAMES
|
|
880 CARILION PARKWAY
SAINT PETERSBURG FL 33716
|
JPMORGAN
|
|
500 STANTON CHRISTIANA ROAD FLOOR: 03
NEWARK DE 19713-2107
|
RiverFront Dynamic US Dividend Advantage ETF
|
|
Company Name
|
% of Ownership
|
Address
|
BB&T SECURITIES, LLC
|
|
8006 DISCOVERY DRIVE
SUITE 200
RICHMOND VA 23229
|
SSB&T CO.
|
|
1776 HERITAGE DR.
NORTH QUINCY MA 02171
|
ROBERT W. BAIRD & CO. INC.
|
|
777 E. WISCONSIN AVENUE
19TH FLOOR
MILWAUKEE WI 53202
|
RBC CAPITAL MARKETS, LLC
|
|
60 S 6TH ST - P09
MINNEAPOLIS MN 55402-4400
|
NATIONAL FINANCIAL SERVICES, LLC
|
|
499 WASHINGTON BOULEVARD
JERSEY CITY NJ 07310
|
RAYMOND JAMES
|
|
880 CARILION PARKWAY
SAINT PETERSBURG FL 33716
|
RiverFront Dynamic US Flex-Cap ETF
|
|
|
Company Name
|
% of Ownership
|
Address
|
BB&T SECURITIES, LLC
|
|
8006 DISCOVERY DRIVE
SUITE 200
RICHMOND VA 23229
|
SSB&T CO.
|
|
1776 HERITAGE DR.
NORTH QUINCY MA 02171
|
ROBERT W. BAIRD & CO. INC.
|
|
777 E. WISCONSIN AVENUE
19TH FLOOR
MILWAUKEE WI 53202
|
National Financial Services, LLC
|
|
499 WASHINGTON BLVD
JERSEY CITY NJ 07310
|
ALPS Disruptive Technologies ETF
|
|
Company Name
|
% of Ownership
|
Address
|
MLPFS
|
|
4804 DEERLAKE DR. E.
JACKSONVILLE FL 32246
|
NFS LLC
|
|
499 WASHINGTON BLVD
JERSEY CITY NJ 07310
|
PERSHING
|
|
ONE PERSHING PLAZA
JERSEY CITY NJ 07399
|
CHARLES SCHWAB
|
|
2423 E LINCOLN DRIVE
PHOENIX AZ 85016-1215
|
TD AMERITRADE
|
|
200 S 108TH AVE.
OMAHA NE 68154-2631
|
UBS FINANCIAL SERVICES INC.
|
|
1000 HARBOR BLVD
WEEHAWKEN NJ 07086
|
ALPS Clean Energy ETF
|
|
Company Name
|
% Of Ownership
|
Address
|
CHARLES SCHWAB
|
|
2423 E LINCOLN DRIVE
PHOENIX AZ 85016-1215
|
REL/TRUST
|
|
1100 ABERNATHY RD NE, SUITE 400
ATLANTA GA 30328
|
NATIONAL FINANCIAL SERVICES LLC
|
|
499 WASHINGTON BLVD
JERSEY CITY NJ 07310
|
Book Entry Only System. The following
information supplements and should be read in conjunction with the section in the Prospectus entitled “Book Entry.”
DTC Acts as Securities Depository for Fund
Shares. 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 owned by a number of its DTC Participants and by the NYSE Arca and FINRA. Access to the DTC
system is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a DTC Participant, either directly or indirectly (the “Indirect Participants”).
Beneficial ownership of Shares is limited to
DTC Participants, Indirect Participants and persons holding interests through DTC Participants and Indirect Participants. Ownership
of beneficial interests in Shares (owners of such beneficial interests are referred to herein as “Beneficial Owners”)
is shown on, and the transfer of ownership is effected only through, records maintained by 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 and sale of
Shares.
Conveyance of all notices, statements and other
communications to Beneficial Owners is effected as follows. Pursuant to the Depositary Agreement between the Trust and 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 Shares of each
Fund held by each DTC Participant. The Trust shall inquire of each such DTC Participant as to the number of Beneficial Owners holding
Shares, directly or indirectly, through such DTC Participant. The Trust shall provide each such DTC Participant with copies of
such notice, statement or other communication, in such form, number and at such place as such DTC Participant may reasonably request,
in order that such notice, statement or communication may be transmitted by such DTC Participant, directly or indirectly, to such
Beneficial Owners. In addition, the Trust shall pay to each such DTC Participant a fair and reasonable amount as reimbursement
for the expenses attendant to such transmittal, all subject to applicable statutory and regulatory requirements.
Fund distributions shall be made to DTC or
its nominee, Cede & Co., as the registered holder of all Fund Shares. DTC or its nominee, upon receipt of any such distributions,
shall immediately credit DTC Participants’ accounts with payments in amounts proportionate to their respective beneficial
interests in Shares of each Fund 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 aspect of the records relating to or notices to Beneficial Owners, or payments made on account of beneficial ownership
interests in such Shares, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests,
or for any other aspect of the relationship between 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 decide to discontinue providing its
service with respect to Shares at any time by giving reasonable notice to the Trust and discharging its responsibilities with respect
thereto under applicable law. Under such circumstances, the Trust shall take action to find a replacement for DTC to perform its
functions at a comparable cost.
Proxy Voting. The Board has delegated
responsibility for decisions regarding proxy voting for securities held by each Fund to the Adviser or Sub-Adviser. The Adviser
or Sub-Adviser will vote such proxies in accordance with its proxy policies and procedures, which are included in Appendix A and
B of this SAI. The Board will periodically review each Fund’s proxy voting record.
The Trust is required to disclose annually
each Fund’s complete proxy voting record on Form N-PX covering the period July 1 through June 30 and file it with the SEC
no later than August 31. Form N-PX for each Fund also will be available at no charge upon request by calling 1-866-675-2639 or
by writing to ALPS ETF Trust at 1290 Broadway, Suite 1000, Denver, Colorado 80203. Each Fund’s Form N-PX also is available
on the SEC’s website at www.sec.gov.
Quarterly Portfolio Schedule. The
Trust is required to disclose a complete schedule of each Fund’s portfolio holdings with the SEC on Form N-CSR after its
second and fourth quarters. Disclosure of the Fund’s complete holdings is required to be made monthly on Form N-PORT no
later than 60 days after the end of each fiscal quarter, with information reported on Form N-PORT for the third month of the fiscal
quarter made publicly available by the SEC 60 days after the end of the Fund’s fiscal quarter. Form N-CSR and Form N-PORTs
for each Fund will be available on the SEC’s website at http://www.sec.gov. Each Fund’s Form N-CSR will be available
without charge, upon request, by calling 1-866-675-2639 or by writing to ALPS ETF Trust at 1290 Broadway, Suite 1000, Denver,
Colorado 80203.
Portfolio Holdings Policy. The Trust
has adopted a policy regarding the disclosure of information about the Trust’s portfolio holdings. Each Fund and its service
providers may not receive compensation or any other consideration (which includes any agreement to maintain assets in each Fund
or in other investment companies or accounts managed by the Adviser, Sub-Adviser or any affiliated person of the Adviser or Sub-Adviser)
in connection with the disclosure of portfolio holdings information of the Trust. The Trust’s policy is implemented and overseen
by the Chief Compliance Officer of the Trust, subject to the oversight of the Board. Periodic reports regarding these procedures
will be provided to the Board. The Board must approve all material amendments to this policy. Each Fund’s complete portfolio
holdings are publicly disseminated each day each Fund is open for business through financial reporting and news services, including
publicly accessible Internet web sites. In addition, a basket composition file, which includes the security names and share quantities
to deliver in exchange for Fund shares, together with estimates and actual cash components, is publicly disseminated daily prior
to the opening of the Fund’s listing Exchange and the Nasdaq via the National Securities Clearing Corporation (“NSCC”).
The basket represents one Creation Unit of each Fund. The Trust, the Adviser, Sub-Adviser and the Distributor will not disseminate
non-public information concerning the Trust.
Codes of Ethics. Pursuant to Rule 17j-1
under the 1940 Act, the Board has adopted a Code of Ethics for the Trust and approved Codes of Ethics adopted by the Adviser, Sub-Adviser
and the Distributor (collectively the “Codes”). The Codes are intended to ensure that the interests of shareholders
and other clients are placed ahead of any personal interest, that no undue personal benefit is obtained from the person’s
employment activities and that actual and potential conflicts of interest are avoided.
The Codes apply to the personal investing activities
of Trustees and officers of the Trust, the Adviser, Sub-Adviser and the Distributor (“Access Persons”). Rule 17j-1
and the Codes are designed to prevent unlawful practices in connection with the purchase or sale of securities by Access Persons.
Under the Codes, Access Persons are permitted to engage in personal securities transactions, but are required to report their personal
securities transactions for monitoring purposes. The Codes permit personnel subject to the Codes to invest in securities subject
to certain limitations, including securities that may be purchased or held by each Fund. In addition, certain Access Persons are
required to obtain approval before investing in initial public offerings or private placements. The Codes are on file with the
SEC, and are available to the public.
CREATION AND REDEMPTION OF CREATION UNIT
AGGREGATIONS
Creation. The Trust issues and sells
Shares of each Fund only in Creation Unit Aggregations on a continuous basis through the Distributor, without a sales load, at
its NAV next determined after receipt, on any Business Day (as defined below), of an order in proper form.
A “Business Day” is any day on
which the NYSE is open for business. As of the date of this SAI, the NYSE observes the following holidays: New Year’s Day,
Martin Luther King, Jr. Day, Washington’s Birthday, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving
Day and Christmas Day.
Deposit of Securities and Deposit or Delivery
of Cash. The consideration for purchase of Creation Unit Aggregations of each Fund (except as noted below) generally consists
of the in-kind deposit of a designated portfolio of securities — the “Deposit Securities” — per each Creation
Unit Aggregation constituting a substantial replication of the securities included in the Underlying Index (“Fund Securities”)
and an amount of cash — the “Cash Component” — computed as described below. The AMLP Fund effects creations
in cash (with the required amount of cash for the purchase of a Creation Unit Aggregation being the “Deposit Cash”).
The RIGS Fund, RFUN Fund, RFCI Fund, RFDA Fund and the RFFC Fund may effect creations largely or wholly for cash. Together, the
Deposit Securities, the Cash Component and/or the Deposit Cash constitute the “Fund Deposit,” which represents the
minimum initial and subsequent investment amount for a Creation Unit Aggregation of each Fund.
The Cash Component is sometimes also referred
to as the Balancing Amount. The Cash Component serves the function of compensating for any differences between the NAV per Creation
Unit Aggregation and the Deposit Amount (as defined below). The Cash Component is an amount equal to the difference between the
NAV of the Fund Shares (per Creation Unit Aggregation) and the “Deposit Amount” — an amount equal to the market
value of the Deposit Securities. If the Cash Component is a positive number (i.e., the NAV per Creation Unit Aggregation exceeds
the Deposit Amount), the creator will deliver the Cash Component. If the Cash Component is a negative number (i.e., the NAV per
Creation Unit Aggregation is less than the Deposit Amount), the creator will receive the Cash Component.
The Custodian, through the National Securities
Clearing Corporation (“NSCC”) (discussed below), makes available on each Business Day, prior to the opening of business
on the Fund’s listing 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 Fund Deposit (based on information at the end of the previous Business Day)
for each Fund that effects creations wholly or partly in-kind.
Such Fund Deposit is applicable, subject to
any adjustments as described below, in order to effect creations of Creation Unit Aggregations of a Fund until such time as the
next-announced composition of the Deposit Securities is made available.
The identity and number of shares of the Deposit
Securities required for a Fund Deposit for a Fund changes as rebalancing adjustments and corporate action events are reflected
within the Fund 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 component stocks of a Fund’s
Underlying Index. With respect to the RIGS Fund, RFUN Fund, RFCI Fund, RFDA Fund and the RFFC Fund the Trust intends to require
the substitution of an amount of cash (i.e., a “cash in lieu” amount) to replace any Deposit Security that is a TBA
transaction. The amount of cash contributed will be equal to the price of the TBA transaction listed as a Deposit Security. In
addition, with respect to Funds that effect creations wholly or partly in-kind, the Trust reserves the right to permit or require
the substitution of an amount of cash — i.e., a “cash in lieu” amount — to be added to the Cash Component
to replace any Deposit Security that may not be available in sufficient quantity for delivery or that may not be eligible for transfer
through the systems of DTC or, if applicable, the Clearing Process (discussed below), or which might not be eligible for trading
by an Authorized Participant (as defined below) or the investor for which it is acting or other relevant reason. Brokerage commissions
incurred in connection with the acquisition of Deposit Securities not eligible for transfer through the systems of DTC and hence
not eligible for transfer through the Clearing Process (discussed below) will be at the expense of the applicable Fund and will
affect the value of all Shares; but the Adviser, subject to the approval of the Board of Trustees, may adjust the transaction fee
within the parameters described above to protect ongoing shareholders. 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 Fund Deposit, in the composition of the
Underlying Index or resulting from certain corporate actions.
In addition to the list of names and numbers
of securities constituting the current Deposit Securities of a Fund Deposit, the Custodian, through the NSCC, also makes available
on each Business Day, the estimated Cash Component, effective through and including the previous Business Day, per outstanding
Creation Unit Aggregation of the applicable Fund.
Procedures for Creation of Creation Unit
Aggregations. To be eligible to place orders with the Distributor and to create a Creation Unit Aggregation of a Fund, an entity
must be (i) a “Participating Party,” i.e., a broker-dealer or other participant in the clearing process through the
Continuous Net Settlement System of the NSCC (the “Clearing Process”), a clearing agency that is registered with the
SEC; or (ii) a DTC Participant (see the Book Entry Only System section), and, in each case, must have executed an agreement with
the Distributor, with respect to creations and redemptions of Creation Unit Aggregations (“Participant Agreement”)
(discussed below). A Participating Party and DTC Participant are collectively referred to as an “Authorized Participant.”
Investors should contact the Distributor for the names of Authorized Participants that have signed a Participant Agreement. All
Fund Shares, however created, will be entered on the records of DTC in the name of Cede & Co. for the account of a DTC Participant.
Only U.S. equity securities are eligible to be cleared through the Clearing Process. Therefore, only Funds which invest solely
in such securities are eligible to utilize the Clearing Process.
All orders to create Creation Unit Aggregations,
whether through the Clearing Process (through a Participating Party) or outside the Clearing Process (through a DTC Participant),
must be received by the Distributor no later than the closing time of the regular trading session on the NYSE (“Closing Time”)
(ordinarily 4:00 p.m., Eastern time) in each case on the date such order is placed in order for creation of Creation Unit Aggregations
to be effected based on the NAV of Shares of a Fund as next determined on such date after receipt of the order in proper form.
In the case of custom orders, the order must be received by the Distributor no later than 3:00 p.m., Eastern time on the trade
date. A custom order may be placed by an Authorized Participant in the event that the Trust permits or requires the substitution
of an amount of cash to be added to the Cash Component to replace any Deposit Security which may not be available in sufficient
quantity for delivery or which may not be eligible for trading by such Authorized Participant or the investor for which it is acting
or other relevant reason. The date on which an order to create Creation Unit Aggregations (or an order to redeem Creation Unit
Aggregations, as discussed below) is placed is referred to as the “Transmittal Date.” Orders must be transmitted by
an Authorized Participant by telephone or other transmission method acceptable to the Distributor pursuant to procedures set forth
in the Participant Agreement, as described below (see the “Placement of Creation Orders Using Clearing Process” and
the “Placement of Creation Orders Outside Clearing Process” sections). Severe economic or market disruptions or changes,
or telephone or other communication failure may impede the ability to reach the Distributor or an Authorized Participant.
All orders from investors who are not Authorized
Participants to create Creation Unit Aggregations shall be placed with an Authorized Participant, as applicable, in the form required
by such Authorized Participant. In addition, the Authorized Participant may request the investor to make certain representations
or enter into agreements with respect to the order, e.g., to provide for payments of cash, when required. Investors should be aware
that their particular broker may not have executed a Participant Agreement and that, therefore, orders to create Creation Unit
Aggregations of a Fund have to be placed by the investor’s broker through an Authorized Participant that has executed a Participant
Agreement. In such cases there may be additional charges to such investor. At any given time, there may be only a limited number
of broker-dealers that have executed a Participant Agreement. Those placing orders for Creation Unit Aggregations through the Clearing
Process should afford sufficient time to permit proper submission of the order to the Distributor prior to the Closing Time on
the Transmittal Date. Orders for Creation Unit Aggregations that are affected outside the Clearing Process are likely to require
transmittal by the DTC Participant earlier on the Transmittal Date than orders effected using the Clearing Process. Those persons
placing orders outside the Clearing Process should ascertain the deadlines applicable to DTC and the Federal Reserve Bank wire
system by contacting the operations department of the broker or depository institution effectuating such transfer of Deposit Securities
and Cash Component.
With respect to a Fund that invests in non-U.S.
securities, the Custodian shall cause the sub-custodian of the Funds to maintain an account into which the Authorized Participant
shall deliver, on behalf of itself or the party on whose behalf it is acting, the securities included in the designated Fund Deposit
(or the cash value of all or part of such securities, in the case of a permitted or required cash purchase or “cash in lieu”
amount), with any appropriate adjustments as advised by the Trust. Deposit Securities must be delivered to an account maintained
at the applicable local sub-custodian(s). Orders to purchase Creation Unit Aggregations must be received by the Distributor from
an Authorized Participant on its own or another investor’s behalf by the closing time of the regular trading session on the
Fund’s listing Exchange on the relevant Business Day. However, when a relevant local market is closed due to local market
holidays, the local market settlement process will not commence until the end of the local holiday period. Settlement must occur
by 2:00 p.m., Eastern time, on the contractual settlement date.
The Authorized Participant must also make available
no later than 2:00 p.m., Eastern time, on the contractual settlement date, by means satisfactory to the Trust, immediately-available
or same-day funds estimated by the Trust to be sufficient to pay the Cash Component next determined after acceptance of the purchase
order, together with the applicable purchase transaction fee. Any excess funds will be returned following settlement of the issue
of the Creation Unit Aggregation.
Placement of Creation Orders Using Clearing
Process. The Clearing Process is the process of creating or redeeming Creation Unit Aggregations through the Continuous Net
Settlement System of the NSCC. Fund Deposits (for Funds eligible to utilize the Clearing Process) made through the Clearing Process
must be delivered through a Participating Party that has executed a Participant Agreement. The Participant Agreement authorizes
the Distributor to transmit through the Custodian to NSCC, on behalf of the Participating Party, such trade instructions as are
necessary to effect the Participating Party’s creation order. Pursuant to such trade instructions to NSCC, the Participating
Party agrees to deliver the requisite Deposit Securities and the Cash Component to the Trust, together with such additional information
as may be required by the Distributor. An order to create Creation Unit Aggregations through the Clearing Process is deemed received
by the Distributor on the Transmittal Date if (i) such order is received by the Distributor not later than the Closing Time on
such Transmittal Date and (ii) all other procedures set forth in the Participant Agreement are properly followed.
Placement of Creation Orders Outside Clearing
Process. Fund Deposits made outside the Clearing Process (including all Fund Deposits made for Funds that are not eligible
to utilize the Clearing Process) must be delivered through a DTC Participant that has executed a Participant Agreement pre-approved
by the Adviser and the Distributor. A DTC Participant who wishes to place an order creating Creation Unit Aggregations to be effected
outside the Clearing Process does not need to be a Participating Party, but such orders must state that the DTC Participant is
not using the Clearing Process and that the creation of Creation Unit Aggregations will instead be effected through a transfer
of securities and cash directly through DTC. The Fund Deposit transfer must be ordered by the DTC Participant on the Transmittal
Date in a timely fashion so as to ensure the delivery of the requisite number of Deposit Securities through DTC to the account
of the Fund by no later than 11:00 a.m., Eastern time, of the next Business Day immediately following the Transmittal Date.
All questions as to the number of Deposit Securities
to be delivered, and the validity, form and eligibility (including time of receipt) for the deposit of any tendered securities,
will be determined by the Trust, whose determination shall be final and binding. The amount of cash equal to the Cash Component
must be transferred directly to the Custodian through the Federal Reserve Bank wire transfer system in a timely manner so as to
be received by the Custodian no later than 2:00 p.m., Eastern time, on the next Business Day immediately following such Transmittal
Date. An order to create Creation Unit Aggregations outside the Clearing Process is deemed received by the Distributor on the Transmittal
Date if (i) such order is received by the Distributor not later than the Closing Time on such Transmittal Date; and (ii) all other
procedures set forth in the Participant Agreement are properly followed. However, if the Custodian does not receive both the required
Deposit Securities and the Cash Component by 11:00 a.m. and 2:00 p.m., respectively, on the next Business Day immediately following
the Transmittal Date, such order will be canceled. Upon written notice to the Distributor, such canceled order may be resubmitted
the following Business Day using a Fund Deposit as newly constituted to reflect the then current Deposit Securities and Cash Component.
The delivery of Creation Unit Aggregations so created will occur no later than the second (2nd) Business Day following the day
on which the purchase order is deemed received by the Distributor.
Additional transaction fees may be imposed
with respect to transactions effected outside the Clearing Process (through a DTC Participant) (for Funds that could utilize the
Clearing Process) and in the circumstances in which any cash can be used in lieu of Deposit Securities to create Creation Units.
(See Creation Transaction Fee section below).
Creation Unit Aggregations may be created in
advance of receipt by the Trust of all or a portion of the applicable Deposit Securities as described below. In these circumstances,
the initial deposit will have a value greater than the NAV of the Fund Shares on the date the order is placed in proper form since,
in addition to available Deposit Securities, cash must be deposited in an amount equal to the sum of (i) the Cash Component, plus
(ii) 115% of the market value of the undelivered Deposit Securities (the “Additional Cash Deposit”). The order shall
be deemed to be received on the Business Day on which the order is placed provided that the order is placed in proper form prior
to 4:00 p.m., Eastern time, on such date, and federal funds in the appropriate amount are deposited with the Custodian by 11:00
a.m., Eastern time, the following Business Day. If the order is not placed in proper form by 4:00 p.m. or federal funds in the
appropriate amount are not received by 11:00 a.m. the next Business Day, then the order may be deemed to be canceled and the Authorized
Participant shall be liable to a Fund for losses, if any, resulting therefrom. An additional amount of cash shall be required to
be deposited with the Trust, pending delivery of the missing Deposit Securities to the extent necessary to maintain the Additional
Cash Deposit with the Trust in an amount at least equal to 115% of the daily marked to market value of the missing Deposit Securities.
To the extent that missing Deposit Securities are not received by 1:00 p.m., Eastern time, on the second Business Day following
the day on which the purchase order is deemed received by the Distributor or in the event a marked-to-market payment is not made
within one Business Day following notification by the Distributor that such a payment is required, the Trust may use the cash on
deposit to purchase the missing Deposit Securities. Authorized Participants will be liable to the Trust and a Fund for the costs
incurred by the Trust in connection with any such purchases. These costs will be deemed to include the amount by which the actual
purchase price of the Deposit Securities exceeds the market value of such Deposit Securities on the day the purchase order was
deemed received by the Distributor plus the brokerage and related transaction costs associated with such purchases. The Trust will
return any unused portion of the Additional Cash Deposit once all of the missing Deposit Securities have been properly received
by the Custodian or purchased by the Trust and deposited into the Trust. In addition, a transaction fee, as described below, will
be charged in all cases. The delivery of Creation Unit Aggregations so created will occur no later than the second Business Day
following the day on which the purchase order is deemed received by the Distributor.
Acceptance of Orders for Creation Unit Aggregations.
The Trust reserves the absolute right to reject a creation order transmitted to it by the Distributor in respect of a Fund if:
(i) the order is not in proper form; (ii) the investor(s), upon obtaining the Fund Shares ordered, would own 80% or more of the
currently outstanding shares of any Fund; (iii) the Deposit Securities delivered are not as disseminated for that date by the Custodian,
as described above; (iv) acceptance of the Deposit Securities would have certain adverse tax consequences to a Fund; (v) acceptance
of the Fund Deposit would, in the opinion of counsel, be unlawful; (vi) acceptance of the Fund Deposit would otherwise, in the
discretion of the Trust or the Adviser, have an adverse effect on the Trust or the rights of beneficial owners; or (vii) in the
event that circumstances outside the control of the Trust, the Custodian, the Distributor and the Adviser make it for all practical
purposes impossible to process creation orders. Examples of such circumstances include acts of God; public service or utility problems
such as fires, floods, extreme weather conditions and power outages resulting in telephone, telecopy and computer failures; market
conditions or activities causing trading halts; systems failures involving computer or other information systems affecting the
Trust, the Adviser, the Sub-Adviser, the Distributor, DTC, NSCC, the Custodian or sub-custodian or any other participant in the
creation process, and similar extraordinary events. The Distributor shall notify a prospective creator of a Creation Unit and/or
the Authorized Participant acting on behalf of such prospective creator of its rejection of the order of such person. The Trust,
the Custodian, any sub-custodian and the Distributor are under no duty, however, to give notification of any defects or irregularities
in the delivery of Fund Deposits nor shall any of them incur any liability for the failure to give any such notification.
All questions as to the number of shares of
each security in the Deposit Securities and the validity, form, eligibility, and acceptance for deposit of any securities to be
delivered shall be determined by the Trust, and the Trust’s determination shall be final and binding.
Creation and Redemption Transaction Fee.
Authorized Participants may be required to pay a creation or redemption fee for purchasing or redeeming Creation Units. Creation
and redemption transactions for each Fund are subject to an creation or redemption fee, payable to SSB, in the amount listed in
the table below, irrespective of the size of the order.
An additional variable charge may be imposed
for creations effected outside the Clearing Process (with respect to Funds that could utilize the Clearing Process).
In addition, in the case of cash creations
or where the Trust permits or requires an Authorized Participant to substitute cash in lieu of depositing a portion of the Deposit
Securities, the Authorized Participant may be assessed an additional variable charge to compensate a Fund for the costs associated
with purchasing the applicable securities. The Trust may adjust these fees from time to time based upon actual experience. As a
result, in order to seek to replicate the in-kind creation order process, the Trust expects to purchase, in the secondary market
or otherwise gain exposure to, the portfolio securities that could have been delivered as a result of an in-kind creation order
pursuant to local law or market convention, or for other reasons (“Market Purchases”). In such cases where the Trust
makes Market Purchases, the Authorized Participant will reimburse the Trust for, among other things, any difference between the
market value at which the securities and/or financial instruments were purchased by the Trust and the cash in lieu amount (which
amount, at the Adviser’s or Sub-Adviser’s discretion, may be capped), applicable registration fees, brokerage commissions
and certain taxes. The Adviser or Sub-Adviser may adjust the transaction fee to the extent the composition of the creation securities
changes or cash in lieu is added to the Cash Component to protect ongoing shareholders. Investors are responsible for the costs
of transferring the securities constituting the Deposit Securities to the account of the Trust.
The standard creation or redemption transaction
fee for each Fund is set forth below.
FUND
|
|
STANDARD CREATION OR REDEMPTION TRANSACTION FEE
|
|
RDOG
|
|
$
|
500
|
|
EQL
|
|
$
|
500
|
|
AMLP
|
|
$
|
500
|
|
SDOG
|
|
$
|
500
|
|
BFOR
|
|
$
|
500
|
|
IDOG
|
|
$
|
1,500
|
|
RIGS
|
|
$
|
500
|
|
ENFR
|
|
$
|
500
|
|
EDOG
|
|
$
|
1,500
|
|
SBIO
|
|
$
|
500
|
|
RFUN
|
|
$
|
500
|
|
RFCI
|
|
$
|
500
|
|
RFDA
|
|
$
|
500
|
|
RFFC
|
|
$
|
500
|
|
DTEC
|
|
$
|
500
|
|
ACES
|
|
$
|
500
|
|
Redemption of Fund Shares in Creation Units
Aggregations. Fund Shares may be redeemed only in Creation Unit Aggregations at a Fund’s NAV next determined after receipt
of a redemption request in proper form by a Fund through the Transfer Agent and only on a Business Day. The Funds will not redeem
Shares in amounts less than Creation Unit Aggregations. Beneficial owners must accumulate enough Shares in the secondary market
to constitute a Creation Unit Aggregation in order to have such Shares redeemed by the Trust. There can be no assurance, however,
that there will be sufficient liquidity in the public trading market at any time to permit assembly of a Creation Unit Aggregation.
Investors should expect to incur brokerage and other costs in connection with assembling a sufficient number of Fund Shares to
constitute a redeemable Creation Unit Aggregation.
An Authorized Participant submitting a redemption
request is deemed to represent to the Trust that it (or its client) (i) has full legal authority and legal right to tender for
redemption the requisite number of Shares of the applicable Fund and to receive the entire proceeds of the redemption, and (ii)
if such Shares submitted for redemption have been loaned or pledged to another party or are the subject of a repurchase agreement,
securities lending agreement or any other arrangement effecting legal or beneficial ownership of such Shares being tendered there
are no restrictions precluding the tender and delivery of such Shares (including borrowed Shares, if any) for redemption, free
and clear of liens, on the redemption settlement date. The Trust reserves the right to verify these representations at its discretion,
but will typically require verification with respect to a redemption request from the Fund in connection with higher levels of
redemption activity and/or short interest in the Fund. If the Authorized Participant, upon receipt of a verification request, does
not provide sufficient verification of its representations as determined by the Trust, the redemption request will not be considered
to have been received in proper form and may be rejected by the Trust.
With respect to each Fund that effects redemptions
wholly or partly in-kind, the Custodian, through the NSCC, makes available prior to the opening of business on the Fund’s
listing Exchange (currently 9:30 a.m., Eastern time) on each Business Day, the identity of the Fund Securities that will be applicable
(subject to possible amendment or correction) to redemption requests received in proper form (as described below) on that day.
Fund Securities received on redemption may not be identical to Deposit Securities that are applicable to creations of Creation
Unit Aggregations.
Unless cash redemptions (or partial cash redemptions)
are available or specified for a Fund, the redemption proceeds for a Creation Unit Aggregation generally consist of Fund Securities
— as announced on the Business Day of the request for redemption received in proper form — plus or minus cash in an
amount equal to the difference between the NAV of the Fund Shares being redeemed, as next determined after a receipt of a request
in proper form, and the value of the Fund Securities (the “Cash Redemption Amount”), less a redemption transaction
fee as listed below. In the event that the Fund Securities have a value greater than the NAV of the Fund Shares, a compensating
cash payment equal to the difference is required to be made by or through an Authorized Participant by the redeeming shareholder.
The AMLP Fund effects redemptions in cash.
The RIGS Fund, the RFCI Fund, the RFUN Fund, the RFDA Fund and the RFFC Fund may effect redemptions largely or wholly in cash.
The right of redemption may be suspended or
the date of payment postponed (i) for any period during which the NYSE is closed (other than customary weekend and holiday closings);
(ii) for any period during which trading on the NYSE is suspended or restricted; (iii) for any period during which an emergency
exists as a result of which disposal of the Shares of a Fund or determination of a Fund’s NAV is not reasonably practicable;
or (iv) in such other circumstances as is permitted by the SEC.
Redemption Transaction Fee. A redemption
transaction fee is imposed to offset transfer and other transaction costs that may be incurred by a Fund. An additional variable
charge for cash redemptions (when cash redemptions are available or specified) for a Fund may be imposed to compensate a Fund for
the costs associated with selling the applicable securities. A Fund may adjust these fees from time to time based on actual experience.
As a result, in order to seek to replicate the in-kind redemption order process, the Trust expects to sell, in the secondary market,
the portfolio securities that will not be delivered as part of an in-kind redemption order (“Market Sales”). In such
cases where the Trust makes Market Sales, the Authorized Participant will reimburse the Trust for, among other things, any difference
between the market value at which the securities were sold by the Trust and the cash in lieu amount (which amount, at the Investment
Adviser’s discretion, may be capped), applicable registration fees, brokerage commissions and taxes. To the extent applicable,
brokerage commissions incurred in connection with the Trust’s sale of portfolio securities will be at the expense of a Fund
and will affect the value of all Shares of the Fund; but the Adviser or Sub-Adviser may adjust the transaction fee to the extent
the composition of the redemption securities changes or cash in lieu is added to the Cash Redemption Amount to protect ongoing
shareholders. Investors who use the services of a broker or other such intermediary may be charged a fee for such services. The
standard redemption transaction fees for a Fund otherwise are the same as the standard creation fees set forth above. In no event
will a redemption transaction fee exceed 2% of the amount redeemed. Investors will also bear the costs of transferring the Fund
Securities from the Trust to their account or on their order.
Placement of Redemption Orders Using Clearing
Process. Orders to redeem Creation Unit Aggregations through the Clearing Process (for Funds eligible to utilize the Clearing
Process) must be delivered through a Participating Party that has executed the Participant Agreement. An order to redeem Creation
Unit Aggregations using the Clearing Process is deemed received by the Trust on the Transmittal Date if (i) such order is received
by the Transfer Agent not later than 4:00 p.m., Eastern time, on such Transmittal Date, and (ii) all other procedures set forth
in the Participant Agreement are properly followed; such order will be effected based on the NAV of the relevant Fund as next determined.
An order to redeem Creation Unit Aggregations using the Clearing Process made in proper form but received by the Trust after 4:00
p.m., Eastern time, will be deemed received on the next Business Day immediately following the Transmittal Date and will be effected
at the NAV next determined on such next Business Day. The requisite Fund Securities and the Cash Redemption Amount will be transferred
by the second NSCC Business Day following the date on which such request for redemption is deemed received.
Placement of Redemption Orders Outside Clearing
Process. Orders to redeem Creation Unit Aggregations outside the Clearing Process (including all redemption orders for Funds
not eligible to utilize the Clearing Process) must be delivered through a DTC Participant that has executed the Participant Agreement.
A DTC Participant who wishes to place an order for redemption of Creation Unit Aggregations to be effected outside the Clearing
Process does not need to be a Participating Party, but such orders must state that the DTC Participant is not using the Clearing
Process and that redemption of Creation Unit Aggregations will instead be effected through transfer of Fund Shares directly through
DTC. An order to redeem Creation Unit Aggregations outside the Clearing Process is deemed received by the Trust on the Transmittal
Date if (i) such order is received by the Transfer Agent not later than 4:00 p.m., Eastern time on such Transmittal Date; (ii)
such order is accompanied or followed by the requisite number of Shares of a Fund, which delivery must be made through DTC to the
Custodian no later than 11:00 a.m., Eastern time (for the Fund Shares), on the next Business Day immediately following such Transmittal
Date (the “DTC Cut-Off-Time”) and 2:00 p.m., Eastern Time for any Cash Component, if any owed to a Fund; and (iii)
all other procedures set forth in the Participant Agreement are properly followed. After the Trust has deemed an order for redemption
outside the Clearing Process received, the Trust will initiate procedures to transfer the requisite Fund Securities which are expected
to be delivered within two Business Days and the Cash Redemption Amount, if any owed to the redeeming Beneficial Owner to the Authorized
Participant on behalf of the redeeming Beneficial Owner by the second Business Day following the Transmittal Date on which such
redemption order is deemed received by the Trust. With respect to Funds that invest in non-U.S. securities, however, due to the
schedule of holidays in certain countries, the delivery of in-kind redemption proceeds may take longer than two Business Days after
the day on which the redemption request is received in proper form. In such cases, the local market settlement procedures will
not commence until the end of the local holiday periods. See below for a list of the local holidays in the foreign countries relevant
to the Funds. In addition, for Funds that invest in non-U.S. securities, in connection with taking delivery of shares of Fund Securities
upon redemption of shares of the Fund, a redeeming Beneficial Owner, or Authorized Participant action on behalf of such Beneficial
Owner must maintain appropriate security arrangements with a qualified broker-dealer, bank or other custody provider in each jurisdiction
in which any of the Fund Securities are customarily traded, to which account such Fund Securities will be delivered.
The calculation of the value of the Fund Securities
and the Cash Redemption Amount to be delivered/received upon redemption will be made by the Custodian according to the procedures
set forth under Determination of NAV computed on the Business Day on which a redemption order is deemed received by the Trust.
Therefore, if a redemption order in proper form is submitted to the Transfer Agent by a DTC Participant not later than Closing
Time on the Transmittal Date, and the requisite number of Shares of a Fund are delivered to the Custodian prior to the DTC Cut-Off-Time,
then the value of the Fund Securities and the Cash Redemption Amount to be delivered/received will be determined by the Custodian
on such Transmittal Date. If, however, either (i) the requisite number of Shares of the relevant Fund are not delivered by the
DTC Cut-Off-Time, as described above, or (ii) the redemption order is not submitted in proper form, then the redemption order will
not be deemed received as of the Transmittal Date. In such case, the value of the Fund Securities and the Cash Redemption Amount
to be delivered/received will be computed on the Business Day following the Transmittal Date provided that the Fund Shares of the
relevant Fund are delivered through DTC to the Custodian by 11:00 a.m. the following Business Day pursuant to a properly submitted
redemption order.
For Funds that effect redemptions wholly or
partly in-kind, if it is not possible to effect deliveries of the Fund Securities, the Trust may in its discretion exercise its
option to redeem such Fund Shares in cash, and the redeeming Beneficial Owner will be required to receive its redemption proceeds
in cash. In addition, an investor may request a redemption in cash that the relevant Fund may, in its sole discretion, permit.
In either case, the investor will receive a cash payment equal to the NAV of its Fund Shares based on the NAV of Shares of the
relevant Fund next determined after the redemption request is received in proper form (minus a redemption transaction fee and additional
charge for requested cash redemptions specified above, to offset the Fund’s brokerage and other transaction costs associated
with the disposition of Fund Securities). Each Fund may also, in its sole discretion, upon request of a shareholder, provide such
redeemer a portfolio of securities that differs from the exact composition of the Fund Securities, or cash in lieu of some securities
added to the Cash Component, but in no event will the total value of the securities delivered and the cash transmitted differ from
the NAV. Redemptions of Fund Shares for Fund Securities will be subject to compliance with applicable federal and state securities
laws and the relevant Fund (whether or not it otherwise permits cash redemptions) reserves the right to redeem Creation Unit Aggregations
for cash to the extent that the Trust could not lawfully deliver specific Fund Securities upon redemptions or could not do so without
first registering the Fund Securities under such laws. An Authorized Participant or an investor for which it is acting subject
to a legal restriction with respect to a particular security included in the Fund Securities applicable to the redemption of a
Creation Unit Aggregation may be paid an equivalent amount of cash. The Authorized Participant may request the redeeming Beneficial
Owner of the Fund Shares to complete an order form or to enter into agreements with respect to such matters as compensating cash
payment, beneficial ownership of shares or delivery instructions.
Regular Holidays. Each Fund that invests
in non-U.S. securities generally intends to effect deliveries of Creation Units and Portfolio Securities on a basis of “T”
plus two Business Days (i.e., days on which the national securities exchange is open). The Fund may effect deliveries of Creation
Units and Portfolio Securities on a basis other than T plus two or T plus one in order to accommodate local holiday schedules,
to account for different treatment among foreign and U.S. markets of dividend record dates and ex-dividend dates, or under certain
other circumstances. The ability of the Trust to effect in-kind creations and redemptions within two Business Days of receipt of
an order in good form is subject, among other things, to the condition that, within the time period from the date of the order
to the date of delivery of the securities, there are no days that are holidays in the applicable foreign market. For every occurrence
of one or more intervening holidays in the applicable foreign market that are not holidays observed in the U.S. equity market,
the redemption settlement cycle will be extended by the number of such intervening holidays. In addition to holidays, other unforeseeable
closings in a foreign market due to emergencies may also prevent the Trust from delivering securities within normal settlement
period.
The securities delivery cycles currently practicable
for transferring Portfolio Securities to redeeming investors, coupled with foreign market holiday schedules, will require a delivery
process longer than seven calendar days for each such Fund, in certain circumstances. The holidays applicable to each such Fund
during such periods are listed below, as are instances where more than seven days will be needed to deliver redemption proceeds.
Although certain holidays may occur on different dates in subsequent years, the number of days required to deliver redemption proceeds
in any given year is not expected to exceed the maximum number of days listed below for a Fund. The proclamation of new holidays,
the treatment by market participants of certain days as “informal holidays” (e.g., days on which no or limited securities
transactions occur, as a result of substantially shortened trading hours), the elimination of existing holidays, or changes in
local securities delivery practices, could affect the information set forth herein at some time in the future.
The dates in calendar year 2020 in which the
regular holidays affecting the relevant securities markets of the below listed countries are as follows:
ARGENTINA
|
|
|
|
January 1
|
April 18
|
June 20
|
October 20
|
March 4
|
April 19
|
July 8
|
November 18
|
March 5
|
May 1
|
July 9
|
December 8
|
March 24
|
May 25
|
August 19
|
December 25
|
April 2
|
June 17
|
October 14
|
|
|
|
|
|
AUSTRALIA
|
|
|
|
January 1
|
April 22
|
August 5
|
December 25
|
January 28
|
April 25
|
October 7
|
November 5
|
April 19
|
May 6
|
|
|
|
|
|
|
AUSTRIA
|
|
|
|
January 1
|
May 30
|
August 15
|
December 8
|
January 6
|
June 10
|
October 26
|
December 25
|
April 22
|
June 20
|
November 1
|
December 26
|
May 1
|
|
|
|
|
|
|
|
BRAZIL
|
|
|
|
January 1
|
March 6
|
June 20
|
November 2
|
January 25
|
April 19
|
July 9
|
November 15
|
March 4
|
April 21
|
September 7
|
December 25
|
March 5
|
May 1
|
October 12
|
|
|
|
|
|
CANADA
|
|
|
|
January 1
|
April 19
|
July 1
|
November 11
|
February 11
|
April 22
|
August 5
|
December 25
|
February 18
|
May 20
|
September 2
|
December 26
|
February 19
|
June 21
|
October 14
|
|
|
|
|
|
CHILE
|
|
|
|
January 1
|
May 21
|
September 18
|
November 1
|
April 19
|
July 1
|
September 19
|
December 8
|
April 20
|
July 16
|
October 14
|
December 25
|
May 1
|
August 15
|
|
|
|
|
|
|
CHINA
|
|
|
|
January 1
|
February 7
|
June 7
|
October 3
|
February 4
|
February 8
|
September 13
|
October 4
|
February 5
|
April 5
|
October 1
|
October 7
|
February 6
|
May 1
|
October 2
|
|
|
|
|
|
CZECH REPUBLIC
|
|
|
|
January 1
|
May 8
|
September 28
|
December 24
|
April 19
|
July 5
|
October 28
|
December 25
|
April 22
|
July 6
|
November 17
|
December 26
|
May 1
|
|
|
|
|
|
|
|
DENMARK
|
|
|
|
January 1
|
April 22
|
June 5
|
December 25
|
April 18
|
May 17
|
June 10
|
December 26
|
April 19
|
May 30
|
December 24
|
December 31
|
EGYPT
|
|
|
|
January 7
|
May 1
|
July 23
|
September 1
|
January 25
|
June 5
|
August 12
|
October 6
|
April 25
|
June 6
|
August 13
|
November 10
|
April 28
|
June 7
|
August 14
|
|
|
|
|
|
FINLAND
|
|
|
|
January 1
|
April 22
|
December 6
|
December 25
|
January 6
|
May 1
|
December 24
|
December 26
|
April 19
|
May 30
|
|
|
|
|
|
|
FRANCE
|
|
|
|
January 1
|
May 8
|
July 14
|
November 11
|
April 22
|
May 30
|
August 15
|
December 25
|
May 1
|
June 10
|
November 1
|
December 26
|
|
|
|
|
GERMANY
|
|
|
|
January 1
|
May 1
|
June 10
|
December 25
|
April 9
|
May 30
|
October 3
|
December 26
|
April 22
|
|
|
|
|
|
|
|
HONG KONG
|
|
|
|
January 1
|
April 5
|
May 13
|
October 1
|
February 4
|
April 19
|
June 7
|
October 7
|
February 5
|
April 20
|
July 1
|
December 25
|
February 6
|
April 22
|
September 14
|
December 26
|
February 7
|
May 1
|
|
|
|
|
|
|
HUNGARY
|
|
|
|
January 1
|
May 1
|
August 19
|
November 1
|
March 15
|
June 9
|
August 20
|
December 25
|
April 19
|
June 10
|
October 23
|
December 26
|
April 22
|
|
|
|
|
|
|
|
INDIA
|
|
|
|
January 26
|
March 21
|
May 1
|
October 2
|
February 19
|
April 19
|
August 15
|
December 25
|
March 4
|
|
|
|
|
|
|
|
INDONESIA
|
|
|
|
January 1
|
April 19
|
June 1
|
August 17
|
February 5
|
May 1
|
June 5
|
September 1
|
March 7
|
May 19
|
June 6
|
November 10
|
April 3
|
May 30
|
August 12
|
December 25
|
|
|
|
|
IRELAND
|
|
|
|
January 1
|
April 22
|
August 5
|
December 26
|
March 18
|
May 6
|
October 28
|
December 27
|
April 19
|
June 3
|
December 25
|
|
ISRAEL
|
|
|
|
March 21
|
May 9
|
September 30
|
October 14
|
April 21
|
June 10
|
October 1
|
October 22
|
April 27
|
August 11
|
October 9
|
|
|
|
|
|
ITALY
|
|
|
|
January 1
|
April 22
|
June 2
|
December 8
|
January 6
|
April 25
|
August 15
|
December 25
|
April 19
|
May 1
|
November 1
|
December 26
|
|
|
|
|
JAPAN
|
|
|
|
January 1
|
March 21
|
July 15
|
October 14
|
January 2
|
April 19
|
August 12
|
November 4
|
January 3
|
May 3
|
September 16
|
November 25
|
January 14
|
May 4
|
September 23
|
December 23
|
February 11
|
May 6
|
|
|
|
|
|
|
KENYA
|
|
|
|
January 1
|
May 1
|
October 10
|
December 25
|
March 30
|
June 1
|
October 20
|
December 26
|
April 2
|
June 15
|
December 12
|
|
|
|
|
|
LUXEMBOURG
|
|
|
|
January 1
|
May 1
|
June 23
|
December 25
|
April 19
|
May 30
|
August 15
|
December 26
|
April 22
|
June 10
|
November 1
|
|
|
|
|
|
MALAYSIA
|
|
|
|
January 1
|
March 1
|
June 5
|
September 9
|
January 21
|
March 19
|
June 6
|
September 16
|
February 1
|
March 22
|
August 12
|
November 10
|
February 5
|
May 1
|
August 31
|
December 25
|
February 6
|
May 19
|
September 1
|
|
|
|
|
|
MAURITIUS
|
|
|
|
January 1
|
February 5
|
May 1
|
October 27
|
January 2
|
March 4
|
June 5
|
November 2
|
January 21
|
March 12
|
August 15
|
December 25
|
February 1
|
April 6
|
September 2
|
|
|
|
|
|
MEXICO
|
|
|
|
January 1
|
April 18
|
May 5
|
December 12
|
February 4
|
April 19
|
September 16
|
December 25
|
March 18
|
May 1
|
November 18
|
|
|
|
|
|
MONACO
|
|
|
|
January 1
|
May 1
|
June 20
|
November 19
|
January 27
|
May 30
|
August 15
|
December 8
|
April 22
|
June 10
|
November 1
|
December 25
|
MOROCCO
|
|
|
|
January 1
|
July 29
|
August 20
|
November 6
|
January 11
|
August 12
|
August 21
|
November 10
|
May 1
|
August 14
|
September 1
|
November 18
|
|
|
|
|
NETHERLANDS
|
|
|
|
January 1
|
April 27
|
May 30
|
December 25
|
April 19
|
May 4
|
June 10
|
December 26
|
April 22
|
May 5
|
|
|
|
|
|
|
NIGERIA
|
|
|
|
January 1
|
April 22
|
June 5
|
December 25
|
March 8
|
May 1
|
August 12
|
December 26
|
April 19
|
May 29
|
October 1
|
|
|
|
|
|
NORWAY
|
|
|
|
January 1
|
April 22
|
May 30
|
December 25
|
April 18
|
May 1
|
June 10
|
December 26
|
April 19
|
May 17
|
December 24
|
|
|
|
|
|
PERU
|
|
|
|
January 1
|
May 1
|
July 29
|
November 1
|
April 18
|
June 29
|
August 30
|
December 8
|
April 19
|
July 28
|
October 8
|
December 25
|
|
|
|
|
PHILIPPINES
|
|
|
|
January 1
|
April 19
|
August 12
|
December 24
|
February 5
|
May 1
|
August 21
|
December 25
|
April 9
|
June 5
|
August 26
|
December 30
|
April 18
|
June 12
|
November 1
|
December 31
|
|
|
|
|
POLAND
|
|
|
|
January 1
|
May 1
|
August 15
|
December 25
|
January 6
|
May 3
|
November 1
|
December 26
|
April 22
|
June 20
|
November 11
|
|
|
|
|
|
PORTUGAL
|
|
|
|
January 1
|
May 1
|
August 15
|
December 1
|
April 19
|
June 10
|
October 5
|
December 8
|
April 25
|
June 20
|
November 1
|
December 25
|
|
|
|
|
RUSSIA
|
|
|
|
January 1
|
January 4
|
March 8
|
June 12
|
January 2
|
January 7
|
May 1
|
November 4
|
January 3
|
February 23
|
May 9
|
|
|
|
|
|
SINGAPORE
|
|
|
|
January 1
|
April 19
|
June 5
|
October 27
|
February 5
|
May 1
|
August 9
|
December 25
|
February 6
|
May 19
|
August 12
|
|
SOUTH AFRICA
|
|
|
|
January 1
|
April 22
|
June 17
|
December 16
|
March 21
|
April 27
|
August 9
|
December 25
|
April 19
|
May 1
|
September 24
|
December 26
|
|
|
|
|
SOUTH KOREA
|
|
|
|
January 1
|
May 1
|
June 13
|
September 26
|
February 4
|
May 5
|
August 15
|
October 3
|
February 5
|
May 7
|
September 23
|
October 9
|
February 6
|
May 22
|
September 24
|
December 25
|
March 1
|
June 6
|
September 25
|
|
|
|
|
|
SPAIN
|
|
|
|
January 1
|
April 22
|
September 11
|
December 6
|
January 6
|
May 1
|
October 12
|
December 8
|
April 18
|
July 25
|
November 1
|
December 25
|
April 19
|
August 15
|
|
|
|
|
|
|
SWEDEN
|
|
|
|
January 1
|
May 1
|
June 22
|
December 25
|
January 6
|
May 30
|
November 2
|
December 26
|
April 19
|
June 6
|
December 24
|
December 31
|
April 22
|
June 21
|
|
|
|
|
|
|
SWITZERLAND
|
|
|
|
January 1
|
April 22
|
June 10
|
December 25
|
January 2
|
May 30
|
August 1
|
December 26
|
April 19
|
|
|
|
|
|
|
|
TAIWAN
|
|
|
|
January 1
|
February 7
|
February 23
|
April 5
|
February 4
|
February 8
|
February 28
|
June 7
|
February 5
|
February 9
|
March 1
|
September 13
|
February 6
|
February 19
|
April 4
|
October 10
|
|
|
|
|
THAILAND
|
|
|
|
January 1
|
April 15
|
July 17
|
October 23
|
February 19
|
April 16
|
July 29
|
December 5
|
April 8
|
April 17
|
August 12
|
December 10
|
April 13
|
May 1
|
October 14
|
December 31
|
April 14
|
May 19
|
|
|
|
|
|
|
TURKEY
|
|
|
|
January 1
|
May 19
|
August 13
|
August 30
|
April 23
|
June 5
|
August 14
|
October 29
|
May 1
|
August 12
|
August 15
|
|
|
|
|
|
UKRAINE
|
|
|
|
January 1
|
April 29
|
June 17
|
August 26
|
January 7
|
May 1
|
June 28
|
October 14
|
March 8
|
May 9
|
August 24
|
December 25
|
April 28
|
|
|
|
UNITED KINGDOM
|
|
|
|
January 1
|
May 6
|
August 5
|
December 25
|
April 19
|
May 27
|
August 6
|
December 26
|
April 22
|
|
|
|
|
|
|
|
UNITED STATES
|
|
|
|
January 1
|
April 19
|
July 4
|
November 28
|
January 21
|
May 27
|
September 2
|
December 25
|
February 18
|
|
|
|
|
|
|
|
VIETNAM
|
|
|
|
January 1
|
February 6
|
April 15
|
May 1
|
February 4
|
February 7
|
April 30
|
September 2
|
February 5
|
February 8
|
|
|
The longest redemption cycle for the Fund is a function
of the longest redemption cycle among the countries whose securities comprise the Fund. In the calendar year 2020, the dates of
regular holidays affecting the following securities markets present the worst-case (longest) redemption cycle* for the Fund as
follows:
SETTLEMENT PERIODS GREATER THAN
SEVEN DAYS FOR YEAR 2019
|
|
Beginning of
Settlement
Period
|
|
|
End of
Settlement
Period
|
|
|
Number of
Days in
Settlement
Period
|
|
Australia
|
|
|
4/18/2019
|
|
|
|
4/26/2019
|
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brazil
|
|
|
2/27/2019
|
|
|
|
3/7/2019
|
|
|
|
8
|
|
|
|
|
2/28/2019
|
|
|
|
3/8/2019
|
|
|
|
8
|
|
|
|
|
3/1/2019
|
|
|
|
3/11/2019
|
|
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
China
|
|
|
1/30/2019
|
|
|
|
2/11/2019
|
|
|
|
12
|
|
|
|
|
1/31/2019
|
|
|
|
2/12/2019
|
|
|
|
12
|
|
|
|
|
2/1/2019
|
|
|
|
2/11/2019
|
|
|
|
10
|
|
|
|
|
2/1/2019
|
|
|
|
2/13/2019
|
|
|
|
12
|
|
Czech Republic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/30/2019
|
|
|
|
2/11/2019
|
|
|
|
12
|
|
|
|
|
1/31/2019
|
|
|
|
2/12/2019
|
|
|
|
12
|
|
|
|
|
2/1/2019
|
|
|
|
2/13/2019
|
|
|
|
12
|
|
|
|
|
2/4/2019
|
|
|
|
2/13/2019
|
|
|
|
9
|
|
|
|
|
2/5/2019
|
|
|
|
2/13/2019
|
|
|
|
8
|
|
|
|
|
9/25/2019
|
|
|
|
10/8/2019
|
|
|
|
13
|
|
|
|
|
9/26/2019
|
|
|
|
10/8/2019
|
|
|
|
12
|
|
|
|
|
9/27/2019
|
|
|
|
10/9/2019
|
|
|
|
12
|
|
Egypt
|
|
|
8/7/2019
|
|
|
|
8/19/2019
|
|
|
|
12
|
|
|
|
|
8/8/2019
|
|
|
|
8/20/2019
|
|
|
|
12
|
|
|
|
|
8/9/2019
|
|
|
|
8/20/2019
|
|
|
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finland
|
|
|
12/23/2019
|
|
|
|
12/31/2019
|
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ghana
|
|
|
4/24/2019
|
|
|
|
5/2/2019
|
|
|
|
8
|
|
|
|
|
4/25/2019
|
|
|
|
5/3/2019
|
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hong Kong
|
|
|
1/31/2019
|
|
|
|
2/8/2019
|
|
|
|
8
|
|
|
|
|
2/1/2019
|
|
|
|
2/11/2019
|
|
|
|
10
|
|
Israel
|
|
|
10/7/2019
|
|
|
|
10/15/2019
|
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japan
|
|
|
12/26/2018
|
|
|
|
1/4/2019
|
|
|
|
9
|
|
|
|
|
12/27/2018
|
|
|
|
1/7/2019
|
|
|
|
11
|
|
|
|
|
12/28/2018
|
|
|
|
1/8/2019
|
|
|
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kuwait
|
|
|
8/8/2019
|
|
|
|
8/19/2019
|
|
|
|
11
|
|
|
|
|
8/9/2019
|
|
|
|
8/19/2019
|
|
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Malaysia
|
|
|
1/30/2019
|
|
|
|
2/7/2019
|
|
|
|
8
|
|
|
|
|
1/31/2019
|
|
|
|
2/8/2019
|
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Morocco
|
|
|
8/9/2019
|
|
|
|
8/19/2019
|
|
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New Zealand
|
|
|
4/18/2019
|
|
|
|
4/26/2019
|
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Russia
|
|
|
12/31/2018
|
|
|
|
1/8/2019
|
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taiwan
|
|
|
2/1/2019
|
|
|
|
2/11/2019
|
|
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Turkey
|
|
|
5/31/2019
|
|
|
|
6/10/2019
|
|
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vietnam
|
|
|
1/31/2019
|
|
|
|
2/11/2019
|
|
|
|
11
|
|
|
|
|
2/1/2019
|
|
|
|
2/12/2019
|
|
|
|
11
|
|
|
*
|
These worst-case redemption cycles are based on information
regarding regular holidays, which may be out of date. Based on changes in holidays, longer (worse) redemption cycles are possible.
|
TAXES
The following discussion is applicable to all
Funds, except for the AMLP Fund. Each Fund intends to qualify for and has elected or intends to elect to be treated as a separate
regulated investment company (a “RIC”) under Subchapter M of the Internal Revenue Code, as amended (the “Code”).
As a RIC, a Fund will not be subject to U.S. Federal income tax on the portion of its taxable investment income and capital gains
that it distributes to its shareholders. To qualify for treatment as a RIC, a company must annually distribute at least 90% of
its net investment company taxable income (which includes dividends, interest and net short-term capital gains) and meet several
other requirements relating to the nature of its income and the diversification of its assets. If a Fund fails to qualify for any
taxable year as a RIC, all of its taxable income will be subject to tax at regular corporate income tax rates without any deduction
for distributions to shareholders, and such distributions generally will be taxable to shareholders as ordinary dividends to the
extent of the relevant Fund’s current and accumulated earnings and profits.
Each Fund is treated as a separate corporation
for federal income tax purposes. Each Fund therefore is considered to be a separate entity in determining its treatment under the
rules for RICs described herein and in the Prospectus.
Each Fund will be subject to a 4% excise tax
on certain undistributed income if it does not distribute to its shareholders in each calendar year at least 98% of its ordinary
income (taking into account certain deferrals and elections) for the calendar year plus 98.2% of its net capital gains for twelve
months ended October 31 of such year. Each Fund intends to declare and distribute dividends and distributions in the amounts and
at the times necessary to avoid the application of this 4% excise tax.
As a result of tax requirements, the Trust
on behalf of each Fund has the right to reject an order to purchase Shares if the purchaser (or group of purchasers) would, upon
obtaining the Shares so ordered, own 80% or more of the outstanding Shares of such Fund and if, pursuant to section 351 of the
Code, that Fund would have a basis in the Deposit Securities different from the market value of such securities on the date of
deposit. The Trust also has the right to require information necessary to determine beneficial Share ownership for purposes of
the 80% determination.
Each Fund may make investments that are subject
to special federal income tax rules, such as investments in repurchase agreements, money market instruments, convertible securities
and structured notes. Those special tax rules can, among other things, affect the timing of income or gain, the treatment of income
as capital or ordinary and the treatment of capital gain or loss as long-term or short-term. The application of these special rules
would therefore also affect the character of distributions made by the relevant Fund. Each Fund may need to borrow money or dispose
of some of its investments earlier than anticipated in order to meet its distribution requirements.
Certain of a Fund’s investments may be
subject to special U.S. federal income tax provisions that may, among other things, (i) disallow, suspend or otherwise limit the
allowance of certain losses or deductions, (ii) convert lower-taxed long-term capital gain into higher-taxed short-term capital
gain or ordinary income, (iii) convert an ordinary loss or a deduction into a capital loss, the deductibility of which is more
limited, (iv) adversely affect when a purchase or sale of stock or securities is deemed to occur, (v) adversely alter the intended
characterization of certain complex financial transactions (vi) cause the Fund to recognize income or gain without a corresponding
receipt of cash and (vii) produce non-qualifying income for purposes of the income test required to be satisfied by a RIC. The
application of these rules could cause the Fund to be subject to U.S. federal income tax or the nondeductible 4% excise tax and,
under certain circumstances, could affect the Fund’s status as a RIC. Each Fund will monitor its investments and may make
certain tax elections in order to mitigate the effect of these provisions.
Each Fund may invest in stocks of foreign companies
that are classified under the Code as passive foreign investment companies (“PFICs”). In general, a foreign company
is classified as a PFIC if at least 50% of its assets constitute investment-type assets or 75% or more of its gross income is investment-type
income. In general under the PFIC rules, an “excess distribution” received with respect to PFIC stock is treated as
having been realized ratably over the period during which the Fund held the PFIC stock. A Fund itself will be subject to tax on
the portion, if any, of the excess distribution that is allocated to the Fund’s holding period in prior taxable years (and
an interest factor will be added to the tax, as if the tax had actually been payable in such prior taxable years) even though the
Fund distributes the corresponding income to shareholders. Excess distributions include any gain from the sale of PFIC stock as
well as certain distributions from a PFIC. All excess distributions are taxable as ordinary income.
A Fund may be able to elect alternative tax
treatment with respect to PFIC stock. Under an election that currently may be available, the Fund generally would be required to
include in its gross income its share of the earnings of a PFIC on a current basis, regardless of whether any distributions are
received from the PFIC. If this election is made, the special rules, discussed above, relating to the taxation of excess distributions,
would not apply. Alternatively, a Fund may be able to elect to mark to market its PFIC stock, resulting in the stock being treated
as sold at fair market value on the last business day of each taxable year. Any resulting gain would be reported as ordinary income,
and mark-to-market losses and any loss from an actual disposition of the Fund’s shares would be deductible as ordinary losses
to the extent of any net mark-to-market gains included in income in prior years.
Because the application of the PFIC rules may
affect, among other things, the character of gains, the amount of gain or loss and the timing of the recognition of income with
respect to PFIC stock, as well as subject a Fund itself to tax on certain income from PFIC stock, the amount that must be distributed
to shareholders, and which will be taxed to shareholders as ordinary income or long-term capital gain, may be increased or decreased
substantially as compared to a fund that did not invest in PFIC stock. Note that distributions from a PFIC are not eligible for
the reduced rate of tax on “qualified dividends.”
Investments in debt obligations that are at
risk of or in default present tax issues for a Fund. Tax rules are not entirely clear about issues such as whether and to what
extent a Fund should recognize market discount on a debt obligation, when a Fund may cease to accrue interest, original issue discount
or market discount, when and to what extent a Fund may take deductions for bad debts or worthless securities and how a Fund should
allocate payments received on obligations in default between principal and income. These and other related issues will be addressed
by a Fund in order to ensure that it distributes sufficient income to preserve its status as a RIC.
Under Section 988 of the Code, special rules
are provided for certain transactions in a foreign currency other than the taxpayer’s functional currency (i.e., unless certain
special rules apply, currencies other than the U.S. dollar). In general, foreign currency gains or losses from forward contracts,
from futures contracts that are not “regulated futures contracts,” and from unlisted options will be treated as ordinary
income or loss under Section 988 of the Code. Also, certain foreign exchange gains or losses derived with respect to foreign fixed
income securities are also subject to Section 988 treatment. In general, therefore, Section 988 gains or losses will increase or
decrease the amount of a Fund’s investment company taxable income available to be distributed to shareholders as ordinary
income, rather than increasing or decreasing the amount of the Fund’s net capital gain.
Income received by a Fund from sources within
foreign countries may be subject to withholding and other taxes imposed by such countries. Tax conventions between certain countries
and the U.S. may reduce or eliminate such taxes. If more than 50% of the value of a Fund’s total assets at the close of its
taxable year consists of stock or securities of foreign corporations, or if at least 50% of the value of a Fund’s total assets
at the close of each quarter of its taxable year is represented by interests in other RICs, that Fund may elect to “pass
through” to its shareholders the amount of foreign taxes paid or deemed paid by that Fund. If this election is made, a shareholder
generally subject to tax will be required to include in gross income (in addition to taxable dividends actually received) its pro
rata share of the foreign taxes paid by the Fund, and may be entitled either to deduct (as an itemized deduction) his or her pro
rata share of foreign taxes in computing his taxable income or to use it (subject to limitations) as a foreign tax credit against
his or her U.S. federal income tax liability. No deduction for foreign taxes may be claimed by a shareholder who does not itemize
deductions. Each shareholder will be notified after the close of the Fund’s taxable year whether the foreign taxes paid by
the Fund will “pass-through” for that year. Various other limitations, including a minimum holding period requirement,
apply to limit the credit and/or deduction for foreign taxes for purposes of regular federal tax and/or alternative minimum tax.
A Fund may gain commodity exposure through
investment in exchange traded funds that are treated as RICs or “qualified publicly traded partnerships” or grantor
trusts for U.S. federal income tax purposes. An exchange traded fund that seeks to qualify as a RIC may gain commodity exposure
through investment in commodity-linked notes and in subsidiaries that invest in commodity-linked instruments. Although the IRS
has issued numerous favorable private letter rulings to certain RICs that gain commodity exposure in this manner, such rulings
can be relied on only by the taxpayers to whom they are issued. Moreover, the IRS currently is reconsidering whether and how a
RIC should be permitted to gain commodity exposure, and the IRS has currently suspended the issuance of private letter rulings
relating to the tax treatment of income and gains generated by investments in commodity index-linked notes and income generated
by investments in a subsidiary. The IRS also recently issued proposed regulations that, if finalized, would generally treat a
Fund’s income inclusion with respect to a subsidiary as qualifying income only if there is a distribution out of the earnings
and profits of the subsidiary that are attributable to such income inclusion. The proposed regulations, if adopted, would apply
to taxable years beginning on or after 90 days after the regulations are published as final. Future IRS guidance could limit the
ability of an exchange traded fund that qualifies as a RIC to gain commodity exposure regardless of whether that exchange traded
fund previously received a favorable IRS private letter ruling with respect to such investment activity. Investments by a Fund
in “qualified publicly traded partnerships” and grantor trusts that engage in commodity trading must be monitored
and limited so as to enable the Fund to satisfy certain asset diversification and qualifying income tests for qualification as
a RIC. Failure to satisfy either test would jeopardize the Fund’s status as a RIC. Loss of such status could materially
adversely affect the Fund.
Distributions from each Fund’s net investment
income, including net short-term capital gains, if any, and distributions of income from securities lending, are taxable as ordinary
income. Distributions reinvested in additional Shares of each Fund through the means of a dividend reinvestment service will be
taxable dividends to Shareholders acquiring such additional Shares to the same extent as if such dividends had been received in
cash. Distributions of net long-term capital gains, if any, in excess of net short-term capital losses are taxable as long-term
capital gains, regardless of how long shareholders have held the Shares.
Dividends declared by each Fund in October,
November or December and paid to shareholders of record of such months during the following January may be treated as having been
received by such shareholders in the year the distributions were declared.
Long-term capital gains tax of non-corporate
taxpayers are generally taxed at a maximum rate of either 15% or 20%, depending on whether the taxpayer’s income exceeds
certain threshold amounts. In addition, some ordinary dividends declared and paid by each Fund to non-corporate shareholders may
qualify for taxation at the lower reduced tax rates applicable to long-term capital gains, provided that holding period and other
requirements are met by each Fund and the shareholder. Each Fund will report to shareholders annually the amounts of dividends
received from ordinary income, the amount of distributions received from capital gains and the portion of dividends which may qualify
for the dividends received deduction. In addition, each Fund will report the amount of dividends to non-corporate shareholders
eligible for taxation at the lower reduced tax rates applicable to long-term capital gains.
An additional 3.8% Medicare tax is imposed
on certain net investment income (including ordinary dividends and capital gain distributions received from a Fund and net gains
from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that such
person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income”
(in the case of an estate or trust) exceeds certain threshold amounts.
The sale, exchange or redemption of Shares
may give rise to a gain or loss. In general, any gain or loss realized upon a taxable disposition of Shares will be treated as
long-term capital gain or loss if the Shares have been held for more than one year. Otherwise, the gain or loss on the taxable
disposition of Shares will be treated as short-term capital gain or loss. A loss realized on a sale or exchange of Shares of a
Fund may be disallowed if other substantially identical Shares are acquired (whether through the automatic reinvestment of dividends
or otherwise) within a sixty-one (61) day period beginning thirty (30) days before and ending thirty (30) days after the date on
which the Shares are disposed. In such a case, the basis of the Shares acquired must be adjusted to reflect the disallowed loss.
Any loss upon the sale or exchange of Shares held for six (6) months or less is treated as long-term capital loss to the extent
of any capital gain dividends received by the shareholders (including undistributed capital gain included in income). Distribution
of ordinary income and capital gains may also be subject to state and local taxes.
Reporting to you and the IRS annually on Form
1099-B not only the gross proceeds of Fund shares you sell or redeem but also their cost basis is required. Shareholders should
contact their intermediaries with respect to reporting of cost basis and available elections with respect to their accounts.
If, for any calendar year, the total distributions
made exceed a Fund’s current and accumulated earnings and profits, the excess will, for federal income tax purposes, be treated
as a tax free return of capital to each shareholder up to the amount of the shareholder’s basis in his or her shares, and
thereafter as gain from the sale of shares. The amount treated as a tax free return of capital will reduce the shareholder’s
adjusted basis in his or her shares, thereby increasing the shareholder’s potential gain or reducing the shareholder’s
potential loss on the subsequent sale of the shares.
Distributions of ordinary income paid to shareholders
who are nonresident aliens or foreign entities (“Foreign Shareholders”) that are not effectively connected to the conduct
of a trade or business within the U.S. will generally be subject to a 30% U.S. withholding tax unless a reduced rate of withholding
or a withholding exemption is provided under applicable treaty law. However, Foreign Shareholders will generally not be subject
to U.S. withholding or income tax on gains realized on the sale of Shares or on dividends from capital gains unless (i) such gain
or capital gain dividend is effectively connected with the conduct of a trade or business within the U.S. or (ii) in the case of
a non-corporate shareholder, the shareholder is present in the U.S. for a period or periods aggregating 183 days or more during
the year of the sale or capital gain dividend and certain other conditions are met. Gains on the sale of Shares and dividends that
are effectively connected with the conduct of a trade or business within the U.S. will generally be subject to U.S. federal net
income taxation at regular income tax rates.
The Funds are not required to withhold any
amounts with respect to distributions to foreign shareholders that are properly reported by a Fund as “interest-related dividends”
or “short-term capital gain dividends,” provided that the income would not be subject to federal income tax if earned
directly by the foreign shareholder. However a Fund may withhold tax on these amounts regardless of the fact that it is not required
to do so. Nonresident shareholders are urged to consult their own tax advisors concerning the applicability of the U.S. withholding
tax.
Under the Foreign Investment in Real
Property Tax Act of 1980 (“FIRPTA”), a Foreign Shareholder is subject to withholding tax in respect of a disposition
of a U.S. real property interest and any gain from such disposition is subject to U.S. federal income tax as if such person were
a U.S. person. Such gain is sometimes referred to as “FIRPTA gain.” If a Fund is a “U.S. real property holding
corporation” and is not domestically controlled, any gain realized on the sale or exchange of Fund shares by a Foreign Shareholder
that owns at any time during the five-year period ending on the date of disposition more than 5% of a class of Fund shares would
be FIRPTA gain. A Fund will be a “U.S. real property holding corporation” if, in general, 50% or more of the fair market
value of its assets consists of U.S. real property interests, including stock of certain U.S. REITs. The rate of withholding by
a Fund, if the Fund is categorized as a real property holding corporation under the FIRPTA rules, on a distribution to a nonresident
alien or foreign corporation from the sale or exchange of a U.S. real property interest by the Fund is 21%.
The Code provides a look-through rule for distributions
of FIRPTA gain by a RIC if all of the following requirements are met: (i) the RIC is classified as a “qualified investment
entity” (which includes a RIC if, in general more than 50% of the RIC’s assets consists of interest in REITs and U.S.
real property holding corporations); and (ii) you are a Foreign Shareholder that owns more than 5% of the Fund’s shares at
any time during the one-year period ending on the date of the distribution. If these conditions are met, Fund distributions to
you to the extent derived from gain from the disposition of a U.S. real property interest, may also be treated as FIRPTA gain and
therefore subject to U.S. federal income tax, and requiring that you file a nonresident U.S. income tax return. Also, such gain
may be subject to a 30% branch profits tax in the hands of a Foreign Shareholder that is a corporation. Even if a Foreign Shareholder
does not own more than 5% of a Fund’s shares, Fund distributions that are attributable to gain from the sale or disposition
of a U.S. real property interest will be taxable as ordinary dividends subject to withholding at a 30% or lower treaty rate.
Withholding is required (at a 30% rate) with
respect to payments of taxable dividends and (effective January 1, 2019) redemption proceeds and certain capital gain dividends
made to certain non-U.S. entities that fail to comply (or be deemed compliant) with extensive new reporting and withholding requirements
designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. Shareholders may be requested
to provide additional information to a Fund to enable the applicable withholding agent to determine whether withholding is required.
Non-U.S. Shareholders may also be subject to
U.S. estate tax with respect to their shares of the Fund.
Some shareholders may be subject to a withholding
tax on distributions of ordinary income, capital gains and any cash received on redemption of Creation Units (“backup withholding”).
Generally, shareholders subject to backup withholding will be those for whom no certified taxpayer identification number is on
file with a Fund or who, to a Fund’s knowledge, have furnished an incorrect number. When establishing an account, an investor
must certify under penalty of perjury that such number is correct and that such investor is not otherwise subject to backup withholding.
Any tax withheld as a result of backup withholding does not constitute an additional tax imposed on the record owner of the account
and may be claimed as a credit on the record owner’s federal income tax return. The backup withholding rate is currently
24%. The ability to deduct capital losses may be limited.
The foregoing discussion is a summary only
and is not intended as a substitute for careful tax planning. Purchasers of Shares should consult their own tax advisors as to
the tax consequences of investing in such Shares, including under federal, state, local and other tax laws. Finally, the foregoing
discussion is based on applicable provisions of the Code, regulations, judicial authority and administrative interpretations in
effect on the date hereof. Changes in applicable authority could materially affect the conclusions discussed above, possibly retroactively.
FEDERAL TAX TREATMENT OF FUTURES AND OPTIONS
CONTRACTS
Each Fund is required for federal income tax
purposes to mark to market and recognize as income for each taxable year its net unrealized gains and losses on certain futures
contracts as of the end of the year as well as those actually realized during the year. Gain or loss from futures and options contracts
on broad-based indexes required to be marked to market will be 60% long-term and 40% short-term capital gain or loss. Application
of this rule may alter the timing and character of distributions to shareholders. Each Fund may be required to defer the recognition
of losses on futures contracts, options contracts and swaps to the extent of any unrecognized gains on offsetting positions held
by the relevant Fund.
In order for a Fund to continue to qualify
for federal income tax treatment as a RIC, at least 90% of its gross income for a taxable year must be derived from qualifying
income, i.e., dividends, interest, income derived from loans or securities, gains from the sale of securities or of foreign currencies
or other income derived with respect to the relevant Fund’s business of investing in securities (including net income derived
from an interest in certain “qualified publicly traded partnerships”). It is anticipated that any net gain realized
from the closing out of futures or options contracts will be considered gain from the sale of securities or derived with respect
to the relevant Fund’s business of investing in securities and therefore will be qualifying income for purposes of the 90%
gross income requirement.
Each Fund distributes to shareholders at least
annually any net capital gains which have been recognized for federal income tax purposes, including unrealized gains at the end
of each Fund’s fiscal year on futures or options transactions. Such distributions are combined with distributions of capital
gains realized on a Fund’s other investments and shareholders are advised on the nature of the distributions.
TAXATION OF THE AMLP FUND
Set forth below is a discussion of certain
U.S. federal income tax considerations affecting the Fund and the purchase, ownership and disposition of Shares. It is based upon
the Internal Revenue Code of 1986, as amended (the “Code”), the regulations promulgated thereunder, judicial authorities,
and administrative rulings and practices as in effect as of the date of this SAI, all of which are subject to change, including
the following information which also supplements and should be read in conjunction with the section in the Prospectus entitled
“Federal Income Taxation.”
The following is a summary of the material
U.S. federal income tax considerations applicable to an investment in Fund Shares. The summary is based on the laws in effect on
the date of this SAI and existing judicial and administrative interpretations thereof, all of which are subject to change, possibly
with retroactive effect. In addition, this summary assumes that the Fund shareholder holds Fund Shares as capital assets within
the meaning of the Code, and does not hold Fund Shares in connection with a trade or business. This summary does not address all
potential U.S. federal income tax considerations possibly applicable to an investment in Fund Shares, to Fund shareholders holding
Fund Shares through a partnership (or other pass-through entity) or to Fund shareholders subject to special tax rules. Prospective
Fund shareholders are urged to consult their own tax advisers with respect to the specific federal, state, local and foreign tax
consequences of investing in Fund Shares.
The Fund is taxed as a regular corporation
for federal income tax purposes and as such is obligated to pay federal and applicable state and foreign corporate taxes on its
taxable income. This differs from most investment companies, which elect to be treated as “regulated investment companies”
under the Code in order to avoid paying entity level income taxes. Under current law, the Fund is not eligible to elect treatment
as a regulated investment company due to its investments primarily in MLPs invested in energy assets. As a result, the Fund will
be obligated to pay federal and state taxes on its taxable income as opposed to most other investment companies which are not so
obligated.
As discussed below, the Fund expects that a
portion of the distribution it receives from MLPs may be treated as a tax-deferred return of capital, thus reducing the Fund’s
current tax liability. However, the amount of taxes currently paid by the Fund will vary depending on the amount of income and
gains derived from investments and/or sales of MLP interests and such taxes will reduce your return from an investment in the Fund.
The Fund invests its assets primarily in MLPs,
which generally are treated as partnerships for federal income tax purposes. As a partner in the MLPs, the fund must report its
allocable share of the MLPs’ taxable income in computing its taxable income, regardless of the extent (if any) to which the
MLPs make distributions. Based upon the Adviser’s review of the historic results of the types of MLPs in which the Fund invests,
the Adviser expects that the cash flow received by the fund with respect to its MLP investments will generally exceed the taxable
income allocated to the Fund (and this excess generally will not be currently taxable to the Fund but, rather, will result in a
reduction of the Fund’s adjusted tax basis in each MLP as described in the following paragraph). This is the result of a
variety of factors, including significant non-cash deductions, such as accelerated depreciation. There is no assurance that the
Adviser’s expectation regarding the tax character of MLP distributions will be realized. If this expectation is not realized,
there may be greater tax expense borne by the Fund and less cash available to distribute to you or to pay to expenses.
The Fund will also be subject to U.S. federal
income tax at the regular graduated corporate tax rates on any gain recognized by the applicable Fund on any sale of equity securities
of an MLP. Cash distributions from an MLP to the Fund that exceed such Fund’s allocable share of such MLP’s net taxable
income will reduce the Fund’s adjusted tax basis in the equity securities of the MLP. These reductions in such Fund’s
adjusted tax basis in the MLP equity securities will increase the amount of any taxable gain (or decrease the amount of any tax
loss) recognized by the Fund on a subsequent sale of the securities.
The Fund will accrue deferred income taxes
for any future tax liability associated with (i) that portion of MLP distributions considered to be a tax-deferred return of capital
as well as (ii) capital appreciation of its investments. Upon the sale of MLP security, the Fund may be liable for previously deferred
taxes. The Fund will rely to some extent on information provided by the MLPs which is not necessarily timely, to estimate deferred
tax liability for purposes of financial statement reporting and determining the NAV. From time to time, the Adviser will modify
the estimates or assumptions regarding the Fund’s deferred tax liability as new information becomes available. The Fund will
generally compute deferred income taxes based on the federal income tax rate applicable to corporations currently 21% and an assumed
rate attributable to state taxes.
The sale, exchange or redemption of Shares
may give rise to a gain or loss. In general, any gain or loss realized upon a taxable disposition of Shares will be treated as
long-term capital gain or loss if the Shares have been held for more than one year. Otherwise, the gain or loss on the taxable
disposition of Shares will be treated as short-term capital gain or loss. The tax basis of Shares of the Fund must be reduced by
any distribution which is treated as a return of capital for tax purposes. A loss realized on a sale or exchange of Shares of the
Fund may be disallowed if Fund Shares or other substantially identical shares are acquired (whether through the automatic reinvestment
of dividends or otherwise) within a sixty-one (61) day period beginning thirty (30) days before and ending thirty (30) days after
the date on which the Shares are disposed. In such a case, the basis of the shares acquired must be adjusted to reflect the disallowed
loss.
Distributions reinvested in additional Shares
of the Fund through the means of a dividend reinvestment service (see above) will nevertheless generally be taxable dividends to
shareholders acquiring such additional Shares.
Distributions by the Fund will be treated as
dividends for U.S. federal income tax purposes to the extent paid from such Fund’s current or accumulated earnings and profits
(as determined under U.S. federal income tax principles). Dividends paid by the Fund to a shareholder who is a nonresident alien
or foreign entity (“Non-U.S. Shareholder”) generally will be subject to withholding tax at a 30% rate or a reduced
rate specified by an applicable income tax treaty. If an income tax treaty applies to a Non-U.S. Shareholder, the Non-U.S. Shareholder
will be required to provide an IRS Form W-8BEN or IRS Form W-8BEN-E certifying its entitlement to benefits under the treaty in
order to obtain a reduced rate of withholding tax.
If the amount of a distribution exceeds a Non-U.S.
Shareholder’s allocable share of the Fund’s current and accumulated earnings and profits, such excess will be treated
for U.S. federal income tax purposes as a tax-free return of capital to the extent of the Non-U.S. Shareholder’s tax basis
in such Fund’s shares. To the extent that any distribution received by a Non-U.S. Shareholder exceeds the sum of (i) such
Non-U.S. Shareholder’s allocable share of the Fund’s current and accumulated earnings and profits and (ii) such Non-U.S.
Shareholder’s tax basis in such Fund’s shares, such excess will be treated as gain from the sale of the shares and
will be taxed as described below.
A redemption of common shares will be treated
as a sale or exchange of such shares, provided the redemption either is not essentially equivalent to a dividend, is a substantially
disproportionate redemption, is a complete redemption of a shareholder’s entire interest in the Fund, or is in partial liquidation
of such Fund. Redemptions that do not qualify for sale or exchange treatment will be treated as described above.
A Non-U.S. Shareholder generally will not be
subject to U.S. federal income tax on gain realized on a redemption that is treated as a sale or exchange for U.S. federal income
tax purposes, or on gain realized on the sale, exchange or other non-redemption disposition of the Fund’s shares, except
in the following cases:
- the gain is effectively connected with a
trade or business of the Non-U.S. Shareholder in the U.S. or, if the Non-U.S. Shareholder is a qualifying resident of a country
with which the U.S. has a tax treaty, such gain is attributable to a permanent establishment maintained by such Non-U.S. Shareholder
in the U.S.,
- the Non-U.S. Shareholder is an individual
who is present in the U.S. for 183 days or more in the taxable year of disposition and who has a “tax home” in the
U.S., or
- the Fund is or has been a U.S. real property
holding corporation, as defined below, at any time within the five-year period preceding the date of disposition of the common
shares or, if shorter, within the period during which the Non-U.S. Shareholder has held the common shares. Generally, a corporation
is a U.S. real property holding corporation if the fair market value of its U.S. real property interests, as defined in the Code
and applicable regulations, equals or exceeds 50% of the aggregate fair market value of its worldwide real property interests and
its other assets used or held for use in a trade or business. The Fund may be, or may prior to a Non-U.S. Shareholder’s disposition
of common shares become, a U.S. real property holding corporation. The rate of withholding by a Fund, if the Fund is categorized
as a real property holding corporation under the FIRPTA rules, on a distribution to a nonresident alien or foreign corporation
from the sale or exchange of a U.S. real property interest by the Fund is 21%.
Any Non-U.S. Shareholder who is described in
one of the foregoing cases is urged to consult his, her or its own tax advisor regarding the U.S. federal income tax consequences
of the redemption, sale, exchange or other disposition of common shares.
Withholding of U.S. tax (at a 30% rate) is
required with respect to payments of dividends and (effective January 1, 2019) redemption proceeds and certain capital gain dividends
made to certain non-U.S. entities that fail to comply (or be deemed compliant) with extensive new reporting and withholding requirements
designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. Shareholders may be requested
to provide additional information to enable the applicable withholding agent to determine whether withholding is required.
Non-U.S. Shareholders may also be subject to
U.S. estate tax with respect to their shares of the Fund.
Federal regulations generally require the Fund
to withhold and remit to the U.S. Treasury a “backup withholding” tax with respect to dividends and the proceeds of
any redemption paid to you if you fail to furnish the applicable Fund or the Fund’s paying agent with a properly completed
and executed IRS Form W-9, Form W-8BEN, Form W-8BEN-E or other applicable form. Furthermore, the Service may notify the applicable
Fund to institute backup withholding if the Service determines that your TIN is incorrect or if you have failed to properly report
taxable dividends or interest on a federal tax return. A TIN is either the Social Security number or employer identification number
of the record owner of the account. Any tax withheld as a result of backup withholding does not constitute an additional tax imposed
on the record owner of the account and may be claimed as a credit on the record owner’s federal income tax return. The backup
withholding rate is currently 24%. The ability to deduct capital losses may be limited.
The foregoing discussion is a summary only
and is not intended as a substitute for careful tax planning. Purchasers of Shares should consult their own tax advisors as to
the tax consequences of investing in such Shares, including under federal, state, local and other tax laws. Finally, the foregoing
discussion is based on applicable provisions of the Code, regulations, judicial authority and administrative interpretations in
effect on the date hereof. Changes in applicable authority could materially affect the conclusions discussed above, possibly retroactively.
DETERMINATION OF NAV
The following information supplements and should
be read in conjunction with the section in the Prospectus entitled “Net Asset Value.”
The NAV per Share of each Fund is computed
by dividing the value of the net assets of the relevant Fund (i.e., the value of its total assets less total liabilities) by the
total number of Shares of the relevant Fund outstanding, rounded to the nearest cent. Expenses and fees, including without limitation,
the management and administration fees, are accrued daily and taken into account for purposes of determining NAV. The NAV per Share
is calculated by the Custodian and determined as of the close of the regular trading session on the NYSE (ordinarily 4:00 p.m.,
Eastern time) on each day that such exchange is open.
In computing each Fund’s NAV, the relevant
Fund’s securities holdings traded on a national securities exchange are valued based on their last sale price. Price information
on listed securities is taken from the exchange where the security is primarily traded. Securities regularly traded in an over-the-counter
market are valued at the latest quoted sale price in such market or in the case of the NASDAQ, at the NASDAQ official closing price.
Other portfolio securities and assets for which market quotations are not readily available are valued based on fair value as determined
in good faith in accordance with procedures adopted by the Board.
DIVIDENDS AND DISTRIBUTIONS
The following information supplements and should
be read in conjunction with the section in the Prospectus entitled “Dividends, Distributions and Taxes.”
General Policies. Dividends from net
investment income, if any, are declared and paid either quarterly or annually depending on the Fund. Distributions of net realized
securities gains, if any, generally are declared and paid once a year, but the Trust may make distributions on a more frequent
basis. The Trust reserves the right to declare special distributions if, in its reasonable discretion, such action is necessary
or advisable to preserve the status of each Fund as a RIC or to avoid imposition of income or excise taxes on undistributed income.
Dividends and other distributions on Fund Shares
are distributed, as described below, on a pro rata basis to Beneficial Owners of such Shares. Dividend payments are made through
DTC Participants and Indirect Participants to Beneficial Owners then of record with proceeds received from the relevant Fund.
Dividend Reinvestment Service. No reinvestment
service is provided by the Trust. Broker-dealers may make available the DTC book-entry Dividend Reinvestment Service for use by
Beneficial Owners of the 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.
INDICATIVE INTRA-DAY VALUE
The approximate value of a Fund’s investments
on a per-Share basis, the Indicative Intra-Day Value (“IIV”), is disseminated by the Fund’s listing Exchange
every 15 seconds during hours of trading on the Exchange. The IIV should not be viewed as a “real-time” update of NAV
because the IIV will be calculated by an independent third party calculator and may not be calculated in the exact same manner
as NAV, which is computed daily.
The applicable Exchange calculates the IIV
during hours of trading on the Exchange by dividing the “Estimated Fund Value” as of the time of the calculation by
the total number of outstanding Shares. “Estimated Fund Value” is the sum of the estimated amount of cash held in a
Fund’s portfolio, the estimated amount of accrued interest owing to a Fund and the estimated value of the securities held
in a Fund’s portfolio, minus the estimated amount of liabilities. The IIV will be calculated based on the same portfolio
holdings disclosed on a Fund’s website. In determining the estimated value for each of the component securities, the IIV
will use last sale, market prices or other methods that would be considered appropriate for pricing equity securities held by registered
investment companies. Although the Funds provide the independent third party calculator with information to calculate the IIV,
the Funds are not involved in the actual calculation of the IIV and are not responsible for the calculation or dissemination of
the IIV. The Funds makes no warranty as to the accuracy of the IIV.
MISCELLANEOUS INFORMATION
Counsel. Dechert LLP, 1095 Avenue of
the Americas, New York, New York, 10036, is counsel to the Trust.
Independent Registered Public Accounting
Firm. _________, serves as each Fund’s independent registered public accounting firm. They audit each Fund’s financial
statements and perform other related audit services.
FINANCIAL STATEMENTS
The financial statements and financial
highlights in the November 30, 2019 Annual Reports for each of the Funds are incorporated in this Statement of Additional Information
by reference. The financial statements and financial highlights in the Annual Reports have been audited by _____, whose report
thereon appears in the Annual Reports. You can obtain additional copies of such Annual Reports at no charge by writing or telephoning
the Funds at the address or number on the front page of this Statement of Additional Information.