ck0001137360-20230430
BDC
Income
ETF BIZD
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Principal
U.S. Listing Exchange: NYSE Arca, Inc. |
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The
U.S. Securities and Exchange Commission and the Commodity Futures Trading
Commission have not approved or disapproved these securities or passed
upon the accuracy or adequacy of this Prospectus. Any representation to
the contrary is a criminal offense. |
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800.826.2333 vaneck.com
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Summary Information |
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Summary
Information About Purchases and Sales of Fund Shares, Taxes
and
Payments to Broker-Dealers and Other Financial Intermediaries |
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Additional
Information About the Fund’s Investment Strategies and Risks |
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Tax
Advantaged Product Structure |
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Portfolio
Holdings |
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Management
of the Fund |
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Portfolio
Managers |
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Shareholder
Information |
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Index
Provider |
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MVIS®
US Business Development Companies Index |
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License
Agreement and Disclaimers |
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Financial
Highlights |
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Premium/Discount
Information |
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General
Information |
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INVESTMENT
OBJECTIVE
VanEck® BDC Income ETF (the “Fund”) seeks to replicate as
closely as possible, before fees and expenses, the price and yield performance
of the MVIS®
US Business Development Companies Index (the “BDC Index” or the
“Index”).
FUND FEES AND
EXPENSES
The
following tables describe the fees and expenses that you may pay if you buy,
hold and sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the tables and examples
below.
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Shareholder
Fees
(fees
paid directly from your investment) |
None |
Annual
Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your
investment)
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| Management
Fee |
0.40 |
% |
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Other
Expenses(a) |
0.02 |
% |
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Acquired
Fund Fees and Expenses(b) |
10.75 |
% |
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Total
Annual Fund Operating Expenses(a) |
11.17 |
% |
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(a) Van Eck Absolute
Return Advisers Corporation (the “Adviser”) will pay all expenses of the Fund,
except for the fee payment under the investment management agreement, acquired
fund fees and expenses, interest expense, offering costs, trading expenses,
taxes and extraordinary expenses. Notwithstanding the foregoing, the Adviser has
agreed to pay the offering costs until at least September 1,
2025.
(b) “Acquired Fund Fees
and Expenses” include fees and expenses incurred indirectly by the Fund as a
result of investments in other investment companies, including business
development companies (“BDCs”). Because acquired fund fees and expenses are not
borne directly by the Fund, they will not be reflected in the expense
information in the Fund’s financial statements and the information presented in
the table will differ from that presented in the Fund’s financial highlights
included in the Fund’s reports to
shareholders.
EXPENSE
EXAMPLE
This
example is intended to help you compare the cost of investing in the Fund with
the cost of investing in other funds. This example does not take into account
brokerage commissions that you pay when purchasing or selling Shares of the
Fund.
The example assumes that you invest $10,000 in the Fund for the time
periods indicated and then sell or hold all of your Shares at the end of those
periods. The example also assumes that your investment has a 5% annual return
and that the Fund’s operating expenses remain the same.
Although your actual costs may be higher
or lower, based on these assumptions, your costs would
be:
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| YEAR |
EXPENSES |
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| 1 |
$1,083 |
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| 3 |
$3,051 |
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| 5 |
$4,785 |
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| 10 |
$8,265 |
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PORTFOLIO
TURNOVER
The
Fund will pay transaction costs, such as commissions, when it purchases and
sells securities (or “turns over” its portfolio). A higher portfolio turnover
will cause the Fund to incur additional transaction costs and may result in
higher taxes when Fund Shares are held in a taxable account. These costs, which
are not reflected in annual fund operating expenses or in the example, may
affect the Fund’s performance. During the most recent fiscal year, the Fund’s
portfolio turnover rate was 28% of the average value of its
portfolio.
PRINCIPAL INVESTMENT
STRATEGIES
The
Fund normally invests at least 80% of its total assets in securities that
comprise the Fund’s benchmark index and/or in investments or instruments that
have investment exposure to securities that comprise its benchmark index. The
BDC Index is comprised of BDCs. To be eligible for the BDC Index and qualify as
a BDC, a company must be organized under the laws of, and have its principal
place of business in, the United States, be registered with the Securities and
Exchange Commission and have
elected
to be regulated as a BDC under the Investment Company Act of 1940. BDCs are
vehicles whose principal business is to invest in, lend capital to or provide
services to privately-held U.S. companies or thinly traded U.S. public
companies. Small- and medium-capitalization BDCs are eligible for inclusion in
the BDC Index. The BDC Index is reconstituted and rebalanced quarterly. As of
March 31, 2024, the BDC Index included 26 securities of companies with a market
capitalization range of between approximately $356.6 million to $12.1 billion
and a weighted average market capitalization of $5.1 billion. This 80%
investment policy is non-fundamental and may be changed without shareholder
approval upon 60 days’ prior written notice to shareholders.
The
Fund will seek to achieve its investment objective by primarily investing in
securities issued by BDCs and in swaps and other types of derivative instruments
that have investment exposure to BDCs, including swaps on the benchmark index
and/or swaps on the components that comprise the benchmark index. The notional
values of these swaps and other derivative instruments will count towards the
Fund’s 80% investment policy and cash and cash equivalents related to the swaps
and other derivative instruments will not be counted towards the calculation of
total assets. Floating-rate securities owned by BDCs in which the Fund invests
may pay interest based on the Secured Overnight Financing Rate (“SOFR”). The
Fund may also invest in exchange-traded notes.
The
Investment Company Act of 1940 places limits on the percentage of the total
outstanding stock of a BDC that may be owned by the Fund; however, a Securities
and Exchange Commission rule applicable to the Fund permits it to invest in BDCs
in excess of this limitation if certain conditions are met.
The
Fund, using a “passive” or indexing investment approach, attempts to approximate
the investment performance of the BDC Index by investing in a portfolio of
securities that generally replicates the BDC Index. Unlike many investment
companies that try to “beat” the performance of a benchmark index, the Fund does
not try to “beat” the BDC Index and does not take temporary defensive positions
that are inconsistent with its investment objective of seeking to replicate the
BDC Index.
The Fund will
concentrate its investments in a particular industry or group of industries to
the extent that the BDC Index concentrates in an industry or group of
industries. As of March 31, 2024, the financials sector represented a
significant portion of the Fund.
PRINCIPAL RISKS OF INVESTING IN
THE FUND
Investors
in the Fund should be willing to accept a high degree of volatility in the price
of the Fund’s Shares and the possibility of significant losses. An investment in the Fund involves a substantial degree of
risk.
An
investment in the Fund is not a deposit with a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.
Therefore,
you should consider carefully the following risks before investing in the Fund,
each of which could significantly and adversely affect the value of an
investment in the Fund.
Risk
of Investing in BDCs. BDCs
generally invest in less mature U.S. private companies or thinly traded U.S.
public companies which involve greater risk than well-established
publicly-traded companies. While the BDCs that comprise the Index are expected
to generate income in the form of dividends, certain BDCs during certain periods
of time may not generate such income. The Fund will indirectly bear its
proportionate share of any management fees and other operating expenses incurred
by the BDCs and of any performance-based or incentive fees payable by the BDCs
in which it invests, in addition to the expenses paid by the Fund. A BDC’s
incentive fee may be very high, vary from year to year and be payable even if
the value of the BDC’s portfolio declines in a given time period. Incentive fees
may create an incentive for a BDC’s manager to make investments that are risky
or more speculative than would be the case in the absence of such compensation
arrangements, and may also encourage the BDC’s manager to use leverage to
increase the return on the BDC’s investments. The use of leverage by BDCs
magnifies gains and losses on amounts invested and increases the risks
associated with investing in BDCs. A BDC may make investments
with a larger amount of risk of volatility and loss of principal than other
investment options and may also be highly speculative and
aggressive.
Investment
Restrictions Risk. The
Fund is subject to the conditions set forth in certain provisions of the
Investment Company Act of 1940 and Securities and Exchange Commission
regulations thereunder that limit the amount that the Fund and its affiliates,
in the aggregate, can invest in the outstanding voting securities of an
unaffiliated investment company or BDC. The Fund and its affiliates may not
actively acquire “control” of an investment company or BDC, which is presumed
once ownership of an investment company’s outstanding voting securities exceeds
25%. Also, to comply with provisions of the Investment Company Act of 1940 and
regulations thereunder, the Adviser may be required to vote shares of an
investment company or BDC in the same general proportion as shares held by other
shareholders of the investment company or
BDC.
Financials
Sector Risk.
Companies in the financials sector may be subject to extensive government
regulation that affects the scope of their activities, the prices they can
charge and the amount of capital they must maintain. The profitability of
companies in the financials sector may be adversely affected by increases in
interest rates, by loan losses, which usually increase in economic downturns,
and by credit rating downgrades. In addition, the financials sector is
undergoing numerous changes, including continuing consolidations, development of
new products and structures and changes to its regulatory framework.
Furthermore, some companies in the financials sector perceived as benefiting
from government intervention in the past may be subject to future
government-imposed restrictions on their businesses or face increased government
involvement in their operations. Increased
government involvement in the financials sector, including measures
such as taking ownership positions in financial institutions, could result in a
dilution of the Fund’s investments in financial institutions.
Small-
and Medium-Capitalization Companies Risk.
The Fund may invest in small- and medium-capitalization companies and, therefore
will be subject to certain risks associated with small- and medium-
capitalization companies. These companies are often subject to less analyst
coverage and may be in early and less predictable periods of their corporate
existences, with little or no record of profitability. In addition, these
companies often have greater price volatility, lower trading volume and less
liquidity than larger more established companies. These companies tend to have
smaller revenues, narrower product lines, less management depth and experience,
smaller shares of their product or service markets, fewer financial resources
and less competitive strength than large-capitalization companies. Returns on
investments in securities of small- and medium-capitalization companies could
trail the returns on investments in securities of larger
companies.
Equity Securities Risk. The value of the equity securities held by the Fund may fall due
to general market and economic conditions, perceptions regarding the markets in
which the issuers of securities held by the Fund participate, or factors
relating to specific issuers in which the Fund invests. Equity securities are
subordinated to preferred securities and debt in a company’s capital structure
with respect to priority to a share of corporate income, and therefore will be
subject to greater dividend risk than preferred securities or debt instruments.
In addition, while broad market measures of equity securities have historically
generated higher average returns than fixed income securities, equity securities
have generally also experienced significantly more volatility in those
returns.
Derivatives
Risk. Derivatives
and other similar instruments (referred to collectively as “derivatives”) are
financial instruments whose values are based on the value of one or more
reference assets or indicators, such as a security, currency, interest rate, or
index. The Fund’s use of derivatives involves risks different from, and possibly
greater than, the risks associated with investing directly in securities and
other more traditional investments. Moreover, although the value of a derivative
is based on an underlying asset or indicator, a derivative typically does not
carry the same rights as would be the case if the Fund invested directly in the
underlying securities, currencies or other assets.
Derivatives
are subject to a number of risks, such as potential changes in value in response
to market developments or, in the case of “over-the-counter” derivatives, as a
result of a counterparty’s credit quality and the risk that a derivative
transaction may not have the effect the Adviser anticipated. Derivatives also
involve the risk of mispricing or improper valuation and the risk that changes
in the value of a derivative may not achieve the desired correlation with the
underlying asset or indicator. Derivative transactions can create investment
leverage and may be highly volatile, and the Fund could lose more than the
amount it invests. The use of derivatives may increase the amount and affect the
timing and character of taxes payable by shareholders of the Fund.
Many
derivative transactions are entered into “over-the-counter” without a central
clearinghouse; as a result, the value of such a derivative transaction will
depend on, among other factors, the ability and the willingness of the Fund’s
counterparty to perform its obligations under the transaction. If a counterparty
were to default on its obligations, the Fund’s contractual remedies against such
counterparty may be subject to bankruptcy and insolvency laws, which could
affect the Fund’s rights as a creditor (e.g.,
the Fund may not receive the net amount of payments that it is contractually
entitled to receive). Counterparty risk also refers to the related risks of
having concentrated exposure to such a counterparty. A liquid secondary market
may not always exist for the Fund’s derivative positions at any time, and the
Fund may not be able to initiate or liquidate a swap position at an advantageous
time or price, which may result in significant losses. The Fund may also face
the risk that it may not be able to meet margin and payment requirements and
maintain a derivatives position.
Derivatives
are also subject to operational and legal risks. Operational risk generally
refers to risk related to potential operational issues, including documentation
issues, settlement issues, system failures, inadequate controls, and human
errors. Legal risk generally refers to insufficient documentation, insufficient
capacity or authority of counterparty, or legality or enforceability of a
contract.
Derivatives
Counterparty Risk.
A
loss may be sustained as a result of the failure of another party to a contract
(usually referred to as a “counterparty”) to make required payments, fulfill its
contractual obligations or otherwise comply with a contract’s terms because of
the financial condition of the counterparty (i.e.,
financial difficulties or insolvency), market activities and developments, the
counterparty being unable or unwilling to perform under the contract or other
reasons. In a swap agreement, the Fund bears the risk of loss of the amount
expected to be received under the agreement in the event of the default or
bankruptcy of a counterparty. These risks are heightened and may materially
impact the Fund’s ability to achieve its investment objective given that the
Fund may enter into swap agreements with one or a limited number of
counterparties. The Fund’s use of one or a limited number of counterparties
increases the Fund’s exposure to counterparty credit risk. Credit risk refers to
the possibility that the counterparty will be unable and/or unwilling to honor
its obligations and/or default completely on the derivative transaction. Swap
agreements also may be considered to be illiquid. Further, there is a risk that
no suitable counterparties are willing to enter into, or continue to enter into,
transactions with the Fund and, as a result, the Fund may not be able to achieve
its investment objective.
Liquidity
Risk Related to Swap Agreements. The
Fund will invest in swap agreements, which may be less liquid than other types
of investments. The illiquidity of swap agreements could have a negative effect
on the Fund’s ability to achieve its investment objective and may result in
losses to Fund shareholders. In stressed market conditions, the liquidity of the
Fund’s shares may begin to mirror those of the underlying portfolio holdings,
which can be significantly less liquid than the Fund’s
shares.
Floating
Rate Risk for BDCs. The BDCs in which the Fund invests may invest in floating rate
securities, which are instruments in which the interest rate payable on an
obligation fluctuates on a periodic basis based upon changes in an interest rate
benchmark. As a result, the yield on such a security will generally decline in a
falling interest rate environment, causing the BDC, and by extension, the Fund,
to experience a reduction in the income it receives from the
security.
Market
Risk.
The prices of securities are subject to the risks associated with investing in
the securities market, including general economic conditions, sudden and
unpredictable drops in value, exchange trading suspensions and closures and
public health risks. These risks may be magnified if certain social, political,
economic and other conditions and events (such as natural disasters, epidemics
and pandemics, terrorism, conflicts and social unrest) adversely interrupt the
global economy; in these and other circumstances, such events or developments
might affect companies world-wide. Overall securities values could decline
generally or underperform other investments. An investment may lose
money.
Operational
Risk.
The Fund is exposed to operational risk arising from a number of factors,
including human error, processing and communication errors, errors of the Fund’s
service providers, counterparties or other third-parties, failed or inadequate
processes and technology or system failures.
Regulatory
Risk. Changes in the laws or regulations of the United States, including any
changes to applicable tax laws and regulations, could impair the ability of the
Fund to achieve its investment objective and could increase the operating
expenses of the Fund. The Adviser is registered as a commodity pool operator
under the U.S. Commodity Exchange Act and the rules of the CFTC and is subject
to CFTC regulation with respect to the Fund. The CFTC has adopted rules
regarding the disclosure, reporting and recordkeeping requirements that will
apply with respect to the Fund as a result of the Adviser’s registration as a
commodity pool operator. Generally, these rules allow for substituted compliance
with CFTC disclosure and shareholder reporting requirements, based on the
Adviser’s compliance with comparable Securities and Exchange Commission
requirements. This means that for most of the CFTC’s disclosure and shareholder
reporting applicable to the Adviser as the Fund’s commodity pool operator, the
Adviser’s compliance with Securities and Exchange Commission disclosure and
shareholder reporting will be deemed to fulfill the Adviser’s CFTC compliance
obligations. However, as a result of CFTC regulation with respect to the Fund,
the Fund may incur additional compliance and other expenses. The Adviser is also
registered as a “commodity trading advisor” (“CTA”) but relies on an exemption
with respect to the Fund from CTA regulations available for a CTA that also
serves as the Fund’s commodity pool operator. The CFTC has neither reviewed nor
approved the Fund, their investment strategies, or this
Prospectus.
Index Tracking Risk. The
Fund’s return may not match the return of the Index for a number of reasons. For
example, the Fund incurs operating expenses, including taxes, not applicable to
the Index and incurs costs associated with buying and selling securities and
entering into derivatives transactions (if applicable), especially when
rebalancing the Fund’s securities holdings to reflect changes in the composition
of the Index or (if applicable) raising cash to meet redemptions or deploying
cash in connection with inflows into the Fund. Transaction costs, including
brokerage costs, will decrease the Fund’s net asset value.
Market
disruptions and regulatory restrictions could have an adverse effect on the
Fund’s ability to adjust its exposure to the required levels in order to track
the Index. Errors in the Index data, the Index computations and/or the
construction of the Index in accordance with its methodology may occur from time
to time and may not be identified and corrected by the Index provider, which may
have an adverse impact on the Fund and its shareholders. Shareholders should
understand that any gains from the Index provider’s or others’ errors will be
kept by the Fund and its shareholders and any losses or costs resulting from the
Index provider’s or others’ errors will be borne by the Fund and its
shareholders. Additionally, when the Index is rebalanced and the Fund in turn
rebalances its portfolio to attempt to increase the correlation between the
Fund’s portfolio and the Index, any transaction costs and market exposure
arising from such portfolio rebalancing will be borne directly by the Fund and
its shareholders. Apart from scheduled rebalances, the Index provider or its
agents may carry out additional ad hoc rebalances to the Index. Therefore,
errors and additional ad hoc rebalances carried out by the Index provider or its
agents to the Index may increase the costs to and the tracking error risk of the
Fund.
The
Fund may not be fully invested at times either as a result of cash flows into
the Fund or reserves of cash held by the Fund to pay expenses or to meet
redemptions. In addition, the Fund may not invest in certain securities included
in the Index, or invest in them in the exact proportions in which they are
represented in the Index. The Fund’s performance may also deviate from the
return of the Index for various reasons, including legal restrictions or
limitations imposed by the governments of certain countries, certain exchange
listing standards (where applicable), a lack of liquidity in markets in which
such securities trade, potential adverse tax consequences or other regulatory
reasons (such as diversification requirements). To the extent the Fund utilizes
depositary receipts, the purchase of depositary receipts may negatively affect
the Fund’s ability to track the performance of the Index and increase tracking
error, which may be exacerbated if the issuer of the depositary receipt
discontinues issuing new depositary receipts or withdraws existing depositary
receipts.
The
Fund may value certain of its investments, underlying currencies and/or other
assets based on fair value prices. To the extent the Fund calculates its net
asset value based on fair value prices and the value of the Index is based on
securities’ closing prices on local foreign markets (i.e.,
the value of the Index is not based on fair value prices), the Fund’s ability to
track the Index may be adversely affected. In addition, any issues the Fund
encounters with regard to currency convertibility (including the cost of
borrowing funds, if any), repatriation or economic sanctions may also increase
the index tracking risk. The Fund’s performance
may also deviate from the performance of the Index due to the impact
of withholding taxes, late announcements relating to changes to the Index and
high turnover of the Index. When markets are volatile, the ability to sell
securities at fair value prices may be adversely impacted and may result in
additional trading costs and/or increase the index tracking risk. The Fund may
also need to rely on borrowings to meet redemptions, which may lead to increased
expenses. For tax efficiency purposes, the Fund may sell certain securities, and
such sale may cause the Fund to realize a loss and deviate from the performance
of the Index. In light of the factors discussed above, the Fund’s return may
deviate significantly from the return of the Index. Changes to the composition
of the Index in connection with a rebalancing or reconstitution of the Index may
cause the Fund to experience increased volatility, during which time the Fund’s
index tracking risk may be heightened.
Authorized
Participant Concentration Risk. The Fund may have a limited number of Authorized Participants, none
of which are obligated to engage in creation and/or redemption transactions. To
the extent that those Authorized Participants exit the business, or do not
process creation and/or redemption orders, there may be a significantly
diminished trading market for Shares or Shares may trade like closed-end funds
at a discount (or premium) to net asset value and possibly face trading halts
and/or de-listing. This can be reflected as a spread between the bid-ask prices
for the Fund. The Authorized Participant concentration risk may be heightened in
cases where Authorized Participants have limited or diminished access to the
capital required to post collateral.
No
Guarantee of Active Trading Market Risk. There can be no assurance that an active trading market for the
Shares will develop or be maintained, as applicable. Further, secondary markets
may be subject to irregular trading activity, wide bid/ask spreads and extended
trade settlement periods in times of market stress because market makers and
Authorized Participants may step away from making a market in the Shares and in
executing creation and redemption orders, which could cause a material deviation
in the Fund’s market price from its net asset value.
Trading
Issues Risk.
Trading in shares on the exchange may be halted due to market conditions or for
reasons that, in the view of the exchange, make trading in shares inadvisable.
In addition, trading in shares on the exchange is subject to trading halts
caused by extraordinary market volatility pursuant to the relevant exchange’s
“circuit breaker” rules. If a trading halt or unanticipated early close of the
exchange occurs, a shareholder may be unable to purchase or sell Shares of the
Fund. There can be no assurance that requirements of the exchange necessary to
maintain the listing of the Fund will continue to be met or will remain
unchanged.
Passive
Management Risk. Unlike many investment companies, the Fund is not “actively” managed.
Therefore, unless a specific security/asset is removed from its Index, the Fund
generally would not sell such a security/asset because the security’s
issuer/asset is in financial trouble. If a specific security/asset is removed
from the Fund’s Index, the Fund may be forced to sell such security/asset at an
inopportune time or for prices other than at current market values. An
investment in the Fund involves risks similar to those of investing in any fund
that invests in a similar asset class, such as market fluctuations caused by
such factors as economic and political developments, changes in interest rates
and perceived trends in security/asset prices. The Fund’s Index may not contain
the appropriate or a diversified mix of securities and/or assets for any
particular economic cycle. The timing of changes in the composition of the
Fund’s portfolio in seeking to track its Index could have a negative effect on
the Fund. Unlike with an actively managed fund, the Adviser does not use
techniques or defensive strategies designed to lessen the effects of market
volatility or to reduce the impact of periods of market decline. Additionally,
unusual market conditions may cause the Fund’s Index provider to postpone a
scheduled rebalance or reconstitution, which could cause the Fund’s Index to
vary from its normal or expected composition. This means that, based on market
and economic conditions, the Fund’s performance could be lower than funds that
may actively shift their portfolio assets to take advantage of market
opportunities or to lessen the impact of a market decline or a decline in the
value of one or more issuers.
Fund Shares Trading, Premium/Discount Risk and Liquidity of
Fund Shares. The market price of the Shares may fluctuate in response to the
Fund’s net asset value, the intraday value of the Fund’s holdings and supply and
demand for Shares. Shares may trade above, below, or at their most recent net
asset value. Factors including disruptions to creations and redemptions, the
existence of market volatility or potential lack of an active trading market for
Shares (including through a trading halt), may result in Shares trading at a
significant premium or discount to net asset value or to the intraday value of
the Fund’s holdings. If a shareholder purchases Shares at a time when the market
price is at a premium to the net asset value or sells Shares at a time when the
market price is at a discount to the net asset value, the shareholder may pay
significantly more or receive significantly less than the underlying value of
the Shares. The securities held by the Fund may be traded in markets that close
at a different time than the exchange on which the Shares are traded. Liquidity
in those securities may be reduced after the applicable closing times.
Accordingly, during the time when the exchange is open but after the applicable
market closing, fixing or settlement times, bid/ask spreads on the exchange and
the resulting premium or discount to the Shares’ net asset value may widen.
Additionally, in stressed market conditions, the market for the Fund’s Shares
may become less liquid in response to deteriorating liquidity in the markets for
the Fund’s underlying portfolio holdings and a shareholder may be unable to sell
his or her Shares.
Issuer-Specific
Changes Risk.
The value of individual securities in the Fund’s portfolio can be more volatile
than the market as a whole and can perform differently from the value of the
market as a whole, which may have a greater impact if the Fund’s portfolio is
concentrated in a country, region, market, industry, sector or asset class. A
change in the financial condition, market perception or the credit rating of an
issuer of securities included in the Fund’s Index may cause the value of its
securities to decline.
Index-Related
Concentration Risk. The Fund’s assets may be concentrated in a particular sector or
sectors or industry or group of industries to reflect the Index’s allocation to
such sector or sectors or industry or group of industries. The securities of
many or all of the companies in the same sector or industry may decline in value
due to developments adversely affecting such sector or industry. By
concentrating its assets in a particular sector or sectors or industry or group
of industries, the Fund is subject to the risk that economic, political or other
conditions that have a negative effect on those sectors and/or industries may
negatively impact the Fund to a greater extent than if the Fund’s assets were
invested in a wider variety of securities.
PERFORMANCE
The bar chart that follows shows how the Fund performed for the
calendar years shown. The table below the bar chart shows the Fund’s average
annual returns (before and after taxes). The bar chart
and table provide an indication of the risks of investing in the Fund by
comparing the Fund’s performance from year to year and by showing how the Fund’s
average annual returns for the one year, five year, ten year and/or since
inception periods, as applicable, compared with the Fund’s benchmark index and a
broad measure of market performance. All returns assume
reinvestment of dividends and distributions. The Fund’s past
performance (before and after taxes) is not necessarily indicative of how the
Fund will perform in the future. Updated performance information
is available online at www.vaneck.com.
Annual Total Returns
(%)—Calendar Years
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Best
Quarter: |
34.34% |
2Q
2020 |
Worst
Quarter: |
-42.78% |
1Q
2020 |
Average Annual Total
Returns for the Periods Ended December 31, 2023
The after-tax returns presented
in the table below are calculated using the highest historical individual
federal marginal income tax rates and do not reflect the impact of state and
local taxes. Your actual after-tax returns will depend on your
specific tax situation and may differ from those shown below. After-tax returns are not
relevant to investors who hold Shares of the Fund through tax-deferred
arrangements, such as 401(k) plans or individual retirement
accounts.
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| Past
One Year |
Past
Five Years |
Past
Ten
Years |
|
| VanEck BDC
Income ETF (return before taxes) |
26.93% |
14.26% |
7.28% |
|
| VanEck BDC
Income ETF (return after taxes on
distributions) |
21.32% |
9.36% |
3.11% |
|
| VanEck BDC
Income ETF (return after taxes on distributions and sale of Fund
Shares) |
15.64% |
8.78% |
3.49% |
|
|
MVIS
US Business Development Companies Index
(reflects no deduction for
fees, expenses or taxes) |
26.88% |
13.56% |
7.11% |
|
|
S&P
500®
Index (reflects no deduction for fees, expenses or
taxes) |
26.29% |
15.69% |
12.03% |
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See “License Agreements and Disclaimers” for important
information.
PORTFOLIO
MANAGEMENT
Investment
Adviser. Van
Eck Absolute Return Advisers Corporation.
On
March 6, 2024, the Board of Trustees (the “Board”) of VanEck ETF Trust (the
“Trust”) considered and unanimously approved the assumption by the Adviser of
the investment management agreement between the Trust and Van Eck Associates
Corporation with respect to the Fund. Accordingly, effective on March 7, 2024,
the Adviser began acting as investment adviser to the Fund.
Portfolio
Managers.
The following individuals are jointly and primarily responsible for the
day-to-day management of the Fund’s portfolio:
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| Name |
Title
with Adviser |
Date
Began Managing the Fund |
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| Peter
H. Liao |
Portfolio
Manager |
February
2013 |
|
| Griffin
Driscoll |
Deputy
Portfolio Manager |
August
2023 |
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SUMMARY
INFORMATION ABOUT PURCHASES AND SALES OF FUND SHARES, TAXES AND PAYMENTS
TO BROKER-DEALERS AND OTHER FINANCIAL
INTERMEDIARIES |
PURCHASE
AND SALE OF FUND SHARES
Individual
Shares of the Fund may only be purchased and sold in secondary market
transactions through a broker or dealer at a market price. Shares of the Fund
are listed on the Exchange, and because Shares trade at market prices rather
than net asset value, Shares of the Fund may trade at a price greater than net
asset value (i.e.,
a "premium") or less than net asset value (i.e.,
a "discount").
An
investor may incur costs attributable to the difference between the highest
price a buyer is willing to pay to purchase Shares of the Fund (bid) and the
lowest price a seller is willing to accept for Shares (ask) when buying or
selling Shares in the secondary market (the “bid/ask spread”).
Recent
information, including information about the Fund’s net asset value, market
price, premiums and discounts, and bid/ask spreads, is included on the Fund’s
website at www.vaneck.com.
TAX
INFORMATION
The
Fund’s distributions are taxable and will generally be taxed as ordinary income
or capital gains.
PAYMENTS
TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
The
Adviser and its related companies may pay broker-dealers or other financial
intermediaries (such as a bank) for the sale of the Fund Shares and related
services. These payments may create a conflict of interest by influencing your
broker-dealer or other intermediary or its employees or associated persons to
recommend the Fund over another investment. Ask your financial adviser or visit
your financial intermediary’s website for more information.
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ADDITIONAL
INFORMATION ABOUT THE FUNDS' INVESTMENT STRATEGIES AND
RISKS |
PRINCIPAL
INVESTMENT STRATEGIES
The
Fund normally invests at least 80% of its total assets in securities that
comprise the Fund’s benchmark index
and/or
in investments or instruments that have investment exposure to securities that
comprise its benchmark index. The BDC Index is comprised of BDCs. To be eligible
for the BDC Index and qualify as a BDC, a company must be organized under the
laws of, and have its principal place of business in, the United States, be
registered with the Securities and Exchange Commission and have elected to be
regulated as a BDC under the Investment Company Act of 1940. BDCs are vehicles
whose principal business is to invest in, lend capital to or provide services to
privately-held U.S. companies or thinly traded U.S. public companies. Small- and
medium-capitalization BDCs are eligible for inclusion in the BDC Index. The
BDC
Index is reconstituted and rebalanced quarterly. As
of March 31, 2024, the BDC Index included 26 securities of companies with a
market capitalization range of between approximately $356.6 million to $12.1
billion and a weighted average market capitalization of $5.1 billion. This 80%
investment policy is non-fundamental and may be changed without shareholder
approval upon 60 days’ prior written notice to shareholders.
The
Fund will seek to achieve its investment objective by primarily investing in
securities issued by BDCs and in swaps and other types of derivative instruments
that have investment exposure to BDCs, including swaps on the benchmark index
and/or swaps on the components that comprise the benchmark index. The notional
values of these swaps and other derivative instruments will count towards the
Fund’s 80% investment policy and cash and cash equivalents related to the swaps
and other derivative instruments will not be counted towards the calculation of
total assets. Floating-rate
securities owned by BDCs in which the Fund invests may pay interest based on
SOFR. The
Fund may also invest in exchange-traded notes.
The
Investment Company Act of 1940 places limits on the percentage of the total
outstanding stock of a BDC that may be owned by the Fund; however, a Securities
and Exchange Commission rule applicable to the Fund permits it to invest in BDCs
in excess of this limitation if certain conditions are met.
The
Fund, using a “passive” or indexing investment approach, attempts to approximate
the investment performance of the BDC Index by investing in a portfolio of
securities that generally replicates the BDC Index. Unlike many investment
companies that try to “beat” the performance of a benchmark index, the Fund does
not try to “beat” the BDC Index and does not take temporary defensive positions
that are inconsistent with its investment objective of seeking to replicate the
BDC Index.
The
Fund will concentrate its investments in a particular industry or group of
industries to the extent that the BDC Index concentrates in an industry or group
of industries. As of March 31, 2024, the financials sector represented a
significant portion of the Fund.
The
Adviser anticipates that, generally, the Fund will hold or gain exposure to all
of the securities that comprise the Fund’s Index in proportion to their
weightings in such Index. However, under various circumstances, it may not be
possible or practicable to purchase all of those securities in those weightings.
In these circumstances, the Fund may purchase a sample of securities in its
Index. There also may be instances in which the Adviser may choose to
underweight or overweight a security in the Fund’s Index, purchase securities
not in the Fund’s Index that the Adviser believes are appropriate to substitute
for certain securities in such Index or utilize various combinations of other
available investment techniques in seeking to replicate as closely as possible,
before fees and expenses, the price and yield performance of the Fund’s Index.
The Fund may sell securities that are represented in its Index in anticipation
of their removal from the Index or purchase securities not represented in its
Index in anticipation of their addition to the Index. The Fund may also, in
order to comply with the tax diversification requirements of the Internal
Revenue Code of 1986, temporarily invest in securities not included in its Index
that are expected to be highly correlated with the securities included in its
Index.
FUNDAMENTAL
AND NON-FUNDAMENTAL POLICIES
The
Fund’s investment objective and each of its other investment policies are
non-fundamental policies that may be changed by the Board without shareholder
approval, except as noted in this Prospectus or the Statement of Additional
Information (“SAI”) under the section entitled “Investment Policies and
Restrictions—Investment Restrictions.” The Fund may not purchase any security
if, as a result of that purchase, 25% or more of its total assets would be
invested in securities of issuers having their principal business activities in
the same industry, except that the Fund will invest 25% or more of the value of
its total assets in securities of issuers in any one industry or group of
industries if the index that the Fund replicates concentrates in an industry or
group of industries.
RISKS
OF INVESTING IN THE FUND
The
following section provides additional information regarding the principal risks
identified under “Principal Risks of Investing in the Fund” in the Fund’s
“Summary Information” section followed by additional risk
information.
Investors
in the Fund should be willing to accept a high degree of volatility in the price
of the Fund’s Shares and the possibility of significant losses. An investment in
the Fund involves a substantial degree of risk. An investment in the Fund is not
a deposit with a bank and is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. Therefore, you should
consider carefully the following risks before investing in the Fund, each of
which could significantly and adversely affect the value of an investment in the
Fund.
Authorized
Participant Concentration Risk.
The Fund may have a limited number of Authorized Participants, none of which are
obligated to engage in creation and/or redemption transactions. To the extent
that those Authorized Participants exit the business, or do not process creation
and/or redemption orders, there may be a significantly diminished trading market
for Shares or Shares may trade like closed-end funds at a discount (or premium)
to net asset value and possibly face trading halts and/or de-listing. This can
be reflected as a spread between the bid-ask prices for the Fund. The Authorized
Participant concentration risk may be heightened in cases where Authorized
Participants have limited or diminished access to the capital required to post
collateral.
Derivatives
Risk. Derivatives
and other similar instruments (referred to collectively as “derivatives”) are
financial instruments whose values are based on the value of one or more
reference assets or indicators, such as a security, currency, interest rate, or
index. The Fund’s use of derivatives involves risks different from, and possibly
greater than, the risks associated with investing directly in securities and
other more traditional investments. Moreover, although the value of a derivative
is based on an underlying asset or indicator, a derivative typically does not
carry the same rights as would be the case if the Fund invested directly in the
underlying securities, currencies or other assets.
Derivatives
are subject to a number of risks, such as potential changes in value in response
to market developments or, in the case of “over-the-counter” derivatives, as a
result of a counterparty’s credit quality and the risk that a derivative
transaction may not have the effect the Adviser anticipated. Derivatives also
involve the risk of mispricing or improper valuation and the risk that changes
in the value of a derivative may not achieve the desired correlation with the
underlying asset or indicator. Derivative transactions can create investment
leverage and may be highly volatile, and the Fund could lose more than the
amount it invests. The use of derivatives may increase the amount and affect the
timing and character of taxes payable by shareholders of the Fund.
Many
derivative transactions are entered into “over-the-counter” without a central
clearinghouse; as a result, the value of such a derivative transaction will
depend on, among other factors, the ability and the willingness of the Fund’s
counterparty to perform its obligations under the transaction. If a counterparty
were to default on its obligations, the Fund’s contractual remedies against such
counterparty may be subject to bankruptcy and insolvency laws, which could
affect the Fund’s rights as a creditor (e.g.,
the Fund may not receive the net amount of payments that it is contractually
entitled to receive). Counterparty risk also refers to the related risks of
having concentrated exposure to such a counterparty. A liquid secondary market
may not always exist for the Fund’s derivative positions at any time, and the
Fund may not be able to initiate or liquidate a swap position at an advantageous
time or price, which may result in significant losses. The Fund may also face
the risk that it may not be able to meet margin and payment requirements and
maintain a derivatives position.
Derivatives
are also subject to operational and legal risks. Operational risk generally
refers to risk related to potential operational issues, including documentation
issues, settlement issues, system failures, inadequate controls, and human
errors. Legal risk generally refers to insufficient documentation, insufficient
capacity or authority of counterparty, or legality or enforceability of a
contract.
Under
Rule 18f-4 (the “derivatives rule”), funds need to trade derivatives and other
transactions that create future fund payment or delivery obligations subject to
a value-at-risk (“VaR”) leverage limit, and certain derivatives risk management
program and reporting requirements. Generally, these requirements apply unless a
fund qualifies as a “limited derivatives user,” as defined in the derivatives
rule. Under the derivatives rule, when a fund trades reverse repurchase
agreements or similar financing transactions, including certain tender option
bonds, it needs to aggregate the amount of indebtedness associated with the
reverse repurchase agreements or similar financing transactions with the
aggregate amount of any other senior securities representing indebtedness when
calculating the fund’s asset coverage ratio or treat all such transactions as
derivatives transactions. Reverse repurchase agreements or similar financing
transactions aggregated with other indebtedness do not need to be included in
the calculation of whether a fund is a limited derivatives user, but for funds
subject to the VaR testing, reverse repurchase agreements and similar financing
transactions must be included for purposes of such testing whether treated as
derivatives transactions or not. The Securities and Exchange Commission also
provided guidance in connection with the derivatives rule regarding use of
securities lending collateral that may limit a fund's securities lending
activities. In addition, under the derivatives rule, the Fund is permitted to
invest in a security on a when-issued or forward-settling basis, or with a
non-standard settlement cycle, and the transaction will be deemed not to involve
a senior security under the Investment Company Act of 1940, provided that (i)
the Fund intends to physically settle the transaction and (ii) the transaction
will settle within 35 days of its trade date (the “Delayed-Settlement Securities
Provision”). The Fund may otherwise engage in such transactions that do not meet
the conditions of the Delayed-Settlement Securities Provision so long as the
Fund treats any such transaction as a “derivatives transaction” for purposes of
compliance with the derivatives rule. Furthermore, under the derivatives rule,
the Fund is permitted to enter into an unfunded commitment agreement, and such
unfunded commitment agreement is not subject to the asset coverage requirements
under the Investment Company Act of 1940, if the Fund reasonably believes, at
the time it enters into such agreement, that it will have sufficient cash and
cash equivalents to meet its obligations with respect to all such agreements as
they come due.
Derivatives
Counterparty Risk.
A
loss may be sustained as a result of the failure of another party to a contract
(usually referred to as a “counterparty”) to make required payments, fulfill its
contractual obligations or otherwise comply with a contract’s terms because of
the financial condition of the counterparty (i.e.,
financial difficulties or insolvency), market activities and developments, the
counterparty being unable or unwilling to perform under the contract or other
reasons. In a swap agreement, the Fund bears
the
risk of loss of the amount expected to be received under the agreement in the
event of the default or bankruptcy of a counterparty. These risks are heightened
and may materially impact the Fund’s ability to achieve its investment objective
given that the Fund may enter into swap agreements with one or a limited number
of counterparties. The Fund’s use of one or a limited number of counterparties
increases the Fund’s exposure to counterparty credit risk. Credit risk refers to
the possibility that the counterparty will be unable and/or unwilling to honor
its obligations and/or default completely on the derivative transaction. Swap
agreements also may be considered to be illiquid. Further, there is a risk that
no suitable counterparties are willing to enter into, or continue to enter into,
transactions with the Fund and, as a result, the Fund may not be able to achieve
its investment objective.
Equity Securities Risk. The
value of the equity securities held by the Fund may fall due to general market
and economic conditions, perceptions regarding the markets in which the issuers
of securities held by the Fund participate, or factors relating to specific
issuers in which the Fund invests. For example, an adverse event, such as an
unfavorable earnings report, may result in a decline in the value of equity
securities of an issuer held by the Fund; the price of the equity securities of
an issuer may be particularly sensitive to general movements in the securities
markets; or a drop in the securities markets may depress the price of most or
all of the equities securities held by the Fund. In addition, the equity
securities of an issuer in the Fund’s portfolio may decline in price if the
issuer fails to make anticipated dividend payments. Equity securities are
subordinated to preferred securities and debt in a company’s capital structure
with respect to priority to a share of corporate income, and therefore will be
subject to greater dividend risk than preferred securities or debt instruments.
In addition, while broad market measures of equity securities have historically
generated higher average returns than fixed income securities, equity securities
have generally also experienced significantly more volatility in those returns.
Financials
Sector Risk.
Companies in the financials sector may be subject to extensive government
regulation that affects the scope of their activities, the prices they can
charge and the amount of capital they must maintain. The profitability of
companies in the financials sector may be adversely affected by increases in
interest rates, by loan losses, which usually increase in economic downturns,
and by credit rating downgrades. In addition, the financials sector is
undergoing numerous changes, including continuing consolidations, development of
new products and structures and changes to its regulatory framework.
Furthermore, some companies in the financials sector perceived as benefiting
from government intervention in the past may be subject to future
government-imposed restrictions on their businesses or face increased government
involvement in their operations. Increased government involvement in the
financials sector, including measures such as taking ownership positions in
financial institutions, could result in a dilution of the Fund’s investments in
financial institutions.
Floating
Rate Risk for BDCs.
The BDCs in which the Fund invests may invest in floating rate securities, which
are instruments in which the interest rate payable on an obligation fluctuates
on a periodic basis based upon changes in an interest rate benchmark. As a
result, the yield on such a security will generally decline in a falling
interest rate environment, causing the BDC, and by extension, the Fund, to
experience a reduction in the income it receives from the security.
Fund Shares Trading, Premium/Discount Risk and Liquidity of
Fund Shares. Disruptions
to creations and redemptions, the existence of market volatility or potential
lack of an active trading market for Shares (including through a trading halt),
as well as other factors, may result in Shares trading at a significant premium
or discount to net asset value or to the intraday value of the Fund’s holdings.
The net asset value of the Shares will fluctuate with changes in the market
value of the Fund’s securities holdings. The market price of Shares may
fluctuate, in some cases materially, in accordance with changes in net asset
value and the intraday value of the Fund’s holdings, as well as supply and
demand on the Exchange. Shares may trade below, at or above their net asset
value. While the creation/redemption feature is designed to make it likely that
Shares normally will trade close to the value of the Fund’s holdings, market
prices are not expected to correlate exactly to the Fund’s net asset value due
to timing reasons, supply and demand imbalances and other factors. The price
differences may be due, in large part, to the fact that supply and demand forces
at work in the secondary trading market for Shares may be closely related to,
but not necessarily identical to, the same forces influencing the prices of the
securities of the Fund’s portfolio of investments trading individually or in the
aggregate at any point in time. If a shareholder purchases Shares at a time when
the market price is at a premium to the net asset value or sells Shares at a
time when the market price is at a discount to the net asset value, the
shareholder may pay significantly more or receive significantly less than the
underlying value of the Shares that were bought or sold or the shareholder may
be unable to sell his or her Shares. Any of these factors, discussed above and
further below, may lead to the Shares trading at a premium or discount to the
Fund’s net asset value. In addition, because certain of the Fund’s underlying
securities may trade on exchanges that are closed when the exchange that Shares
of the Fund trade on is open, there are likely to be deviations between the
expected value of an underlying security and the closing security’s price
(i.e.,
the last quote from its closed foreign market) resulting in premiums or
discounts to net asset value that may be greater than those experienced by other
ETFs. In addition, the securities held by the Fund may be traded in markets that
close at a different time than the Exchange. Liquidity in those securities may
be reduced after the applicable closing times. Accordingly, during the time when
the Exchange is open but after the applicable market closing, fixing or
settlement times, bid/ask spreads and the resulting premium or discount to the
Shares’ net asset value may widen. Additionally, in stressed market conditions,
the market for the Fund’s Shares may become less liquid in response to
deteriorating liquidity in the markets for the Fund’s underlying portfolio
holdings.
When
you buy or sell Shares of the Fund through a broker, you will likely incur a
brokerage commission or other charges imposed by brokers. In addition, the
market price of Shares, like the price of any exchange-traded security, includes
a bid/ask spread charged by the market makers or other participants that trade
the particular security. The spread of the Fund’s Shares varies over
time
based on the Fund’s trading volume and market liquidity and may increase if the
Fund’s trading volume, the spread of the Fund’s underlying securities, or market
liquidity decrease. In times of severe market disruption, including when trading
of the Fund’s holdings may be halted, the bid/ask spread may increase
significantly. This means that Shares may trade at a discount to the Fund’s net
asset value, and the discount is likely to be greatest during significant market
volatility.
Index-Related
Concentration Risk. The
Fund’s assets may be concentrated in a particular sector or sectors or industry
or group of industries to reflect the Index’s allocation to such sector or
sectors or industry or group of industries. The securities of many or all of the
companies in the same sector or industry may decline in value due to
developments adversely affecting such sector or industry. By concentrating its
assets in a particular sector or sectors or industry or group of industries, the
Fund is subject to the risk that economic, political or other conditions that
have a negative effect on those sectors and/or industries may negatively impact
the Fund to a greater extent than if the Fund’s assets were invested in a wider
variety of securities.
Index Tracking Risk. The
Fund’s return may not match the return of the Index for a number of reasons. For
example, the Fund incurs operating expenses, including taxes, not applicable to
the Index and incurs costs associated with buying and selling securities and
entering into derivatives transactions (if applicable), especially when
rebalancing the Fund’s securities holdings to reflect changes in the composition
of the Index, or (if applicable) raising cash to meet redemptions or deploying
cash in connection with inflows into the Fund. Transaction costs, including
brokerage costs, will decrease the Fund’s net asset value.
Market
disruptions and regulatory restrictions could have an adverse effect on the
Fund’s ability to adjust its exposure to the required levels in order to track
the Index. Unusual market conditions may cause the Index provider to postpone a
scheduled rebalance, which could cause the Index to vary from its normal or
expected composition. There is no assurance that the Index provider or any
agents that may act on its behalf will compile the Index accurately, or that the
Index will be determined, composed or calculated accurately. Errors in respect
of the quality, accuracy and completeness of the data used to compile the Index
may occur from time to time and may not be identified and corrected by the Index
provider, particularly where the indices are less commonly used as benchmarks by
funds or managers. Therefore, gains, losses or costs associated with errors of
the Index provider or its agents will generally be borne by the Fund and its
shareholders. For example, during a period where the Index contains incorrect
constituents, the Fund would have market exposure to such constituents and would
be underexposed to the Index’s other constituents. Such errors may negatively or
positively impact the Fund and its shareholders.
When
the Index is rebalanced and the Fund in turn rebalances its portfolio to attempt
to increase the correlation between the Fund’s portfolio and the Index, any
transaction costs and market exposure arising from such portfolio rebalancing
will be borne directly by the Fund and its shareholders. The Fund may not be
fully invested at times either as a result of cash flows into the Fund or
reserves of cash held by the Fund to pay expenses or to meet redemptions. In
addition, the Fund may not invest in certain securities and/or other assets
included in the Index, or invest in them in the exact proportions in which they
are represented in the Index. The Fund’s performance may also deviate from the
return of the Index for a variety of reasons, including legal restrictions or
limitations imposed by the governments of certain countries, certain exchange
listing standards (where applicable), a lack of liquidity in markets in which
such securities trade, potential adverse tax consequences or other regulatory
reasons (such as diversification requirements). A lack of liquidity may be due
to various events, including market events, economic conditions or investor
perceptions. Illiquid securities may be difficult to value and their value may
be lower than the market price of comparable liquid securities, which would
negatively affect the Fund’s performance. Moreover, the Fund may be delayed in
purchasing or selling securities included in the Index. When markets are
volatile, the ability to sell securities at fair value prices may be adversely
impacted and may result in additional trading costs and/or increase the index
tracking risk. To the extent the Fund encounters any issues with regard to
currency convertibility (including the cost of borrowing funds, if any),
repatriation or economic sanctions, such issues may also increase index tracking
risk. The Fund may also need to rely on borrowings to meet redemptions, which
may lead to increased expenses. For tax efficiency purposes, the Fund may sell
certain securities, and such sale may cause the Fund to realize a loss and
deviate from the performance of the Index. The Fund’s performance may also
deviate from the performance of the Index due to the impact of withholding
taxes, late announcements relating to changes to the Index and high turnover of
the Index.
The
Fund may fair value certain of its investments, underlying currencies and/or
other assets. To the extent the Fund calculates its net asset value based on
fair value prices and the value of the Index is based on securities’ closing
prices on local foreign markets (i.e.,
the value of the Index is not based on fair value prices) or if the Fund
otherwise calculates its net asset value based on prices that differ from those
used in calculating the Index, the Fund’s ability to track the Index may be
adversely affected. The need to comply with the tax diversification and other
requirements of the Internal Revenue Code of 1986 may also impact the Fund’s
ability to track the performance of the Index. In addition, if the Fund utilizes
depositary receipts or other derivative instruments, its return may not
correlate as well with the return of the Index as would be the case if the Fund
purchased all the securities in the Index directly. To the extent the Fund
utilizes depositary receipts, the purchase of depositary receipts may negatively
affect the Fund’s ability to track the performance of the Index and increase
tracking error, which may be exacerbated if the issuer of the depositary receipt
discontinues issuing new depositary receipts or withdraws existing depositary
receipts. Actions taken in response to proposed corporate actions could also
result in increased tracking error. In light of the factors discussed above, the
Fund’s return may deviate significantly from the return of the
Index.
Apart
from scheduled rebalances, the Index provider or its agents may carry out
additional ad hoc rebalances to the Index in order, for example, to correct an
error in the selection of index constituents. When the Index is rebalanced and
the Fund in turn rebalances its portfolio to attempt to increase the correlation
between the Fund’s portfolio and the Index, any transaction costs and market
exposure arising from such portfolio rebalancing will be borne directly by the
Fund and its shareholders. Therefore, errors and additional ad hoc rebalances
carried out by the Index provider to the Index may increase the costs to and the
tracking error risk of the Fund.
Index
tracking risk may be heightened during times of increased market volatility or
other unusual market conditions. Changes to the composition of the Index in
connection with a rebalancing or reconstitution of the Index may cause the Fund
to experience increased volatility, during which time the Fund’s index tracking
risk may be heightened.
Investment
Restrictions Risk. The
Fund is subject to the conditions set forth in certain provisions of the
Investment Company Act of 1940 and Securities and Exchange Commission
regulations thereunder that limit the amount that the Fund and its affiliates,
in the aggregate, can invest in the outstanding voting securities of an
unaffiliated investment company or BDC. The Fund and its affiliates may not
actively acquire “control” of an investment company or BDC, which is presumed
once ownership of an investment company’s outstanding voting securities exceeds
25%. Also, to comply with provisions of the Investment Company Act of 1940 and
regulations thereunder, the Adviser may be required to vote shares of an
investment company or BDC in the same general proportion as shares held by other
shareholders of the investment company or BDC.
Issuer-Specific
Changes Risk.
The value of individual securities in the Fund’s portfolio can be more volatile
than the market as a whole and can perform differently from the value of the
market as a whole, which may have a greater impact if the Fund’s portfolio is
concentrated in a country, region, market, industry, sector or asset class. A
change in the financial condition, market perception or the credit rating of an
issuer of securities included in the Fund’s Index may cause the value of its
securities to decline.
Liquidity
Risk Related to Swap Agreements. The
Fund will invest in swap agreements, which may be less liquid than other types
of investments. The illiquidity of swap agreements could have a negative effect
on the Fund’s ability to achieve its investment objective and may result in
losses to Fund shareholders. In stressed market conditions, the liquidity of the
Fund’s shares may begin to mirror those of the underlying portfolio holdings,
which can be significantly less liquid than the Fund’s shares.
Market
Risk.
The prices of securities are subject to the risks associated with investing in
the securities market, including general economic conditions, sudden and
unpredictable drops in value, exchange trading suspensions and closures and
public health risks. These risks may be magnified if certain social, political,
economic and other conditions and events (such as natural disasters, epidemics
and pandemics, terrorism, conflicts and social unrest) adversely interrupt the
global economy; in these and other circumstances, such events or developments
might affect companies world-wide. Overall securities values could decline
generally or underperform other investments. An investment may lose
money.
No
Guarantee of Active Trading Market Risk. There
can be no assurance that an active trading market for the Shares will develop or
be maintained, as applicable. Further, secondary markets may be subject to
irregular trading activity, wide bid/ask spreads and extended trade settlement
periods in times of market stress because market makers and Authorized
Participants may step away from making a market in the Shares and in executing
creation and redemption orders, which could cause a material deviation in the
Fund’s market price from its net asset value.
Van
Eck Securities Corporation, the distributor of the Shares, does not maintain a
secondary market in the Shares. Investors purchasing and selling Shares in the
secondary market may not experience investment results consistent with those
experienced by those Authorized Participants creating and redeeming directly
with the Fund.
Decisions
by market makers or Authorized Participants to reduce their role or “step away”
from these activities in times of market stress could inhibit the effectiveness
of the arbitrage process in maintaining the relationship between the underlying
value of the Fund’s portfolio securities and the Fund’s market price. This
reduced effectiveness could result in Fund Shares trading at a price which
differs materially from net asset value and also in greater than normal intraday
bid/ask spreads for Fund Shares.
Operational
Risk.
The Fund is exposed to operational risk arising from a number of factors,
including human error, processing and communication errors, errors of the Fund’s
service providers, counterparties or other third-parties, failed or inadequate
processes and technology or system failures.
Passive
Management Risk.
Unlike many investment companies, the Fund is not “actively” managed. Therefore,
unless a specific security/asset is removed from its Index, the Fund generally
would not sell such a security/asset because the security’s issuer/asset is in
financial trouble. If a specific security/asset is removed from the Fund’s
Index, the Fund may be forced to sell such security/asset at an inopportune time
or for prices other than at current market values. An investment in the Fund
involves risks similar to those of investing in any fund that invests in a
similar asset class, such as market fluctuations caused by such factors as
economic and political developments, changes in interest rates and perceived
trends in security/asset prices. The Fund’s Index may not contain the
appropriate or a diversified mix of securities and/or assets for any particular
economic cycle. The timing of changes in the composition of the Fund’s portfolio
in seeking to track its Index could have a negative effect on the Fund. Unlike
with an actively managed fund, the Adviser does not use techniques or defensive
strategies designed to lessen the effects of market volatility or to reduce the
impact of periods of market decline. Additionally, unusual market conditions may
cause the
Fund’s
Index provider to postpone a scheduled rebalance or reconstitution, which could
cause the Fund’s Index to vary from its normal or expected composition. This
means that, based on market and economic conditions, the Fund’s performance
could be lower than funds that may actively shift their portfolio assets to take
advantage of market opportunities or to lessen the impact of a market decline or
a decline in the value of one or more issuers.
Regulatory
Risk.
Changes in the laws or regulations of the United States, including any changes
to applicable tax laws and regulations, could impair the ability of the Fund to
achieve its investment objective and could increase the operating expenses of
the Fund. The Adviser is registered as a commodity pool operator under Commodity
Exchange Act and the rules of the CFTC and is subject to CFTC regulation with
respect to the Fund. The CFTC has adopted rules regarding the disclosure,
reporting and recordkeeping requirements that will apply with respect to the
Fund as a result of the Adviser’s registration as a commodity pool operator.
Generally, these rules allow for substituted compliance with CFTC disclosure and
shareholder reporting requirements, based on the Adviser’s compliance with
comparable Securities and Exchange Commission requirements. This means that for
most of the CFTC’s disclosure and shareholder reporting applicable to the
Adviser as the Fund’s commodity pool operator, the Adviser’s compliance with
Securities and Exchange Commission disclosure and shareholder reporting will be
deemed to fulfill the Adviser’s CFTC compliance obligations. However, as a
result of CFTC regulation with respect to the Fund, the Fund may incur
additional compliance and other expenses. The Adviser is also registered as a
CTA but relies on an exemption with respect to the Fund from CTA regulations
available for a CTA that also serves as the Fund’s commodity pool operator. The
CFTC has neither reviewed nor approved the Fund, their investment strategies, or
this Prospectus.
Risk
of Investing in BDCs. BDCs
generally invest in less mature U.S. private companies or thinly traded U.S.
public companies which involve greater risk than well-established
publicly-traded companies. While the BDCs that comprise the Index are expected
to generate income in the form of dividends, certain BDCs during certain periods
of time may not generate such income. The Fund will indirectly bear its
proportionate share of any management fees and other operating expenses incurred
by the BDCs and of any performance-based or incentive fees payable by the BDCs
in which it invests, in addition to the expenses paid by the Fund. A BDC’s
incentive fee may be very high, vary from year to year and be payable even if
the value of the BDC’s portfolio declines in a given time period. Incentive fees
may create an incentive for a BDC’s manager to make investments that are risky
or more speculative than would be the case in the absence of such compensation
arrangements, and may also encourage the BDC’s manager to use leverage to
increase the return on the BDC’s investments. Any incentive fee payable by a BDC
that relates to its net investment income may be computed and paid on income
that may include interest that has been accrued but not yet received. If a
portfolio company defaults on a loan that is structured to provide accrued
interest income, it is possible that accrued interest income previously included
in the calculation of the incentive fee will become uncollectible. A BDC’s
manager may not be obligated to reimburse the BDC’s shareholder for any part of
the incentive fee it received that was based on accrued interest income that was
never received as a result of a subsequent default, and such circumstances would
result in the BDC’s shareholders (including the Fund) paying an incentive fee on
income that was never received by the BDC. Such incentive fees may also create
an incentive for a BDC’s manager to make investments in securities with deferred
interest features. The use of leverage by BDCs magnifies gains and losses on
amounts invested and increases the risks associated
with investing in BDCs. A BDC may make investments with a larger
amount of risk of volatility and loss of principal than other investment options
and may also be highly speculative and aggressive.
The
Investment Company Act of 1940 imposes certain constraints upon the operations
of a BDC. For example, BDCs are required to invest at least 70% of their total
assets primarily in securities of U.S. private companies or thinly traded U.S.
public companies, cash, cash equivalents, U.S. government securities and high
quality debt investments that mature in one year or less. Generally, little
public information exists for private and thinly traded companies in which a BDC
may invest and there is a risk that investors may not be able to make a fully
informed evaluation of a BDC and its portfolio of investments. With respect to
investments in debt instruments, there is a risk that the issuers of such
instruments may default on their payments or declare bankruptcy. Many debt
investments in which a BDC may invest will not be rated by a credit rating
agency and will be below investment grade quality. These investments are
commonly referred to as “junk bonds” and have predominantly speculative
characteristics with respect to an issuer’s capacity to make payments of
interest and principal. Although lower grade securities are potentially higher
yielding, they are also characterized by high risk. In addition, the secondary
market for lower grade securities may be less liquid than that of higher rated
securities.
Certain
BDCs may also be difficult to value since many of the assets of BDCs do not have
readily ascertainable market values. Therefore, such assets are most often
recorded at fair value, in good faith, in accordance with valuation procedures
adopted by such companies, which may potentially result in material differences
between a BDC’s net asset value per share and its market value.
Additionally,
a BDC may only incur indebtedness in amounts such that the BDC’s asset coverage
ratio of total assets to total senior securities equals at least 150% after such
incurrence. These limitations on asset mix and leverage may affect the way that
the BDC raises capital. BDCs compete with other entities for the types of
investments they make, and such entities are not necessarily subject to the same
investment constraints as BDCs.
To
comply with provisions of the Investment Company Act of 1940 and Securities and
Exchange Commission regulations thereunder, the Adviser may be required to vote
BDC shares in the same general proportion as shares held by other shareholders
of the BDC.
To
qualify and remain eligible for the special tax treatment accorded to regulated
investment companies and their shareholders under the Internal Revenue Code of
1986, the BDCs in which the Fund invests must meet certain source-of-income,
asset diversification and annual distribution requirements. If a BDC in which
the Fund invests fails to qualify as a regulated investment company, such BDC
would be liable for federal, and possibly state, corporate taxes on its taxable
income and gains. Such failure by a BDC could substantially reduce the BDC’s net
assets and the amount of income available for distribution to the Fund, which
would in turn decrease the total return of the Fund.
Small-
and Medium-Capitalization Companies Risk.
The Fund may invest in small- and medium-capitalization companies and, therefore
will be subject to certain risks associated with small- and medium-
capitalization companies. These companies are often subject to less analyst
coverage and may be in early and less predictable periods of their corporate
existences, with little or no record of profitability. In addition, these
companies often have greater price volatility, lower trading volume and less
liquidity than larger more established companies. These companies tend to have
smaller revenues, narrower product lines, less management depth and experience,
smaller shares of their product or service markets, fewer financial resources
and less competitive strength than large-capitalization companies. Returns on
investments in securities of small- and medium-capitalization companies could
trail the returns on investments in securities of larger companies.
Trading
Issues Risk.
Trading in shares on the exchange may be halted due to market conditions or for
reasons that, in the view of the exchange, make trading in shares inadvisable.
In addition, trading in shares on the exchange is subject to trading halts
caused by extraordinary market volatility pursuant to the relevant exchange’s
“circuit breaker” rules. If a trading halt or unanticipated early close of the
exchange occurs, a shareholder may be unable to purchase or sell Shares of the
Fund. There can be no assurance that requirements of the exchange necessary to
maintain the listing of the Fund will continue to be met or will remain
unchanged.
ADDITIONAL
NON-PRINCIPAL INVESTMENT STRATEGIES
The
Fund may invest in securities not included in its Index, money market
instruments, including repurchase agreements or other funds which invest
exclusively in money market instruments, convertible securities, structured
notes (notes on which the amount of principal repayment and interest payments
are based on the movement of one or more specified factors, such as the movement
of a particular stock or stock index and/or certain derivatives, which the
Adviser believes will help the Fund track its Index. Convertible securities and
depositary receipts not included in the Fund’s Index may be used in seeking
performance that corresponds to its Index, and in managing cash flows, and may
count towards compliance with the Fund’s 80% policy. The Fund may also utilize
participation notes to seek performance that corresponds to its Index. The Fund
may also invest, to the extent permitted by the Investment Company Act of 1940
and the Securities and Exchange Commission regulations thereunder in other
affiliated and unaffiliated funds, such as open-end or closed-end management
investment companies, including other ETFs.
BORROWING
MONEY
The
Fund may borrow money from a bank up to a limit of one-third of the market value
of its assets. The Fund has entered into a credit facility to borrow money for
temporary, emergency or other purposes, including the funding of shareholder
redemption requests, trade settlements and as necessary to distribute to
shareholders any income required to maintain the Fund’s status as a regulated
investment company. To the extent that the Fund borrows money, it may be
leveraged; at such times, the Fund will appreciate or depreciate in value more
rapidly than its Index. Leverage generally has the effect of increasing the
amount of loss or gain the Fund might realize, and may increase volatility in
the value of the Fund’s investments.
LENDING
PORTFOLIO SECURITIES
The
Fund may lend its portfolio securities to brokers, dealers and other financial
institutions desiring to borrow securities to complete transactions and for
other purposes. In connection with such loans, the Fund receives cash, U.S.
government securities and stand-by letters of credit not issued by the Fund’s
bank lending agent equal to at least 102% of the value of the portfolio
securities being loaned. This collateral is marked-to-market on a daily basis.
Although the Fund will receive collateral in connection with all loans of its
securities holdings, the Fund would be exposed to a risk of loss should a
borrower fail to return the borrowed securities (e.g.,
the Fund would have to buy replacement securities and the loaned securities may
have appreciated beyond the value of the collateral held by the Fund) or become
insolvent. The Fund may pay fees to the party arranging the loan of securities.
In addition, the Fund will bear the risk that it may lose money because the
borrower of the loaned securities fails to return the securities in a timely
manner or at all. The Fund could also lose money in the event of a decline in
the value of any cash collateral or in the value of investments made with the
cash collateral. These events could trigger adverse tax consequences for the
Fund. Substitute payments for dividends received by the Fund for securities
loaned out by the Fund will not be considered qualified dividend
income.
ADDITIONAL
NON-PRINCIPAL RISKS
Leverage
Risk.
To the extent that the Fund borrows money or utilizes certain derivatives, it
may be leveraged. Leveraging generally exaggerates the effect on net asset value
of any increase or decrease in the market value of the Fund’s portfolio
securities. The Fund is required to comply with the derivatives rule when it
engages in transactions that create future Fund payment or delivery obligations.
The Fund is required to comply with the asset coverage requirements under the
Investment Company Act of 1940 when it engages in borrowings and/or transactions
treated as borrowings.
Shareholder
Risk. Certain
shareholders, including other funds advised by the Adviser, may from time to
time own a substantial amount of the Fund’s Shares. In addition, a third party
investor, the Adviser or an affiliate of the Adviser, an Authorized Participant,
a market maker, or another entity may invest in the Fund and hold its investment
for a limited period of time. There can be no assurance that any large
shareholder would not redeem its investment. Redemptions by shareholders could
have a negative impact on the Fund. In addition, transactions by large
shareholders may account for a large percentage of the trading volume on the
exchange and may, therefore, have a material effect on the market price of the
Shares.
Zero
Coupon and Payment-in Kind Securities Risk. Zero-coupon
securities are securities that are sold at a discount to par value and on which
interest payments are not made during the life of the security. Upon maturity,
the holder is entitled to receive the par value of the security. Payment-in-kind
securities are securities that have interest payable by delivery of additional
securities. Upon maturity, the holder is entitled to receive the aggregate par
value of the securities. The market prices of zero coupon and payment-in-kind
securities are generally more volatile than the market prices of interest
bearing securities and are likely to respond to a greater degree to changes in
interest rates than interest bearing securities having similar maturities and
credit quality. The Fund accrues income with respect to zero-coupon and
payment-in-kind securities prior to the receipt of cash payments. Even though
periodic interest payments in cash are not made on such securities, tax rules
require the Fund to distribute accrued income, which may require the Fund to
liquidate securities at unfavorable prices or borrow money in order to make
these distributions. Additionally, if the issuer of such securities defaults,
the Fund may obtain no return at all on its investment.
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TAX
ADVANTAGED PRODUCT STRUCTURE |
Unlike
many conventional mutual funds which are only bought and sold at closing net
asset values, the Shares of the Fund have been designed to be tradable in a
secondary market on an intra-day basis and to be created and redeemed
principally in-kind in Creation Units at each day’s market close. These in-kind
arrangements are designed to mitigate the adverse effects on the Fund’s
portfolio that could arise from frequent cash purchase and redemption
transactions that affect the net asset value of the Fund. Moreover, in contrast
to conventional mutual funds, where frequent redemptions can have an adverse tax
impact on taxable shareholders because of the need to sell portfolio securities
which, in turn, may generate taxable gain, the in-kind redemption mechanism of
the Fund, to the extent used, generally is not expected to lead to a tax event
for shareholders whose Shares are not being redeemed.
A
description of the Fund’s policies and procedures with respect to the disclosure
of the Fund’s portfolio securities is available in the Fund’s SAI.
Board
of Trustees. The
Board of Trustees of the Trust has responsibility for the general oversight of
the management of the Fund, including general supervision of the Adviser and
other service providers, but is not involved in the day-to-day management of the
Trust. A list of the Trustees and the Trust officers, and their present
positions and principal occupations, is provided in the Fund’s SAI.
Investment
Adviser
Under
the terms of an investment management agreement between the Trust and the
Adviser with respect to the Fund (the “Investment Management Agreement”), the
Adviser, subject to the supervision of the Board and in conformity with the
stated investment policies of the Fund, manages the investment of the Fund’s
assets. The Adviser is responsible for placing purchase and sale orders and
providing continuous supervision of the investment portfolio of the Fund. The
Adviser is a private company with headquarters in New York and manages numerous
pooled investment vehicles and separate accounts. The Adviser is a wholly owned
subsidiary of Van Eck Associates Corporation and is registered with the
Securities and Exchange Commission as an investment adviser under the Investment
Advisers Act of 1940, as amended, and with the Commodity Futures Trading
Commission as a “commodity pool operator” and commodity trading advisor under
the Commodity Exchange Act. The Adviser’s principal business address is 666
Third Avenue, 9th Floor, New York, New York 10017. As of April 30, 2024, the
Adviser managed approximately $836.77 million in assets. A discussion regarding
the Board’s approval of the Investment Management Agreement with respect is
available in the Trust’s semi-annual report for the period ended October 31,
2023.
Under
the Investment Management Agreement, the Adviser, subject to the supervision of
the Board and in conformity with the stated investment policies of the Fund,
manages the investment of the Fund's assets. The Adviser is responsible for
placing purchase and sale orders and providing continuous supervision of the
investment portfolio of the Fund. Pursuant to the Investment Management
Agreement, the Adviser is responsible for all expenses of the Fund, including
the costs of transfer agency, custody, fund administration, legal, audit and
other services, except for the fee payment under the Investment Management
Agreement, acquired fund fees and expenses, interest expense, offering costs,
trading expenses, taxes and extraordinary expenses. For its services to the
Fund, the Fund has agreed to pay the Adviser an annual unitary management fee
equal to 0.40% of its average daily net assets. Offering costs excluded from the
annual unitary management fee are: (a) legal fees pertaining to a Fund’s Shares
offered for sale; (b) Securities and Exchange Commission and state registration
fees; and (c) initial fees paid for Shares of a Fund to be listed on an
exchange. Notwithstanding the foregoing, the Adviser has agreed to pay all such
offering costs until at least September 1, 2025 with respect to the
Fund.
Manager
of Managers Structure.
The
Adviser and the Trust may rely on an exemptive order (the “Order”) from the
Securities and Exchange Commission that permits the Adviser to enter into
investment sub-advisory agreements with unaffiliated sub-advisers without
obtaining shareholder approval. The Adviser, subject to the review and approval
of the Board of Trustees, may select one or more sub-advisers for the Fund and
supervise, monitor and evaluate the performance of each
sub-adviser.
The
Order also permits the Adviser, subject to the approval of the Board of
Trustees, to replace sub-advisers and amend investment sub-advisory agreements,
including applicable fee arrangements, without shareholder approval whenever the
Adviser and the Board of Trustees believe such action will benefit the Fund and
its shareholders. The Adviser thus would have the
responsibility
(subject to the oversight of the Board of Trustees) to recommend the hiring and
replacement of sub-advisers as well as the discretion to terminate any
sub-adviser and reallocate the Fund’s assets for management among any other
sub-adviser(s) and itself. This means that the Adviser would be able to reduce
the sub-advisory fees and retain a larger portion of the management fee, or
increase the sub-advisory fees and retain a smaller portion of the management
fee. The Adviser would compensate each sub-adviser out of its management
fee.
Administrator,
Custodian and Transfer Agent.
Van
Eck Associates Corporation is the administrator for the Fund (the
“Administrator”), and State Street Bank and Trust Company is the custodian of
the Fund’s assets and provides transfer agency and fund accounting services to
the Fund. The Administrator is responsible for certain clerical, recordkeeping
and/or bookkeeping services which are required to be provided pursuant to the
Investment Management Agreement.
Distributor.
Van
Eck Securities Corporation is the distributor of the Shares (the "Distributor").
The Distributor will not distribute Shares in less than a specified number of
Shares, each called a "Creation Unit," and does not maintain a secondary market
in the Shares. The Shares are traded in the secondary market.
The
portfolio managers who currently share joint responsibility for the day-to-day
management of the Fund’s portfolio are Peter H. Liao and Griffin Driscoll.
Mr.
Liao has been employed by the Adviser as an analyst since the summer of 2004 and
has been a portfolio manager since 2006. Mr. Liao graduated from New York
University in 2004 with a Bachelor of Arts in Economics and
Mathematics.
Mr.
Driscoll is deputy portfolio manager of the Fund. He has been employed with the
Adviser since 2018 and has over 6 years' experience in the financial markets.
Mr. Driscoll received his Bachelor of Science in Finance from Providence
College.
Each
of Messrs. Driscoll and Liao serve as a portfolio manager of other funds of the
Trust. Messrs. Driscoll and Liao also serve as portfolio managers for certain
other investment companies and pooled investment vehicles advised by the Adviser
or its affiliates. See the Fund’s SAI for additional information about the
portfolio managers’ compensation, other accounts managed by the portfolio
managers and their respective ownership of Shares of the Fund.
DETERMINATION
OF NAV
The
net asset value (“NAV”) per Share for the Fund is computed by dividing the value
of the net assets of the Fund (i.e.,the
value of its total assets less total liabilities) by the total number of Shares
outstanding. Expenses and fees, including the management fee, are accrued daily
and taken into account for purposes of determining NAV. The NAV of the Fund is
determined each business day as of the close of trading (ordinarily 4:00 p.m.,
Eastern time) on the New York Stock Exchange.
The
values of the Fund’s portfolio securities are based on the securities’ closing
prices on the markets on which the securities trade, when available. Due to the
time differences between the United States and certain countries in which the
Fund invests, securities on these exchanges may not trade at times when Shares
of the Fund will trade. In the absence of a last reported sales price, or if no
sales were reported, and for other assets for which market quotes are not
readily available, values may be based on quotes obtained from a quotation
reporting system, established market makers or by an outside independent pricing
service. Debt instruments with remaining maturities of more than 60 days are
valued at the evaluated mean price provided by an outside independent pricing
service. If an outside independent pricing service is unable to provide a
valuation, the instrument is valued at the mean of the highest bid and the
lowest asked quotes obtained from one or more brokers or dealers selected by the
Adviser. Prices obtained by an outside independent pricing service may use
information provided by market makers or estimates of market values obtained
from yield data related to investments or securities with similar
characteristics and may use a computerized grid matrix of securities and its
evaluations in determining what it believes is the fair value of the portfolio
securities. Short-term debt instruments having a maturity of 60 days or less are
valued at amortized cost. Any assets or liabilities denominated in currencies
other than the U.S. dollar are converted into U.S. dollars at the current market
rates on the date of valuation as quoted by one or more sources. If a market
quotation for a security or other asset is not readily available or the Adviser
believes it does not otherwise accurately reflect the market value of the
security or asset at the time the Fund calculates its NAV, the security or asset
will be fair valued by the Adviser in accordance with the Trust’s valuation
policies and procedures approved by the Board of Trustees. The Fund may also use
fair value pricing in a variety of circumstances, including but not limited to,
situations when the value of a security in the Fund’s portfolio has been
materially affected by events occurring after the close of the market on which
the security is principally traded (such as a corporate action or other news
that may materially affect the price of a security) or trading in a security has
been suspended or halted. In addition, the Fund that holds foreign equity
securities currently expects that it will fair value certain of the foreign
equity securities held by the Fund, if any, each day the Fund calculates its
NAV, except those securities principally traded on exchanges that close at the
same time the Fund calculates its NAV.
Accordingly,
the Fund’s NAV may reflect certain portfolio securities’ fair values rather than
their market prices at the time the exchanges on which they principally trade
close. Fair value pricing involves subjective judgments and it is possible that
a fair value determination for a security or other asset is materially different
than the value that could be realized upon the sale of such security or asset.
In addition, fair value pricing could result in a difference between the prices
used to calculate the Fund’s NAV and the prices used by the Fund’s Index. This
may adversely affect the Fund’s ability to track its Index. With respect to
securities that are principally traded on foreign exchanges, the value of the
Fund’s portfolio securities may change on days when you will not be able to
purchase or sell your Shares.
INTRADAY
VALUE
The
trading prices of the Fund’s Shares in the secondary market generally differ
from the Fund’s daily NAV and are affected by market forces such as the supply
of and demand for Fund Shares and underlying securities held by the Fund,
economic conditions and other factors. Information regarding the intraday value
of the Fund’s Shares (“IIV”) may be disseminated throughout each trading day by
an Exchange or by market data vendors or other information providers. The IIV is
based on the current market value of the securities and/or cash required to be
deposited in exchange for a Creation Unit. The IIV does not necessarily reflect
the precise composition of the current portfolio of securities held by the Fund
at a particular point in time or the best possible valuation of the current
portfolio. Therefore, the IIV should not be viewed as a “real-time” update of
the Fund’s NAV, which is computed only once a day. The IIV is generally
determined by using current market quotations and/or price quotations obtained
from broker-dealers and other market intermediaries that may trade in the
portfolio securities held by the Fund and valuations based on current market
rates. The quotations and/or valuations of certain Fund holdings may not be
updated during U.S. trading hours if such holdings do not trade in the United
States. The Fund is not involved in, or responsible for, the calculation or
dissemination of the IIV and makes no warranty as to its accuracy.
RULE
144A AND OTHER UNREGISTERED SECURITIES
An
Authorized Participant (i.e.,
a person eligible to place orders with the Distributor to create or redeem
Creation Units of the Fund) that is not a “qualified institutional buyer,” as
such term is defined under Rule 144A of the Securities Act of 1933, as amended
(the “Securities Act”), will not be able to receive, as part of a redemption,
restricted securities eligible for resale under Rule 144A or other unregistered
securities.
BUYING
AND SELLING EXCHANGE-TRADED SHARES
The
Shares of the Fund are listed on an Exchange. If you buy or sell Shares in the
secondary market, you will incur customary brokerage commissions and charges and
may pay some or all of the “spread,” which is any difference between the bid
price and the ask price. The spread varies over time for the Fund’s Shares based
on the Fund’s trading volume and market liquidity, and is generally lower if the
Fund has high trading volume and market liquidity, and generally higher if the
Fund has little trading volume
and
market liquidity (which is often the case for funds that are newly launched or
small in size). In times of severe market disruption or low trading volume in
the Fund’s Shares, this spread can increase significantly. It is anticipated
that the Shares will trade in the secondary market at prices that may differ to
varying degrees from the NAV of the Shares. During periods of disruptions to
creations and redemptions or the existence of extreme market volatility, the
market prices of Shares are more likely to differ significantly from the Shares’
NAV.
The
Depository Trust Company (“DTC”) serves as securities depository for the Shares.
(The Shares may be held only in book-entry form; stock certificates will not be
issued.) DTC, or its nominee, is the record or registered owner of all
outstanding Shares. Beneficial ownership of Shares will be shown on the records
of DTC or its participants (described below). Beneficial owners of Shares are
not entitled to have Shares registered in their names, will not receive or be
entitled to receive physical delivery of certificates in definitive form and are
not considered the registered holder thereof. Accordingly, to exercise any
rights of a holder of Shares, each beneficial owner must rely on the procedures
of: (i) DTC; (ii) “DTC Participants,” i.e.,
securities brokers and dealers, banks, trust companies, clearing corporations
and certain other organizations, some of whom (and/or their representatives) own
DTC; and (iii) “Indirect Participants,” i.e.,
brokers, dealers, banks and trust companies that clear through or maintain a
custodial relationship with a DTC Participant, either directly or indirectly,
through which such beneficial owner holds its interests. The Trust understands
that under existing industry practice, in the event the Trust requests any
action of holders of Shares, or a beneficial owner desires to take any action
that DTC, as the record owner of all outstanding Shares, is entitled to take,
DTC would authorize the DTC Participants to take such action and that the DTC
Participants would authorize the Indirect Participants and beneficial owners
acting through such DTC Participants to take such action and would otherwise act
upon the instructions of beneficial owners owning through them. As described
above, the Trust recognizes DTC or its nominee as the owner of all Shares for
all purposes. For more information, see the section entitled “Book Entry Only
System” in the Fund’s SAI.
The
Exchange is open for trading Monday through Friday and is closed on weekends and
the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’
Day, Good Friday, Memorial Day, Juneteenth National Independence Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Because
non-U.S. exchanges may be open on days when the Fund does not price its Shares,
the value of the securities in the Fund’s portfolio may change on days when
shareholders will not be able to purchase or sell the Fund’s
Shares.
The
right of redemption by an Authorized Participant may be suspended or the date of
payment postponed (1) for any period during which an Exchange is closed (other
than customary weekend and holiday closings); (2) for any period during which
trading on an Exchange is suspended or restricted; (3) for any period during
which an emergency exists as a result of which disposal of the Shares of the
Fund or determination of its NAV is not reasonably practicable; or (4) in such
other circumstance as is permitted by the Securities and Exchange Commission.
Market
Timing and Related Matters.
The
Fund imposes no restrictions on the frequency of purchases and redemptions.
Frequent purchases and redemptions of Fund Shares may attempt to take advantage
of a potential arbitrage opportunity presented by a lag between a change in the
value of the Fund’s portfolio securities after the close of the primary markets
for the Fund’s portfolio securities and the reflection of that change in the
Fund’s NAV (“market timing”). The Board of Trustees considered the nature of the
Fund (i.e.,
a fund whose Shares are expected to trade intraday), that the Adviser monitors
the trading activity of Authorized Participants for patterns of abusive trading,
that the Fund reserves the right to reject orders that may be disruptive to the
management of or otherwise not in the Fund’s best interests, and that the Fund
may fair value certain of its securities. Given this structure, the Board of
Trustees determined that it is not necessary to impose restrictions on the
frequency of purchases and redemptions for the Fund at the present time.
DISTRIBUTIONS
Net
Investment Income and Capital Gains.
As
a shareholder of the Fund, you are entitled to your share of the Fund’s
distributions of net investment income and net realized capital gains on its
investments. The Fund pays out substantially all of its net earnings to its
shareholders as “distributions.”
The
Fund typically earns income dividends from stocks and/or interest from debt
securities. These amounts, net of expenses, are typically passed along to Fund
shareholders as dividends from net investment income. The Fund generally
realizes capital gains or losses whenever it sells securities. Net capital gains
are distributed to shareholders as “capital gain distributions.” Distributions
from the Fund’s net investment income, including any net short-term capital
gains, if any, are taxable to you as ordinary income. Any long-term capital
gains distributions you receive from the Fund are taxable as long-term capital
gains.
Net
investment income, if any, is typically distributed to shareholders at least
quarterly by the Fund while net realized capital gains, if any, are typically
distributed to shareholders at least annually. Dividends may be declared and
paid more frequently to improve index tracking or to comply with the
distribution requirements of the Internal Revenue Code of 1986. In addition, in
situations where the Fund acquires investment securities after the beginning of
a dividend period, the Fund may elect to distribute at least annually amounts
representing the full dividend yield net of expenses on the underlying
investment securities, as if the Fund owned the underlying investment securities
for the entire dividend period. If the Fund so elects, some portion of each
distribution may result in a return of capital, which, for tax purposes, is
treated as a return on your investment in Shares. You will be notified regarding
the portion of the distribution which represents a return of
capital.
Distributions
in cash may be reinvested automatically in additional Shares of the Fund only if
the broker through which you purchased Shares makes such option
available.
TAX
INFORMATION
As
with any investment, you should consider how your Fund investment will be taxed.
The tax information in this Prospectus is provided as general information. You
should consult your own tax professional about the tax consequences of an
investment in the Fund, including the possible application of foreign, state and
local taxes. Unless your investment in the Fund is through a tax-exempt entity
or tax-deferred retirement account, such as a 401(k) plan, you need to be aware
of the possible tax consequences when: (i) the Fund makes distributions; (ii)
you sell Shares in the secondary market or (iii) you create or redeem Creation
Units.
Taxes
on Distributions.
As
noted above, the Fund expects to distribute net investment income, if any,
quarterly, and any net realized long-term or short-term capital gains, if any,
annually. The Fund may also pay a special distribution at any time to comply
with U.S. federal tax requirements.
In
general, your distributions are subject to U.S. federal income tax when they are
paid, whether you take them in cash or reinvest them in the Fund. Distributions
from the Fund’s net investment income, including any net short-term gains, if
any, are taxable to you as ordinary income. Whether distributions of capital
gains represent long-term or short-term capital gains is determined by how long
the Fund owned the investments that generated them, rather than how long you
have owned your Shares. Distributions of net short-term capital gain in excess
of net long-term capital losses, if any, are generally taxable as ordinary
income. Distributions of net long-term capital gains in excess of net short-term
capital losses, if any, that are properly reported as capital gain dividends are
generally taxable as long-term capital gains. Long-term capital gains of a
non-corporate shareholder are generally taxable at a maximum rate of 15% or 20%,
depending on whether the shareholder’s income exceeds certain threshold
amounts.
In
the event that the Fund makes a qualified dividend eligible for lower tax rates
or for the corporate dividends received deduction, the dividend may be taxed at
maximum capital gains rates of 15% or 20%, provided holding period and other
requirements are met at both the shareholder and the Fund level. There can be no
assurance that any significant portion of the Fund’s distributions will be
eligible for qualified dividend treatment.
Distributions
in excess of the Fund’s current and accumulated earnings and profits are treated
as a tax-free return of your investment to the extent of your basis in the
Shares, and generally as capital gain thereafter. A return of capital, which for
tax purposes is treated as a return of your investment, reduces your basis in
Shares, thus reducing any loss or increasing any gain on a subsequent taxable
disposition of Shares. A distribution will reduce the Fund’s NAV per Share and
may be taxable to you as ordinary income or capital gain even though, from an
economic standpoint, the distribution may constitute a return of
capital.
Dividends,
interest and gains from non-U.S. investments of the Fund may give rise to
withholding and other taxes imposed by foreign countries. Tax conventions
between certain countries and the United States may, in some cases, reduce or
eliminate such taxes.
If
more than 50% of the Fund's total assets at the end of its taxable year consist
of foreign securities or if at least 50% of the value of the Fund's total assets
at the close of each quarter end is represented by interests in RICs, the Fund
may elect to "pass through" to its investors certain foreign income taxes paid
by the Fund, with the result that each investor will (i) include in gross
income, as an additional dividend, even though not actually received, the
investor's pro rata share of the Fund's foreign income taxes, and (ii) either
deduct (in calculating U.S. taxable income) or credit (in calculating U.S.
federal income), subject to certain holding period and other limitations, the
investor's pro rata share of the Fund's foreign income taxes. It is expected
that more than 50% of the Fund's assets will consist of foreign securities or
interests in RICs.
Backup
Withholding. The
Fund may be required to withhold a percentage of your distributions and proceeds
if you have not provided a taxpayer identification number or social security
number or otherwise established a basis for exemption from backup withholding.
The backup withholding rate for individuals is currently 24%. This is not an
additional tax and may be refunded, or credited against your U.S. federal income
tax liability, provided certain required information is furnished to the
IRS.
Taxes
on the Sale or Cash Redemption of Exchange Listed Shares. Currently,
any capital gain or loss realized upon a sale of Shares is generally treated as
long-term capital gain or loss if the Shares have been held for more than one
year and as a short-term capital gain or loss if held for one year or less.
However, any capital loss on a sale of Shares held for six months or less is
treated as long-term capital loss to the extent that capital gain dividends were
paid with respect to such Shares. The ability to deduct capital losses may be
limited. To the extent that the Fund’s shareholder’s Shares are redeemed for
cash, this is normally treated as a sale for tax purposes.
Taxes
on Creations and Redemptions of Creation Units.
A person who exchanges securities for Creation Units generally will recognize a
gain or loss. The gain or loss will be equal to the difference between the
market value of the Creation Units at the time of exchange and the sum of the
exchanger’s aggregate basis in the securities surrendered and the amount of any
cash paid for such Creation Units. A person who exchanges Creation Units for
securities will generally recognize a gain or loss equal to the
difference
between the exchanger’s basis in the Creation Units and the sum of the aggregate
market value of the securities received. The IRS, however, may assert that a
loss realized upon an exchange of primarily securities for Creation Units cannot
be deducted currently under the rules governing “wash sales,” or on the basis
that there has been no significant change in economic position. Persons
exchanging securities for Creation Units or redeeming Creation Units should
consult their own tax adviser with respect to whether wash sale rules apply and
when a loss might be deductible and the tax treatment of any creation or
redemption transaction.
Under
current U.S. federal income tax laws, any capital gain or loss realized upon a
redemption (or creation) of Creation Units held as capital assets is generally
treated as long-term capital gain or loss if the Shares (or securities
surrendered) have been held for more than one year and as a short-term capital
gain or loss if the Shares (or securities surrendered) have been held for one
year or less.
If
you create or redeem Creation Units, you will be sent a confirmation statement
showing how many Shares you created or sold and at what price.
Medicare
Tax.
An additional 3.8% Medicare tax is imposed on certain net investment income
(including ordinary dividends and capital gain distributions received from the
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.
Non-U.S.
Shareholders.
Dividends
paid by the Fund to non-U.S. shareholders are generally subject to withholding
tax at a 30% rate or a reduced rate specified by an applicable income tax treaty
to the extent derived from investment income and short-term capital gains.
Dividends paid by the Fund from long-term capital gains are generally not
subject to such withholding tax. Properly-reported dividends are generally
exempt from U.S. federal withholding tax where they (i) are paid in respect of
the Fund’s “qualified net interest income” (generally, the Fund’s U.S. source
interest income, other than certain contingent interest and interest from
obligations of a corporation or partnership in which the Fund is at least a 10%
shareholder, reduced by expenses that are allocable to such income); or (ii) are
paid in respect of the Fund’s “qualified short-term capital gains” (generally,
the excess of the Fund’s net short-term capital gain over the Fund’s long-term
capital loss for such taxable year). However, depending on its circumstances,
the Fund may report all, some or none of its potentially eligible dividends as
such qualified net interest income or as qualified short-term capital gains
and/or treat such dividends, in whole or in part, as ineligible for this
exemption from withholding.
Any
capital gain realized by a non-U.S. shareholder upon a sale of Shares of the
Fund will generally not be subject to U.S. federal income or withholding tax
unless (i) the gain is effectively connected with the shareholder’s trade or
business in the United States, or in the case of a shareholder who is a
nonresident alien individual, the shareholder is present in the United States
for 183 days or more during the taxable year and certain other conditions are
met or (ii) 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 Fund’s Shares or, if shorter, within the period during which
the non-U.S. shareholder has held the 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 Internal Revenue Code of 1986 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 Shares become, a U.S. real property holding
corporation. If the Fund is or becomes a U.S. real property holding corporation,
so long as the Fund’s Shares are regularly traded on an established securities
market, only a non-U.S. shareholder who holds or held (at any time during the
shorter of the five-year period preceding the date of disposition or the
holder’s holding period) more than 5% (directly or indirectly as determined
under applicable attribution rules of the Internal Revenue Code of 1986) of the
Fund’s Shares will be subject to United States federal income tax on the
disposition of Shares.
As
part of the Foreign Account Tax Compliance Act (“FATCA”), the Fund may be
required to withhold 30% tax on certain types of U.S. sourced income
(e.g.,dividends,
interest, and other types of passive income) paid to (i) foreign financial
institutions (“FFIs”), including non-U.S. investment funds, unless they agree to
collect and disclose to the IRS information regarding their direct and indirect
U.S. account holders and (ii) certain nonfinancial foreign entities (“NFFEs”),
unless they certify certain information regarding their direct and indirect U.S.
owners. To avoid possible withholding, FFIs will need to enter into agreements
with the IRS which state that they will provide the IRS information, including
the names, account numbers and balances, addresses and taxpayer identification
numbers of U.S. account holders and comply with due diligence procedures with
respect to the identification of U.S. accounts as well as agree to withhold tax
on certain types of withholdable payments made to non-compliant foreign
financial institutions or to applicable foreign account holders who fail to
provide the required information to the IRS, or similar account information and
required documentation to a local revenue authority, should an applicable
intergovernmental agreement be implemented. NFFEs will need to provide certain
information regarding each substantial U.S. owner or certifications of no
substantial U.S. ownership, unless certain exceptions apply, or agree to provide
certain information to the IRS.
The
Fund may be subject to the FATCA withholding obligation, and also will be
required to perform due diligence reviews to classify foreign entity investors
for FATCA purposes. Investors are required to agree to provide information
necessary to allow the Fund to comply with the FATCA rules. If the Fund is
required to withhold amounts from payments pursuant to FATCA, investors will
receive distributions that are reduced by such withholding amounts.
Non-U.S.
shareholders are advised to consult their tax advisors with respect to the
particular tax consequences to them of an investment in the Fund, including the
possible applicability of the U.S. estate tax.
The
foregoing discussion summarizes some of the consequences under current U.S.
federal income tax law of an investment in the Fund. It is not a substitute for
personal tax advice. Consult your own tax advisor about the potential tax
consequences of an investment in the Fund under all applicable tax laws. Changes
in applicable tax authority could materially affect the conclusions discussed
above and could adversely affect the Fund, and such changes often
occur.
The
BDC Index is published by MarketVector Indexes GmbH (“MarketVector Indexes”),
which is an indirectly wholly owned subsidiary of the Adviser. The Index
Provider does not sponsor, endorse, or promote the Fund and bears no liability
with respect to the Fund or any security.
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MVIS®
US BUSINESS DEVELOPMENT COMPANIES
INDEX |
The
BDC Index is a rules based, modified capitalization weighted, float adjusted
index intended to give investors a means of tracking the overall performance of
BDCs. To be eligible for the BDC Index and qualify as a BDC, a company must be
organized under the laws of, and have its principal place of business in, the
United States, be registered with the Securities and Exchange Commission and
have elected to be regulated as a BDC under the Investment Company Act of 1940.
To
be eligible for addition to the BDC Index, stocks must have a market
capitalization of greater than $150 million as of the end of the month prior to
the month in which a rebalancing date occurs. Stocks must have a three-month
average daily trading volume value of at least $1 million at a review and also
at the previous two reviews to be eligible for the BDC Index and issuers of such
stocks must have traded at least 250,000 shares each month over the last six
months at a review and also at the previous two reviews.
The
BDC Index is calculated and maintained by Solactive AG on behalf of MarketVector
Indexes.
The
BDC Index is reconstituted and rebalanced quarterly. MarketVector Indexes may
delay or change a scheduled rebalancing or reconstitution of the BDC Index or
the implementation of certain rules at its sole discretion.
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LICENSE
AGREEMENTS AND DISCLAIMERS |
The
Adviser has entered into a licensing agreement with MarketVector Indexes to use
the BDC Index. The Fund is entitled to use its Index pursuant to a sub-licensing
arrangement with the Adviser.
Shares
of the Fund are not sponsored, endorsed, sold or promoted by MarketVector
Indexes. MarketVector Indexes makes no representation or warranty, express or
implied, to the owners of Shares of the Fund or any member of the public
regarding the advisability of investing in securities generally or in the Shares
of the Fund particularly or the ability of the MarketVector Indexes to track the
performance of its securities market. MarketVector Indexes’ only relationship to
the Adviser is the licensing of certain service marks and trade names and of the
MarketVector Indexes that are determined, composed and calculated by
MarketVector Indexes without regard to the Adviser or the Shares of the Fund.
MarketVector Indexes has no obligation to take the needs of the Adviser or the
owners of Shares of the Fund into consideration in determining, composing or
calculating the MarketVector Indexes. MarketVector Indexes 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 issued or in the determination or
calculation of the equation by which the Shares of the Fund are to be converted
into cash. MarketVector Indexes has no obligation or liability in connection
with the administration, marketing or trading of the Shares of the Fund.
MARKETVECTOR
INDEXES DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE
MARKETVECTOR INDEXES OR ANY DATA INCLUDED THEREIN AND MARKETVECTOR INDEXES SHALL
HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN.
MARKETVECTOR INDEXES MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE
OBTAINED BY THE ADVISER, OWNERS OF SHARES OF THE FUND, OR ANY OTHER PERSON OR
ENTITY FROM THE USE OF THE MARKETVECTOR INDEXES OR ANY DATA INCLUDED THEREIN.
MARKETVECTOR INDEXES 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 MARKETVECTOR INDEXES OR ANY DATA INCLUDED THEREIN.
WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL MARKETVECTOR INDEXES
HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES
(INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
Shares
of the Fund are not sponsored, promoted, sold or supported in any other manner
by Solactive AG nor does Solactive AG offer any express or implicit guarantee or
assurance either with regard to the results of using the MarketVector Indexes
and/or its trade mark or its price at any time or in any other respect. The
MarketVector Indexes are calculated and maintained by Solactive AG. Solactive AG
uses its best efforts to ensure that the MarketVector Indexes are calculated
correctly. Irrespective of its obligations towards MarketVector Indexes,
Solactive AG has no obligation to point out errors in the MarketVector Indexes
to third parties including but not limited to investors and/or financial
intermediaries of the Fund. Neither publication of the MarketVector Indexes by
Solactive AG nor the licensing of the MarketVector Indexes or its trade mark for
the purpose of use in connection with the Fund constitutes a recommendation by
Solactive AG to invest capital in the Fund nor does it in any way represent an
assurance or opinion of Solactive AG with regard to any investment in the Fund.
Solactive AG is not responsible for fulfilling the legal requirements concerning
the accuracy and completeness of the prospectus of the Fund.
The
financial highlights table which follows is intended to help you understand the
Fund’s financial performance for the past five years or as indicated. Certain
information reflects financial results for a single Fund share. The total
returns in the table represent the rate that an investor would have earned (or
lost) on an investment in the Fund (assuming reinvestment of all dividends and
distributions). The information for the six month period ended October 31, 2023
is unaudited. The information for the fiscal year ended April 30, 2023 has been
audited by PricewaterhouseCoopers LLP, the Trust's independent registered public
accounting firm whose report, along with the Fund’s financial statements, is
included in the Fund’s Annual Report, which is available upon request. The
information for periods prior to the fiscal year ended April 30, 2023 was
audited by another independent registered public accounting firm.
For
a share outstanding throughout each year:
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| BDC
Income ETF |
|
|
| Year
Ended April 30, |
|
Period
ended October 31, 2023 (unaudited) |
| 2023 |
| 2022 |
| 2021 |
| 2020 |
| 2019 |
|
|
|
| |
Net
asset value, beginning of year |
$ |
14.54 |
|
| $ |
16.76 |
|
| $ |
16.76 |
|
| $ |
10.75 |
|
| $ |
16.55 |
|
| $ |
16.10 |
|
|
|
|
| |
Net
investment income (a) |
0.87 |
|
| 1.63 |
|
| 1.44 |
|
| 1.43 |
|
| 1.54 |
|
| 1.59 |
|
|
|
|
| |
Net
realized and unrealized gain (loss) on investments |
0.34 |
|
| (2.18) |
|
| (0.06) |
|
| 6.02 |
|
| (5.86) |
|
| 0.41 |
|
|
|
|
| |
Total
from investment operations |
1.21 |
|
| (0.55) |
|
| 1.38 |
|
| 7.45 |
|
| (4.32) |
|
| 2.00 |
|
|
|
|
| |
Distributions
from: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Net
investment income |
(0.85) |
|
| (1.63) |
|
| (1.38) |
|
| (1.44) |
|
| (1.48) |
|
| (1.55) |
|
|
|
|
| |
Return
of capital |
(0.01) |
|
| (0.04) |
|
| — |
|
| — |
| (b) |
— |
|
| — |
|
|
|
|
| |
Total
distributions |
(0.86) |
|
| (1.67) |
|
| (1.38) |
|
| (1.44) |
|
| (1.48) |
|
| (1.55) |
|
|
|
|
| |
Net
asset value, end of year |
$ |
14.89 |
|
| $ |
14.54 |
|
| $ |
16.76 |
|
| $ |
16.76 |
|
| $ |
10.75 |
|
| $ |
16.55 |
|
|
|
|
| |
Total
return (c) |
8.27 |
| %(d) |
(2.60) |
| % |
8.23 |
| % |
73.81 |
| % |
(27.77) |
| % |
13.27 |
| % |
|
|
| |
Ratios
to average net assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Gross
expenses (e) |
0.42 |
| %(f) |
0.42 |
| % |
0.41 |
| % |
0.46 |
| % |
0.48 |
| % |
0.47 |
| % |
|
|
| |
Net
expenses (e) |
0.42 |
| %(f) |
0.42 |
| % |
0.41 |
| % |
0.41 |
| % |
0.41 |
| % |
0.41 |
| % |
|
|
| |
Net
expenses excluding interest and taxes (e) |
0.40 |
| %(f) |
0.40 |
| % |
0.40 |
| % |
0.40 |
| % |
0.40 |
| % |
0.40 |
| % |
|
|
| |
Net
investment income |
11.36 |
| %(f) |
10.75 |
| % |
8.34 |
| % |
10.57 |
| % |
9.95 |
| % |
9.73 |
| % |
|
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Supplemental
data |
|
|
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|
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|
|
|
|
|
|
|
|
|
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Net
assets, end of year (in millions) |
$ |
706 |
|
| $ |
577 |
|
| $ |
625 |
|
| $ |
412 |
|
| $ |
170 |
|
| $ |
207 |
|
|
|
|
| |
Portfolio
turnover rate (g) |
5 |
| %(d) |
28 |
| % |
29 |
| % |
26 |
| % |
22 |
| % |
13 |
| % |
|
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(a)Calculated
based upon average shares outstanding.
(b)Amount
represents less than $0.005 per share.
(c)Returns
include adjustments in accordance with U.S. Generally Accepted Accounting
Principles. Net asset values and returns for financial reporting purposes may
differ from those for shareholder transactions.
(d)Not
annualized
(e)Periods
after April 30, 2021 reflect a unitary management fee structure.
(f)Annualized
(g)Portfolio
turnover rate excludes in-kind transactions.
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PREMIUM/DISCOUNT
INFORMATION |
Information
regarding how often the closing trading price of the Shares of the Fund was
above (i.e.,
at a premium) or below (i.e.,
at a discount) the NAV of the Fund for the most recently completed calendar year
and the most recently completed calendar quarter(s) since that year (or the life
of the Fund, if shorter) can be found at www.vaneck.com.
CONTINUOUS
OFFERING
The
method by which Creation Units are created and traded may raise certain issues
under applicable securities laws. Because new Creation Units are issued and sold
by the Trust on an ongoing basis, a “distribution,” as such term is used in the
Securities Act, may occur at any point. Broker dealers and other persons are
cautioned that some activities on their part may, depending on the
circumstances, result in their being deemed participants in a distribution in a
manner which could render them statutory underwriters and subject them to the
prospectus delivery and liability provisions of the Securities Act.
For
example, a broker dealer firm or its client may be deemed a statutory
underwriter if it takes Creation Units after placing an order with the
Distributor, breaks them down into constituent Shares, and sells such Shares
directly to customers, or if it chooses to couple the creation of a supply of
new Shares with an active selling effort involving solicitation of secondary
market demand for Shares. A determination of whether one is an underwriter for
purposes of the Securities Act must take into account all the facts and
circumstances pertaining to the activities of the broker dealer or its client in
the particular case, and the examples mentioned above should not be considered a
complete description of all the activities that could lead to a categorization
as an underwriter.
Broker
dealers who are not “underwriters” but are participating in a distribution (as
contrasted to ordinary secondary trading transactions), and thus dealing with
Shares that are part of an “unsold allotment” within the meaning of Section
4(a)(3)(C) of the Securities Act, would be unable to take advantage of the
prospectus delivery exemption provided by Section 4(a)(3) of the Securities Act.
This is because the prospectus delivery exemption in Section 4(a)(3) of the
Securities Act is not available in respect of such transactions as a result of
Section 24(d) of the Investment Company Act of 1940. As a result, broker dealer
firms should note that dealers who are not underwriters but are participating in
a distribution (as contrasted with ordinary secondary market transactions) and
thus dealing with the Shares that are part of an overallotment within the
meaning of Section 4(a)(3)(A) of the Securities Act would be unable to take
advantage of the prospectus delivery exemption provided by Section 4(a)(3) of
the Securities Act. Firms that incur a prospectus delivery obligation with
respect to Shares are reminded that, under Rule 153 of the Securities Act, a
prospectus delivery obligation under Section 5(b)(2) of the Securities Act owed
to an exchange member in connection with a sale on the Exchange is satisfied by
the fact that the prospectus is available at the Exchange upon request. The
prospectus delivery mechanism provided in Rule 153 is only available with
respect to transactions on an exchange.
In
addition, certain affiliates of the Fund and the Adviser may purchase and resell
Fund shares pursuant to this Prospectus.
OTHER
INFORMATION
The
Trust was organized as a Delaware statutory trust on March 15, 2001. Its
Declaration of Trust currently permits the Trust to issue an unlimited number of
Shares of beneficial interest. If shareholders are required to vote on any
matters, each Share outstanding would be entitled to one vote. Annual meetings
of shareholders will not be held except as required by the Investment Company
Act of 1940 and other applicable law. See the Fund’s SAI for more information
concerning the Trust’s form of organization. Section 12(d)(1) of the Investment
Company Act of 1940 restricts investments by investment companies in the
securities of other investment companies, including Shares of the Fund.
The
Prospectus, SAI and any other Fund communication do not create any contractual
obligations between the Fund’s shareholders and the Trust, the Fund, the Adviser
and/or the Trustees. Further, shareholders are not intended third-party
beneficiaries of any contracts entered into by (or on behalf of) the Fund,
including contracts with the Adviser or other parties who provide services to
the Fund.
Dechert
LLP serves as counsel to the Trust, including the Fund. PricewaterhouseCoopers
LLP serves as the Trust’s independent registered public accounting firm and will
audit the Fund’s financial statements annually.
ADDITIONAL
INFORMATION
This
Prospectus does not contain all the information included in the Registration
Statement filed with the Securities and Exchange Commission with respect to the
Fund’s Shares. The Fund’s Registration Statement, including this Prospectus, the
Fund’s SAI and the exhibits are available on the EDGAR database at the
Securities
and Exchange Commission’s
website (http://www.sec.gov), and copies may be obtained, after paying a
duplicating fee, by electronic request at the following email address:
[email protected].
The
SAI for the Fund, which has been filed with the Securities and Exchange
Commission, provides more information about the Fund. The SAI for the Fund is
incorporated herein by reference and is legally part of this Prospectus.
Additional information about the Fund’s investments is available in each Fund’s
annual and semi-annual reports to shareholders. In the Fund’s annual report, you
will find a discussion of the market conditions and investment strategies that
significantly affected the Fund’s performance during its last fiscal year. The
SAI and the Fund’s annual and semi-annual reports may be obtained without charge
by writing to the Fund at Van Eck Securities Corporation, the Fund’s
Distributor, at 666 Third Avenue, 9th Floor, New York, New York 10017 or by
calling the Distributor at the following number: Investor Information:
800.826.2333.
Shareholder
inquiries may be directed to the Fund in writing to 666 Third Avenue, 9th Floor,
New York, New York 10017 or by calling 800.826.2333.
The
Fund’s SAI is available at www.vaneck.com.
(Investment
Company Act file no. 811-10325)
For
more detailed information about the Fund, see the SAI dated May 31, 2024, as may
be supplemented from time to time. Additional information about the Fund’s
investments is or will be available in the Fund’s annual and semi-annual reports
to shareholders. In the Fund’s annual report, you will find a discussion of the
market conditions and investment strategies that significantly affected the
Fund’s performance during its last fiscal year.
Call
VanEck at 800.826.2333 to request, free of charge, the annual or semi-annual
reports, the SAI, or other information about the Funds or to make shareholder
inquiries. You may also obtain the SAI or the Fund’s annual or semi-annual
reports by visiting the VanEck website at www.vaneck.com.
Reports
and other information about the Fund is available on the EDGAR Database on the
Securities and Exchange Commission’s internet site at http://www.sec.gov. In
addition, copies of this information may be obtained, after paying a duplicating
fee, by electronic request at the following email address:
[email protected].
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Transfer
Agent: State Street Bank and Trust Company
SEC
Registration Number: 333-123257
1940
Act Registration Number: 811-10325
BIZDPRO |
800.826.2333
www.vaneck.com |