• THE PERFORMANCE AND MARKET VALUE OF EACH FUND, PARTICULARLY DURING PERIODS OF MARKET
VOLATILITY, MAY NOT CORRELATE WITH THE PERFORMANCE OF THAT FUND’S UNDERLYING INDEX OR
UNDERLYING COMMODITY, AS APPLICABLE, AS WELL AS THE NET ASSET VALUE PER SHARE —
The VanEck® Gold Miners ETF does not fully replicate its Underlying Index (as defined under “The Funds” below) and may hold
securities different from those included in its Underlying Index. In addition, the performance of the VanEck® Gold Miners ETF will
reflect additional transaction costs and fees that are not included in the calculation of its Underlying Index. All of these factors may
lead to a lack of correlation between the performance of the VanEck® Gold Miners ETF and its Underlying Index. In addition,
corporate actions with respect to the equity securities underlying the VanEck® Gold Miners ETF (such as mergers and spin-offs)
may impact the variance between the performances of the VanEck® Gold Miners ETF and its Underlying Index. Finally, because
the shares of the VanEck® Gold Miners ETF are traded on a securities exchange and are subject to market supply and investor
demand, the market value of one share of the VanEck® Gold Miners ETF may differ from the net asset value per share of the
VanEck® Gold Miners ETF.
In addition, the SPDR® Gold Trust does not fully replicate the performance of its Underlying Commodity due to the fees and
expenses charged by the SPDR® Gold Trust or by restrictions on access to its Underlying Commodity due to other circumstances.
The SPDR® Gold Trust does not generate any income, and as the SPDR® Gold Trust regularly sells its Underlying Commodity to
pay for ongoing expenses, the amount of its Underlying Commodity represented by each share gradually declines over time. The
SPDR® Gold Trust sells its Underlying Commodity to pay expenses on an ongoing basis irrespective of whether the trading price of
the shares rises or falls in response to changes in the price of its Underlying Commodity. The sale by the SPDR® Gold Trust of its
Underlying Commodity to pay expenses at a time of low prices for its Underlying Commodity could adversely affect the value of the
notes. Additionally, there is a risk that part or all of the SPDR® Gold Trust’s holdings in its Underlying Commodity could be lost,
damaged or stolen. Access to the SPDR® Gold Trust’s Underlying Commodity could also be restricted by natural events (such as
an earthquake) or human actions (such as a terrorist attack). All of these factors may lead to a lack of correlation between the
performance of the SPDR® Gold Trust and its Underlying Commodity. In addition, because the shares of the SPDR® Gold Trust
are traded on a securities exchange and are subject to market supply and investor demand, the market value of one share of the
SPDR® Gold Trust may differ from the net asset value per share of the SPDR® Gold Trust.
During periods of market volatility, securities underlying the VanEck® Gold Miners ETF or the Underlying Commodity of the SPDR®
Gold Trust may be unavailable in the secondary market, market participants may be unable to calculate accurately the net asset
value per share of a Fund and the liquidity of a Fund may be adversely affected. This kind of market volatility may also disrupt the
ability of market participants to create and redeem shares of a Fund. Further, market volatility may adversely affect, sometimes
materially, the prices at which market participants are willing to buy and sell shares of a Fund. As a result, under these
circumstances, the market value of shares of a Fund may vary substantially from the net asset value per share of that Fund. For
all of the foregoing reasons, the performance of each Fund may not correlate with the performance of its Underlying Index or
Underlying Commodity, as applicable, as well as the net asset value per share of that Fund, which could materially and adversely
affect the value of the notes in the secondary market and/or reduce any payment on the notes.
• RISKS ASSOCIATED WITH THE GOLD AND SILVER MINING INDUSTRIES WITH RESPECT TO THE VANECK® GOLD
MINERS ETF —
All or substantially all of the equity securities held by the VanEck® Gold Miners ETF are issued by companies whose primary line of
business is directly associated with the gold and/or silver mining industries. As a result, the value of the notes may be subject to
greater volatility and be more adversely affected by a single economic, political or regulatory occurrence affecting these industries
than a different investment linked to securities of a more broadly diversified group of issuers. Investments related to gold and silver
are considered speculative and are affected by a variety of factors. Competitive pressures may have a significant effect on the
financial condition of gold and silver mining companies. Also, gold and silver mining companies are highly dependent on the price
of gold and silver bullion, respectively, but may also be adversely affected by a variety of worldwide economic, financial and
political factors. The price of gold and silver may fluctuate substantially over short periods of time, so the VanEck® Gold Miners
ETF’s share price may be more volatile than other types of investments. Fluctuation in the prices of gold and silver may be due to
a number of factors, including changes in inflation, changes in currency exchange rates and changes in industrial and commercial
demand for metals (including fabricator demand). Additionally, increased environmental or labor costs may depress the value of
metal investments. These factors could affect the gold and silver mining industries and could affect the value of the equity
securities held by the VanEck® Gold Miners ETF and the price of the VanEck® Gold Miners ETF during the term of the notes, which
may adversely affect the value of your notes.
• NON-U.S. SECURITIES RISK WITH RESPECT TO THE VANECK® GOLD MINERS ETF —
Some of the equity securities held by the VanEck® Gold Miners ETF have been issued by non-U.S. companies. Investments in
securities linked to the value of such non-U.S. equity securities involve risks associated with the home countries and/or the