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As filed with the Securities and Exchange Commission on November 25, 2008 |
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Securities Act File No. 333-123257 |
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Investment Company Act File No. 811-10325 |
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United States Securities and Exchange Commission |
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Washington, D.C. 20549 |
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FORM N-1A |
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Registration Statement Under the Securities Act of 1933 |
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Pre-Effective Amendment No. |
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Post Effective Amendment No. 34 |
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and/or |
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Registration Statement Under the Investment Company Act of 1940 |
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Amendment No. 38 |
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MARKET VECTORS ETF TRUST |
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(Exact Name of Registrant as Specified in its Charter) |
335
Madison Avenue, 19
th
Floor
New York, New York 10017
(Address of Principal Executive Offices)
(212)
687-5200
Registrant’s Telephone Number
Joseph J.
McBrien, Esq.
Senior Vice President and General Counsel
Van Eck Associates Corporation
335
Madison Avenue, 19
th
Floor
New York, New York 10017
(Name and Address of Agent for Service)
Copy to:
Stuart M.
Strauss, Esq.
Clifford Chance US LLP
31 West 52
nd
Street
New York, New York 10019
Approximate Date of Proposed Public Offering:
As soon
as practicable after the effective date of this
registration statement.
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x |
Immediately upon filing pursuant to paragraph (b) |
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o |
On [date] pursuant to paragraph (b) |
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60 days after filing pursuant to paragraph (a)(1) |
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o |
On [date] pursuant to paragraph (a)(1) |
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75 days after filing pursuant to paragraph (a)(2) |
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On [date] pursuant to paragraph (a)(2) of rule 485 |
MARKET VECTORS ETF TRUST
PROSPECTUS
Market Vectors Indonesia Index ETF (the “Fund”) is distributed by Van Eck Securities Corporation and seeks to track the Market Vectors Indonesia Index. The Market Vectors Indonesia Index is published by 4asset-management GmbH (referred to herein as the “Index Provider”). The Index Provider does not sponsor, endorse, or promote the Fund and bears no liability with respect to the Fund or any security. For more detailed information about the Fund, see the Statement of Additional Information for the Fund (“SAI”), which is incorporated by reference into this Prospectus. Additional information about the Fund’s investments will be available in the Fund’s annual and semi-annual reports to shareholders. In the Fund’s annual report, when available, 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
Van Eck at 1.888.MKT.VCTR to request, free of charge, the annual or semi-annual
reports, the SAI, or other information about the Fund or to make shareholder
inquiries. You may also obtain the SAI or the Fund’s annual or semi-annual
reports, when available, by visiting the Van Eck website at
www.vaneck.com/etf
.
Information about the Fund (including the SAI) can also be reviewed and copied
at the Securities and Exchange Commission (“SEC”) Public Reference Room in
Washington, D.C. Information about the operation of the Public Reference Room
may be obtained by calling 1.202.942.8090.
Reports and other information about the Fund are available on the EDGAR Database on the SEC’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: publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, Washington, DC 20549-0102.
MARKET VECTORS ETF TRUST
The SEC has 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.
No person has been authorized to give any information or to make any representations other than those contained in this Prospectus in connection with the offer of the Fund’s shares, and, if given or made, the information or representations must not be relied upon as having been authorized by the Fund. Neither the delivery of this Prospectus nor any sale of shares of the Fund shall under any circumstance imply that the information contained herein is correct as of any date after the date of this Prospectus.
Dealers effecting transactions in the Fund’s shares, whether or not participating in this distribution, may be generally required to deliver a Prospectus. This is in addition to any obligation of dealers to deliver the Prospectus when acting as underwriters.
This
Prospectus offers shares of Market Vectors ETF Trust (the “Trust”). The Trust
currently has 26 investment portfolios. This Prospectus relates to shares of
only one portfolio: Market Vectors Indonesia Index ETF.
The information contained herein regarding the Market Vectors Indonesia Index (the “Indonesia Index” or the “Index”) was provided by the Index Provider, while the information contained herein regarding the securities markets and The Depository Trust Company (“DTC”) was obtained from publicly available sources.
This
Prospectus, dated _________, explains concisely the information you ought to
know before investing in the Fund. We suggest that you keep it for future
reference.
TABLE OF CONTENTS
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i
Market
Vectors ETF Trust (the “Trust”) is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the “1940
Act”), currently consisting of 26 investment portfolios. This Prospectus
relates to the following portfolio of the Trust: Market Vectors Indonesia Index
ETF (the “Fund”). Van Eck Associates Corporation (the “Adviser”) is the
investment adviser to the Fund.
The shares of the Market Vectors Indonesia Index ETF are expected to be approved for listing, subject to notice of issuance, on The NASDAQ Stock Market LLC (the “NASDAQ” or the “Exchange”), and will trade in the secondary market at prices that may differ to some degree from the net asset value (“NAV”) of the shares. Unlike conventional mutual funds, the Trust will issue and redeem shares of the Fund (the “Shares”) on a continuous basis at NAV only in large specified blocks each called a Creation Unit. Creation Units are expected to be issued and redeemed principally in-kind for securities generally included in the Fund’s Index. Except when aggregated in Creation Units, Shares are not redeemable securities of the Trust.
The
Fund may be suitable for long term investment in the market or market segment
represented by the Index. Shares of the Fund may also be used as an asset
allocation or speculative trading vehicle. Unlike many conventional mutual
funds which are only bought and sold at closing NAVs, the Shares have been
designed to be tradable in a secondary market on an intraday basis and to be
created and redeemed in-kind in Creation Units at each day’s market close.
These arrangements are designed to protect ongoing shareholders from adverse
effects on the Fund’s portfolio that could arise from frequent cash purchase
and redemption transactions that affect the NAV 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.
P rincipal Investment Objective and Strategies
Investment
Objective
. The Fund’s investment objective is to
replicate as closely as possible, before fees and expenses, the price and yield
performance of the Market Vectors Indonesia Index (the “Indonesia Index” or the
“Index”). For a further description of the Market Vectors Indonesia Index, see
“Market Vectors Indonesia Index.”
Principal
Investment Policy
. The Fund will normally invest at
least 80% of its total assets in securities that comprise the Fund’s benchmark
index. This 80% investment policy is non-fundamental and requires 60 days’
prior written notice to shareholders before it can be changed.
Indexing Investment Approach . The Fund is not managed according to traditional methods of “active” investment management, which involve the buying and selling of securities based upon economic, financial and market analysis and investment judgment. Instead, the Fund, utilizing a “passive” or indexing investment approach, attempts to approximate the investment performance of the Indonesia Index by investing in a portfolio of securities that generally replicates the Indonesia Index.
The Adviser anticipates that, generally, the Fund will hold all of the securities that comprise the Indonesia Index in proportion to their weightings in the Indonesia Index. However, under various circumstances, it may not be possible or practicable to purchase all of those securities in these weightings. In these circumstances, the Fund may purchase a sample of securities in the Indonesia Index. There also may be instances in which the Adviser may choose to overweight a security in the Indonesia Index, purchase securities not in the Indonesia Index that the Adviser believes are appropriate to substitute for certain securities in the Indonesia 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 Indonesia Index. The Fund may sell securities that are represented in the Indonesia Index in anticipation of their removal from the Indonesia Index or purchase securities not represented in the Indonesia Index in anticipation of their addition to the Indonesia Index. The Adviser expects that, over time, the correlation between the Fund’s performance and that of the Indonesia Index before fees and expenses will be 95% or better. A figure of 100% would indicate perfect correlation.
The
Fund may also utilize derivative instruments, such as swaps, options, warrants,
futures contracts, currency forwards (and convertible securities and structured
notes), and participation notes to seek performance that corresponds to the
Indonesia Index. For these purposes, depositary receipts, derivative
instruments and participation notes will count towards the 80% investment
policy. A lesser percentage may be so invested to the extent that the Adviser
needs additional flexibility to comply with the requirements of the U.S.
Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and
other regulatory requirements.
Because of the passive investment management approach of the Fund, the portfolio turnover rate is expected to be under 30%, generally a lower turnover rate than for many other investment companies. Sales as a result of Indonesia Index changes could result in the realization of short or long-term capital gains by the Fund thereby resulting in a tax liability for shareholders subject to U.S. federal income tax. See “Shareholder Information—Tax Matters.”
Market Capitalization . The Indonesia Index is comprised of companies with market capitalizations of greater than $150 million. Stocks whose market capitalization falls below $100 million as of any rebalancing date will no longer be eligible for the Indonesia Index. Stocks must have a three-
2
month average
daily trading volume of at least $1 million and issuers of such stocks must have traded at least 250,000
shares each month over the last six months. The total market capitalization of
the Indonesia Index as of November 24, 2008 was in excess of $60 billion.
Borrowing Money . The Fund may borrow money from a bank up to a limit of one-third of the market value of its assets, but only for temporary or emergency purposes. To the extent that the Fund borrows money, it may be leveraged; at such times, the Fund may appreciate or depreciate in value more rapidly than its benchmark, the Indonesia Index.
Fundamental and Non-Fundamental Policies . The Fund’s investment objective and each of the other investment policies are non-fundamental policies that may be changed by the Board of Trustees without shareholder approval, except as noted in the SAI under the heading “Investment Policies and Restrictions—Investment Restrictions.”
P rincipal 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. Therefore, you should consider carefully the following risks before investing in the Fund.
Risk of Investing in Foreign Securities . Investments in the securities of non-U.S. issuers involve risks beyond those associated with investments in U.S. securities. These additional risks include greater market volatility, the availability of less reliable financial information, higher transactional and custody costs, taxation by foreign governments, decreased market liquidity and political instability. Foreign issuers are often subject to less stringent requirements regarding accounting, auditing, financial reporting and record keeping than are U.S. issuers, and therefore, not all material information will be available. Securities exchanges or foreign governments may adopt rules or regulations that may negatively impact the Fund’s ability to invest in foreign securities or may prevent the Fund from repatriating its investments. In addition, the Fund may not receive shareholder communications or be permitted to vote the securities that it holds, as the issuers may be under no legal obligation to distribute them.
Because the Fund may invest in securities denominated in foreign currencies and much of the income received by the Fund will be in foreign currencies, changes in currency exchange rates may negatively impact the Fund’s returns. The values of the currencies of the countries in which the Fund may invest may be subject to a high degree of fluctuation due to changes in interest rates, the effects of monetary policies issued by the United States, foreign governments, central banks or supranational entities, the imposition of currency controls or other national or global political or economic developments. Therefore, the Fund’s exposure to foreign currencies may result in reduced returns to the Fund. The Fund does not expect to hedge its currency risk. Moreover, the Fund may incur costs in connection with conversions between U.S. dollars and foreign currencies. The Fund may, but is not obligated to, invest in derivative instruments to lock in certain currency exchange rates from time to time.
Special
Risk Considerations of Investing in Indonesian Issuers
.
Investment in securities of Indonesian issuers involves risks not typically
associated with investments in securities of issuers in developed countries.
Such heightened risks include, among others, expropriation and/or
nationalization of assets, confiscatory taxation, political instability, including
authoritarian and/or military involvement in governmental decision-making,
armed conflict and social instability as a result of religious, ethnic and/or
socioeconomic unrest.
The Fund’s investments require special consideration not normally associated with investments in securities of companies operating in more developed markets. The securities market of Indonesia is considered an emerging market characterized by a small number of listed companies, high price volatility
3
and a relatively
illiquid secondary trading market. These factors, coupled with restrictions on
foreign investment and other factors, limit the supply of securities available
for investment by the Fund. This will affect the rate at which the Fund is able
to invest in Indonesia, the purchase and sale prices for such securities and
the timing of purchases and sales. Certain restrictions on foreign investment
may decrease the liquidity of the Fund’s portfolio or inhibit the Fund’s
ability to track its Index.
Indonesia’s political institutions and democracy have a relatively short history, increasing the risk of political instability. Indonesia has in the past faced political and militant unrest within several of its regions, and further unrest could present a risk to the local economy and securities markets. Indonesia has also experienced acts of terrorism, predominantly targeted at foreigners, which has had a negative impact on tourism and consequently has negatively impacted the economy of Indonesia. Corruption and the perceived lack of a rule of law in dealings with international companies may discourage foreign direct investment and could negatively impact the long-term growth of the economy of Indonesia. In addition, many economic development problems remain, including high unemployment, a fragile banking sector, endemic corruption, inadequate infrastructure, a poor investment climate, and unequal resource distribution among regions.
Political
Risk
. The Indonesian government may exercise substantial
influence over many aspects of the private sector and may own or control many
companies. Future government actions could have a significant effect on the
economic conditions in Indonesia, which could have a negative impact on private
sector companies. There is also the possibility of diplomatic developments that
could adversely affect investments in Indonesia.
Market Risk . The prices of the securities in the Fund are subject to the risk associated with investing in the stock market, including sudden and unpredictable drops in value. An investment in the Fund may lose money.
Index Tracking Risk . The Fund’s return may not match the return of the Indonesia Index for a number of reasons. For example, the Fund incurs a number of operating expenses not applicable to the Indonesia Index and incurs costs associated with buying and selling securities, especially when rebalancing the Fund’s securities holdings to reflect changes in the composition of the Indonesia Index. Because the Fund bears the costs and risks associated with buying and selling securities while such costs and risks are not factored into the return of the Indonesia Index, the Fund’s return may deviate significantly from the return of the Indonesia Index. The Fund may not be fully invested at times either as a result of cash flows into the Fund or reserves of cash held by the Fund to meet redemptions and pay expenses. In addition, the Fund may not be able to invest in certain securities included in the Indonesia Index due to restrictions or limitations imposed by certain countries and stock exchanges in which such securities trade or may be delayed in purchasing or selling securities included in the Indonesia Index. The Fund is expected to fair value the foreign securities it holds. See “Shareholder Information—Determination of NAV.” To the extent the Fund calculates its NAV based on fair value prices and the value of the Indonesia Index is based on the securities’ closing price on local foreign markets ( i.e. , the value of the Indonesia Index is not based on fair value prices), the Fund’s ability to track the Indonesia Index may be adversely affected. The need to comply with the diversification and other requirements of the Internal Revenue Code may also impact the Fund’s ability to replicate the performance of the Indonesia Index. In addition, if the Fund utilizes depositary receipts and/or futures, swaps, warrants or other derivative instruments, its return may not correlate as well with the Indonesia Index as would be the case if the Fund purchased all the securities in the Indonesia Index directly.
Replication Management Risk . Unlike many investment companies, the Fund is not actively “managed.” Therefore, unless a specific security is removed from the Indonesia Index, the Fund generally would not sell a security because the security’s issuer was in financial trouble. If a specific
4
security is
removed from the Indonesia Index, the Fund may be forced to sell such security
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
of equity securities traded on exchanges, such as market fluctuations caused by
such factors as economic and political developments, changes in interest rates
and perceived trends in security prices. You should anticipate that the value
of the Shares will decline, more or less, in correspondence with any decline in
value of the Indonesia Index. The Indonesia Index may not contain the appropriate
mix of securities for any particular economic cycle, and the timing of
movements from one type of security to another in seeking to replicate the
Indonesia 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. This means that based on market and
economic conditions, the Fund’s performance could be lower than other types of
mutual funds that may actively shift their portfolio assets to take advantage
of market opportunities or to lessen the impact of a market decline.
Non-Diversified
Risk
. The Fund is a separate investment portfolio of
the Trust, which is an open-end investment company registered under the 1940
Act. The Fund is classified as a “non-diversified” investment company under the
1940 Act. As a result, the Fund is subject to the risk that it will be more
volatile than a diversified fund because the Fund may invest its assets in a
smaller number of issuers or may invest larger proportions of the assets of the
Fund in a single industry within the industries that comprise the Indonesia
Index. As of November 24, 2008, the Indonesia Index included
25 securities. As a result, the gains and losses on a single security may
have a greater impact on the Fund’s NAV and may make the Fund more volatile
than diversified funds.
Investing in Small- or Medium-Capitalization Companies . The Fund may invest in small- or medium-capitalization companies. If it does so, it may be subject to certain risks associated with small- or 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. 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 larger companies.
Investing
in Micro-Capitalization Companies
. The Fund may invest
in micro-capitalization companies. These companies are subject to substantially
greater risks of loss and price fluctuations because their earnings and
revenues tend to be less predictable (and some companies may be experiencing
significant losses), and their share prices tend to be more volatile and their
markets less liquid than companies with larger market capitalizations.
Micro-capitalization companies may be newly formed or in the early stages of
development, with limited product lines, markets or financial resources and may
lack management depth. In addition, there may be less public information
available about these companies. The shares of micro-capitalization companies
tend to trade less frequently than those of larger, more established companies,
which can adversely affect the pricing of these securities and the future
ability to sell these securities. Also, it may take a long time before the Fund
realizes a gain, if any, on an investment in a micro-capitalization company.
Concentration Risk . The Fund’s assets will generally be concentrated in a particular sector or sectors or industry or group of industries to the same extent that the Indonesia Index concentrates in a particular 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. In addition, the Fund’s assets will be concentrated in a particular group of countries to the same extent that the Indonesia Index concentrates in a group of countries. The economies and financial markets of these countries can be interdependent and may all decline at the same time.
5
Furthermore, events affecting a single country or a small number of countries may have a greater impact on the Fund’s NAV and may make the Fund more volatile than if the Fund were more geographically diverse.
Risk of Investing in Depositary Receipts . The Fund may invest in depositary receipts, including unsponsored depositary receipts. Unsponsored depositary receipts may be established by a depositary without participation by the underlying issuer. Holders of an unsponsored depositary receipt generally bear all the costs associated with establishing the unsponsored depositary receipt. The issuers of the securities underlying unsponsored depositary receipts are not obligated to disclose material information in the United States and, therefore, there may be less information available regarding such issuers and there may not be a correlation between such information and the market value of the depositary receipts. In addition, the Fund’s investments may also include depositary receipts that are not purchased in the public markets and are restricted securities that can be offered and sold only to certain buyers. The Adviser will determine the liquidity of such investments pursuant to guidelines established by the Trust’s Board of Trustees. It is possible that depositary receipts purchased by the Fund could have the effect of increasing the level of the Fund’s illiquidity.
Operational Risks . In addition to having a less developed securities market, Indonesia has less developed custody and settlement practices than certain developed countries. Rules adopted under the 1940 Act permit the Fund to maintain its foreign securities and cash in the custody of certain eligible non-U.S. banks and securities depositories. Banks in Indonesia that are eligible foreign sub-custodians may be recently organized or otherwise lack extensive operating experience. In addition, in Indonesia there may be legal restrictions or limitations on the ability of the Fund to recover assets held in custody by a foreign sub-custodian in the event of the bankruptcy of the sub-custodian. Because settlement systems in Indonesia are less organized than in developed markets, there may be a risk that settlement may be delayed and that cash or securities of the Fund may be in jeopardy because of failures of or defects in the systems. Under the laws of Indonesia, the Fund may be required to release local shares before receiving cash payment or may be required to make cash payment prior to receiving local shares, creating a risk that the Fund may surrender cash or securities without ever receiving securities or cash from the other party. Settlement systems in Indonesia also have a higher risk of failed trades.
Risk of Investing in Derivatives . Derivatives are financial instruments, such as swaps, options, warrants, futures contracts and currency forwards, whose values are based on the value of one or more indicators, such as a security, asset, 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 indicator, a derivative does not carry the same rights as would be the case if the Fund invested directly in the underlying securities. For example, a warrant is an instrument that entitles the holder to buy an asset at a specified price for a specified period of time. Changes in the value of a warrant do not necessarily correspond to changes in the value of the underlying asset. Also, the price of a warrant may be more volatile than the price of the underlying security, and a warrant may offer greater potential for capital appreciation as well as capital loss. Warrants do not carry with them the right to dividends or voting rights with respect to any securities that they entitle their holder to purchase, and they do not represent any rights in the assets of the issuer. A warrant ceases to have value if it is not exercised prior to its expiration date. These factors can make warrants, and other derivatives, more speculative than other types of investments.
Derivatives are subject to a number of risks, such as potential changes in value in response to market developments or as a result of the 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 correlate
6
perfectly with the underlying indicator. Derivative transactions can create investment leverage and may be highly volatile. Many derivative transactions are entered into “over the counter” (not on an exchange or contract market); as a result, the value of such a derivative transaction will depend on the ability and the willingness of the Fund’s counterparty to perform its obligations under the transaction. If a counterparty were to default on its obligations, the Fund’s contractual remedies against such counterparty may be subject to bankruptcy and insolvency laws, which could affect the Fund’s rights as a creditor ( e.g. , the Fund may not receive the net amount of payments that it is contractually entitled to receive). A liquid secondary market may not always exist for the Fund’s derivative positions at any time.
Leverage
Risk.
To the extent that the Fund borrows money, it may be
leveraged. Leveraging generally exaggerates the effect on NAV of any increase
or decrease in the market value of the Fund’s portfolio securities.
The Fund has not yet commenced operations and therefore does not have a performance history.
This table describes the fees and expenses that you may pay if you buy and hold Shares of the Fund. (a)(b)
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Shareholder Expenses |
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(fees paid directly from your investment, but see “Shareholder Information—Creation and Redemption of Creation Units” for a discussion of Creation and Redemption Transaction Fees) |
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None |
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Standard Creation/Redemption Transaction Fee |
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$ |
1,000 |
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Maximum Creation/Redemption Transaction Fee (b) |
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$ |
4,000 |
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Annual Fund Operating Expenses |
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(expenses that are deducted from Fund assets) |
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Management Fee |
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0.50 |
% |
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Other Operating Expenses (c) |
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0.58 |
% |
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Total Gross Annual Fund Operating Expenses (d) |
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1.08 |
% |
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Fee Waivers and Expenses Assumption (e) |
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0.37 |
% |
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Total Net Annual Fund Operating Expenses (e) |
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0.71 |
% |
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7
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
Fund sells and redeems Shares in Creation Units principally on an in-kind basis
for portfolio securities of the Indonesia Index. Shares in less than Creation
Units are not redeemable. An investor purchasing a Creation Unit on an in-kind
basis would pay the following expenses on a $10,000 investment (payment with a
deposit of securities included in the Indonesia Index), assuming all Shares are
redeemed at the end of the periods shown, a 5% annual return and that the
Fund’s operating expenses through May 1, 2010 are the same as those shown above
under “Total Net Annual Fund Operating Expenses” and for all subsequent periods
are the same as those shown above under “Total Gross Annual Fund Operating
Expenses.”
Investors
should note that the presentation below of a $10,000 investment is for
illustration purposes only as Shares will be issued by the Fund only in
Creation Units. Further, the return of 5% and estimated expenses are for
illustration purposes only, and should not be considered indicators of expected
Fund expenses or performance, which may be greater or less than the estimates.
Based on these assumptions, your costs would be
:
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Year |
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Expenses |
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1 |
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$ 73 |
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3 |
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$307 |
C reation Transaction Fees and Redemption Transaction Fees
The Trust will
issue and redeem Shares at NAV only in blocks of 50,000 Shares or multiples
thereof. As a practical matter, only authorized participants may purchase or
redeem these Creation Units. A standard creation transaction fee of $1,000 is
charged to each purchaser of Creation Units. The fee is the same regardless of
the number of Creation Units purchased by an authorized participant on the same
day. An authorized participant who holds Creation Units and wishes to redeem at
NAV would also pay a standard redemption transaction fee of $1,000 on the date
of such redemption(s), regardless of the number of Creation Units redeemed that
day. Authorized participants who hold Creation Units will also pay the annual
Fund operation expenses described in the table above. Assuming an investment in
a Creation Unit of $2,000,000 and a 5% return each year, and assuming that the
Fund’s operating expenses remain the same, the total costs would be $61,400 if
the Creation Unit is redeemed after one year and $14,600 if the Creation Unit
is redeemed after three years. Investors should note that this presentation is
for illustration purposes only and actual costs may be higher. See “Shareholder
Information—Creation and Redemption of Creation Units.”
8
The
Market Vectors Indonesia Index (the “Indonesia Index”) is a rules based
index intended to give investors a means of tracking the overall performance
of companies that are domiciled and primarily listed on an exchange in
Indonesia or that generate at least 50% of their revenues in Indonesia. The
Indonesia Index is a modified capitalization weighted, float adjusted index
comprised of publicly traded companies that are domiciled and
primarily listed on an exchange in Indonesia or that generate at least 50% of
their revenues in Indonesia. In exceptional cases, companies with less than 50%
of their revenues derived from Indonesia may be eligible for inclusion in the Indonesia Index.
Constituent stocks for the Indonesia Index must have a market capitalization of greater than $150 million on a rebalancing date to be eligible for the Indonesia Index. Stocks whose market capitalization falls below $100 million as of any rebalancing date will no longer be eligible for the Indonesia Index. Stocks must have a three-month average daily trading volume of at least $1 million to be eligible for the Indonesia Index and issuers of such stocks must have traded at least 250,000 shares each month over the last six months. Only shares that trade on a recognized domestic or international stock exchange may qualify (e.g., National Stock Market stocks must be “reported securities” under 11Aa3-1 of the Exchange Act. Similar criteria and standards apply to stocks with foreign listings).
The
Indonesia Index is calculated and maintained by Standard & Poor’s Custom
Indices on behalf of 4asset-management GmbH. 4asset-management GmbH is not
affiliated with the Fund. Index values are calculated daily and are distributed
over the Consolidated Tape Association’s
Network B between the hours of approximately 7:00 p.m. (New York time) and 6:15
p.m. (New York time) (except from 7:00 p.m., (New York time) Friday through 6:15
p.m. (New York time) Sunday). Index values are disseminated every 15 seconds.
The Indonesia Index is calculated using a capitalization weighting methodology, adjusted for float, which is modified so as to ensure compliance with the diversification requirements of Subchapter M of the Internal Revenue Code. The Indonesia Index is reconstituted quarterly, at the close of business on the third Friday in a quarter-end month (i.e., March, June, September and December) and companies are added and/or deleted based upon the Indonesia Index eligibility criteria. Companies with recent stock exchange listings, i.e., recent initial public offerings, may be added to the Indonesia Index on a quarterly basis, provided the companies meet all eligibility criteria and have been trading for more than 10 trading days. The share weights of the Indonesia Index components are adjusted also on a quarterly basis (every third Friday in a quarter-end month).
Rebalancing data, including constituent weights and related information, is posted on the Index’s web site prior to the start of trading on the first business day following the third Friday of the calendar quarter. A press announcement identifying additions and deletions to the Indonesia Index is issued on the Wednesday prior to a rebalancing date. Share weights of the constituents remain constant between quarters except in the event of certain types of corporate actions, including stock splits and reverse stock splits.
9
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.
A DDITIONAL INVESTMENT STRATEGIES
The
Fund will normally invest at least 80% of its total assets in component
securities that comprise its benchmark index. The Fund may invest its remaining
assets in money market instruments, including repurchase agreements or other
funds which invest exclusively in money market instruments, convertible
securities, structured notes (notes on which the amount of principal repayment
and interest payments are based on the movement of one or more specified
factors, such as the movement of a particular stock or stock index) and in
swaps, options, futures contracts and currency forwards. Swaps, options,
futures contracts and currency forwards (and convertible securities and
structured notes) may be used by the Fund in seeking performance that
corresponds to its Index, and in managing cash flows. The Fund will not invest
in money market instruments as part of a temporary defensive strategy to protect
against potential stock market declines.
The
Fund may lend its portfolio securities to brokers, dealers and other financial
institutions desiring to borrow securities to complete transactions and for
other purposes. In connection with such loans, the Fund receives liquid
collateral equal to at least 102% of the value of the portfolio securities
being loaned. This collateral is marked-to-market on a daily basis. Although
the Fund will receive collateral in connection with all loans of its securities
holdings, the Fund would be exposed to a risk of loss should a borrower default
on its obligation to return the borrowed securities (
e.g.
, the loaned securities
may have appreciated beyond the value of the collateral held by the Fund). In
addition, the Fund will bear the risk of loss of any cash collateral that it
invests.
A DDITIONAL RISKS OF INVESTING IN THE FUND
Absence of Prior Active Market . The Fund is a newly organized series of an investment company and thus has no operating history. While the Fund’s Shares are expected to be listed on the Exchange, there can be no assurance that active trading markets for the Shares will develop or be maintained. Van Eck Securities Corporation, the distributor of the Shares (the “Distributor”), does not maintain a secondary market in the Shares.
Trading Issues . 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 Exchange’s “circuit breaker” rules. There can be no assurance that the requirements of the Exchange necessary to maintain the listing of the Fund will continue to be met or will remain unchanged.
Fluctuation of NAV . The NAV of the Shares will fluctuate with changes in the market value of the Fund’s securities holdings. The market prices of Shares will fluctuate in accordance with changes in NAV and supply and demand on the Exchange. The Adviser cannot predict whether Shares will trade below, at or above their NAV. 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 will be closely related to, but not identical to, the same forces influencing the prices of the securities of the Indonesia Index trading individually or in the aggregate at any point in time. However, given that Shares can be created and redeemed daily in Creation Units (unlike shares of closed-end funds, which frequently trade at appreciable discounts from, and sometimes at premiums to, their NAV), the Adviser believes that large discounts or premiums to the NAV of the Shares should not be sustained.
10
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
Manager
. Under the terms of an Investment Management Agreement
between the Trust and Van Eck Associates Corporation with respect to the Fund
(the “Investment Management Agreement”), Van Eck Associates Corporation serves
as the adviser to the Fund and, subject to the supervision of the Board of
Trustees, will be responsible for the day-to-day investment management of the
Fund. As of October 31, 2008, the Adviser managed approximately $6.7 billion in
assets. The Adviser’s principal business address is 335 Madison Avenue, 19th
Floor, New York, New York 10017.
A discussion regarding the basis for the Board of Trustees’ approval of the Investment Management Agreement will be available in the Trust’s annual report for the fiscal year ended December 31, 2008.
For
the services provided to the Fund under the Investment Management Agreement,
the Fund will pay the Adviser monthly fees based on a percentage of the Fund’s
average daily net assets at the annual rate of 0.50%. From time to time, the
Adviser may waive all or a portion of its fee. Until at least May 1, 2010, the
Adviser has contractually agreed to waive fees and/or pay Fund expenses to the
extent necessary to prevent the operating expenses of the Fund (excluding
interest expense, offering costs and other trading expenses, taxes and extraordinary
expenses) from exceeding 0.71% of average daily net assets per year. The
operating expenses excluded from the expense cap are: (a) legal fees pertaining
to the Fund’s Shares offered for sale; (b) SEC and state registration fees; and
(c) initial fees paid for Shares of the Fund to be listed on an exchange.
The Fund is responsible for all of its expenses, including the investment advisory fees, costs of transfer agency, custody, legal, audit and other services, interest, taxes, any distribution fees or expenses, offering fees or expenses and extraordinary expenses.
Administrator,
Custodian and Transfer Agent
. Van Eck Associates Corporation is the
administrator for the Fund (the “Administrator”), and The Bank of New York Mellon
(formerly known as The Bank of New York) 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 provided pursuant to the Investment Management
Agreement.
Distributor . Van Eck Securities Corporation is the distributor of the Fund’s Shares. The Distributor will not distribute Shares in less than Creation Units, and it does not maintain a secondary market in the Shares. As noted in the section entitled “Shareholder Information—Buying and Selling Exchange-Traded 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 Hao-Hung (Peter) Liao and Zhi (George) Cao. Mr. Liao has been employed by the Adviser since the summer of 2004. Mr. Liao attended New York University from 2000 to 2004 where he received a Bachelor of Arts majoring in mathematics and economics. Mr. Liao also serves as investment analyst for the Worldwide Absolute Return Fund (“WARF”) where his role includes manager review, performance attribution, changes in manager mandates and risk management, and as a portfolio
11
manager of WARF. Mr. Cao has been employed by the Adviser since December 2007. Prior to joining the Adviser, he served as Senior Finance Associate followed by Controller of Operations Administrations Division and Corporate Safety for United Airlines. He also served as Management Consultant to PricewaterhouseCoopers LLP as well as Financial Analyst for SAM Distribution Co. Ltd. Mr. Cao graduated from the University of International Business and Economics with a Bachelor of Arts in 1996; and from the University of Chicago in 2004 with a Master of Business Administration in Business. Because the Fund is new, Messrs. Liao and Cao will be serving as the portfolio managers of the Fund since its inception. 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 in the Fund.
12
The 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 after the close of trading (ordinarily 4:00 p.m. New York time) on the New York Stock Exchange (“NYSE”). 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.
The value of the Fund’s portfolio securities is based on the securities’ closing price on local markets when available. If a security’s market price is not readily available or does not otherwise accurately reflect the fair value of the security, the security will be valued by another method that the Adviser believes will better reflect fair value in accordance with the Trust’s valuation policies and procedures approved by the Board of Trustees. The Fund may 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 currently expects that it will fair value foreign equity securities held by the Fund each day the Fund calculates its NAV. Accordingly, the Fund’s NAV is expected to reflect certain portfolio securities’ fair values rather than their market prices. Fair value pricing involves subjective judgments and it is possible that a fair value determination for a security is materially different than the value that could be realized upon the sale of the security. 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 Index. This may adversely affect the Fund’s ability to track the Index. With respect to securities that are primarily listed 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.
B uying and Selling Exchange-Traded Shares
The
Shares of the Fund are expected to be approved for listing on the NASDAQ,
subject to notice of issuance. 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 between the bid and the offered price in the
secondary market on each leg of a round trip (purchase and sale) transaction.
It is anticipated that the Shares of the Fund will trade in the secondary
market at prices that may differ to varying degrees from the closing NAVs of
the Shares. Given, however, that Shares can be created and redeemed daily in
Creation Units, the Adviser believes that large discounts and premiums to NAV
should not be sustained for very long.
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,”
13
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.
Market
Timing and Related Matters
. The Fund imposes no restrictions on the
frequency of purchases and redemptions. The Board of Trustees considered the
nature of the Fund (
i.e.
, a fund whose shares are expected to
trade intra-day), that the Fund fair values all or a substantial portion of its
securities, that the Adviser monitors the trading activity of authorized
participants for patterns of or abusive trading, and 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. 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.
Given
this structure, the Board of Trustees determined that it is unlikely that
(a) market timing would be attempted by the Fund’s shareholders or
(b) any attempts to market time the Fund by shareholders would result in
negative impact to the Fund or its shareholders. However, creations and
redemptions of Creation Units consisting of a significant amount of cash could
create the potential for market timing with its negative impact to the Fund and
its shareholders.
C reation and Redemption of Creation Units
The Trust will issue and redeem Shares at NAV only in a large specified number of Shares called a “Creation Unit.” A Creation Unit consists of 50,000 Shares. The Fund generally issues and redeems Creation Units only in-kind in exchange for a designated portfolio of equity securities included in each Index and a relatively small cash payment. Except when aggregated in Creation Units, the Shares are not redeemable securities of the Fund . See “Shareholder Information—Buying and Selling Exchange-Traded Shares” and “—Procedures for Creation of Creation Units.” The prices at which creations and redemptions occur are based on the next calculation of NAV after an order is received in proper form by the Distributor.
Fund Deposits . The consideration for creation of Creation Units of the Fund generally consists of cash, or the in-kind deposit of a designated portfolio of equity securities (the “Deposit Securities”) constituting a replication of the Fund’s Index and an amount of cash computed as described below (the “Cash Component”) and, together with the Deposit Securities, the “Fund Deposit.” The list of the names and numbers of shares of the Deposit Securities is made available by the Administrator through the facilities of the NSCC immediately prior to the opening of business each day of the Exchange on which the Fund trades. The Cash Component represents the difference between the NAV of a Creation Unit and the market value of the Deposit Securities and may include a “Dividend Equivalent Payment” as described in the Fund’s SAI. The Fund reserves the right to accept a basket of securities or cash that differs from the Deposit Securities.
Procedures for Creation of Creation Units . To be eligible to place orders with the Distributor to create Creation Units of the Fund, an entity or person either must be (1) a “Participating Party,” i.e. , a broker-dealer or other participant in the Clearing Process through the Continuous Net Settlement System
14
of the NSCC; or (2) a DTC Participant; and, in either case, must have executed an agreement with the Trust and with the Distributor with respect to creations and redemptions of Creation Units outside the Clearing Process (“Participant Agreement”). All Creation Units of the Fund, however created, will be entered on the records of DTC in the name of Cede & Co. for the account of a DTC Participant.
At any given time, there may be only a limited number of broker-dealers that have executed a Participant Agreement. Those placing orders to create Creation Units of the Fund through the Clearing Process should afford sufficient time to permit proper submission of the order to the Distributor prior to the Closing Time on the date on which a creation (or redemption order, as discussed below) is placed (the “Transmittal Date”). A purchase order must be received by the Distributor at 4:00 p.m. New York time if transmitted by mail or by 3:00 p.m. New York time if transmitted by telephone, facsimile or other electronic means permitted under the Participation Agreement in order to receive that day’s closing NAV per Share.
Orders for creation that are effected outside the Clearing Process are likely to require transmittal by the DTC Participant earlier on the Transmittal Date than orders effected using the Clearing Process. Those persons placing orders outside the Clearing Process should ascertain the deadlines applicable to DTC and the Federal Reserve Bank wire system by contacting the operations department of the broker or depository institution effectuating such transfer of Deposit Securities and Cash Component. Investors should refer to “Creation and Redemption of Creation Units” in the Fund’s SAI for details regarding the logistics of placement of orders using and outside the Clearing Process.
Acceptance of Creation Order . The Trust reserves the absolute right to reject a creation order transmitted to it by the Distributor if, for any reason: (a) the order is not in proper form; (b) the creator or creators, upon obtaining the Shares ordered, would own 80% or more of the currently outstanding Shares of the Fund; (c) the Deposit Securities delivered are not as specified by the Administrator, as described above; (d) acceptance of the Deposit Securities would have certain adverse tax consequences to the Fund; (e) the acceptance of the Fund Deposit would, in the opinion of counsel, be unlawful; (f) the acceptance of the Fund Deposit would otherwise, in the discretion of the Trust or the Adviser, have an adverse effect on the Trust or the rights of beneficial owners; or (g) in the event that circumstances outside the control of the Trust, the Distributor and the Adviser make it for all practical purposes impossible to process creation orders. Examples of such circumstances include acts of God or public service or utility problems such as fires, floods, extreme weather conditions and power outages resulting in telephone, telecopy and computer failures; market conditions or activities causing trading halts; systems failures involving computer or other information systems affecting the Trust, the Adviser, the Distributor, DTC, the NSCC or any other participant in the creation process, and similar extraordinary events. The Trust shall notify a prospective creator of its rejection of the order of such person. The Trust and the Distributor are under no duty, however, to give notification of any defects or irregularities in the delivery of Fund Deposits nor shall either of them incur any liability for the failure to give any such notification. The Trust shall notify a prospective creator of its rejection of the order of such person.
All questions as to the number of Shares of each security in the Deposit Securities and the validity, form, eligibility and acceptance for deposit of any securities to be delivered shall be determined by the Trust, and the Trust’s determination shall be final and binding.
Creation Transaction Fee . A fixed creation transaction fee of $1,000, which is paid to the Fund (the “Creation Transaction Fee”), is applicable to each transaction regardless of the number of Creation Units purchased in the transaction. In addition, a variable charge of up to four times the Creation Transaction Fee may be imposed with respect to transactions effected outside of the Clearing Process (through a DTC Participant) or to the extent that cash is used in lieu of securities to purchase Creation Units. Where the Trust permits a creator to substitute “cash in lieu” of depositing a portion of the Deposit
15
Securities, the creator will be assessed an additional variable charge for cash creations on the “cash in lieu” portion of its investment. See “Creation and Redemption of Creation Units” in the Fund’s SAI. The price for each Creation Unit will equal the daily NAV per Share times the number of Shares in a Creation Unit plus the fees described above and, if applicable, any transfer taxes. Shares of the Fund may be issued in advance of receipt of all Deposit Securities subject to various conditions, including a requirement to maintain on deposit with the Fund cash at least equal to 115% of the market value of the missing Deposit Securities. See “Creation and Redemption of Creation Units” in the Fund’s SAI.
Redemption
of Creation Units
. Shares may be redeemed only in Creation Units at
their NAV next determined after receipt of a redemption request in proper form
by the Distributor, only on a day on which the Exchange is open for trading and
only through a Participating Party or DTC Participant who has executed a Participant
Agreement.
The
Trust will not redeem Shares in amounts less than Creation Units
.
Beneficial owners also may sell Shares in the secondary market, but must
accumulate enough Shares to constitute a Creation Unit in order to have such
Shares redeemed by the Trust. There can be no assurance, however, that there
will be sufficient liquidity in the public trading market at any time to permit
assembly of a Creation Unit. Investors should expect to incur brokerage and
other costs in connection with assembling a sufficient number of Shares to
constitute a redeemable Creation Unit.
The
Administrator, through NSCC, makes available immediately prior to the opening
of business on the Exchange (currently 9:30 a.m. New York time) on each day
that the Exchange is open for business, the securities held by the Fund (“Fund
Securities”) that will be applicable (subject to possible amendment or
correction) to redemption requests received in proper form (as defined below)
on that day. Fund Securities received on redemption may not be identical to
Deposit Securities which are applicable to purchasers of Creation Units. Unless
cash redemptions are available or specified for the Fund, the redemption
proceeds for a Creation Unit generally consist of Fund Securities, plus cash in
an amount equal to the difference between the NAV of the Shares being redeemed,
as next determined after a receipt of a request in proper form, and the value
of the Fund Securities, less the redemption transaction fee described below.
The Fund reserves the right to honor a redemption request by delivering a
basket of securities or cash that differs from the Fund Securities.
The redemption transaction fee of $1,000 is deducted from such redemption proceeds. Should the Fund Securities have a value greater than the NAV of Shares being redeemed, a compensating cash payment to the Trust equal to the differential, plus the applicable redemption fee and, if applicable, any transfer taxes will be required to be arranged for by or on behalf of the redeeming shareholder. The basic redemption transaction fees are the same no matter how many Creation Units are being redeemed pursuant to any one redemption request. The Fund may adjust these fees from time to time based upon actual experience. An additional charge up to four times the redemption transaction fee may be charged with respect to redemptions outside of the Clearing Process. An additional variable charge for cash redemptions or partial cash redemptions (when cash redemptions are available) may also be imposed. The Fund reserves the right to effect redemptions in cash. Although a shareholder in the Fund may request a cash redemption in lieu of securities, the Fund may, in its discretion, reject any such request. Investors who use the services of a broker or other such intermediary may be charged a fee for such services. Investors should refer to “Creation and Redemption of Creation Units” in the Fund’s SAI for details regarding the logistics of redemption orders using and outside the Clearing Process.
Redemptions of Shares for Fund Securities will be subject to compliance with applicable U.S. federal and state securities laws, and the Fund (whether or not it otherwise permits cash redemptions) reserves the right to redeem Creation Units for cash to the extent that the Fund could not lawfully deliver specific Deposit Securities upon redemptions or could not do so without first registering the Fund Securities under such laws. Deliveries of Fund Securities to redeeming investors generally will be made within three business days. Due to the schedule of holidays in certain countries, however, the delivery of
16
in-kind redemption proceeds may take longer than three business days after the day on which the redemption request is received in proper form. In such cases, the local market settlement procedures will not commence until the end of the local holiday periods. See the Fund’s SAI for a list of the local holidays in the foreign countries relevant to the Fund.
The
right of redemption may be suspended or the date of payment postponed (1) for
any period during which the Exchange is closed (other than customary weekend
and holiday closings); (2) for any period during which trading on the 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
their NAV is not reasonably practicable; or (4) in such other circumstance as
is permitted by the SEC.
Investors interested in creating and/or redeeming Creation Units should refer to the more detailed information “Creation and Redemption of Creation Units” in the Fund’s SAI.
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 their shareholders as “distributions.”
The Fund typically earns income dividends from stocks and interest from debt securities. These amounts, net of expenses, are typically passed along to Fund shareholders as dividends from net investment income. The Fund realizes capital gains or losses whenever they sells securities. Net capital gains are distributed to shareholders as “capital gain distributions.”
Net
investment income and net capital gains 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. In addition, the Fund may determine 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, in which case 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.
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 at least annually, and any net realized long-term or short-term capital gains annually. The Fund may also pay a special distribution at the end of the calendar year to comply with U.S. federal tax requirements.
17
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 of net investment income are generally taxable as ordinary
income. Taxes on distributions of capital gains are determined by how long the
Fund owned the investments that generated them, rather than how long you have
owned your Shares. Distributions of net short-term capital gains 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 designated as capital gain dividends
are generally taxable as long-term capital gains. Long-term capital gains of
non-corporate shareholders are taxable at a maximum rate of 15% for taxable
years beginning before January 1, 2011.
For taxable years beginning before January 1, 2011, the Fund may receive dividends, the distribution of which the Fund may designate as qualified dividends. In the event that the Fund receives such a dividend and designates the distribution of such dividend as a qualified dividend, the dividend may be taxed at the maximum capital gains rate, provided holding period and other requirements are met at both the shareholder and the Fund level.
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. The Fund may be able to pass through to you a deduction or credit for foreign taxes.
If
you are not a citizen or resident alien of the United States, the Fund’s
ordinary income dividends (which include distributions of net short-term
capital gains) will generally be subject to a 30% U.S. withholding tax, unless
a lower treaty rate applies or unless such income is effectively connected with
a U.S. trade or business. A RIC may, under certain circumstances, designate all
or a portion of a dividend as an “interest-related dividend” that if received
by a nonresident alien or foreign entity generally would be exempt from the 30%
U.S. withholding tax,
provided
that certain other requirements
are met. A RIC may also, under certain circumstances, designate all or a
portion of a dividend as a “short-term capital gain dividend” which if received
by a nonresident alien or foreign entity generally would be exempt from the 30%
U.S. withholding tax, unless the foreign person is a nonresident alien
individual present in the United States of a period or periods aggregating 183
days or more during the taxable year. However, given the nature of the Fund’s
investments, the Fund does not expect to pay significant amounts of
“interest-related dividends.” The provisions discussed above relating to dividends
to foreign person apply to dividends with respect to taxable years beginning
before January 1, 2010. Prospective investors are urged to consult their tax
advisors regarding the specific tax consequences relating to the rules
discussed above.
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 28%. 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 Internal Revenue Service.
18
Taxes on the Sale 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.
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 exchanger’s aggregate basis in the securities surrendered, taking into consideration the Cash Component paid. 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 sum of the aggregate market value of the securities received. The Internal Revenue Service, however, may assert that a loss realized upon an exchange of securities for Creation Units cannot be deducted currently under the rules governing “wash sales,” or on the basis that there has been no significant change in economic position. 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 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.
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.
19
The
Adviser has entered into a licensing agreement with 4asset-management GmbH
(“Licensor”) to use the Indonesia Index. The Fund is entitled to use the Index
pursuant to a sub-licensing arrangement with the Adviser.
The Shares of Market Vectors Indonesia Index ETF are not sponsored, endorsed, sold or promoted by Licensor. Licensor makes no representation or warranty, express or implied, to the owners of the Shares of Market Vectors Indonesia Index ETF or any member of the public regarding the advisability of investing in securities generally or in the Shares of Market Vectors Indonesia Index ETF particularly or the ability of the Market Vectors Indonesia Index to track the performance of the Indonesian securities market. Licensor’s only relationship to the Adviser is the licensing of certain service marks and trade names of Licensor and of the Market Vectors Indonesia Index that is determined, composed and calculated by Licensor without regard to the Adviser or the Shares of Market Vectors Indonesia Index ETF. Licensor has no obligation to take the needs of the Adviser or the owners of the Shares of Market Vectors Indonesia Index ETF into consideration in determining, composing or calculating the Market Vectors Indonesia Index. Licensor is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of the Shares of Market Vectors Indonesia Index ETF to be issued or in the determination or calculation of the equation by which the Shares of Market Vectors Indonesia Index ETF are to be converted into cash. Licensor has no obligation or liability in connection with the administration, marketing or trading of the Shares of Market Vectors Indonesia Index ETF.
LICENSOR DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE MARKET VECTORS INDONESIA INDEX OR ANY DATA INCLUDED THEREIN AND LICENSOR SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. LICENSOR MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ADVISER, OWNERS OF THE SHARES OF MARKET VECTORS INDONESIA INDEX ETF, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE SHARES OF MARKET VECTORS INDONESIA INDEX OR ANY DATA INCLUDED THEREIN. LICENSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE SHARES OF MARKET VECTORS INDONESIA INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL LICENSOR HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
The
Shares of Market Vectors Indonesia Index ETF are not sponsored, endorsed, sold
or promoted by Standard & Poor’s, a division of The McGraw-Hill Companies,
Inc. (“S&P”) or its third party licensors. Neither S&P nor its third
party licensors make any representation or warranty, express or implied, to the
owners of the Shares of Market Vectors Indonesia Index ETF or any member of the
public regarding the advisability of investing in securities generally or in
the Shares of Market Vectors Indonesia Index ETF particularly or the ability of
the Market Vectors Indonesia Index to track general stock market performance.
S&P’s and its third party licensor’s only relationship to Licensor is the
licensing of certain trademarks, service marks and trade names of S&P
and/or its third party licensors and for the providing of calculation and
maintenance services related to the Market Vectors Indonesia Index. Neither
S&P nor its third party licensors is responsible for and has not
participated in the determination of the prices and amount of the Shares of
Market Vectors Indonesia Index ETF or the timing of the issuance or sale of the
Shares of Market Vectors Indonesia Index ETF or in the determination or
calculation of the equation by which the Shares of Market Vectors Indonesia
Index ETF are to be converted into cash. S&P has no
20
obligation or
liability in connection with the administration, marketing or trading of the
Shares of Market Vectors Indonesia Index ETF.
NEITHER S&P, ITS AFFILIATES NOR THEIR THIRD PARTY LICENSORS GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE MARKET VECTORS INDONESIA INDEX OR ANY DATA INCLUDED THEREIN OR ANY COMMUNICATIONS, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATIONS (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P, ITS AFFILIATES AND THEIR THIRD PARTY LICENSORS SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS OR DELAYS THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO ITS TRADEMARKS, THE MARKET VECTORS INDONESIA INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P, ITS AFFILIATES OR THEIR THIRD PARTY LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.
Standard
& Poor’s® and S&P® are registered trademarks of The McGraw-Hill
Companies, Inc.; “Calculated by S&P Custom Indices” and its related
stylized mark are service marks of The McGraw-Hill Companies, Inc. These marks
have been licensed for use by Licensor.
21
The Fund had not yet commenced operations as of the date of this Prospectus and therefore does not have a financial history.
22
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 1940 Act 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 1940 Act restricts investments by investment companies in the securities of other investment companies, including Shares of the Fund. Registered investment companies are permitted to invest in the Fund beyond the limits set forth in Section 12(d)(1) subject to certain terms and conditions set forth in an SEC exemptive order issued to the Trust, including that such investment companies enter into an agreement with the Fund.
Clifford
Chance US LLP serves as counsel to the Trust, including the Fund. Ernst &
Young LLP serves as the Fund’s independent registered public accounting firm
and will audit the Fund’s financial statements annually.
This
Prospectus does not contain all the information included in the Registration
Statement filed with the SEC with respect to the Fund’s Shares. Information
about the Fund can be reviewed and copied at the SEC’s Public Reference Room
and information on the operation of the Public Reference Room may be obtained
by calling the SEC at 1.202.942.8090. The Fund’s Registration Statement,
including this Prospectus, the Fund’s SAI and the exhibits may be examined at
the offices of the SEC (100 F Street, NE, Washington, DC 20549) or on the Edgar
database at the SEC’s website (
http://www.sec.gov
), and copies may be
obtained, after paying a duplicating fee, by electronic request at the
following email address:
publicinfo@sec.gov
, or by writing the SEC’s
Public Reference Section, Washington, DC 20549-0102. These documents and other
information concerning the Trust also may be inspected at the offices of the
NASDAQ (One Liberty Plaza, 165 Broadway, New York, NY 10006).
The SAI for the Fund, which has been filed with the SEC, provides more information about the Fund. The SAI for the Fund is incorporated herein by reference and is legally part of this Prospectus. It may be obtained without charge by writing to the Fund at Van Eck Securities Corporation, the Fund’s distributor, at 335 Madison Avenue, New York, New York 10017 or by calling the distributor at the following number: Investor Information: 1.888.MKT.VCTR (658-8287).
Shareholder
inquiries may be directed to the Fund in writing to 335 Madison Avenue, 19th
Floor, New York, New York 10017 or by calling 1.888.MKT.VCTR (658-8287).
The Fund’s SAI will be available through its website at www.vaneck.com/etf .
(Investment Company Act file no. 811-10325)
23
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MARKET VECTORS ETF TRUST |
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STATEMENT OF ADDITIONAL INFORMATION |
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Dated ___________ |
This
Statement of Additional Information (“SAI”) is not a Prospectus. It should be
read in conjunction with the Prospectus dated ___________ (the “Prospectus”)
for the Market Vectors ETF Trust (the “Trust”), relating to Market Vectors
Indonesia Index ETF (the “Fund”), as it may be revised from time to time. A
copy of the Prospectus for the Trust, relating to the Fund, may be obtained
without charge by writing to the Trust or the Distributor. The Trust’s address
is 335 Madison Avenue, 19th Floor, New York, New York 10017. Capitalized
terms used herein that are not defined have the same meaning as in the
Prospectus, unless otherwise noted.
1
TABLE OF CONTENTS
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i
The
information contained herein regarding the Market Vectors Indonesia Index (the
“Index”) was provided by 4asset-management GmbH (“Licensor”), while the
information contained herein regarding the securities markets and The
Depository Trust Company (“DTC”) was obtained from publicly available sources.
The Shares of Market Vectors Indonesia Index ETF are not sponsored, endorsed, sold or promoted by Licensor. Licensor makes no representation or warranty, express or implied, to the owners of the Shares of Market Vectors Indonesia Index ETF or any member of the public regarding the advisability of investing in securities generally or in the Shares of Market Vectors Indonesia Index ETF particularly or the ability of the Market Vectors Indonesia Index to track the performance of the Indonesian securities market. Licensor’s only relationship to Van Eck Associates Corporation is the licensing of certain service marks and trade names of Licensor and of the Market Vectors Indonesia Index that is determined, composed and calculated by Licensor without regard to Van Eck Associates Corporation or the Shares of Market Vectors Indonesia Index ETF. Licensor has no obligation to take the needs of the Adviser or the owners of the Shares of Market Vectors Indonesia Index ETF into consideration in determining, composing or calculating the Market Vectors Indonesia Index. Licensor is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of the Shares of Market Vectors Indonesia Index ETF to be issued or in the determination or calculation of the equation by which the Shares of Market Vectors Indonesia Index ETF are to be converted into cash. Licensor has no obligation or liability in connection with the administration, marketing or trading of the Shares of Market Vectors Indonesia Index ETF.
LICENSOR DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE MARKET VECTORS INDONESIA INDEX OR ANY DATA INCLUDED THEREIN AND LICENSOR SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. LICENSOR MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY VAN ECK ASSOCIATES CORPORATION, OWNERS OF THE SHARES OF MARKET VECTORS INDONESIA INDEX ETF, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE SHARES OF MARKET VECTORS INDONESIA INDEX OR ANY DATA INCLUDED THEREIN. LICENSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE SHARES OF MARKET VECTORS INDONESIA INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL LICENSOR HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
The
Shares of Market Vectors Indonesia Index ETF are not sponsored, endorsed, sold
or promoted by Standard & Poor’s, a division of The McGraw-Hill Companies,
Inc. (“S&P”) or its third party licensors. Neither S&P nor its third
party licensors make any representation or warranty, express or implied, to the
owners of the Shares of Market Vectors Indonesia Index ETF or any member of the
public regarding the advisability of investing in securities generally or in
the Shares of Market Vectors Indonesia Index ETF particularly or the ability of
the Market Vectors Indonesia Index to track general stock market performance. S&P’s
and its third party licensor’s only relationship to Licensor is the licensing
of certain trademarks, service marks and trade names of S&P and/or its
third party licensors and for the providing of calculation and maintenance
services related to the Market Vectors Indonesia Index. Neither S&P nor its
third party licensors is responsible for and has not participated in the
determination of the prices and amount of the Shares of Market Vectors
Indonesia Index ETF or the timing of the issuance or sale of the Shares of
Market Vectors Indonesia Index ETF or in the determination or calculation of
the equation by which the Shares of Market Vectors Indonesia Index ETF are to
be converted into cash. S&P has no
obligation or
liability in connection with the administration, marketing or trading of the
Shares of Market Vectors Indonesia Index ETF.
NEITHER S&P, ITS AFFILIATES NOR THEIR THIRD PARTY LICENSORS GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE MARKET VECTORS INDONESIA INDEX OR ANY DATA INCLUDED THEREIN OR ANY COMMUNICATIONS, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATIONS (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P, ITS AFFILIATES AND THEIR THIRD PARTY LICENSORS SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS OR DELAYS THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO ITS TRADEMARKS, THE MARKET VECTORS INDONESIA INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P, ITS AFFILIATES OR THEIR THIRD PARTY LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.
Standard
& Poor’s® and S&P® are registered trademarks of The McGraw-Hill
Companies, Inc.; “Calculated by S&P Custom Indices” and its related
stylized mark are service marks of The McGraw-Hill Companies, Inc. These marks
have been licensed for use by Licensor.
2
G ENERAL DESCRIPTION OF THE TRUST
The
Trust is an open-end management investment company. The Trust currently
consists of 26 investment portfolios. This SAI relates to one investment
portfolio: Market Vectors Indonesia Index ETF (the “Fund”). The Fund invests in
equity securities and depositary receipts consisting of some or all of the
component securities of the Index. The Trust was organized as a Delaware
statutory trust on March 15, 2001. The shares of the Fund are referred to
herein as “Shares.”
The
Fund will offer and issue Shares at their net asset value (“NAV”) only in
aggregations of a specified number of Shares (each, a “Creation Unit”), usually
in exchange for a basket of Deposit Securities (together with the deposit of a
specified cash payment). The Shares of the Fund are expected to be approved for
listing, subject to notice of issuance, on The NASDAQ Stock Market LLC (the
“NASDAQ” or the “Exchange”), and will trade in the secondary market at market
prices. Those prices may differ from the Shares’ NAV. Similarly, Shares are
also redeemable by the Fund only in Creation Units, and generally in exchange
for specified securities held by the Fund and a specified cash payment. A
Creation Unit consists of 50,000 Shares of the Fund.
The Trust reserves the right to offer a “cash” option for creations and redemptions of Shares (subject to applicable legal requirements). In each instance of such cash creations or redemptions, the Trust may impose transaction fees based on transaction expenses in the particular exchange that will be higher than the transaction fees associated with in-kind purchases or redemptions. In all cases, such fees will be limited in accordance with the requirements of the Securities and Exchange Commission (the “SEC”) applicable to management investment companies offering redeemable securities.
3
I NVESTMENT POLICIES AND RESTRICTIONS
Repurchase Agreements
The Fund may invest in repurchase agreements with commercial banks, brokers or dealers to generate income from its excess cash balances and to invest securities lending cash collateral. A repurchase agreement is an agreement under which the Fund acquires a money market instrument (generally a security issued by the U.S. Government or an agency thereof, a banker’s acceptance or a certificate of deposit) from a seller, subject to resale to the seller at an agreed upon price and date (normally, the next business day). A repurchase agreement may be considered a loan collateralized by securities. The resale price reflects an agreed upon interest rate effective for the period the instrument is held by the Fund and is unrelated to the interest rate on the underlying instrument.
In these repurchase agreement transactions, the securities acquired by the Fund (including accrued interest earned thereon) must have a total value at least equal to the value of the repurchase agreement and are held by the Trust’s custodian bank until repurchased. In addition, the Trust’s Board of Trustees (“Board” or “Trustees”) monitors the Fund’s repurchase agreement transactions generally and has established guidelines and standards for review of the creditworthiness of any bank, broker or dealer counterparty to a repurchase agreement with the Fund. No more than an aggregate of 15% of the Fund’s net assets will be invested in repurchase agreements having maturities longer than seven days and securities subject to legal or contractual restrictions on resale, or for which there are no readily available market quotations.
The use of repurchase agreements involves certain risks. For example, if the other party to the agreement defaults on its obligation to repurchase the underlying security at a time when the value of the security has declined, the Fund may incur a loss upon disposition of the security. If the other party to the agreement becomes insolvent and subject to liquidation or reorganization under the Bankruptcy Code or other laws, a court may determine that the underlying security is collateral for a loan by the Fund not within the control of the Fund and, therefore, the Fund may not be able to substantiate its interest in the underlying security and may be deemed an unsecured creditor of the other party to the agreement. While the Trust’s management acknowledges these risks, it is expected that they can be controlled through careful monitoring procedures.
Futures Contracts, Options, Swap Agreements and Currency Forwards
The Fund may utilize futures contracts, options, swap agreements and currency forwards. Futures contracts generally provide for the future sale by one party and purchase by another party of a specified instrument, index or commodity at a specified future time and at a specified price. Stock index futures contracts are settled daily with a payment by one party to the other of a cash amount based on the difference between the level of the stock index specified in the contract from one day to the next. Futures contracts are standardized as to maturity date and underlying instrument and are traded on futures exchanges. The Fund may use futures contracts and options on futures contracts based on other indexes or combinations of indexes that the Adviser (defined herein) believes to be representative of the Index.
Although futures contracts (other than cash settled futures contracts including most stock index futures contracts) by their terms call for actual delivery or acceptance of the underlying instrument or commodity, in most cases the contracts are closed out before the maturity date without the making or taking of delivery. Closing out an open futures position is done by taking an opposite position (“buying” a contract which has previously been “sold” or “selling” a contract previously “purchased”) in an identical contract to terminate the position. Brokerage commissions are incurred when a futures contract position is opened or closed.
4
Futures traders are required to make a good faith margin deposit in cash or government securities with a broker or custodian to initiate and maintain open positions in futures contracts. A margin deposit is intended to assure completion of the contract (delivery or acceptance of the underlying instrument or commodity or payment of the cash settlement amount) if it is not terminated prior to the specified delivery date. Brokers may establish deposit requirements which are higher than the exchange minimums. Futures contracts are customarily purchased and sold on margin deposits which may range upward from less than 5% of the value of the contract being traded.
After a futures contract position is opened, the value of the contract is marked-to-market daily. If the futures contract price changes to the extent that the margin on deposit does not satisfy margin requirements, payment of additional “variation” margin will be required.
Conversely, a change in the contract value may reduce the required margin, resulting in a repayment of excess margin to the contract holder. Variation margin payments are made to and from the futures broker for as long as the contract remains open. The Fund expects to earn interest income on its margin deposits.
The Fund may use futures contracts and options thereon, together with positions in cash and money market instruments, to simulate full investment in the Index. Under such circumstances, the Adviser may seek to utilize other instruments that it believes to be correlated to the Index components or a subset of the components. Liquid futures contracts are not currently available for the Index.
Restrictions on the Use of Futures and Options
Except as otherwise specified in the Fund’s Prospectus or this SAI, there are no limitations on the extent to which the Fund may engage in transactions involving futures and options thereon. The Fund will take steps to prevent its futures positions from “leveraging” its securities holdings. When the Fund has a long futures position, it will maintain with its custodian bank, cash or liquid securities having a value equal to the notional value of the contract (less any margin deposited in connection with the position). When the Fund has a short futures position as part of a complex stock replication strategy, the Fund will maintain with its custodian bank assets substantially identical to those underlying the contract or cash and liquid securities (or a combination of the foregoing) having a value equal to the net obligation of the Fund under the contract (less the value of any margin deposits in connection with the position).
Swap Agreements
Swap agreements are contracts between parties in which one party agrees to make payments to the other party based on the change in market value or level of a specified index or asset. In return, the other party agrees to make payments to the first party based on the return of a different specified index or asset. Although swap agreements entail the risk that a party will default on its payment obligations thereunder, the Fund seeks to reduce this risk by entering into agreements that involve payments no less frequently than quarterly. The net amount of the excess, if any, of the Fund’s obligations over its entitlements with respect to each swap is accrued on a daily basis and an amount of cash or high liquid securities having an aggregate value at least equal to the accrued excess is maintained in an account at the Trust’s custodian bank.
Future Developments
The Fund may take advantage of opportunities in the area of options, futures contracts, options on futures contracts, options on the Fund, warrants, swaps and any other investments which are not presently
5
contemplated for use or which are not currently available, but which may be developed, to the extent such investments are considered suitable for the Fund by the Adviser.
Investment Restrictions
The Trust has adopted the following investment restrictions as fundamental policies with respect to the Fund. These restrictions cannot be changed without the approval of the holders of a majority of the Fund’s outstanding voting securities. For purposes of the Investment Company Act of 1940, as amended (the “1940 Act”), a majority of the outstanding voting securities of the Fund means the vote, at an annual or a special meeting of the security holders of the Trust, of the lesser of (1) 67% or more of the voting securities of the Fund present at such meeting, if the holders of more than 50% of the outstanding voting securities of the Fund are present or represented by proxy, or (2) more than 50% of the outstanding voting securities of the Fund. Under these restrictions:
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The Fund may not make loans, except that the Fund may (i) lend portfolio securities, (ii) enter into repurchase agreements, (iii) purchase all or a portion of an issue of debt securities, bank loan or participation interests, bank certificates of deposit, bankers’ acceptances, debentures or other securities, whether or not the purchase is made upon the original issuance of the securities and (iv) participate in an interfund lending program with other registered investment companies; |
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The Fund may not borrow money, except as permitted under the 1940 Act, and as interpreted or modified by regulation from time to time; |
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The Fund may not issue senior securities, except as permitted under the 1940 Act, and as interpreted or modified by regulation from time to time; |
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The Fund may not purchase a security (other than obligations of the U.S. Government, its agencies or instrumentalities) if, as a result, 25% or more of its total assets would be invested in a single issuer; |
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The Fund may not purchase or sell real estate, except that the Fund may (i) invest in securities of issuers that invest in real estate or interests therein; (ii) invest in mortgage-related securities and other securities that are secured by real estate or interests therein; and (iii) hold and sell real estate acquired by the Fund as a result of the ownership of securities; |
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The Fund may not engage in the business of underwriting securities issued by others, except to the extent that the Fund may be considered an underwriter within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), in the disposition of restricted securities or in connection with its investments in other investment companies; |
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The Fund may not purchase or sell commodities, unless acquired as a result of owning securities or other instruments, but it may purchase, sell or enter into financial options and futures, forward and spot currency contracts, swap transactions and other financial contracts or derivative instruments and may invest in securities or other instruments backed by commodities; or |
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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 may 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. This limit does not apply to securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities. |
6
In addition to the investment restrictions adopted as fundamental policies as set forth above, the Fund observes the following restrictions, which may be changed by the Board without a shareholder vote. The Fund will not:
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Invest in securities which are “illiquid” securities, including repurchase agreements maturing in more than seven days and options traded over-the-counter, if the result is that more than 15% of the Fund’s net assets would be invested in such securities. |
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Mortgage, pledge or otherwise encumber its assets, except to secure borrowing effected in accordance with the fundamental restriction on borrowing set forth above. |
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Make short sales of securities. |
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Purchase any security on margin, except for such short-term loans as are necessary for clearance of securities transactions. The deposit or payment by the Fund or initial or variation margin in connection with futures contracts or related options thereon is not considered the purchase of a security on margin. |
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Participate in a joint or joint-and-several basis in any trading account in securities, although transactions for the Fund and any other account under common or affiliated management may be combined or allocated between the Fund and such account. |
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Purchase securities of open-end or closed-end investment companies except in compliance with the 1940 Act, although the Fund may not acquire any securities of registered open-end investment companies or registered unit investment trusts in reliance on Sections 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act. |
If a percentage limitation is adhered to at the time of investment or contract, a later increase or decrease in percentage resulting from any change in value or total or net assets will not result in a violation of such restriction, except that the percentage limitations with respect to the borrowing of money and illiquid securities will be continuously complied with.
As long as the aforementioned investment restrictions are complied with, the Fund may invest its remaining assets in money market instruments or funds which reinvest exclusively in money market instruments, in stocks that are in the relevant market but not the Index, and/or in combinations of certain stock index futures contracts, options on such futures contracts, stock options, stock index options, options on the Shares, and stock index swaps and swaptions, each with a view towards providing the Fund with exposure to the securities in the Index. These investments may be made to invest uncommitted cash balances or, in limited circumstances, to assist in meeting shareholder redemptions of Creation Units. The Fund will not invest in money market instruments as part of a temporary defensive strategy to protect against potential stock market declines.
7
S PECIAL CONSIDERATIONS AND RISKS
A discussion of the risks associated with an investment in the Fund is contained in the Fund’s Prospectus under the headings “Market Vectors Indonesia Index ETF—Principal Risks of Investing in the Fund,” and “Additional Risks of Investing in the Fund.” The discussion below supplements, and should be read in conjunction with, such sections of the Fund’s Prospectus.
General
Investment in the Fund should be made with an understanding that the value of the Fund’s portfolio securities may fluctuate in accordance with changes in the financial condition of the issuers of the portfolio securities, the value of common stocks generally and other factors.
An investment in the Fund should also be made with an understanding of the risks inherent in an investment in equity securities, including the risk that the financial condition of issuers may become impaired or that the general condition of the stock market may deteriorate (either of which may cause a decrease in the value of the portfolio securities and thus in the value of Shares). Common stocks are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence in and perceptions of their issuers change. These investor perceptions are based on various and unpredictable factors, including expectations regarding government, economic, monetary and fiscal policies, inflation and interest rates, economic expansion or contraction, and global or regional political, economic and banking crises.
Holders of common stocks incur more risk than holders of preferred stocks and debt obligations because common stockholders, as owners of the issuer, have generally inferior rights to receive payments from the issuer in comparison with the rights of creditors of, or holders of debt obligations or preferred stocks issued by, the issuer. Further, unlike debt securities which typically have a stated principal amount payable at maturity (whose value, however, will be subject to market fluctuations prior thereto), or preferred stocks which typically have a liquidation preference and which may have stated optional or mandatory redemption provisions, common stocks have neither a fixed principal amount nor a maturity. Common stock values are subject to market fluctuations as long as the common stock remains outstanding.
Although most of the securities in the Index are listed on a national securities exchange, the principal trading market for some may be in the over-the-counter market. The existence of a liquid trading market for certain securities may depend on whether dealers will make a market in such securities. There can be no assurance that a market will be made or maintained or that any such market will be or remain liquid. The price at which securities may be sold and the value of the Fund’s Shares will be adversely affected if trading markets for the Fund’s portfolio securities are limited or absent or if bid/ask spreads are wide.
The Fund is not actively managed by traditional methods, and therefore the adverse financial condition of any one issuer will not result in the elimination of its securities from the securities held by the Fund unless the securities of such issuer are removed from the Index.
An investment in the Fund should also be made with an understanding that the Fund will not be able to replicate exactly the performance of the Index because the total return generated by the securities will be reduced by transaction costs incurred in adjusting the actual balance of the securities and other Fund expenses, whereas such transaction costs and expenses are not included in the calculation of the Index. It is also possible that for short periods of time, the Fund may not fully replicate the performance of the Index due to the temporary unavailability of certain Index securities in the secondary market or due
8
to other
extraordinary circumstances. Such events are unlikely to continue for an
extended period of time because the Fund is required to correct such imbalances
by means of adjusting the composition of the securities. It is also possible
that the composition of the Fund may not exactly replicate the composition of
the Index if the Fund has to adjust its portfolio holdings in order to continue
to qualify as a “regulated investment company” under the U.S. Internal Revenue
Code of 1986, as amended (the “Internal Revenue Code”).
Shares
are subject to the risk of an investment in a portfolio of equity securities in
an economic sector or industry in which the Index is highly concentrated. In
addition, because it is the policy of the Fund to generally invest in the
securities that comprise its benchmark index, the portfolio of securities held
by the Fund (“Fund Securities”) also will be concentrated in that economic sector
or industry.
Futures and Options Transactions
Positions in futures contracts and options may be closed out only on an exchange that provides a secondary market therefor. However, there can be no assurance that a liquid secondary market will exist for any particular futures contract or option at any specific time. Thus, it may not be possible to close a futures or options position. In the event of adverse price movements, the Fund would continue to be required to make daily cash payments to maintain its required margin. In such situations, if the Fund has insufficient cash, it may have to sell portfolio securities to meet daily margin requirements at a time when it may be disadvantageous to do so. In addition, the Fund may be required to make delivery of the instruments underlying futures contracts they have sold.
The Fund will seek to minimize the risk that it will be unable to close out a futures or options contract by only entering into futures and options for which there appears to be a liquid secondary market.
The risk of loss in trading futures contracts or uncovered call options in some strategies ( e.g. , selling uncovered stock index futures contracts) is potentially unlimited. The Fund does not plan to use futures and options contracts in this way. The risk of a futures position may still be large as traditionally measured due to the low margin deposits required. In many cases, a relatively small price movement in a futures contract may result in immediate and substantial loss or gain to the investor relative to the size of a required margin deposit. The Fund, however, intends to utilize futures and options contracts in a manner designed to limit their risk exposure to that which is comparable to what it would have incurred through direct investment in stocks.
Utilization of futures transactions by the Fund involves the risk of imperfect or even negative correlation to the Index if the index underlying the futures contracts differs from the Index. There is also the risk of loss by the Fund of margin deposits in the event of bankruptcy of a broker with whom the Fund has an open position in the futures contract or option.
Certain financial futures exchanges limit the amount of fluctuation permitted in futures contract prices during a single trading day. The daily limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous day’s settlement price at the end of a trading session. Once the daily limit has been reached in a particular type of contract, no trades may be made on that day at a price beyond that limit. The daily limit governs only price movement during a particular trading day and therefore does not limit potential losses, because the limit may prevent the liquidation of unfavorable positions. Futures contract prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of future positions and subjecting some futures traders to substantial losses.
9
Swaps
The use of swap agreements involves certain risks. For example, if the counterparty, under a swap agreement, defaults on its obligation to make payments due from it as a result of its bankruptcy or otherwise, the Fund may lose such payments altogether or collect only a portion thereof, which collection could involve costs or delay. The Fund intends to utilize swap agreements in a manner designed to limit their risk exposure to levels comparable to direct investments in stocks.
Continuous Offering
The method by which Creation Units are created and traded may raise certain issues under applicable securities laws. Because new Creation Units will be issued and sold by the Trust on an ongoing basis, at any point a “distribution,” as such term is used in the Securities Act, may occur. Broker-dealers and other persons are cautioned that some activities on their part may, depending on the circumstances, result in their being deemed participants in a distribution in a manner which could render them statutory underwriters and subject them to the prospectus delivery and liability provisions of the Securities Act.
For example, a broker-dealer firm or its client may be deemed a statutory underwriter if it takes Creation Units after placing an order with the Distributor, breaks them down into constituent Shares, and sells such Shares directly to customers, or if it chooses to couple the creation of a supply of new Shares with an active selling effort involving solicitation of secondary market demand for Shares. A determination of whether one is an underwriter for purposes of the Securities Act must take into account all the facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular case, and the examples mentioned above should not be considered a complete description of all the activities that could lead to a categorization as an underwriter.
Broker-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(3)(C) of the Securities Act, would be unable to take advantage of the prospectus delivery exemption provided by Section 4(3) of the Securities Act. This is because the prospectus delivery exemption in Section 4(3) of the Securities Act is not available in respect of such transactions as a result of Section 24(d) of the 1940 Act. 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(3)(A) of the Securities Act would be unable to take advantage of the prospectus delivery exemption provided by Section 4(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.
10
A
discussion of exchange listing and trading matters associated with an
investment in the Fund is contained in the Fund’s Prospectus under the headings
“Market Vectors Indonesia Index ETF—Principal Risks of Investing in the Fund,”
“Additional Risks of Investing in the Fund,” “Shareholder Information—Determination
of NAV” and “Shareholder Information—Buying and Selling Exchange-Traded
Shares.” The discussion below supplements, and should be read in conjunction
with, such sections of the Fund’s Prospectus.
The
Shares of the Fund will be traded on the NASDAQ, subject to notice of issuance,
in the secondary market at prices that may differ to some degree from their
NAV. There can be no assurance that the requirements of the Exchange necessary
to maintain the listing of Shares of the Fund will continue to be met.
The Exchange may but is not required to remove the Shares of the Fund from listing if: (1) following the initial twelve-month period beginning upon the commencement of trading of the Fund, there are fewer than 50 beneficial holders of the Shares for 30 or more consecutive trading days, (2) the value of the Index or portfolio of securities on which the Fund is based is no longer calculated or available or (3) such other event shall occur or condition exists that, in the opinion of the Exchange, makes further dealings on the Exchange inadvisable. In addition, the Exchange will remove the Shares from listing and trading upon termination of the Trust.
As in the case of other securities traded on the Exchange, brokers’ commissions on transactions will be based on negotiated commission rates at customary levels.
In order to provide investors with a basis to gauge whether the market price of the Shares on the Exchange are approximately consistent with the current value of the assets of the Fund on a per Share basis, an updated Indicative Per Share Portfolio Value is disseminated intra-day through the facilities of the Consolidated Tape Association’s Network B. Indicative Per Share Portfolio Values are disseminated every 15 seconds during regular Exchange trading hours based on the most recently reported prices of Fund Securities. As the respective international local markets close, the Indicative Per Share Portfolio Value will continue to be updated for foreign exchange rates for the remainder of the U.S. trading day at the prescribed 15 second interval. The Fund is not involved in or responsible for the calculation or dissemination of the Indicative Per Share Portfolio Value and makes no warranty as to the accuracy of the Indicative Per Share Portfolio Value.
The Indicative Per Share Portfolio Value has an equity securities value component and a net other assets value component, each of which are summed and divided by the total estimated Fund Shares outstanding, including Shares expected to be issued by the Fund on that day, to arrive at an Indicative Per Share Portfolio Value.
The equity securities value component of the Indicative Per Share Portfolio Value represents the estimated value of the portfolio securities held by the Fund on a given day. While the equity securities value component estimates the current market value of the Fund’s portfolio securities, it does not necessarily reflect the precise composition or market value of the current portfolio of securities held by the Trust for the Fund at a particular point in time. Therefore, the Indicative Per Share Portfolio Value disseminated during Exchange trading hours should be viewed only as an estimate of the Fund’s NAV per share, which is calculated at the close of the regular trading session on the New York Stock Exchange (“NYSE”) (ordinarily 4:00 p.m. New York time) on each Business Day.
11
In addition to the equity securities value component described in the preceding paragraph, the Indicative Per Share Portfolio Value for the Fund includes a net other assets value component consisting of estimates of all other assets and liabilities of the Fund including, among others, current day estimates of dividend income and expense accruals.
Trustees and Officers of the Trust
The Board has responsibility for the overall management and operations of the Trust, including general supervision of the duties performed by the Adviser and other service providers. The Board currently consists of four Trustees.
Independent Trustees
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Name, Address
1
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Position(s)
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Term of
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Principal Occupation(s)
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Number of
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Other
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David H. Chow, 50* |
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Trustee |
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Since 2006 |
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Director and CEO, DanCourt Management LLC (strategy consulting firm), March 1999 to present. |
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26 |
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Director, Forward Management, LLC; Director, ReFlow Management Co., LLC. |
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R. Alastair Short, 55* |
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Trustee |
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Since 2006 |
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Vice Chairman, W.P. Stewart & Co., Ltd. (asset management firm), September 2007 to present; Managing Director, The GlenRock Group, LLC (private equity investment firm), May 2004 to September 2007; President, Apex Capital Corporation (personal investment vehicle), January 1988 to present; President, Matrix Global Investments, Inc. and predecessor company (private investment company), September 1995 to January 1999. |
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34 |
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Director, Kenyon Review; Director, The Medici Archive Project. |
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Richard D. Stamberger,
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Trustee |
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Since 2006 |
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Director, President and CEO, SmartBrief, Inc. (media company). |
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34 |
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None. |
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1 |
The address for each Trustee and officer is 335 Madison Avenue, 19th Floor, New York, New York 10017. |
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2 |
Each Trustee serves until resignation, death, retirement or removal. Officers are elected yearly by the Trustees. |
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3 |
The Fund Complex consists of the Van Eck Funds, Van Eck Worldwide Insurance Trust and the Trust. |
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* |
Member of the Audit Committee. |
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12
Interested Trustee
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Name, Address
1
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Position(s)
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Term of
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Principal Occupation(s)
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Number of
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Other
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Jan F. van Eck, 4 44 |
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Trustee |
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Since 2006 |
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Director and Executive Vice President, Van Eck Associates Corporation; Director, Executive Vice President and Chief Compliance Officer, Van Eck Securities Corporation; Director and President, Van Eck Absolute Return Advisers Corp. |
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26 |
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Director, Greylock Capital Associates LLC. |
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1 |
The address for each Trustee and officer is 335 Madison Avenue, 19th Floor, New York, New York 10017. |
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2 |
Each Trustee serves until resignation, death, retirement or removal. Officers are elected yearly by the Trustees. |
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3 |
The Fund Complex consists of the Van Eck Funds, Van Eck Worldwide Insurance Trust and the Trust. |
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4 |
“Interested person” of the Fund within the meaning of the 1940 Act. Mr. van Eck is an officer of the Adviser. |
Officer Information
The Officers of the Trust, their addresses, positions with the Fund, ages and principal occupations during the past five years are set forth below.
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Officer’s Name, Address
1
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Position(s) Held with Fund |
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Term of
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Principal Occupation(s) During The Past Five Years |
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Russell G. Brennan, 43 |
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Assistant Vice President and Assistant Treasurer |
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Since 2008 |
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Assistant Vice President and Assistant Treasurer of the Adviser (Since 2008); Manager (Portfolio Administration), Van Eck Global (September 2005-October 2008); Vice President, Robeco Investment Management (July1990-September 2005). |
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Charles T. Cameron, 48 |
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Vice President |
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Since 2006 |
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Director of Trading and Portfolio Manager for the Adviser; Officer of three other investment companies advised by the Adviser. |
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Keith J Carlson, 52 |
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Chief Executive Officer and President |
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Since 2006 |
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President of the Adviser and Van Eck Securities Corporation (“VESC”); Private Investor (June 2003-January 2004); Independent Consultant, Waddell & Reed, Inc. (December 2002-May 2003); Officer of three other investment companies advised by the Adviser. |
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Susan C. Lashley, 53 |
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Vice President |
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Since 2006 |
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Vice President of the Adviser and VESC; Officer of three other investment companies advised by the Adviser. |
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13
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Officer’s Name, Address
1
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Position(s) Held with Fund |
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Term of
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Principal Occupation(s) During The Past Five Years |
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Thomas K. Lynch, 52 |
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Chief Compliance Officer |
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Since 2007 |
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Chief Compliance Officer of the Adviser and Van Eck Absolute Return Advisers Corporation (“VEARA”) (Since January 2007); Vice President of the Adviser and VEARA; Treasurer and Officer of three other investment companies advised by the Adviser (April 2005-December 2006); Second Vice President of Investment Reporting, TIAA-CREF (January 1996-April 2005). |
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Laura I. Martínez, 28 |
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Assistant Vice President and Assistant Secretary |
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Since 2008 |
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Assistant Vice President and Assistant Secretary (Since 2008); Associate, Davis Polk & Wardell (October 2005-June 2008); Stanford Law School (September 2002-June 2005). |
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Joseph J. McBrien, 60 |
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Senior Vice President, Secretary and Chief Legal Officer |
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Since 2006 |
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Senior Vice President, General Counsel and Secretary of the Adviser, VESC and VEARA (Since December 2005); Managing Director, Chatsworth Securities LLC (March 2001-November 2005); Officer of three other investment companies advised by the Adviser. |
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Alfred J. Ratcliffe, 60 |
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Vice President and Treasurer |
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Since 2006 |
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Vice President of the Adviser (Since 2006); Vice President and Director of Mutual Fund Accounting and Administration, PFPC (March 2000-November 2006); Officer of three other investment companies advised by the Adviser. |
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Jonathan R. Simon, 34 |
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Vice President and Assistant Secretary |
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Since 2006 |
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Vice President and Associate General Counsel of the Adviser (Since 2006); Vice President and Assistant Secretary of VEARA and VESC (Since 2006); Associate, Schulte Roth & Zabel (July 2004-July 2006); Associate, Carter Ledyard & Milburn LLP (September 2001-July 2004); Officer of three other investment companies advised by the Adviser. |
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Bruce J. Smith, 53 |
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Senior Vice President and Chief Financial Officer |
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Since 2006 |
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Senior Vice President and Chief Financial Officer of the Adviser; Senior Vice President, Chief Financial Officer, Treasurer and Controller of VESC and VEARA; Officer of three other investment companies advised by the Adviser. |
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Derek S. van Eck, 3 43 |
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Executive Vice President |
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Since 2006 |
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Director and Executive Vice President of the Adviser, VESC and VEARA; Director of Greylock Capital Associates LLC; Officer of three other investment companies advised by the Adviser. |
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Jan F. van Eck, 3 44 |
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Executive Vice President |
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Since 2006 |
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Director and Executive Vice President of the Adviser; Director, Executive Vice President and Chief Compliance Officer of VESC; Director and President of VEARA; Director of Greylock Capital Associates LLC; Trustee of Market Vectors ETF Trust; Officer of three other investment companies advised by the Adviser. |
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1 |
The address for each Officer is 335 Madison Avenue, 19th Floor, New York, New York 10017. |
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2 |
Officers are elected yearly by the Trustees. |
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3 |
Messrs. Jan F. van Eck and Derek S. van Eck are brothers. |
14
The Board of the Trust met six times during the fiscal year ended December 31, 2007.
The Board has an Audit Committee, consisting of three Trustees who are not “interested persons” (as defined in the 1940 Act) of the Trust (an “Independent Trustee”). Messrs. Chow, Short and Stamberger currently serve as members of the Audit Committee and each has been designated as an “audit committee financial expert” as defined under Item 407 of Regulation S-K of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Mr. Short is the Chairman of the Audit Committee. The Audit Committee has the responsibility, among other things, to: (i) oversee the accounting and financial reporting processes of the Trust and its internal control over financial reporting and, as the Audit Committee deems appropriate, to inquire into the internal control over financial reporting of certain third-party service providers; (ii) oversee the quality and integrity of the Trust’s financial statements and the independent audit thereof; (iii) oversee or, as appropriate, assist the Board’s oversight of the Trust’s compliance with legal and regulatory requirements that relate to the Trust’s accounting and financial reporting, internal control over financial reporting and independent audit; (iv) approve prior to appointment the engagement of the Trust’s independent registered public accounting firm and, in connection therewith, to review and evaluate the qualifications, independence and performance of the Trust’s independent registered public accounting firm; and (v) act as a liaison between the Trust’s independent registered public accounting firm and the full Board. The Audit Committee met two times during the fiscal year ended December 31, 2007.
The Board also has a Nominating and Corporate Governance Committee consisting of three Independent Trustees. Messrs. Chow, Short and Stamberger currently serve as members of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee has the responsibility, among other things, to: (i) evaluate, as necessary, the composition of the Board, its committees and sub-committees and make such recommendations to the Board as deemed appropriate by the Committee; (ii) review and define Independent Trustee qualifications; (iii) review the qualifications of individuals serving as Trustees on the Board and its committees; (iv) develop corporate governance guidelines for the Trust and the Board; (v) evaluate, recommend and nominate qualified individuals for election or appointment as members of the Board and recommend the appointment of members and chairs of each Board committee and subcommittee and (vi) review and assess, from time to time, the performance of the committees and subcommittees of the Board and report results to the Board. The Nominating and Corporate Governance Committee met two times during the fiscal year ended December 31, 2007.
The officers and Trustees of the Trust, in the aggregate, own less than 1% of the Shares of the Fund.
For each Trustee, the dollar range of equity securities beneficially owned by the Trustee in the Trust and in all registered investment companies overseen by the Trustee is shown below.
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Name Of Trustee |
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Dollar
Range of Equity Securities in Market
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Aggregate
Dollar Range Of Equity Securities
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David H. Chow |
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$50,001 – $100,000 |
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$50,001 – $100,000 |
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R. Alastair Short |
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None |
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$10,001 – $50,000 |
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Richard D. Stamberger |
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$10,001 – $50,000 |
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Over $100,000 |
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Jan F. van Eck |
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$10,001 – $50,000 |
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Over $100,000 |
15
As to each Independent Trustee and his immediate family members, no person owned beneficially or of record securities in an investment manager or principal underwriter of the Fund, or a person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with the investment manager or principal underwriter of the Fund.
Remuneration of Trustees
The Trust pays each Independent Trustee an annual retainer of $20,000, a per meeting fee of $10,000 for scheduled quarterly meetings of the Board and each special meeting of the Board and a per meeting fee of $5,000 for telephonic meetings. The Trust pays the Chairman of the Board an annual retainer of $15,000, the chairman of the Governance Committee an annual retainer of $7,500 and the chairman of the Audit Committee an annual retainer of $10,000. The Trust also reimburses each Trustee for travel and other out-of-pocket expenses incurred in attending such meetings. No pension or retirement benefits are accrued as part of Trustee compensation.
The table below shows the estimated compensation that is contemplated to be paid to the Trustees by the Trust for the fiscal year ended December 31, 2008. Annual Trustee fees may be reviewed periodically and changed by the Trust’s Board.
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Name of Trustee |
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Aggregate
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Deferred
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Pension
or Retirement
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Estimated
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Total
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David H. Chow |
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$ |
0 |
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$ |
80,000 |
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N/A |
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N/A |
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$ |
80,000 |
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R. Alastair Short |
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$ |
75,000 |
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$ |
0 |
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N/A |
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N/A |
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$ |
120,500 |
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Richard D. Stamberger |
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$ |
54,375 |
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$ |
18,125 |
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N/A |
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N/A |
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$ |
125,000 |
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Jan F. van Eck (3) |
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$ |
0 |
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$ |
0 |
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N/A |
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N/A |
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$ |
0 |
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(1) |
The “Fund Complex” consists of Van Eck Funds, Van Eck Worldwide Insurance Trust and the Trust. |
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(2) |
Because the funds of the Trust have different fiscal year ends, the amounts shown are presented on a calendar year basis. |
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(3) |
“Interested person” under the 1940 Act. |
The Fund’s portfolio holdings are publicly disseminated each day the Fund is open for business through financial reporting and news services, including publicly accessible Internet web sites. In addition, a basket composition file, which includes the security names and share quantities to deliver in exchange for Shares, together with estimates and actual cash components is publicly disseminated daily prior to the opening of the Exchange via the National Securities Clearing Corporation (the “NSCC”), a clearing agency that is registered with the SEC. The basket represents one Creation Unit of the Fund. The Trust, Adviser, Custodian and Distributor will not disseminate non-public information concerning the Trust.
The Trust is required to disclose, after its first and third fiscal quarters, the complete schedule of the Fund’s portfolio holdings with the SEC on Form N-Q. Form N-Q for the Fund will be available on
16
the SEC’s
website at
http://www.sec.gov
. The Fund’s Form N-Q may also be
reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. and
information on the operation of the Public Reference Room may be obtained by
calling 202.942.8090. The Fund’s Form N-Q will be available through the
Fund’s website, at
www.vaneck.com
or by writing to 335 Madison Avenue,
19th Floor, New York, New York 10017.
The Fund, the Adviser and the Distributor have each adopted a Code of Ethics pursuant to Rule 17j-1 under the 1940 Act, designed to monitor personal securities transactions by their personnel (the “Personnel”). The Code of Ethics requires that all trading in securities that are being purchased or sold, or are being considered for purchase or sale, by the Fund must be approved in advance by the Head of Trading, the Director of Research and the Chief Compliance Officer of the Adviser. Approval will be granted if the security has not been purchased or sold or recommended for purchase or sale for the Fund within seven days, or otherwise if it is determined that the personal trading activity will not have a negative or appreciable impact on the price or market of the security, or is of such a nature that it does not present the dangers or potential for abuses that are likely to result in harm or detriment to the Fund. At the end of each calendar quarter, all Personnel must file a report of all transactions entered into during the quarter. These reports are reviewed by a senior officer of the Adviser.
Generally, all Personnel must obtain approval prior to conducting any transaction in securities. Independent Trustees, however, are not required to obtain prior approval of personal securities transactions. Personnel may purchase securities in an initial public offering or private placement, provided that he or she obtains preclearance of the purchase and makes certain representations.
PROXY VOTING POLICIES AND PROCEDURES
The Fund’s proxy voting record will be available upon request and on the SEC’s website at http://www.sec.gov . Proxies for the Fund’s portfolio securities are voted in accordance with the Adviser’s proxy voting policies and procedures, which are set forth in Appendix A to this SAI.
The
Trust is required to disclose annually the Fund’s complete proxy voting record
on Form N-PX covering the period July 1 through June 30 and file
it with the SEC no later than August 31. Form N-PX for the Fund will
be available through the Fund’s website, at www.vaneck.com, or by writing to
335 Madison Avenue, 19th Floor, New York, New York 10017. The Fund’s
Form N-PX will also be available on the SEC’s website at
www.sec.gov
.
The following information supplements and should be read in conjunction with the section in the Fund’s Prospectus entitled “Management.”
The Investment Manager
Van Eck Associates Corporation (the “Adviser”) acts as investment manager to the Trust and, subject to the supervision of the Board, is responsible for the day-to-day investment management of the Fund. The Adviser is a private company with headquarters in New York and manages other mutual funds and separate accounts.
The Adviser serves as investment manager to the Fund pursuant to the Investment Management Agreement between the Trust and the Adviser. Under the Investment Management Agreement, the
17
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 Trust has agreed to indemnify the Adviser for certain liabilities, including certain liabilities arising under the federal securities laws, unless such loss or liability results from willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties.
Compensation
.
As compensation for its services under the Investment Management Agreement, the
Adviser is paid a monthly fee based on a percentage of the Fund’s average
daily net assets at the annual rate of 0.50%. From time to time, the Adviser
may waive all or a portion of its fees. Until at least May 1, 2010, the Adviser
has contractually agreed to waive fees and/or pay Fund expenses to the extent
necessary to prevent the operating expenses of the Fund (excluding interest
expense, offering costs and other trading expenses, taxes and extraordinary
expenses) from exceeding 0.71% of average daily net assets per year. The
operating expenses excluded from the expense cap are: (a) legal fees
pertaining to the Fund’s Shares offered for sale; (b) SEC and state
registration fees; and (c) initial fees paid for Shares of the Fund to be
listed on an exchange.
Term . The Investment Management Agreement continues in effect until June 30, 2009. Thereafter, the Investment Management Agreement is subject to annual approval by (1) the Board or (2) a vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund, provided that in either event such continuance also is approved by a majority of the Board who are not interested persons (as defined in the 1940 Act) of the Trust by a vote cast in person at a meeting called for the purpose of voting on such approval. The Investment Management Agreement is terminable without penalty, on 60 days notice, by the Board or by a vote of the holders of a majority (as defined in the 1940 Act) of the Fund’s outstanding voting securities. The Investment Management Agreement is also terminable upon 60 days notice by the Adviser and will terminate automatically in the event of its assignment (as defined in the 1940 Act).
Legal Investigations and Proceedings . In July 2004, Van Eck Associates Corporation (“VEAC”) received a “Wells Notice” from the SEC in connection with the SEC’s investigation of market-timing activities. This Wells Notice informed VEAC that the SEC staff was considering recommending that the SEC bring a civil or administrative action alleging violations of U.S. securities laws against VEAC and two of its senior officers. Under SEC procedures, VEAC has an opportunity to respond to the SEC staff before the staff makes a formal recommendation. The time period for VEAC’s response has been extended until further notice from the SEC and, to the best knowledge of VEAC, no formal recommendation has been made to the SEC to date. There cannot be any assurance that, if the SEC were to assess sanctions against VEAC, such sanctions would not materially and adversely affect VEAC. If it is determined that VEAC or its affiliates engaged in improper or wrongful activity that caused a loss to the Van Eck Funds or the Van Eck Worldwide Insurance Trust, the Board of Trustees of the Van Eck Funds and the Van Eck Worldwide Insurance Trust will determine the amount of restitution that should be made to such fund or its shareholders. At the present time, the amount of such restitution, if any, has not been determined. The Board and VEAC are currently working to resolve outstanding issues relating to these matters.
The Administrator
Van Eck Associates Corporation also serves as administrator for the Trust pursuant to the Investment Management Agreement. Under the Investment Management Agreement, the Adviser is obligated on a continuous basis to provide such administrative services as the Board of the Trust
18
reasonably deems necessary for the proper administration of the Trust and the Fund. The Adviser will generally assist in all aspects of the Trust’s and the Fund’s operations; supply and maintain office facilities, statistical and research data, data processing services, clerical, bookkeeping and record keeping services (including without limitation the maintenance of such books and records as are required under the 1940 Act and the rules thereunder, except as maintained by other agents), internal auditing, executive and administrative services, and stationery and office supplies; prepare reports to shareholders or investors; prepare and file tax returns; supply financial information and supporting data for reports to and filings with the SEC and various state Blue Sky authorities; supply supporting documentation for meetings of the Board; provide monitoring reports and assistance regarding compliance with the Declaration of Trust, by-laws, investment objectives and policies and with federal and state securities laws; arrange for appropriate insurance coverage; calculate NAVs, net income and realized capital gains or losses; and negotiate arrangements with, and supervise and coordinate the activities of, agents and others to supply services.
Custodian and Transfer Agent
The
Bank of New York Mellon (formerly known as The Bank of New York) (“The Bank of
New York”), located at 101 Barclay Street, New York, NY 10286, serves as
custodian for the Fund pursuant to a Custodian Agreement. As Custodian, The
Bank of New York holds the Fund’s assets. The Bank of New York serves as the
Fund’s transfer agent pursuant to a Transfer Agency Agreement. The Bank of New
York may be reimbursed by the Fund for its out-of-pocket expenses. In addition,
The Bank of New York provides various accounting services to the Fund pursuant
to a fund accounting agreement.
The Distributor
Van
Eck Securities Corporation (the “Distributor”) is the principal underwriter and
distributor of Shares. Its principal address is 335 Madison Avenue, New York,
New York 10017 and investor information can be obtained by calling
1-888-MKT-VCTR. The Distributor has entered into an agreement with the Trust
which will continue from its effective date unless terminated by either party upon
60 days’ prior written notice to the other party by the Trust and the Adviser,
or by the Distributor, or until termination of the Trust or the Fund offering
its Shares, and which is renewable annually thereafter (the “Distribution
Agreement”), pursuant to which it distributes Shares. Shares will be
continuously offered for sale by the Trust through the Distributor only in
Creation Units, as described below under “Creation and Redemption of Creation
Units—Procedures for Creation of Creation Units.” Shares in less than Creation
Units are not distributed by the Distributor. The Distributor will deliver a
prospectus to persons purchasing Shares in Creation Units and will maintain
records of both orders placed with it and confirmations of acceptance furnished
by it. The Distributor is a broker-dealer registered under the Exchange Act and
a member of the Financial Industry Regulatory Authority (“FINRA”). The
Distributor has no role in determining the investment policies of the Trust or
which securities are to be purchased or sold by the Trust.
The Distributor may also enter into sales and investor services agreements with broker-dealers or other persons that are Participating Parties and DTC Participants (as defined below) to provide distribution assistance, including broker-dealer and shareholder support and educational and promotional services but must pay such broker-dealers or other persons, out of its own assets.
The Distribution Agreement provides that it may be terminated at any time, without the payment of any penalty: (i) by vote of a majority of the Independent Trustees or (ii) by vote of a majority (as defined in the 1940 Act) of the outstanding voting securities of the Fund, on at least 60 days written notice to the Distributor. The Distribution Agreement is also terminable upon 60 days notice by the Distributor and will terminate automatically in the event of its assignment (as defined in the 1940 Act).
19
The Portfolio Managers
The
portfolio managers who currently share joint responsibility for the day-to-day
management of the Fund’s portfolio are Hao-Hung (Peter) Liao and Zhi (George)
Cao. Mr. Liao has been employed by the Adviser since the summer of 2004. Mr.
Liao attended New York University from 2000 to 2004 where he received a
Bachelor of Arts majoring in mathematics and economics. Mr. Liao also serves as
investment analyst for the Worldwide Absolute Return Fund (“WARF”), a series of
the Van Eck Worldwide Insurance Trust, a registered investment company, where
his role includes manager review, performance attribution, changes in manager
mandates and risk management, and as a portfolio manager of WARF which as of
October 31, 2008, had approximately $6.7 million in assets. Mr. Cao has been
employed by the Adviser since December 2007. Prior to joining the Adviser,
he served as Senior Finance Associate followed by Controller of Operations
Administrations Division and Corporate Safety for United Airlines. He also
served as Management Consultant to PricewaterhouseCoopers LLP as well as
Financial Analyst for SAM Distribution Co. Ltd. Mr. Cao graduated from the
University of International Business and Economics with a Bachelor of Arts in
1996; and from the University of Chicago in 2004 with a Masters of Business Administration
in Business. Messrs. Liao and Cao also serve as portfolio managers of fifteen
other funds of the Trust, which as of October 31, 2008 had approximately $3.3
billion in assets. Because the Fund is new, Messrs. Liao and Cao will be
serving as the portfolio managers of the Fund since its inception.
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Other
Accounts Managed
|
|
Accounts
with respect to which
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||||||||||
|
Name of
|
|
Category
of
|
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Number of
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|
Total
Assets in
|
|
Number of
|
|
Total
Assets in
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||||
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Hao-Hung (Peter) Liao |
|
Registered investment companies |
|
|
1 |
|
$ |
6,749,121.29 |
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0 |
|
$ |
0 |
|
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Other pooled investment vehicles |
|
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0 |
|
$ |
0 |
|
|
0 |
|
$ |
0 |
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|
|
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|
|
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Other accounts |
|
|
0 |
|
$ |
0 |
|
|
0 |
|
$ |
0 |
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Zhi (George) Cao |
|
Registered investment companies |
|
|
0 |
|
$ |
0 |
|
|
0 |
|
$ |
0 |
|
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|
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|
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|
|
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|
Other pooled investment vehicles |
|
|
0 |
|
$ |
0 |
|
|
0 |
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
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|
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Other accounts |
|
|
0 |
|
$ |
0 |
|
|
0 |
|
$ |
0 |
|
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Although the funds in the Trust that are managed by Messrs. Liao and Cao may have different investment strategies, each has an investment objective of seeking to replicate, before fees and expenses,
20
its respective underlying index. The Adviser does not believe that management of sixteen funds of the Trust and WARF presents a material conflict of interest for Messrs. Liao and Cao or the Adviser.
Portfolio Manager Compensation
The
portfolio managers are paid a fixed base salary and a bonus. The bonus is based
upon the quality of investment analysis and the management of the funds. The
quality of management of the funds includes issues of replication, rebalancing,
portfolio monitoring, and efficient operation, among other factors. Portfolio
managers who oversee accounts with significantly different fee structures are
generally compensated by discretionary bonus rather than a set formula to help
reduce potential conflicts of interest. At times, the Adviser and its
affiliates manage accounts with incentive fees.
Portfolio Manager Share Ownership
As of the date of this SAI, Messrs. Liao and Cao do not beneficially own any Shares of the Fund.
When selecting brokers and dealers to handle the purchase and sale of portfolio securities, the Adviser looks for prompt execution of the order at a favorable price. Generally, the Adviser works with recognized dealers in these securities, except when a better price and execution of the order can be obtained elsewhere. The Fund will not deal with affiliates in principal transactions unless permitted by exemptive order or applicable rule or regulation. The Adviser owes a duty to its clients to provide best execution on trades effected. Since the investment objective of the Fund is investment performance that corresponds to that of the Index, the Adviser does not intend to select brokers and dealers for the purpose of receiving research services in addition to a favorable price and prompt execution either from that broker or an unaffiliated third party.
The Adviser assumes general supervision over placing orders on behalf of the Trust for the purchase or sale of portfolio securities. If purchases or sales of portfolio securities of the Trust and one or more other investment companies or clients supervised by the Adviser are considered at or about the same time, transactions in such securities are allocated among the several investment companies and clients in a manner deemed equitable to all by the Adviser. In some cases, this procedure could have a detrimental effect on the price or volume of the security so far as the Trust is concerned. However, in other cases, it is possible that the ability to participate in volume transactions and to negotiate lower brokerage commissions will be beneficial to the Trust. The primary consideration is best execution.
Portfolio turnover may vary from year to year, as well as within a year. High turnover rates are likely to result in comparatively greater brokerage expenses. The portfolio turnover rate for the Fund is expected to be under 30%. See “Market Vectors Indonesia Index ETF—Principal Investment Objective and Strategies” in the Fund’s Prospectus. The overall reasonableness of brokerage commissions is evaluated by the Adviser based upon its knowledge of available information as to the general level of commissions paid by other institutional investors for comparable services.
The following information supplements and should be read in conjunction with the section in the Fund’s Prospectus entitled “Shareholder Information—Buying and Selling Exchange-Traded Shares.”
21
DTC acts as securities depositary for the Shares. Shares of the Fund are represented by securities registered in the name of DTC or its nominee and deposited with, or on behalf of, DTC. Certificates will not be issued for Shares.
DTC, a limited-purpose trust company, was created to hold securities of its participants (the “DTC Participants”) and to facilitate the clearance and settlement of securities transactions among the DTC Participants in such securities through electronic book-entry changes in accounts of the DTC Participants, thereby eliminating the need for physical movement of securities certificates. DTC Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations, some of whom (and/or their representatives) own DTC. More specifically, DTC is owned by a number of its DTC Participants and by the NYSE, the Exchange and FINRA. Access to the DTC system is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly (the “Indirect Participants”).
Beneficial ownership of Shares is limited to DTC Participants, Indirect Participants and persons holding interests through DTC Participants and Indirect Participants. Ownership of beneficial interests in Shares (owners of such beneficial interests are referred to herein as “Beneficial Owners”) is shown on, and the transfer of ownership is effected only through, records maintained by DTC (with respect to DTC Participants) and on the records of DTC Participants (with respect to Indirect Participants and Beneficial Owners that are not DTC Participants). Beneficial Owners will receive from or through the DTC Participant a written confirmation relating to their purchase of Shares.
Conveyance of all notices, statements and other communications to Beneficial Owners is effected as follows. Pursuant to the Depositary Agreement between the Trust and DTC, DTC is required to make available to the Trust upon request and for a fee to be charged to the Trust a listing of the Shares holdings of each DTC Participant. The Trust shall inquire of each such DTC Participant as to the number of Beneficial Owners holding Shares, directly or indirectly, through such DTC Participant. The Trust shall provide each such DTC Participant with copies of such notice, statement or other communication, in such form, number and at such place as such DTC Participant may reasonably request, in order that such notice, statement or communication may be transmitted by such DTC Participant, directly or indirectly, to such Beneficial Owners. In addition, the Trust shall pay to each such DTC Participant a fair and reasonable amount as reimbursement for the expenses attendant to such transmittal, all subject to applicable statutory and regulatory requirements.
Share distributions shall be made to DTC or its nominee, Cede & Co., as the registered holder of all Shares. DTC or its nominee, upon receipt of any such distributions, shall credit immediately DTC Participants’ accounts with payments in amounts proportionate to their respective beneficial interests in Shares as shown on the records of DTC or its nominee. Payments by DTC Participants to Indirect Participants and Beneficial Owners of Shares held through such DTC Participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in a “street name,” and will be the responsibility of such DTC Participants.
The Trust has no responsibility or liability for any aspects of the records relating to or notices to Beneficial Owners, or payments made on account of beneficial ownership interests in such Shares, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests or for any other aspect of the relationship between DTC and the DTC Participants or the relationship between such DTC Participants and the Indirect Participants and Beneficial Owners owning through such DTC Participants.
22
DTC may determine to discontinue providing its service with respect to the Shares at any time by giving reasonable notice to the Trust and discharging its responsibilities with respect thereto under applicable law. Under such circumstances, the Trust shall take action either to find a replacement for DTC to perform its functions at a comparable cost or, if such a replacement is unavailable, to issue and deliver printed certificates representing ownership of Shares, unless the Trust makes other arrangements with respect thereto satisfactory to the Exchange.
CREATION AND REDEMPTION OF CREATION UNITS
General
The Trust issues and sells Shares only in Creation Units on a continuous basis through the Distributor, without an initial sales load, at their NAV next determined after receipt, on any Business Day (as defined herein), of an order in proper form.
A “Business Day” with respect to the Fund is any day on which the NYSE is open for business. As of the date of the Prospectus, the NYSE observes the following holidays: New Year’s Day, Martin Luther King, Jr. Day, President’s Day (Washington’s Birthday), Good Friday, Memorial Day (observed), Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
Fund Deposit
The consideration for a purchase of Creation Units generally consists of the in-kind deposit of a designated portfolio of equity securities (the “Deposit Securities”) constituting a replication of the Fund’s benchmark Index and an amount of cash computed as described below (the “Cash Component”). Together, the Deposit Securities and the Cash Component constitute the “Fund Deposit,” which represents the minimum initial and subsequent investment amount for Shares. The Cash Component represents the difference between the NAV of a Creation Unit and the market value of Deposit Securities and may include a Dividend Equivalent Payment. The “Dividend Equivalent Payment” enables the Fund to make a complete distribution of dividends on the next dividend payment date, and is an amount equal, on a per Creation Unit basis, to the dividends on all the securities held by the Fund (“Fund Securities”) with ex-dividend dates within the accumulation period for such distribution (the “Accumulation Period”), net of expenses and liabilities for such period, as if all of the Fund Securities had been held by the Trust for the entire Accumulation Period. The Accumulation Period begins on the ex-dividend date for the Fund and ends on the next ex-dividend date.
The Administrator, through the NSCC (discussed below), makes available on each Business Day, immediately prior to the opening of business on the Exchange (currently 9:30 a.m. New York time), the list of the names and the required number of shares of each Deposit Security to be included in the current Fund Deposit (based on information at the end of the previous Business Day) as well as the Cash Component for the Fund. Such Fund Deposit is applicable, subject to any adjustments as described below, in order to effect creations of Creation Units of the Fund until such time as the next-announced Fund Deposit composition is made available.
The identity and number of shares of the Deposit Securities required for the Fund Deposit for the Fund changes as rebalancing adjustments and corporate action events are reflected from time to time by the Adviser with a view to the investment objective of the Fund. The composition of the Deposit Securities may also change in response to adjustments to the weighting or composition of the securities constituting the Index. In addition, the Trust reserves the right to accept a basket of securities or cash that differs from Deposit Securities or to permit or require the substitution of an amount of cash ( i.e. , a “cash in lieu” amount) to be added to the Cash Component to replace any Deposit Security which may, among
23
other reasons, not be available in sufficient quantity for delivery, not be permitted to be re-registered in the name of the Trust as a result of an in-kind creation order pursuant to local law or market convention or which may not be eligible for transfer through the Clearing Process (described below), or which may not be eligible for trading by a Participating Party (defined below). In light of the foregoing, in order to seek to replicate the in-kind creation order process, the Trust expects to purchase the Deposit Securities represented by the cash in lieu amount in the secondary market (“Market Purchases”). In such cases where the Trust makes Market Purchases because a Deposit Security may not be permitted to be re-registered in the name of the Trust as a result of an in-kind creation order pursuant to local law or market convention, or for other reasons, the Authorized Participant will reimburse the Trust for, among other things, any difference between the market value at which the securities were purchased by the Trust and the cash in lieu amount (which amount, at the Adviser’s discretion, may be capped), applicable registration fees and taxes. Brokerage commissions incurred in connection with the Trust’s acquisition of Deposit Securities will be at the expense of the Fund and will affect the value of all Shares of the Fund but the Adviser may adjust the transaction fee to the extent the composition of the Deposit Securities changes or cash in lieu is added to the Cash Component to protect ongoing shareholders. The adjustments described above will reflect changes, known to the Adviser on the date of announcement to be in effect by the time of delivery of the Fund Deposit, in the composition of the Index or resulting from stock splits and other corporate actions.
In addition to the list of names and numbers of securities constituting the current Deposit Securities of a Fund Deposit, the Administrator, through the NSCC (discussed below), also makes available (i) on each Business Day, the Dividend Equivalent Payment, if any, and the estimated Cash Component effective through and including the previous Business Day, per outstanding Shares of the Fund, and (ii) on a continuous basis throughout the day, the Indicative Per Share Portfolio Value.
Procedures for Creation of Creation Units
To be eligible to place orders with the Distributor to create Creation Units of the Fund, an entity or person either must be (1) a “Participating Party,” i.e. , a broker-dealer or other participant in the Clearing Process through the Continuous Net Settlement System of the NSCC; or (2) a DTC Participant (see “Book Entry Only System”); and, in either case, must have executed an agreement with the Trust and with the Distributor with respect to creations and redemptions of Creation Units outside the Clearing Process (“Participant Agreement”) (discussed below). All Creation Units of the Fund, however created, will be entered on the records of the Depository in the name of Cede & Co. for the account of a DTC Participant.
All
orders to create Creation Units must be placed in multiples of 50,000 Shares (
i.e.
,
a Creation Unit). All orders to create Creation Units, whether through the
Clearing Process or outside the Clearing Process, must be received by the
Distributor no later than the closing time of the regular trading session on
the Exchange (“Closing Time”) (ordinarily 4:00 p.m. New York time)
(3:00 p.m. New York time, for “Custom Orders” (as defined below)) in each
case on the date such order is placed in order for creation of Creation Units
to be effected based on the NAV of the Fund as determined on such date. A
“Custom Order” may be placed by an Authorized Participant in the event that the
Trust permits or requires the substitution of an amount of cash to be added to
the Cash Component to replace any Deposit Security which may not be available
in sufficient quantity for delivery or which may not be eligible for trading by
such Authorized Participant or the investor for which it is acting, or other
relevant reason. The date on which a creation order (or order to redeem as
discussed below) is placed is herein referred to as the “Transmittal Date.”
Orders must be transmitted by telephone or other transmission method acceptable
to the Distributor pursuant to procedures set forth in the Participant
Agreement, as described below (see “—Placement of Creation Orders Using
Clearing Process”). Severe economic or market disruptions or
24
changes, or telephone or other communication failure, may impede the ability to reach the Distributor, a Participating Party or a DTC Participant.
Creation Units may be created in advance of the receipt by the Trust of all or a portion of the Fund Deposit. In such cases, the Participating Party will remain liable for the full deposit of the missing portion(s) of the Fund Deposit and will be required to post collateral with the Trust consisting of cash at least equal to a percentage of the marked-to-market value of such missing portion(s) that is specified in the Participant Agreement. The Trust may use such collateral to buy the missing portion(s) of the Fund Deposit at any time and will subject such Participating Party to liability for any shortfall between the cost to the Trust of purchasing such securities and the value of such collateral. The Trust will have no liability for any such shortfall. The Trust will return any unused portion of the collateral to the Participating Party once the entire Fund Deposit has been properly received by the Distributor and deposited into the Trust.
Orders to create Creation Units of the Fund shall be placed with a Participating Party or DTC Participant, as applicable, in the form required by such Participating Party or DTC Participant. Investors should be aware that their particular broker may not have executed a Participant Agreement, and that, therefore, orders to create Creation Units of the Fund may have to be placed by the investor’s broker through a Participating Party or a DTC Participant who has executed a Participant Agreement. At any given time there may be only a limited number of broker-dealers that have executed a Participant Agreement. Those placing orders to create Creation Units of the Fund through the Clearing Process should afford sufficient time to permit proper submission of the order to the Distributor prior to the Closing Time on the Transmittal Date.
Orders for creation that are effected outside the Clearing Process are likely to require transmittal by the DTC Participant earlier on the Transmittal Date than orders effected using the Clearing Process. Those persons placing orders outside the Clearing Process should ascertain the deadlines applicable to DTC and the Federal Reserve Bank wire system by contacting the operations department of the broker or depository institution effectuating such transfer of Deposit Securities and Cash Component.
Orders to create Creation Units of the Fund may be placed through the Clearing Process utilizing procedures applicable to domestic funds for domestic securities (“Domestic Funds”) (see “—Placement of Creation Orders Using Clearing Process”) or outside the Clearing Process utilizing the procedures applicable to either Domestic Funds or foreign funds for foreign securities (see “—Placement of Creation Orders Outside Clearing Process—Domestic Funds” and “—Placement of Creation Orders Outside Clearing Process—Foreign Funds”). In the event that the Fund includes both domestic and foreign securities, the time for submitting orders is as stated in the “Placement of Creation Orders Outside Clearing Process—Foreign Funds” and “Placement of Redemption Orders Outside Clearing Process—Foreign Funds” sections below shall operate.
Placement of Creation Orders Using Clearing Process
Fund Deposits created through the Clearing Process must be delivered through a Participating Party that has executed a Participant Agreement with the Distributor and with the Trust (as the same may be from time to time amended in accordance with its terms).
The Participant Agreement authorizes the Distributor to transmit to NSCC on behalf of the Participating Party such trade instructions as are necessary to effect the Participating Party’s creation order. Pursuant to such trade instructions from the Distributor to NSCC, the Participating Party agrees to transfer the requisite Deposit Securities (or contracts to purchase such Deposit Securities that are expected to be delivered in a “regular way” manner by the third (3rd) Business Day) and the Cash Component to the Trust, together with such additional information as may be required by the Distributor. An order to
25
create Creation Units of the Fund through the Clearing Process is deemed received by the Distributor on the Transmittal Date if (i) such order is received by the Distributor not later than the Closing Time on such Transmittal Date and (ii) all other procedures set forth in the Participant Agreement are properly followed.
Placement of Creation Orders Outside Clearing Process—Domestic Funds
Fund
Deposits created outside the Clearing Process must be delivered through a DTC
Participant that has executed a Participant Agreement with the Distributor and
with the Trust. A DTC Participant who wishes to place an order creating
Creation Units of the Fund to be effected outside the Clearing Process need not
be a Participating Party, but such orders must state that the DTC Participant
is not using the Clearing Process and that the creation of Creation Units will
instead be effected through a transfer of securities and cash. The Fund Deposit
transfer must be ordered by the DTC Participant in a timely fashion so as to
ensure the delivery of the requisite number of Deposit Securities through DTC
to the account of the Trust by no later than 11:00 a.m. New York time, of
the next Business Day immediately following the Transmittal Date. All questions
as to the number of Deposit Securities to be delivered, and the validity, form
and eligibility (including time of receipt) for the deposit of any tendered
securities, will be determined by the Trust, whose determination shall be final
and binding. The cash equal to the Cash Component must be transferred directly
to the Distributor through the Federal Reserve wire system in a timely manner
so as to be received by the Distributor no later than 2:00 p.m. New York
time, on the next Business Day immediately following the Transmittal Date. An
order to create Creation Units of the Fund outside the Clearing Process is
deemed received by the Distributor on the Transmittal Date if (i) such
order is received by the Distributor not later than the Closing Time on such
Transmittal Date; and (ii) all other procedures set forth in the
Participant Agreement are properly followed. However, if the Distributor does
not receive both the requisite Deposit Securities and the Cash Component in a
timely fashion on the next Business Day immediately following the Transmittal
Date, such order will be cancelled. Upon written notice to the Distributor,
such cancelled order may be resubmitted the following Business Day using a Fund
Deposit as newly constituted to reflect the current NAV of the Fund. The
delivery of Creation Units so created will occur no later than the third (3rd)
Business Day following the day on which the creation order is deemed received
by the Distributor.
Additional transaction fees may be imposed with respect to transactions effected outside the Clearing Process (through a DTC participant) and in circumstances in which any cash can be used in lieu of Deposit Securities to create Creation Units. (See “Creation Transaction Fee” section below.)
Placement of Creation Orders Outside Clearing Process—Foreign Funds
A standard order must be placed by 4:00 p.m. New York time for purchases of Shares. In the case of custom orders, the order must be received by the Distributor no later than 3:00 p.m. New York time. The Distributor will inform the Transfer Agent, the Adviser and the Custodian upon receipt of a Creation Order. The Custodian will then provide such information to the appropriate custodian. For the Fund, the Custodian will cause the subcustodian of the Fund to maintain an account into which the Deposit Securities (or the cash value of all or part of such securities, in the case of a permitted or required cash purchase or “cash in lieu” amount) will be delivered. Deposit Securities must be delivered to an account maintained at the applicable local custodian. The Trust must also receive, on or before the contractual settlement date, immediately available or same day funds estimated by the Custodian to be sufficient to pay the Cash Component next determined after receipt in proper form of the purchase order, together with the creation transaction fee described below.
26
Once the Trust has accepted a creation order, the Trust will confirm the issuance of a Creation Unit of the Fund against receipt of payment, at such NAV as will have been calculated after receipt in proper form of such order. The Distributor will then transmit a confirmation of acceptance of such order.
Creation Units will not be issued until the transfer of good title to the Trust of the Deposit Securities and the payment of the Cash Component have been completed. When the subcustodian has confirmed to the Custodian that the required Deposit Securities (or the cash value thereof) have been delivered to the account of the relevant subcustodian, the Distributor and the Adviser will be notified of such delivery and the Trust will issue and cause the delivery of the Creation Units.
Acceptance of Creation Order
The Trust reserves the absolute right to reject a creation order transmitted to it by the Distributor if, for any reason, (a) the order is not in proper form; (b) the creator or creators, upon obtaining the Shares ordered, would own 80% or more of the currently outstanding Shares of the Fund; (c) the Deposit Securities delivered are not as specified by the Administrator, as described above; (d) acceptance of the Deposit Securities would have certain adverse tax consequences to the Fund; (e) the acceptance of the Fund Deposit would, in the opinion of counsel, be unlawful; (f) the acceptance of the Fund Deposit would otherwise, in the discretion of the Trust or the Adviser, have an adverse effect on the Trust or the rights of beneficial owners; or (g) in the event that circumstances outside the control of the Trust, the Distributor and the Adviser make it for all practical purposes impossible to process creation orders. Examples of such circumstances include acts of God or public service or utility problems such as fires, floods, extreme weather conditions and power outages resulting in telephone, telecopy and computer failures; market conditions or activities causing trading halts; systems failures involving computer or other information systems affecting the Trust, the Adviser, the Distributor, DTC, the NSCC or any other participant in the creation process, and similar extraordinary events. The Trust shall notify a prospective creator of its rejection of the order of such person. The Trust and the Distributor are under no duty, however, to give notification of any defects or irregularities in the delivery of Fund Deposits nor shall either of them incur any liability for the failure to give any such notification.
All questions as to the number of shares of each security in the Deposit Securities and the validity, form, eligibility and acceptance for deposit of any securities to be delivered shall be determined by the Trust, and the Trust’s determination shall be final and binding.
Creation Transaction Fee
A fixed creation transaction fee of $1,000 payable to the Custodian is imposed on each creation transaction. In addition, a variable charge for cash creations or for creations outside the Clearing Process currently of up to four times the basic creation fee will be imposed. Where the Trust permits a creator to substitute cash in lieu of depositing a portion of the Deposit Securities, the creator will be assessed an additional variable charge for cash creations on the “cash in lieu” portion of its investment. Creators of Creation Units are responsible for the costs of transferring the securities constituting the Deposit Securities to the account of the Trust.
Redemption of Creation Units
Shares may be redeemed only in Creation Units at their NAV next determined after receipt of a redemption request in proper form by the Distributor, only on a Business Day and only through a Participating Party or DTC Participant who has executed a Participant Agreement. The Trust will not redeem Shares in amounts less than Creation Units. Beneficial Owners also may sell Shares in the secondary market, but must accumulate enough Shares to constitute a Creation Unit in order to have such
27
Shares redeemed by the Trust. There can be no assurance, however, that there will be sufficient liquidity in the public trading market at any time to permit assembly of a Creation Unit. Investors should expect to incur brokerage and other costs in connection with assembling a sufficient number of Shares to constitute a redeemable Creation Unit. See “Market Vectors Indonesia Index ETF—Principal Risks of Investing in the Fund” in the Fund’s Prospectus.
The Administrator, through NSCC, makes available immediately prior to the opening of business on the Exchange (currently 9:30 a.m. New York time) on each day that the Exchange is open for business, the Fund Securities that will be applicable (subject to possible amendment or correction) to redemption requests received in proper form (as defined below) on that day. Unless cash redemptions are available or specified for the Fund, the redemption proceeds for a Creation Unit generally consist of Fund Securities as announced by the Administrator on the Business Day of the request for redemption, plus cash in an amount equal to the difference between the NAV of the Shares being redeemed, as next determined after a receipt of a request in proper form, and the value of the Fund Securities, less the redemption transaction fee described below. The redemption transaction fee of $1,000 is deducted from such redemption proceeds. Should the Fund Securities have a value greater than the NAV of the Shares being redeemed, a compensating cash payment to the Trust equal to the differential plus the applicable redemption fee will be required to be arranged for by or on behalf of the redeeming shareholder. The Fund reserves the right to honor a redemption request by delivering a basket of securities or cash that differs from the Fund Securities.
Redemption Transaction Fee
The basic redemption transaction fees are the same no matter how many Creation Units are being redeemed pursuant to any one redemption request. The Fund may adjust these fees from time to time based upon actual experience. An additional charge up to four times the redemption transaction fee may be charged with respect to cash redemptions or for redemptions outside of the Clearing Process. An additional variable charge for cash redemptions or partial cash redemptions (when cash redemptions are available) may also be imposed. Investors who use the services of a broker or other such intermediary may be charged a fee for such services.
Placement of Redemption Orders Using Clearing Process
Orders to redeem Creation Units of the Fund through the Clearing Process must be delivered through a Participating Party that has executed the Participant Agreement with the Distributor and with the Trust (as the case may be from time to time amended in accordance with its terms). An order to redeem Creation Units of the Fund using the Clearing Process is deemed received on the Transmittal Date if (i) such order is received by the Distributor not later than 4:00 p.m. New York time (3:00 p.m. New York time, for Custom Orders) on such Transmittal Date; and (ii) all other procedures set forth in the Participant Agreement are properly followed; such order will be effected based on the NAV of the Fund as next determined. An order to redeem Creation Units of the Fund using the Clearing Process made in proper form but received by the Fund after 4:00 p.m. New York time, will be deemed received on the next Business Day immediately following the Transmittal Date. The requisite Fund Securities (or contracts to purchase such Fund Securities which are expected to be delivered in a “regular way” manner) will be transferred by the third (3rd) NSCC Business Day following the date on which such request for redemption is deemed received, and the applicable cash payment.
Placement of Redemption Orders Outside Clearing Process—Domestic Funds
Orders to redeem Creation Units of the Fund outside the Clearing Process must be delivered through a DTC Participant that has executed the Participant Agreement with the Distributor and with the
28
Trust. A DTC Participant who wishes to place an order for redemption of Creation Units of the Fund to be effected outside the Clearing Process need not be a Participating Party, but such orders must state that the DTC Participant is not using the Clearing Process and that redemption of Creation Units of the Fund will instead be effected through transfer of Creation Units of the Fund directly through DTC. An order to redeem Creation Units of the Fund outside the Clearing Process is deemed received by the Administrator on the Transmittal Date if (i) such order is received by the Administrator not later than 4:00 p.m. New York time (3:00 p.m. New York time, for Custom Orders) on such Transmittal Date; (ii) such order is preceded or accompanied by the requisite number of Shares of Creation Units specified in such order, which delivery must be made through DTC to the Administrator no later than 11:00 a.m. New York time, on such Transmittal Date (the “DTC Cut-Off-Time”); and (iii) all other procedures set forth in the Participant Agreement are properly followed.
After the Administrator has deemed an order for redemption outside the Clearing Process received, the Administrator will initiate procedures to transfer the requisite Fund Securities (or contracts to purchase such Fund Securities) which are expected to be delivered within three Business Days and the cash redemption payment to the redeeming Beneficial Owner by the third Business Day following the Transmittal Date on which such redemption order is deemed received by the Administrator. An additional variable redemption transaction fee of up to four times the basic transaction fee is applicable to redemptions outside the Clearing Process.
Placement of Redemption Orders Outside Clearing Process—Foreign Funds
A standard order for redemption must be received by 4:00 p.m. New York time for redemptions of Shares. In the case of custom redemptions, the order must be received by the Distributor no later than 3:00 p.m. New York time. Arrangements satisfactory to the Trust must be in place for the Participating Party to transfer the Creation Units through DTC on or before the settlement date. Redemptions of Shares for Fund Securities will be subject to compliance with applicable U.S. federal and state securities laws and the Fund (whether or not it otherwise permits cash redemptions) reserves the right to redeem Creation Units for cash to the extent that the Fund could not lawfully deliver specific Fund Securities upon redemptions or could not do so without first registering the Deposit Securities under such laws.
In connection with taking delivery of Shares of Fund Securities upon redemption of Creation Units, a redeeming shareholder or entity acting on behalf of a redeeming shareholder must maintain appropriate custody arrangements with a qualified broker-dealer, bank or other custody providers in each jurisdiction in which any of the Fund Securities are customarily traded, to which account such Fund Securities will be delivered. If neither the redeeming shareholder nor the entity acting on behalf of a redeeming shareholder has appropriate arrangements to take delivery of the Fund Securities in the applicable foreign jurisdiction and it is not possible to make other such arrangements, or if it is not possible to effect deliveries of the Fund Securities in such jurisdictions, the Trust may, in its discretion, exercise its option to redeem such Shares in cash, and the redeeming shareholder will be required to receive its redemption proceeds in cash.
Deliveries of redemption proceeds generally will be made within three business days. Due to the schedule of holidays in certain countries, however, the delivery of in-kind redemption proceeds may take longer than three business days after the day on which the redemption request is received in proper form. In such cases, the local market settlement procedures will not commence until the end of the local holiday periods.
The holidays applicable to the Fund are listed below. The proclamation of new holidays, the treatment by market participants of certain days as “informal holidays” ( e.g. , days on which no or limited securities transactions occur, as a result of substantially shortened trading hours), the elimination of
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Indonesia |
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Jan 1 |
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Jul 20 |
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Sep 25 |
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Jan 1 |
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Jan 26 |
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Aug 17 |
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Nov 27 |
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Jan 26 |
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Mar 26 |
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Sep 21 |
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Dec 18 |
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Mar 26 |
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Mar 27 |
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Sep 22 |
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Dec 24 |
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Mar 27 |
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Apr 10 |
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Sep 23 |
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Dec 25 |
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Apr 10 |
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SETTLEMENT PERIODS GREATER THAN SEVEN DAYS FOR YEAR 2009
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Indonesia |
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Beginning
of
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End
of
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Number
of Days
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9/26/08 |
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10/06/08 |
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10 |
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9/29/08 |
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10/07/08 |
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8 |
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9/30/08 |
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10/08/08 |
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8 |
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The right of redemption may be suspended or the date of payment postponed (1) for any period during which the Exchange is closed (other than customary weekend and holiday closings); (2) for any period during which trading on the Exchange is suspended or restricted; (3) for any period during which an emergency exists as a result of which disposal of the Shares of the Fund or determination of its NAV is not reasonably practicable; or (4) in such other circumstance as is permitted by the SEC.
DETERMINATION OF NET ASSET VALUE
The following information supplements and should be read in conjunction with the section in the Fund’s Prospectus entitled “Shareholder Information—Determination of NAV.”
The 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, rounded to the nearest cent. 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 as of the close of the regular trading session on the NYSE (ordinarily 4:00 p.m. New York time) on each day that such exchange is open. 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.
The value of the Fund’s portfolio securities is based on the securities’ closing price on local markets when available. If a security’s market price is not readily available or does not otherwise accurately reflect the fair value of the security, the security will be valued by another method that the Adviser believes will better reflect fair value in accordance with the Trust’s valuation policies and procedures approved by the Board of Trustees. The Fund may 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
30
security) or trading in a security has been suspended or halted. In addition, the Fund currently expects that it will fair value foreign equity securities held by the Fund each day the Fund calculates its NAV. Accordingly, the Fund’s NAV is expected to reflect certain portfolio securities’ fair values rather than their market prices. Fair value pricing involves subjective judgments and it is possible that a fair value determination for a security is materially different than the value that could be realized upon the sale of the security. 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 Index. This may adversely affect the Fund’s ability to track the Index. With respect to securities that are primarily listed 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.
In computing the Fund’s NAV, the Fund’s securities holdings are valued based on market quotations. When market quotations are not readily available for a portfolio security the Fund must use the security’s fair value as determined in good faith in accordance with the Fund’s Fair Value Pricing Procedures, which are approved by the Board of Trustees.
The following information supplements and should be read in conjunction with the section in the Fund’s Prospectus entitled “Shareholder Information—Distributions.”
General Policies
Dividends from net investment income are declared and paid at least annually by the Fund. Distributions of net realized capital gains, if any, generally are declared and paid once a year, but the Fund may make distributions on a more frequent basis to improve its Index tracking or to comply with the distribution requirements of the Internal Revenue Code, in all events in a manner consistent with the provisions of the 1940 Act. In addition, the Fund may distribute at least annually amounts representing the full dividend yield on the underlying portfolio securities of the Fund, net of expenses of the Fund, as if the Fund owned such underlying portfolio securities for the entire dividend period in which case some portion of each distribution may result in a return of capital for tax purposes for certain shareholders.
Dividends and other distributions on Shares are distributed, as described below, on a pro rata basis to Beneficial Owners of such Shares. Dividend payments are made through DTC Participants and Indirect Participants to Beneficial Owners then of record with proceeds received from the Fund. The Fund makes additional distributions to the minimum extent necessary (i) to distribute the entire annual taxable income of the Fund, plus any net capital gains and (ii) to avoid imposition of the excise tax imposed by Section 4982 of the Internal Revenue Code. Management of the Fund reserves the right to declare special dividends if, in its reasonable discretion, such action is necessary or advisable to preserve the status of the Fund as a regulated investment company (“RIC”) or to avoid imposition of income or excise taxes on undistributed income.
No reinvestment service is provided by the Trust. Broker-dealers may make available the DTC book-entry Dividend Reinvestment Service for use by Beneficial Owners of the Fund through DTC Participants for reinvestment of their dividend distributions. If this service is used, dividend distributions of both income and realized gains will be automatically reinvested in additional whole Shares of the Fund. Beneficial Owners should contact their broker to determine the availability and costs of the service and the details of participation therein. Brokers may require Beneficial Owners to adhere to specific procedures and timetables.
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The following information also supplements and should be read in conjunction with the section in the Prospectus entitled “Shareholder Information—Tax Matters.”
The Fund will be subject to a 4% excise tax on certain undistributed income if it does not distribute to its shareholders in each calendar year at least 98% of its ordinary income for the calendar year plus 98% of its capital gain net income for the twelve months ended October 31 of such years. The Fund intends to declare and distribute dividends and distributions in the amounts and at the times necessary to avoid the application of this 4% excise tax.
As a result of U.S. federal income tax requirements, the Trust on behalf of the Fund, has the right to reject an order for a creation of Shares if the creator (or group of creators) would, upon obtaining the Shares so ordered, own 80% or more of the outstanding Shares of the Fund and if, pursuant to Section 351 of the Internal Revenue Code, the Fund would have a basis in the Deposit Securities different from the market value of such securities on the date of deposit. The Trust also has the right to require information necessary to determine beneficial share ownership for purposes of the 80% determination. See “Creation and Redemption of Creation Units—Procedures for Creation of Creation Units.”
In general, a sale of Shares results in capital gain or loss, and for individual shareholders, is taxable at a federal rate dependent upon the length of time the Shares were held. A redemption of a shareholder’s Fund Shares is normally treated as a sale for tax purposes. Fund Shares held for a period of one year or less at the time of such sale or redemption will, for tax purposes, generally result in short-term capital gains or losses, and those held for more than one year will generally result in long-term capital gains or losses. Under current law, the maximum tax rate on long-term capital gains available to
32
non-corporate shareholders generally is 15%. Without future congressional action, the maximum tax rate on long-term capital gains will return to 20% for taxable years beginning on or after January 1, 2011.
Special tax rules may change the normal treatment of gains and losses recognized by the Fund if the Fund makes certain investments such as investments in structured notes, swaps, options, futures transactions, and non-U.S. corporations classified as “passive foreign investment companies.” Those special tax rules can, among other things, affect the treatment of capital gain or loss as long-term or short-term and may result in ordinary income or loss rather than capital gain or loss and may accelerate when the Fund has to take these items into account for tax purposes.
Gain or loss on the sale or redemption of Fund Shares is measured by the difference between the amount received and the adjusted tax basis of the Shares. Shareholders should keep records of investments made (including Shares acquired through reinvestment of dividends and distributions) so they can compute the tax basis of their Shares.
A loss realized on a sale or exchange of Shares of the Fund may be disallowed if other Fund Shares are acquired (whether through the automatic reinvestment of dividends or otherwise) within a sixty-one (61) day period beginning thirty (30) days before and ending thirty (30) days after the date that the Shares are disposed of. In such a case, the basis of the Shares acquired will be adjusted to reflect the disallowed loss. Any loss upon the sale or exchange of Shares held for six (6) months or less will be treated as long-term capital loss to the extent of any capital gain dividends received by the shareholders. Distribution of ordinary income and capital gains may also be subject to foreign, state and local taxes.
The Fund may make investments in which it recognizes income or gain prior to receiving cash with respect to such investment. For example, under certain tax rules, the Fund may be required to accrue a portion of any discount at which certain securities are purchased as income each year even though the Fund receives no payments in cash on the security during the year. To the extent that the Fund makes such investments, it generally would be required to pay out such income or gain as a distribution in each year to avoid taxation at the Fund level.
Distributions reinvested in additional Fund Shares through the means of the service (see “Dividend Reinvestment Service”) will nevertheless be taxable dividends to Beneficial Owners acquiring such additional Shares to the same extent as if such dividends had been received in cash.
If more than 50% of the Fund’s assets are invested in foreign securities at the end of any fiscal year, the Fund may elect to permit shareholders to take a credit or deduction on their federal income tax return for foreign taxes paid by the Fund.
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Some shareholders may be subject to a withholding tax on distributions of ordinary income, capital gains and any cash received on redemption of Creation Units (“backup withholding”). The backup withholding rate for individuals is currently 28%. Generally, shareholders subject to backup withholding will be those for whom no certified taxpayer identification number is on file with the Fund or who, to the Fund’s knowledge, have furnished an incorrect number. When establishing an account, an investor must certify under penalty of perjury that such number is correct and that such investor is not otherwise subject to backup withholding. Backup withholding is not an additional tax. Any amounts withheld will be allowed as a credit against shareholders’ U.S. federal income tax liabilities, and may entitle them to a refund, provided that the required information is timely furnished to the Internal Revenue Service.
The foregoing discussion is a summary only and is not intended as a substitute for careful tax planning. Purchasers of Shares of the Trust should consult their own tax advisers as to the tax consequences of investing in such Shares, including under state, local and other tax laws. Finally, the foregoing discussion is based on applicable provisions of the Internal Revenue Code, regulations, judicial authority and administrative interpretations in effect on the date hereof. Changes in applicable authority could materially affect the conclusions discussed above, and such changes often occur.
Reportable Transactions
Under promulgated Treasury regulations, if a shareholder recognizes a loss on disposition of the Fund’s Shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the IRS a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a RIC that engaged in a reportable transaction are not excepted. Future guidance may extend the current exception from this reporting requirement to shareholders of most or all RICs. In addition, significant penalties may be imposed for the failure to comply with the reporting requirements. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.
CAPITAL STOCK AND SHAREHOLDER REPORTS
The Trust currently is comprised of 26 investment funds. The Trust issues Shares of beneficial interest with no par value. The Board may designate additional funds of the Trust.
Each Share issued by the Trust has a pro rata interest in the assets of the Fund. Shares have no pre-emptive, exchange, subscription or conversion rights and are freely transferable. Each Share is entitled to participate equally in dividends and distributions declared by the Board with respect to the Fund, and in the net distributable assets of the Fund on liquidation.
Each Share has one vote with respect to matters upon which a shareholder vote is required consistent with the requirements of the 1940 Act and the rules promulgated thereunder and each fractional share has a proportional fractional vote. Shares of all funds vote together as a single class except that if the matter being voted on affects only a particular fund it will be voted on only by that fund, and if a matter affects a particular fund differently from other funds, that fund will vote separately on such matter. Under Delaware law, the Trust is not required to hold an annual meeting of shareholders unless required to do so under the 1940 Act. The policy of the Trust is not to hold an annual meeting of shareholders unless required to do so under the 1940 Act. All Shares of the Trust have noncumulative voting rights for
34
the election of Trustees. Under Delaware law, Trustees of the Trust may be removed by vote of the shareholders.
Under Delaware law, shareholders of a statutory trust may have similar limitation liabilities as shareholders of a corporation.
The Trust will issue through DTC Participants to its shareholders semi-annual reports containing unaudited financial statements and annual reports containing financial statements audited by an independent auditor approved by the Trust’s Trustees and by the shareholders when meetings are held and such other information as may be required by applicable laws, rules and regulations. Beneficial Owners also receive annually notification as to the tax status of the Trust’s distributions.
COUNSEL AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Clifford Chance US LLP, 31 West 52nd Street, New York, New York 10019, is counsel to the Trust and has passed upon the validity of the Fund’s Shares.
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APPENDIX A
VAN ECK GLOBAL PROXY VOTING POLICIES
INTRODUCTION
Effective March 10, 2003, the Securities and Exchange Commission (the “Commission”) adopted Rule 206(4)-6 under the Investment Advisers Act of 1940 (“Advisers Act”), requiring each investment adviser registered with the Commission to adopt and implement written policies and procedures for voting client proxies, to disclose information about the procedures to its clients, and to inform clients how to obtain information about how their proxies were voted. The Commission also amended Rule 204-2 under the Advisers Act to require advisers to maintain certain proxy voting records. Both rules apply to all investment advisers registered with the Commission that have proxy voting authority over their clients’ securities. An adviser that exercises voting authority without complying with Rule 206(4)-6 will be deemed to have engaged in a “fraudulent, deceptive, or manipulative” act, practice or course of business within the meaning of Section 206(4) of the Advisers Act.
When an adviser has been granted proxy voting authority by a client, the adviser owes its clients the duties of care and loyalty in performing this service on their behalf. The duty of care requires the adviser to monitor corporate actions and vote client proxies. The duty of loyalty requires the adviser to cast the proxy votes in a manner that is consistent with the best interests of the client.
PROXY VOTING POLICIES AND PROCEDURES
Resolving Material Conflicts Of Interest
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A “material conflict” means the existence of a business relationship between a portfolio company or an affiliate and Van Eck Associates Corporation, any affiliate or subsidiary (individually and together, as the context may require, “Adviser”), or an “affiliated person” of a Van Eck mutual fund in excess of $60,000. Examples of when a material conflict exists include the situation where the adviser provides significant investment advisory, brokerage or other services to a company whose management is soliciting proxies; an officer of the Adviser serves on the board of a charitable organization that receives charitable contributions from the portfolio company and the charitable organization is a client of the Adviser; a portfolio company that is a significant selling agent of Van Eck’s products and services solicits proxies; a broker-dealer or insurance company that controls 5% or more of the Adviser’s assets solicits proxies; the Adviser serves as an investment adviser to the pension or other investment account of the portfolio company; the Adviser and the portfolio company have a lending relationship. In each of these situations voting against management may cause the Adviser a loss of revenue or other benefit. |
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Conflict Resolution. When a material conflict exists proxies will be voted in the following manner: |
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Where the written guidelines set out a pre-determined voting policy, proxies will be voted in accordance with that policy, with no deviations (if a deviation is advisable, one of the other methods may be used); |
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Where the guidelines permit discretion and an independent third party has been retained to vote proxies, proxies will be voted in accordance with the predetermined policy based on the recommendations of that party; or |
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The potential conflict will be disclosed to the client (a) with a request that the client vote the proxy, (b) with a recommendation that the client engage another party to determine how the proxy should be voted or (c) if the foregoing are not acceptable to the client disclosure of how VEAC intends to vote and a written consent to that vote by the client. |
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Any deviations from the foregoing voting mechanisms must be approved by the Compliance Officer with a written explanation of the reason for the deviation. |
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Reasonable Research Efforts |
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When determining whether a vote is in the best interest of the client, the Adviser will use reasonable research efforts. Investment personnel may rely on public documents about the company and other readily available information, which is easily accessible to the investment personnel at the time the vote is cast. Information on proxies by foreign companies may not be readily available. |
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Voting Client Proxies |
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The Adviser generally will vote proxies on behalf of clients, unless clients instruct otherwise. There may be times when refraining from voting a proxy is in a client’s best interest, such as when the Adviser determines that the cost of voting the proxy exceeds the expected benefit to the client. (For example, casting a vote on a foreign security may involve additional costs such as hiring a translator or traveling to a foreign country to vote the security in person). |
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The portfolio manager or analyst covering the security is responsible for making voting decisions. |
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Portfolio Administration, in conjunction with the portfolio manager and the custodian, is responsible for monitoring corporate actions and ensuring that corporate actions are timely voted. |
Client Inquiries
All inquiries by clients as to how Van Eck has voted proxies must immediately be forwarded to Portfolio Administration.
DISCLOSURE TO CLIENTS
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Notification of Availability of Information Client Brochure. |
The Client Brochure or Part II of Form ADV will inform clients that they can obtain information from VEAC on how their proxies were voted. The Client Brochure or Part II of Form ADV will be mailed to each client annually.
The Legal Department will be responsible for coordinating the mailing with Sales/Marketing Departments.
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Availability of Proxy Voting Information at the client’s request or if the information is not available on VEAC’s website, a hard copy of the account’s proxy votes will be mailed to each client. |
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Recordkeeping Requirements
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VEAC will retain the following documentation and information for each matter relating to a portfolio security with respect to which a client was entitled to vote: |
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proxy statements received; |
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identifying number for the portfolio security; |
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shareholder meeting date; |
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brief identification of the matter voted on; |
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whether the vote was cast on the matter and how the vote was cast; |
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how the vote was cast ( e.g. , for or against proposal, or abstain; for or withhold regarding election of directors); |
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records of written client requests for information on how VEAC voted proxies on behalf of the client; |
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a copy of written responses from VEAC to any written or oral client request for information on how VEAC voted proxies on behalf of the client; and |
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any documents prepared by VEAC that were material to the decision on how to vote or that memorialized the basis for the decision, if such documents were prepared. |
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Copies of proxy statements filed on EDGAR, and proxy statements and records of proxy votes maintained with a third party ( i.e. , proxy voting service) need not be maintained. The third party must agree in writing to provide a copy of the documents promptly upon request. |
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If applicable, any document memorializing that the costs of voting a proxy exceed the benefit to the client or any other decision to refrain from voting, and that such abstention was in the client’s best interest. |
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Proxy voting records will be maintained in an easily accessible place for five years, the first two at the office of VEAC. Proxy statements on file with EDGAR or maintained by a third party and proxy votes maintained by a third party are not subject to these particular retention requirements. |
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Proxy Voting Guidelines
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1. |
General Information |
Generally, the Adviser will vote in accordance with the following guidelines. Where the proxy vote decision maker determines, however, that voting in such a manner would not be in the best interest of the client, the investment personnel will vote differently.
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If there is a conflict of interest on any management or shareholder proposals that are voted on a case by case basis, we will follow the recommendations of an independent proxy service provider.
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2. |
Officers and Directors |
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1. The Board of Directors |
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Director Nominees in Uncontested Elections |
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Vote on a case-by-case basis for director nominees, examining factors such as: |
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long-term corporate performance record relative to a market index; |
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composition of board and key board committees; |
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nominee’s investment in the company; |
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whether a retired CEO sits on the board; and |
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whether the chairman is also serving as CEO. |
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In cases of significant votes and when information is readily available, we also review: |
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corporate governance provisions and takeover activity; |
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board decisions regarding executive pay; |
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director compensation; |
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number of other board seats held by nominee; and |
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interlocking directorships. |
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2. Chairman and CEO are the Same Person |
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Vote on a case-by-case basis on shareholder proposals that would require the positions of chairman and CEO to be held by different persons. |
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3. Majority of Independent Directors |
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Vote on a case-by-case basis shareholder proposals that request that the board be comprised of a majority of independent directors. |
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Vote for shareholder proposals that request that the board audit, compensation and/or nominating committees include independent directors exclusively. |
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4. Stock Ownership Requirements |
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Vote on a case-by-case basis shareholder proposals requiring directors to own a minimum amount of company stock in order to qualify as a director, or to remain on the board. |
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5. Term of Office |
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Vote on a case-by-case basis shareholder proposals to limit the tenure of outside directors. |
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6. Director and Officer Indemnification and Liability Protection |
Vote on a case-by-case basis proposals concerning director and officer indemnification and liability protection.
Generally, vote against proposals to eliminate entirely director and officer liability for monetary damages for violating the duty of care.
Vote for only those proposals that provide such expanded coverage in cases when a director’s or officer’s legal defense was unsuccessful if: (1) the director was found to have acted in good faith and in a manner that he reasonably believed was in the best interests of the company, AND (2) only if the director’s legal expenses would be covered.
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7. Director Nominees in Contested Elections |
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Vote on a case-by-case basis when the election of directors is contested, examining the following factors: |
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long-term financial performance of the target company relative to its industry; |
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management’s track record; |
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background to the proxy contest; |
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qualifications of director nominees (both slates); |
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evaluation of what each side is offering shareholders, as well as the likelihood that the proposed objectives and goals can be met; and |
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stock ownership positions. |
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8. Board Structure: Staggered vs. Annual Elections |
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Generally, vote against proposals to stagger board elections. |
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Generally, vote for proposals to repeal classified boards and to elect all directors annually. |
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9. Shareholder Ability to Remove Directors |
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Vote against proposals that provide that directors may be removed only for cause.
Vote for proposals to restore shareholder ability to remove directors with or without cause.
Vote against proposals that provide that only continuing directors may elect replacements to fill board vacancies.
Vote for proposals that permit shareholders to elect directors to fill board vacancies.
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10. Shareholder Ability to Alter the Size of the Board |
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Vote for proposals that seek to fix the size of the board. |
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Vote against proposals that give management the ability to alter the size of the board without shareholder approval. |
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3. |
Proxy Contests |
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1. Reimburse Proxy Solicitation Expenses |
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Vote on a case-by-case basis proposals to provide full reimbursement for dissidents waging a proxy contest. |
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4. |
Auditors |
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2. Ratifying Auditors |
Vote for proposals to ratify auditors, unless information that is readily available to the vote decision-maker demonstrates that an auditor has a financial interest in or association with the company, and is therefore clearly not independent; or such readily available information creates a reasonable basis to believe that the independent auditor has rendered an opinion which is neither accurate nor indicative of the company’s financial position.
Vote for shareholder proposals asking for audit firm rotation unless the rotation period is so short (less than five years) that it would be unduly burdensome to the company.
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5. |
Shareholder Voting and Control Issues |
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3. Cumulative Voting |
Generally, vote against proposals to eliminate cumulative voting.
Generally, vote for proposals to permit cumulative voting.
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4. Shareholder Ability to Call Special Meetings |
Generally, vote against proposals to restrict or prohibit shareholder ability to call special meetings.
Generally, vote for proposals that remove restrictions on the right of shareholders to act independently of management.
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5. Shareholder Ability to Act by Written Consent |
Generally, vote against proposals to restrict or prohibit shareholder ability to take action by written consent.
Generally, vote for proposals to allow or make easier shareholder action by written consent.
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6. Poison Pills |
Vote for shareholder proposals that ask a company to submit its poison pill for shareholder ratification. Vote on a case-by-case basis shareholder proposals to redeem a company’s poison pill.
Vote on a case-by-case basis management proposals to ratify a poison pill.
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7. Fair Price Provision |
Vote on a case-by-case basis when examining fair price proposals, (where market quotations are not readily available) taking into consideration whether the shareholder vote requirement embedded in the provision is no more than a majority of disinterested Shares.
Generally, vote for shareholder proposals to lower the shareholder vote requirement in existing fair price provisions.
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8. Greenmail |
Generally, vote for proposals to adopt anti-greenmail charter or bylaw amendments or otherwise restrict a company’s ability to make greenmail payments.
Generally, vote on a case-by-case basis anti-greenmail proposals when they are bundled with other charter or bylaw amendments.
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9. Unequal Voting Rights |
Vote against dual class exchange offers.
Vote against dual class recapitalizations.
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10. Supermajority Shareholder Vote Requirement to Amend the Charter or Bylaws |
Vote against management proposals to require a supermajority shareholder vote to approve charter and bylaw amendments.
Vote for shareholder proposals to lower supermajority shareholder vote requirements for charter and bylaw amendments.
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11. Supermajority Shareholder Vote Requirement to Approve Mergers |
Vote against management proposals to require a supermajority shareholder vote to approve mergers and other significant business combinations.
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12. White Knight Placements |
Vote for shareholder proposals to require approval of blank check preferred stock issues for other than general corporate purposes or similar corporate actions.
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13. Confidential Voting |
Generally, vote for shareholder proposals that request corporations to adopt confidential voting, use independent tabulators and use independent inspectors of election as long as the proposals include clauses
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for proxy contests as follows: In the case of a contested election, management is permitted to request that the dissident group honor its confidential voting policy. If the dissidents agree, the policy remains in place. If the dissidents do not agree, the confidential voting policy is waived.
Generally, vote for management proposals to adopt confidential voting.
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14. Equal Access |
Generally, vote for shareholders proposals that would allow significant company shareholders equal access to management’s proxy material in order to evaluate and propose voting recommendations on proxy proposals and director nominees, and in order to nominate their own candidates to the board.
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15. Bundled Proposals |
Generally, vote on a case-by-case basis bundled or “conditioned” proxy proposals. In the case of items that are conditioned upon each other, we examine the benefits and costs of the packaged items. In instances when the joint effect of the conditioned items is not in shareholders’ best interests, we vote against the proposals. If the combined effect is positive, we support such proposals.
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16. Shareholder Advisory Committees |
Vote on a case-by-case basis proposals to establish a shareholder advisory committee.
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6. |
Capital Structure |
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17. Common Stock Authorization |
Vote on a case-by-case basis proposals to increase the number of Shares of common stock authorized for issue.
Generally, vote against proposed common stock authorizations that increase the existing authorization by more than 100% unless a clear need for the excess Shares is presented by the company.
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18. Stock Distributions: Splits and Dividends |
Generally, vote for management proposals to increase common share authorization for a stock split, provided that the split does not result in an increase of authorized but unissued Shares of more than 100% after giving effect to the Shares needed for the split.
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19. Reverse Stock Splits |
Generally, vote for management proposals to implement a reverse stock split, provided that the reverse split does not result in an increase of authorized but unissued Shares of more than 100% after giving effect to the Shares needed for the reverse split.
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20. Blank Check Preferred Authorization |
Generally, vote for proposals to create blank check preferred stock in cases when the company expressly states that the stock will not be used as a takeover defense or carry superior voting rights.
Vote on a case-by-case basis proposals that would authorize the creation of new classes of preferred stock with unspecified voting, conversion, dividend and distribution, and other rights.
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Vote on a case-by-case basis proposals to increase the number of authorized blank check preferred Shares.
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21. Shareholder Proposals Regarding Blank Check Preferred Stock |
Generally, vote for shareholder proposals to have blank check preferred stock placements, other than those Shares issued for the purpose of raising capital or making acquisitions in the normal course of business, submitted for shareholder ratification.
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22. Adjust Par Value of Common Stock |
Vote on a case-by-case basis management proposals to reduce the par value of common stock.
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23. Preemptive Rights |
Vote on a case-by-case basis proposals to create or abolish preemptive rights. In evaluating proposals on preemptive rights, we look at the size of a company and the characteristics of its shareholder base.
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24. Debt Restructurings |
Vote on a case-by-case basis proposals to increase common and/or preferred Shares and to issue Shares as part of a debt restructuring plan. We consider the following issues:
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Dilution - How much will ownership interest of existing shareholders be reduced, and how extreme will dilution to any future earnings be? |
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Change In Control - Will the transaction result in a change in control of the company? |
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Bankruptcy - Is the threat of bankruptcy, which would result in severe losses in shareholder value, the main factor driving the debt restructuring? |
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Generally, we approve proposals that facilitate debt restructurings unless there are clear signs of self-dealing or other abuses. |
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25. Share Repurchase Programs |
Vote for management proposals to institute open-market share repurchase plans in which all shareholders may participate on equal terms.
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Executive Compensation |
In general, we vote on a case-by-case basis on executive compensation plans, with the view that viable compensation programs reward the creation of stockholder wealth by having a high payout sensitivity to increases in shareholder value.
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8. |
Compensation Proposals |
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26. Amendments That Place a Cap on Annual Grants |
Vote for plans that place a cap on the annual grants any one participant may receive.
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27. Amend Administrative Features |
Vote for plans that simply amend shareholder-approved plans to include administrative features.
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28. Amendments to Added Performance-Based Goals |
Generally, vote for amendments to add performance goals to existing compensation plans.
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29. Amendments to Increase Shares and Retain Tax Deductions |
Vote on amendments to existing plans to increase Shares reserved and to qualify the plan for favorable tax treatment should be evaluated on a case-by-case basis.
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30. Approval of Cash or Cash-and-Stock Bonus Plans |
Vote for cash or cash-and-stock bonus plans to exempt the compensation from taxes.
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31. Shareholder Proposals to Limit Executive Pay |
Vote on a case-by-case basis all shareholder proposals that seek additional disclosure of executive pay information.
Vote on a case-by-case basis all other shareholder proposals that seek to limit executive pay.
Vote for shareholder proposals to expense options, unless the company has already publicly committed to expensing options by a specific date.
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32. Golden and Tin Parachutes |
Vote for shareholder proposals to have golden and tin parachutes submitted for shareholder ratification.
Vote on a case-by-case basis all proposals to ratify or cancel golden or tin parachutes.
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33. Employee Stock Ownership Plans (ESOPS) |
Vote on a case-by-case basis proposals that request shareholder approval in order to implement an ESOP or to increase authorized Shares for existing ESOPs, except in cases when the number of Shares allocated to the ESOP is “excessive” ( i.e. , generally greater than 5% of outstanding Shares).
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34. 401(k) Employee Benefit Plans |
Generally, vote for proposals to implement a 401(k) savings plan for employees.
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9. |
State Of Incorporation |
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35. Voting on State Takeover Statutes |
Vote on a case-by-case basis proposals to opt in or out of state takeover statutes (including control share acquisition statutes, control share cash-out statutes, freezeout provisions, fair price provisions, stakeholder laws, poison pill endorsements, severance pay and labor contract provisions, anti-greenmail provisions, and disgorgement provisions).
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36. Voting on Reincorporation Proposals |
Vote on a case-by-case basis proposals to change a company’s state of incorporation.
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Mergers and Corporate Restructurings |
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37. Mergers and Acquisitions |
Vote on a case-by-case basis proposals related to mergers and acquisitions, taking into account at least the following:
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anticipated financial and operating benefits; |
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offer price (cost vs. premium); |
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prospects of the combined companies; |
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how the deal was negotiated; and |
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changes in corporate governance and their impact on shareholder rights. |
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38. Corporate Restructuring |
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Vote on a case-by-case basis proposals related to a corporate restructuring, including minority squeezeouts, leveraged buyouts, spin-offs, liquidations and asset sales.
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39. Spin-Offs |
Vote on a case-by-case basis proposals related to spin-offs depending on the tax and regulatory advantages, planned use of sale proceeds, market focus and managerial incentives.
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40. Asset Sales |
Vote on a case-by-case basis proposals related to asset sales after considering the impact on the balance sheet/working capital, value received for the asset, and potential elimination of diseconomies.
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41. Liquidations |
Vote on a case-by-case basis proposals related to liquidations after reviewing management’s efforts to pursue other alternatives, appraisal value of assets, and the compensation plan for executives managing the liquidation.
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42. Appraisal Rights |
Vote for proposals to restore, or provide shareholders with, rights of appraisal.
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43. Changing Corporate Name |
Vote on a case-by-case basis proposal to change the corporate name.
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11. |
Mutual Fund Proxies |
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44. Election of Trustees |
Vote on trustee nominees on a case-by-case basis.
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45. Investment Advisory Agreement |
Vote on investment advisory agreements on a case-by-case basis.
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46. Fundamental Investment Restrictions |
Vote on amendments to the fund’s fundamental investment restrictions on a case-by-case basis.
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47. Distribution Agreements |
Vote on distribution agreements on a case-by-case basis.
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12. |
Social and Environmental Issues |
In general we vote on a case-by-case basis on shareholder social and environmental proposals, on the basis that their impact on share value can rarely be anticipated with any high degree of confidence.
In most cases, however, we vote for disclosure reports that seek additional information, particularly when it appears companies have not adequately addressed shareholders’ social and environmental concerns.
In determining our vote on shareholder social and environmental proposals, we analyze factors such as:
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whether adoption of the proposal would have either a positive or negative impact on the company’s short-term or long-term share value; |
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the percentage of sales, assets and earnings affected; |
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the degree to which the company’s stated position on the issues could affect its reputation or sales, or leave it vulnerable to boycott or selective purchasing; whether the issues presented should be dealt with through government or company—specific action; |
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whether the company has already responded in some appropriate manner to the request embodied in a proposal; |
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whether the company’s analysis and voting recommendation to shareholders is persuasive; |
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what other companies have done in response to the issue; |
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whether the proposal itself is well framed and reasonable; whether implementation of the proposal would achieve the objectives sought in the proposal; and |
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whether the subject of the proposal is best left to the discretion of the board. |
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PART C: OTHER INFORMATION
Item 23. Exhibits:
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(a) |
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Amended and Restated Declaration of Trust. * |
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(b) |
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Bylaws of the Trust. * |
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(c) |
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Not applicable. |
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(d)(1) |
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Form of Investment Management Agreement between the Trust and Van Eck Associates Corporation (with respect to Market Vectors—Gold Miners ETF). * |
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(d)(2) |
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Form of Investment Management Agreement between the Trust and Van Eck Associates Corporation (with respect to all portfolios except for Market Vectors—Gold Miners ETF). *** |
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(e)(1) |
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Form of Distribution Agreement between the Trust and Van Eck Securities Corporation. ** |
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(e)(2) |
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Form of Participant Agreement. * |
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(f) |
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Not applicable. |
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(g) |
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Form of Custodian Agreement between the Trust and The Bank of New York. * |
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(h)(1) |
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Form of Fund Accounting Agreement between the Trust and The Bank of New York. * |
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(h)(2) |
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Form of Transfer Agency Services Agreement between the Trust and The Bank of New York. * |
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(h)(3) |
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Form of Sub-License Agreement between the Trust and the Van Eck Associates Corp. * |
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(i)(1) |
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Opinion and consent of Clifford Chance US LLP (with respect to Market Vectors— Environmental Services ETF, Market Vectors—Gold Miners ETF and Market Vectors—Steel ETF). *** |
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(i)(2) |
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Opinion of Clifford Chance US LLP (with respect to Market Vectors—Global Alternative Energy ETF and Market Vectors—Russia ETF). **** |
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(i)(3) |
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Opinion of Clifford Chance US LLP (with respect to Market Vectors—Global Agribusiness ETF and Market Vectors—Global Nuclear Energy ETF). ***** |
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(i)(4) |
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Opinion of Clifford Chance US LLP (with respect to Market Vectors—Lehman Brothers Intermediate Municipal ETF, Market Vectors—Lehman Brothers Long Municipal ETF, Market Vectors—Lehman Brothers 1-5 Year Municipal ETF, Market Vectors—Lehman Brothers Non-Investment Grade Municipal ETF, Market Vectors—Lehman Brothers California Municipal ETF and Market Vectors—Lehman Brothers New York Municipal ETF). ******* |
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(i)(5) |
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Opinion of Clifford Chance US LLP (with respect to Market Vectors—Coal ETF and Market Vectors—Gaming ETF).† |
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(i)(6) |
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Opinion of Clifford Chance US LLP (with respect to Market Vectors—Lehman Brothers AMT-Free Massachusetts Municipal Index ETF, Market Vectors—Lehman Brothers AMT-Free New Jersey Municipal Index ETF, Market Vectors—Lehman Brothers AMT-Free Ohio Municipal Index ETF and Market Vectors—Lehman Brothers AMT-Free Pennsylvania Municipal Index ETF).†† |
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(i)(7) |
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Opinion of Clifford Chance US LLP (with respect to Market Vectors—Hard Assets ETF and Market Vectors—Solar Energy ETF). ††† |
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(i)(8) |
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Opinion and consent of Clifford Chance US LLP with respect to Market Vectors—Africa Index ETF, Market Vectors—Emerging Eurasia Index ETF, Market Vectors—Global Frontier Index ETF and Market Vectors—Gulf States Index ETF). ††††† |
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(i)(9) |
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Consent of Clifford Chance US LLP (with respect to Market Vectors—Lehman Brothers High-Yield Municipal Index ETF). †††††† |
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(i)(10) |
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Consent of Clifford Chance US LLP (with respect to Market Vectors—Lehman Brothers AMT-Free California Long Municipal Index ETF, Market Vectors—Lehman Brothers AMT-Free Intermediate Municipal Index ETF, Market Vectors—Lehman Brothers AMT-Free Long Municipal Index ETF, Market Vectors—Lehman Brothers AMT-Free Massachusetts Municipal Index ETF, Market Vectors—Lehman Brothers AMT-Free New Jersey Municipal Index ETF, Market Vectors—Lehman Brothers AMT-Free New York Long Municipal Index |
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ETF, Market Vectors—Lehman Brothers AMT-Free Ohio Municipal Index ETF, Market Vectors—Lehman Brothers AMT-Free Pennsylvania Municipal Index ETF and Market Vectors—Lehman Brothers AMT-Free Short Municipal Index ETF). ††††††† |
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(i)(11) |
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Opinion and consent of Clifford Chance US LLP (with respect to Market Vectors Indonesia Index ETF).‡ |
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(i)(12) |
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Opinion and consent of Clifford Chance US LLP (with respect to Market Vectors Vietnam Index ETF).‡ ‡ |
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(i)(13) |
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Opinion and consent of Clifford Chance US LLP (with respect to Market Vectors Municipal Index ETF).‡ ‡ |
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(i)(14) |
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Opinion and consent of Clifford Chance US LLP (with respect to Market Vectors Egypt Index ETF and Market Vectors Kuwait Index ETF).‡ ‡ |
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(j)(1) |
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Consent of Ernst & Young, independent registered public accounting firm (with respect to Market Vectors—Agribusiness ETF, Market Vectors—Coal ETF, Market Vectors—Environmental Services ETF, Market Vectors—Gaming ETF, Market Vectors—Global Alternative Energy ETF, Market Vectors—Gold Miners ETF, Market Vectors—Nuclear Energy ETF, Market Vectors—Russia ETF and Market Vectors—Steel ETF). †††† |
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(j)(2) |
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Consent of Ernst & Young, independent registered public accounting firm (with respect to Market Vectors—Lehman Brothers AMT-Free Intermediate Municipal Index ETF, Market Vectors—Lehman Brothers AMT-Free Long Municipal Index ETF and Market Vectors—Lehman Brothers AMT-Free Short Municipal Index ETF). ††††††† |
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(k) |
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Not applicable. |
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(l) |
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Not applicable. |
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(m) |
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Not applicable. |
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(n) |
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Not applicable. |
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(o) |
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Not applicable. |
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(p)(1) |
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Code of Ethics. *** |
Item 24. Persons Controlled by or Under Common Control with Registrant
None.
Item 25. Indemnification
Pursuant to Section 10.2 of the Amended and Restated Declaration of Trust, all persons that are or have been a Trustee or officer of the Trust (collectively, the “Covered Persons”) shall be indemnified by the
Trust to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit, or proceeding in which he or she becomes involved as a party or otherwise by virtue of his being or having been a Trustee or officer and against amounts paid or incurred by him in the settlement thereof. No indemnification will be provided to a Covered Person who shall have been adjudicated by a court or body before which the proceeding was brought to be liable to the Trust or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office or not to have acted in good faith in the reasonable belief that his action was in the best interest of the Trust; or in the event of a settlement, unless there has been a determination that such Trustee or officer did not engage in willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office.
Article XII of the Trust’s Bylaws, to the maximum extent permitted by Delaware law in effect from time to time, the Trust shall indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, shall pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any individual who is a present or former trustee or officer of the Trust and who is made a party to the proceeding by reason of his or her service in that capacity or (b) any individual who, while a director of the Trust and at the request of the Trust, serves or has served as a trustee, officer, partner or trustee of another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made a party to the proceeding by reason of his or her service in that capacity. The Trust may, with the approval of its Board of Trustees, provide such indemnification and advance for expenses to a person who served a predecessor of the Trust in any of the capacities described in (a) or (b) above and to any employee or agent of the Trust or a predecessor of the Trust; provided that no provision of Article XII shall be effective to protect or purport to protect any trustee or officer of the Trust against liability to the Trust or its stockholders to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
The Trust has agreed to indemnify and hold harmless the Trustees against any and all expenses actually and reasonably incurred by the Trustee in any proceeding arising out of or in connection with the Trustee’s service to the Trust, to the fullest extent permitted by the Amended and Restated Agreement and Declaration of Trust and Bylaws of the Fund and Title 12, Part V, Chapter 38 of the Delaware Code, and applicable law.
Item 26. Business and Other Connections of Investment Manager
See “Management” in the Statement of Additional Information. Information as to the directors and officers of the Adviser is included in its Form ADV filed with the SEC and is incorporated herein by reference thereto.
Item 27. Principal Underwriters
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(a) |
Van Eck Securities Corporation is the Trust’s principal underwriter. Van Eck Securities Corporation also acts as a principal underwriter, depositor, or investment manager for the following other investment companies: Van Eck Funds (which is comprised of three series: Emerging Markets Fund, Global Hard Assets Fund and International Investors Gold Fund); Worldwide Insurance Trust (which is comprised of five series: Worldwide Absolute Return Fund, Worldwide Bond Fund, Worldwide Emerging Markets Fund, Worldwide Hard Assets Fund and Worldwide Real Estate Fund); and Van Eck Funds, Inc. (which has one series, Mid Cap Value Fund). |
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(b) |
The following is a list of the executive officers, directors and partners of Van Eck Securities Corporation: |
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Name and Principal
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Positions and
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Positions and Offices with Trust |
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Keith J.
Carlson
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President |
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President and Chief Executive Officer |
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Susan Lashey
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Vice President |
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Vice President |
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Joseph
McBrien
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Senior Vice President, General Counsel and Secretary |
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Senior Vice President, Secretary and Chief Legal Officer |
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Peter
Moeller
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Senior Vice President |
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N/A |
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Jonathan R.
Simon
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Vice President and Associate General Counsel |
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Vice President and Assistant Secretary |
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Bruce J.
Smith
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Senior Vice President, Chief Financial Officer, Treasurer and Controller |
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Senior Vice President and Chief Financial Officer |
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Jan F. van
Eck
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Director, Executive Vice President and Chief Compliance Officer |
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Executive Vice President, Trustee |
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Derek S. van
Eck
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Director and Executive Vice President |
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Executive Vice President |
Item 28. Location of Accounts and Records
All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the Rules thereunder will be maintained at the offices of The Bank of New York Mellon, 101 Barclay Street, New York, New York 10286.
Item 29. Management Services
Not applicable.
Item 30. Undertakings
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment No. 34 to the Registration Statement No. 811-10325 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York and State of New York on the 25th day of November 2008.
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MARKET VECTORS ETF TRUST |
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By: |
/s/ Keith J. Carlson* |
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Keith J. Carlson |
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President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following person in the capacities and on the date indicated.
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/s/ David H. Chow* |
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Trustee |
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November 25, 2008 |
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David H. Chow |
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/s/ R. Alastair Short* |
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Trustee |
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November 25, 2008 |
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R. Alastair Short |
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/s/ Richard D. Stamberger* |
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Trustee |
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November 25, 2008 |
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Richard D. Stamberger |
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/s/ Jan F. van Eck* |
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Trustee |
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November 25, 2008 |
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Jan F. van Eck |
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/s/ Keith J. Carlson* |
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President
and
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November 25, 2008 |
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Chief Executive Officer |
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Keith J. Carlson |
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/s/ Bruce J. Smith* |
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Chief Financial Officer |
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November 25, 2008 |
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Bruce J. Smith |
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*By: |
/s/ Jonathan R. Simon |
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Jonathan R. Simon |
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Attorney-in-Fact |
EXHIBIT INDEX
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(i)(11) |
Opinion and Consent of Clifford Chance US LLP (with respect to Market Vectors Indonesia Index ETF). |
Exhibit (i)11
[LETTERHEAD OF CLIFFORD CHANCE]
November 25, 2008
Market Vectors ETF Trust
335 Madison Avenue, 19
th
Floor
New York, New York 10017
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Re: |
Opinion of Counsel regarding Post-Effective
Amendment No. 34 to the Registration
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(File Nos. 333-123257; 811-10325) |
Dear Ladies and Gentlemen:
We have acted as counsel to Market Vectors ETF Trust (the “Fund”), in connection with the above-referenced Registration Statement (as amended, the “Registration Statement”), which relates to the shares of beneficial interest of the Market Vectors Indonesia Index ETF, no par value (collectively, the “Shares”). This opinion is being delivered to you in connection with the Fund’s filing of Post-Effective Amendment No. 34 to the Registration Statement (the “Amendment”) to be filed with the Securities and Exchange Commission pursuant to Rule 485(b) of the Securities Act of 1933, as amended (the “1933 Act”), and Amendment No. 38 pursuant to the Investment Company Act of 1940, as amended, in connection with the effectiveness of the Market Vectors Indonesia Index ETF. With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on our part except to the extent otherwise expressly stated, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon. We have reviewed the Fund’s Declaration of Trust, as amended, and such other documents and matters as we have deemed necessary to enable us to render this opinion.
Based upon, and subject to, the foregoing, we are of the opinion that the Shares proposed to be sold pursuant to the Amendment, when effective, will have been duly authorized and, when sold in accordance with the terms of the Amendment and the requirements of applicable federal and state law and delivered by the Fund against receipt of the net asset value of the Shares, will have been legally issued, fully paid and non-assessable by the Fund (except for the potential liability of shareholders described in the Fund’s current Statement of Additional Information under the caption “Capital Stock and Shareholder Reports”).
We are attorneys licensed to practice only in the State of New York. The foregoing opinion is limited to the Federal laws of the United States and the Delaware Statutory Trust Act, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.
We have consented to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the headings “General Information” in the Prospectus and “Counsel and Independent Registered Public Accounting Firm” in the Statement of Additional Information, each forming a part of the Registration Statement. In giving this consent, we do not concede that we are in the category of persons whose consent is required under Section 7 of the 1933 Act.
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Very truly yours, |
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/s/ Clifford Chance US LLP |