N-1A/A 1 lp1bnymetftrust.htm PRE-EFFECTIVE AMENDMENT NO. 1 lp1bnymetftrust.htm - Generated by SEC Publisher for SEC Filing  

As filed with the Securities and Exchange Commission on December 3, 2019

1933 Act File No333 -234030

1940 Act File No. 811 -23477

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                         [X]

           Pre-Effective Amendment No.  1       [X]

Post-Effective Amendment No.         [   ]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940   [X]

            Amendment No. 1    [X]

(Check appropriate box or boxes.)

 

BNY Mellon ETF Trust

(Exact Name of Registrant as Specified in Charter)

 

 

240 Greenwich Street, New York, New York 10286

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s Telephone Number, including Area Code: (212) 922-6400

 

Bennett MacDougall

240 Greenwich Street

New York, New York 10286

(Name and Address of Agent for Service)

 

Approximate Date of Proposed Public Offering:  As soon as practicable following the effective date of this Registration Statement.

 

The Registrant hereby amends this Registration Statement on such dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.


 
 

 

 

The information in this Prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission. The securities described herein may not be sold until the registration statement becomes effective. This Prospectus is not an offer to sell or the solicitation of an offer to buy securities and is not soliciting an offer to buy these securities in any state in which the offer, solicitation or sale would be unlawful.

 

 

BNY Mellon ETF Trust

 

 

Prospectus

[          ], 2019

 

 

BNY Mellon US Large Cap Core Equity ETF

Ticker:  [    ]

BNY Mellon US Mid Cap Core Equity ETF

Ticker:  [    ]

BNY Mellon US Small Cap Core Equity ETF

Ticker:  [    ]

BNY Mellon International Equity ETF

Ticker:  [    ]

BNY Mellon Emerging Markets Equity ETF

Ticker:  [    ]

BNY Mellon Core Bond ETF

Ticker:  [    ]

BNY Mellon Short Duration Corporate Bond ETF

Ticker:  [    ]

BNY Mellon High Yield Beta ETF

Ticker:  [    ]

 

 

Principal U.S. Listing Exchange:  [                            ]

 

The Securities and Exchange Commission has not approved or disapproved
these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is
a criminal offense.

 


 
 
Contents

Fund Summaries

BNY Mellon US Large Cap Core Equity ETF                                                 2

BNY Mellon US Mid Cap Core Equity ETF                                                    5

BNY Mellon US Small Cap Core Equity ETF                                                  8

BNY Mellon International Equity ETF                                                          11

BNY Mellon Emerging Markets Equity ETF                                                 15

BNY Mellon Core Bond ETF                                                                         20

BNY Mellon Short Duration Corporate Bond ETF                                       24

BNY Mellon High Yield Beta ETF                                                                 28

 

Fund Details

Goal and Approach                                                                                          32

Investment Risks                                                                                              39

Management                                                                                                     48

Distributor and Distribution and Service Plan                                                50

Index/Trademark Licenses/Disclaimers                                                         50

 

Additional Information

Additional Purchase and Sale Information                                                      53

Portfolio Holdings Disclosure                                                                         53

Distributions                                                                                                    54

Additional Tax Information                                                                             54

General Information                                                                                        57

Premium/Discount Information                                                                     57

Financial Highlights                                                                                         58

For More Information

See back cover.

1


 
 
Fund Summary

 

BNY Mellon US Large Cap Core Equity ETF

Investment Objective

The fund seeks to match the performance of the Morningstar® US Large Cap IndexSM.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund.  This table and the Example below reflect the expenses of the fund and do not reflect brokerage commissions you may pay on purchases and sales of fund shares.

 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Management fees

 

 

[    ]

Distribution and service (12b-1) fees

 

 

None

Other expenses1

 

 

[    ]

Total annual fund operating expenses

 

 

[    ]

1 “Other expenses” are based on estimated amounts for the current fiscal year.

 

Example

The Example is intended to help you compare the cost of investing in the fund with the cost of investing in other funds.  The Example assumes that you invest $10,000 in the fund for the time periods indicated and then hold or redeem all of your shares at the end of those periods.  The Example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same.  Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

1 Year

3 Years

$[    ]

$[    ]

 

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio).  A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the Example, affect the fund’s performance.  The fund is new and does not yet have a portfolio turnover rate to disclose.

Principal Investment Strategy

To pursue its goal, the fund normally invests substantially all of its assets in equity securities comprising the Morningstar® US Large Cap IndexSM.

The Morningstar® US Large Cap IndexSM is a float-adjusted market capitalization weighted index designed to measure the performance of U.S. large-capitalization stocks.  The index’s initial universe of eligible securities includes common stock, tracking stock and shares of real estate investment trusts (REITs) issued by U.S. companies and traded on the New York Stock Exchange, NASDAQ or NYSE Market LLC.  At each reconstitution, the initial universe is screened to exclude securities based on the number of non-trading days in the preceding quarter and trading volume during the preceding six-month period.  The remaining securities represent the investable universe.  The index includes the securities of companies whose cumulative total market capitalization represents approximately the top 70% of the investable universe.  The index rebalances quarterly in March, June, September and December, and reconstitutes semi-annually in June and December.

Under normal circumstances, the fund generally invests in all of the stocks in the index in proportion to their weighting in the index.  However, the fund may invest in a representative sample of the index if replicating the index could be detrimental or disadvantageous to shareholders, such as when there are practical difficulties or substantial costs involved in compiling a portfolio of equity securities to replicate the index, in instances in which a security in the index becomes temporarily illiquid, unavailable or less liquid, or as a result of legal restrictions or limitations (such as tax diversification requirements) that apply to the fund but not the index. 

2


 
 

In seeking to track the index, the fund’s assets will generally be concentrated in an industry or group of industries to the extent that the index concentrates in a particular industry or group of industries.  As of [ ], 2019, [ ]% of the index was represented by the [                        ] industry/sector.

The fund is classified as diversified under the Investment Company Act of 1940, as amended (1940 Act); however, the fund may become non-diversified solely as a result of a changes in the composition of the index (e.g., changes in weightings of one or more component securities).  When the fund is non-diversified, it may invest a relatively high percentage of its assets in a limited number of issuers.

The fund is not sponsored, endorsed, sold or promoted by Morningstar, Inc. (index provider) and the index provider makes no representation regarding the advisability of investing in the fund.

Principal Risks

An investment in the fund is not a bank deposit.  It is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency.  It is not a complete investment program. The fund’s share price fluctuates, sometimes dramatically, which means you could lose money. 

·  Risks of stock investing.  Stocks generally fluctuate more in value than bonds and may decline significantly over short time periods.  There is the chance that stock prices overall will decline because stock markets tend to move in cycles, with periods of rising prices and falling prices.  The market value of a stock may decline due to general market conditions or because of factors that affect the particular company or the company’s industry.

·  Indexing strategy risk.  The fund uses an indexing strategy.  It does not attempt to manage market volatility, use defensive strategies or reduce the effects of any long-term periods of poor index performance.  The correlation between fund and index performance may be affected by the fund’s expenses, changes in securities markets, changes in the composition of the index and the timing of purchases and redemptions of fund shares.

·  Large-cap stock risk.  To the extent the fund invests in large capitalization stocks, the fund may underperform funds that invest primarily in the stocks of lower quality, smaller capitalization companies during periods when the stocks of such companies are in favor.

·  REIT risk.  Investments in REITs expose the fund to risks similar to investing directly in real estate. REITs are characterized as equity REITs, mortgage REITs and hybrid REITs, which combine the characteristics of both equity and mortgage REITs.  Equity REITs, which may include operating or finance companies, own real estate directly and the value of, and income earned by, the REITs depends upon the income of the underlying properties and the rental income they earn.  Equity REITs also can realize capital gains (or losses) by selling properties that have appreciated (or depreciated) in value.  Mortgage REITs can make construction, development or long-term mortgage loans and are sensitive to the credit quality of the borrower.  Mortgage REITs derive their income from interest payments on such loans.  Hybrid REITs generally hold both ownership interests and mortgage interests in real estate.  The value of securities issued by REITs is affected by tax and regulatory requirements and by perceptions of management skill.  They also may be affected by general economic conditions and are subject to heavy cash flow dependency, defaults by borrowers or tenants, self-liquidation at an economically disadvantageous time, and the possibility of failing to qualify for favorable tax treatment under applicable U.S. or foreign law and/or to maintain exempt status under the 1940 Act.

·  Tracking stock risk.  Many of the risks of investing in common stock are applicable to tracking stock. Tracking stock is a separate class of common stock whose value is linked to a specific business unit or operating division within a larger company and which is designed to “track” the performance of such business unit or division. Therefore, tracking stock may decline in value even if the common stock of the larger company increases in value. In addition, holders of tracking stock may not have the same rights as holders of the company’s common stock.

·  Issuer risk.  A security’s market value may decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer’s products or services, or factors that affect the issuer’s industry, such as labor shortages or increased production costs and competitive conditions within an industry.

·  Fluctuation of net asset value, share premiums and discounts risk. As with all exchange-traded funds, fund shares may be bought and sold in the secondary market at market prices. The trading prices of fund shares in the secondary market may differ from the fund’s daily net asset value per share and there may be times when the market price of the shares is more than the net asset value per share (premium) or less than the net asset value per share (discount). This risk is heightened in times of market volatility or periods of steep market declines.

3


 
 

·  Non-diversification risk.  To the extent the fund is non-diversified, the fund may invest a relatively high percentage of its assets in a limited number of issuers.  Therefore, when the fund is non-diversified, the fund’s performance may be more vulnerable to changes in the market value of a single issuer or group of issuers and more susceptible to risks associated with a single economic, political or regulatory occurrence than when the fund’s invested assets are diversified.

·  New fund risk.  The fund is newly organized with limited operating history and there can be no assurance that the fund will grow to or maintain sufficient assets to achieve investment and trading efficiencies.

Performance

The fund does not have a full calendar year of performance.  Once the fund has completed a full calendar year of operations, a bar chart and table will be included that will provide some indication of the risks of investing in the fund by showing the variability of the fund’s returns and comparing the fund’s performance to its benchmark index.  The fund’s performance is not necessarily indicative of how the fund will perform in the future.  More information related to performance information may be available at www.im.bnymellon.com.

Portfolio Management


The fund’s investment adviser is BNY Mellon ETF Investment Adviser, LLC (Adviser).  The Adviser has engaged its affiliate, Mellon Investments Corporation (Mellon), to serve as the fund’s sub-adviser. 


Richard A. Brown, CFA, and Thomas J. Durante, CFA, are the primary portfolio managers of the fund.  Each portfolio manager has been a primary portfolio manager of the fund since its inception in [                        ].  Mr. Brown is a Managing Director and Co-Head of Equity Index Portfolio Management at Mellon.  Mr. Durante is a Managing Director and Co-Head of Equity Index Portfolio Management at Mellon. 

Purchase and Sale of Fund Shares

The fund will issue (or redeem) fund shares to certain institutional investors known as “Authorized Participants” (typically market makers or other broker-dealers) only in large blocks of [                           ] fund shares known as “Creation Units.” Creation Unit transactions are conducted in exchange for the deposit or delivery of a designated portfolio of in-kind securities and/or cash constituting a substantial replication, or a representation, of the securities included in the fund’s benchmark index.

Individual fund shares may only be purchased and sold on the [                 ], other national securities exchanges, electronic crossing networks and other alternative trading systems through your broker-dealer at market prices. Because fund shares trade at market prices rather than at net asset value (NAV), fund shares may trade at a price greater than NAV (premium) or less than NAV (discount).

Tax Information

The fund’s distributions are taxable as ordinary income or capital gains, except when your investment is through an IRA, Retirement Plan or other U.S. tax-advantaged investment plan (in which case you may be taxed upon withdrawal of your investment from such account).

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase fund shares through a broker-dealer or other financial intermediary (such as a bank), the Adviser or its affiliates may pay the financial intermediary for certain activities related to the fund, including educational training programs, conferences, the development of technology platforms and reporting systems, or other services related to the sale or promotion of the fund. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

4


 
 
Fund Summary

 

BNY Mellon US Mid Cap Core Equity ETF

Investment Objective

The fund seeks to match the performance of the Morningstar® US Mid Cap IndexSM.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund.  This table and the Example below reflect the expenses of the fund and do not reflect brokerage commissions you may pay on purchases and sales of fund shares.

 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Management fees

 

 

[    ]

Distribution and service (12b-1) fees

 

 

None

Other expenses1

 

 

[    ]

Total annual fund operating expenses

 

 

[    ]

1 “Other Expenses” are based on estimated amounts for the current fiscal year.

 

Example

The Example is intended to help you compare the cost of investing in the fund with the cost of investing in other funds.  The Example assumes that you invest $10,000 in the fund for the time periods indicated and then hold or redeem all of your shares at the end of those periods.  The Example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same.  Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

1 Year

3 Years

$[    ]

$[    ]

 

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio).  A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the Example, affect the fund’s performance.  The fund is new and does not yet have a portfolio turnover rate to disclose.

Principal Investment Strategy

To pursue its goal, the fund normally invests substantially all of its assets in equity securities comprising the Morningstar® US Mid Cap IndexSM.

The Morningstar® US Mid Cap IndexSM is a float-adjusted market capitalization weighted index designed to measure the performance of U.S. medium-capitalization stocks.  The index’s initial universe of eligible securities includes common stock, tracking stock and shares of real estate investment trusts (REITs) issued by U.S. companies and traded on the New York Stock Exchange, NASDAQ or NYSE Market LLC.  At each reconstitution, the initial universe is screened to exclude securities based on the number of non-trading days in the preceding quarter and trading volume during the preceding six-month period.  The remaining securities represent the investable universe.  The index includes the securities of companies whose cumulative total market capitalization falls approximately between the bottom 10%-30% of the investable universe.  The index rebalances quarterly in March, June, September and December, and reconstitutes semi-annually in June and December.

Under normal circumstances, the fund generally invests in all of the stocks in the index in proportion to their weighting in the index.  However, the fund may invest in a representative sample of the index if replicating the index could be detrimental or disadvantageous to shareholders, such as when there are practical difficulties or substantial costs involved in compiling a portfolio of equity securities to replicate the index, in instances in which a security in the index becomes temporarily illiquid, unavailable or less liquid, or as a result of legal restrictions or limitations (such as tax diversification requirements) that apply to the fund but not the index. 

5


 
 

In seeking to track the index, the fund’s assets will generally be concentrated in an industry or group of industries to the extent that the index concentrates in a particular industry or group of industries.  As of [ ], 2019, [ ]% of the index was represented by the [                        ] industry/sector.

The fund is classified as diversified under the Investment Company Act of 1940, as amended (1940 Act); however, the fund may become non-diversified solely as a result of a changes in the composition of the index (e.g., changes in weightings of one or more component securities).  When the fund is non-diversified, it may invest a relatively high percentage of its assets in a limited number of issuers.

The fund is not sponsored, endorsed, sold or promoted by Morningstar, Inc. (index provider) and the index provider makes no representation regarding the advisability of investing in the fund.

Principal Risks

An investment in the fund is not a bank deposit.  It is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency.  It is not a complete investment program.  The fund’s share price fluctuates, sometimes dramatically, which means you could lose money.

·  Risks of stock investing.  Stocks generally fluctuate more in value than bonds and may decline significantly over short time periods.  There is the chance that stock prices overall will decline because stock markets tend to move in cycles, with periods of rising prices and falling prices.  The market value of a stock may decline due to general market conditions or because of factors that affect the particular company or the company’s industry.

·  Indexing strategy risk.  The fund uses an indexing strategy.  It does not attempt to manage market volatility, use defensive strategies or reduce the effects of any long-term periods of poor index performance.  The correlation between fund and index performance may be affected by the fund’s expenses, changes in securities markets, changes in the composition of the index and the timing of purchases and redemptions of fund shares.

·  Small and midsize company risk.  Small and midsize companies carry additional risks because the operating histories of these companies tend to be more limited, their earnings and revenues less predictable (and some companies may be experiencing significant losses), and their share prices more volatile than those of larger, more established companies.  The shares of smaller companies tend to trade less frequently than those of larger, more established companies, which can adversely affect the pricing of these securities and the fund’s ability to sell these securities.

·  REIT risk.  Investments in REITs expose the fund to risks similar to investing directly in real estate. REITs are characterized as equity REITs, mortgage REITs and hybrid REITs, which combine the characteristics of both equity and mortgage REITs.  Equity REITs, which may include operating or finance companies, own real estate directly and the value of, and income earned by, the REITs depends upon the income of the underlying properties and the rental income they earn.  Equity REITs also can realize capital gains (or losses) by selling properties that have appreciated (or depreciated) in value.  Mortgage REITs can make construction, development or long-term mortgage loans and are sensitive to the credit quality of the borrower.  Mortgage REITs derive their income from interest payments on such loans.  Hybrid REITs generally hold both ownership interests and mortgage interests in real estate.  The value of securities issued by REITs is affected by tax and regulatory requirements and by perceptions of management skill.  They also may be affected by general economic conditions and are subject to heavy cash flow dependency, defaults by borrowers or tenants, self-liquidation at an economically disadvantageous time, and the possibility of failing to qualify for favorable tax treatment under applicable U.S. or foreign law and/or to maintain exempt status under the 1940 Act.

·  Tracking stock risk.  Many of the risks of investing in common stock are applicable to tracking stock. Tracking stock is a separate class of common stock whose value is linked to a specific business unit or operating division within a larger company and which is designed to “track” the performance of such business unit or division. Therefore, tracking stock may decline in value even if the common stock of the larger company increases in value. In addition, holders of tracking stock may not have the same rights as holders of the company’s common stock.

·  Issuer risk.  A security’s market value may decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer’s products or services, or factors that affect the issuer’s industry, such as labor shortages or increased production costs and competitive conditions within an industry.

·  Fluctuation of net asset value, share premiums and discounts risk. As with all exchange-traded funds, fund shares may be bought and sold in the secondary market at market prices. The trading prices of fund shares in the secondary market may differ from the fund’s daily net asset value per share and there may be times when the market price of the shares is more than the net asset value per share (premium) or less than the net asset value per share (discount). This risk is heightened in times of market volatility or periods of steep market declines.

6


 
 

·  Non-diversification risk.  To the extent the fund is non-diversified, the fund may invest a relatively high percentage of its assets in a limited number of issuers.  Therefore, when the fund is non-diversified, the fund’s performance may be more vulnerable to changes in the market value of a single issuer or group of issuers and more susceptible to risks associated with a single economic, political or regulatory occurrence than when the fund’s invested assets are diversified.

·  New fund risk.  The fund is newly organized with limited operating history and there can be no assurance that the fund will grow to or maintain sufficient assets to achieve investment and trading efficiencies.

Performance

The fund does not have a full calendar year of performance.  Once the fund has completed a full calendar year of operations, a bar chart and table will be included that will provide some indication of the risks of investing in the fund by showing the variability of the fund’s returns and comparing the fund’s performance to its benchmark index.  The fund’s performance is not necessarily indicative of how the fund will perform in the future.  More information related to performance information may be available at www.im.bnymellon.com.

Portfolio Management

The fund’s investment adviser is BNY Mellon ETF Investment Adviser, LLC (Adviser).  The Adviser has engaged its affiliate, Mellon Investments Corporation (Mellon), to serve as the fund’s sub-adviser. 


Richard A. Brown, CFA, and Thomas J. Durante, CFA, are the primary portfolio managers of the fund.  Each portfolio manager has been a primary portfolio manager of the fund since its inception in [                        ].  Mr. Brown is a Managing Director and Co-Head of Equity Index Portfolio Management at Mellon.  Mr. Durante is a Managing Director and Co-Head of Equity Index Portfolio Management at Mellon.    

Purchase and Sale of Fund Shares

The fund will issue (or redeem) fund shares to certain institutional investors known as “Authorized Participants” (typically market makers or other broker-dealers) only in large blocks of [                           ] fund shares known as “Creation Units.” Creation Unit transactions are conducted in exchange for the deposit or delivery of a designated portfolio of in-kind securities and/or cash constituting a substantial replication, or a representation, of the securities included in the fund’s benchmark index.

Individual fund shares may only be purchased and sold on the [                 ], other national securities exchanges, electronic crossing networks and other alternative trading systems through your broker-dealer at market prices. Because fund shares trade at market prices rather than at net asset value (NAV), fund shares may trade at a price greater than NAV (premium) or less than NAV (discount).

Tax Information

The fund’s distributions are taxable as ordinary income or capital gains, except when your investment is through an IRA, Retirement Plan or other U.S. tax-advantaged investment plan (in which case you may be taxed upon withdrawal of your investment from such account).

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase fund shares through a broker-dealer or other financial intermediary (such as a bank), the Adviser or its affiliates may pay the financial intermediary for certain activities related to the fund, including educational training programs, conferences, the development of technology platforms and reporting systems, or other services related to the sale or promotion of the fund. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

7


 
 
Fund Summary

 

BNY Mellon US Small Cap Core Equity ETF

Investment Objective

The fund seeks to match the performance of the Morningstar® US Small Cap IndexSM.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund.  This table and the Example below reflect the expenses of the fund and do not reflect brokerage commissions you may pay on purchases and sales of fund shares.

 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Management fees

 

 

[    ]

Distribution and service (12b-1) fees

 

 

None

Other expenses1

 

 

[    ]

Total annual fund operating expenses

 

 

[    ]

1 “Other Expenses” are based on estimated amounts for the current fiscal year.

 

 

Example

The Example is intended to help you compare the cost of investing in the fund with the cost of investing in other funds.  The Example assumes that you invest $10,000 in the fund for the time periods indicated and then hold or redeem all of your shares at the end of those periods.  The Example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same.  Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

1 Year

3 Years

$[    ]

$[    ]

 

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio).  A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the Example, affect the fund’s performance.  The Fund is new and does not yet have a portfolio turnover rate to disclose.

Principal Investment Strategy

To pursue its goal, the fund normally invests substantially all of its assets in equity securities comprising the Morningstar® US Small Cap IndexSM

The Morningstar® US Small Cap IndexSM is a float-adjusted market capitalization weighted index designed to measure the performance of U.S. small-capitalization stocks.  The index’s initial universe of eligible securities includes common stock, tracking stock and shares of real estate investment trusts (REITs) issued by U.S. companies and traded on the New York Stock Exchange, NASDAQ or NYSE Market LLC.  At each reconstitution, the initial universe is screened to exclude securities based on the number of non-trading days in the preceding quarter and trading volume during the preceding six-month period.  The remaining securities represent the investable universe.  The index includes the securities of companies whose cumulative total market capitalization represents approximately the bottom 3%-10% of the investable universe.  The index rebalances quarterly in March, June, September and December, and reconstitutes semi-annually in June and December.

Under normal circumstances, the fund generally invests in all of the stocks in the index in proportion to their weighting in the index.  However, the fund may invest in a representative sample of the index if replicating the index could be detrimental or disadvantageous to shareholders, such as when there are practical difficulties or substantial costs involved in compiling a portfolio of equity securities to replicate the index, in instances in which a security in the index becomes temporarily illiquid, unavailable or less liquid, or as a result of legal restrictions or limitations (such as tax diversification requirements) that apply to the fund but not the index. 

8


 
 

In seeking to track the index, the fund’s assets will generally be concentrated in an industry or group of industries to the extent that the index concentrates in a particular industry or group of industries.  As of [ ], 2019, [ ]% of the index was represented by the [                        ] industry/sector.

The fund is classified as diversified under the Investment Company Act of 1940, as amended (1940 Act); however, the fund may become non-diversified solely as a result of a changes in the composition of the index (e.g., changes in weightings of one or more component securities).  When the fund is non-diversified, it may invest a relatively high percentage of its assets in a limited number of issuers.

The fund is not sponsored, endorsed, sold or promoted by Morningstar, Inc. (index provider) and the index provider makes no representation regarding the advisability of investing in the fund.

Principal Risks

An investment in the fund is not a bank deposit.  It is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency.  It is not a complete investment program.  The fund’s share price fluctuates, sometimes dramatically, which means you could lose money.

·  Risks of stock investing.  Stocks generally fluctuate more in value than bonds and may decline significantly over short time periods.  There is the chance that stock prices overall will decline because stock markets tend to move in cycles, with periods of rising prices and falling prices.  The market value of a stock may decline due to general market conditions or because of factors that affect the particular company or the company’s industry.

·  Indexing strategy risk.  The fund uses an indexing strategy.  It does not attempt to manage market volatility, use defensive strategies or reduce the effects of any long-term periods of poor index performance.  The correlation between fund and index performance may be affected by the fund’s expenses and use of sampling techniques, changes in securities markets, changes in the composition of the index and the timing of purchases and redemptions of fund shares.

·  Small and midsize company risk.  Small and midsize companies carry additional risks because the operating histories of these companies tend to be more limited, their earnings and revenues less predictable (and some companies may be experiencing significant losses), and their share prices more volatile than those of larger, more established companies.  The shares of smaller companies tend to trade less frequently than those of larger, more established companies, which can adversely affect the pricing of these securities and the fund’s ability to sell these securities.

·  REIT risk.  Investments in REITs expose the fund to risks similar to investing directly in real estate. REITs are characterized as equity REITs, mortgage REITs and hybrid REITs, which combine the characteristics of both equity and mortgage REITs.  Equity REITs, which may include operating or finance companies, own real estate directly and the value of, and income earned by, the REITs depends upon the income of the underlying properties and the rental income they earn.  Equity REITs also can realize capital gains (or losses) by selling properties that have appreciated (or depreciated) in value.  Mortgage REITs can make construction, development or long-term mortgage loans and are sensitive to the credit quality of the borrower.  Mortgage REITs derive their income from interest payments on such loans.  Hybrid REITs generally hold both ownership interests and mortgage interests in real estate.  The value of securities issued by REITs is affected by tax and regulatory requirements and by perceptions of management skill.  They also may be affected by general economic conditions and are subject to heavy cash flow dependency, defaults by borrowers or tenants, self-liquidation at an economically disadvantageous time, and the possibility of failing to qualify for favorable tax treatment under applicable U.S. or foreign law and/or to maintain exempt status under the 1940 Act.

·  Tracking stock risk.  Many of the risks of investing in common stock are applicable to tracking stock. Tracking stock is a separate class of common stock whose value is linked to a specific business unit or operating division within a larger company and which is designed to “track” the performance of such business unit or division. Therefore, tracking stock may decline in value even if the common stock of the larger company increases in value. In addition, holders of tracking stock may not have the same rights as holders of the company’s common stock.

·  Issuer risk.  A security’s market value may decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer’s products or services, or factors that affect the issuer’s industry, such as labor shortages or increased production costs and competitive conditions within an industry.

·  Fluctuation of net asset value, share premiums and discounts risk. As with all exchange-traded funds, fund shares may be bought and sold in the secondary market at market prices. The trading prices of fund shares in the secondary market may differ from the fund’s daily net asset value per share and there may be times when the market price of the shares is more than the net asset value per share (premium) or less than the net asset value per share (discount). This risk is heightened in times of market volatility or periods of steep market declines.

9


 
 

·  Non-diversification risk.  To the extent the fund is non-diversified, the fund may invest a relatively high percentage of its assets in a limited number of issuers.  Therefore, when the fund is non-diversified, the fund’s performance may be more vulnerable to changes in the market value of a single issuer or group of issuers and more susceptible to risks associated with a single economic, political or regulatory occurrence than when the fund’s invested assets are diversified.

·  New fund risk.  The fund is newly organized with limited operating history and there can be no assurance that the fund will grow to or maintain sufficient assets to achieve investment and trading efficiencies.

Performance

The fund does not have a full calendar year of performance.  Once the fund has completed a full calendar year of operations, a bar chart and table will be included that will provide some indication of the risks of investing in the fund by showing the variability of the fund’s returns and comparing the fund’s performance to its benchmark index.  The fund’s performance is not necessarily indicative of how the fund will perform in the future.  More information related to performance information may be available at www.im.bnymellon.com.

Portfolio Management

The fund’s investment adviser is BNY Mellon ETF Investment Adviser, LLC (Adviser).  The Adviser has engaged its affiliate, Mellon Investments Corporation (Mellon), to serve as the fund’s sub-adviser.    


Richard A. Brown, CFA, and Thomas J. Durante, CFA, are the primary portfolio managers of the fund.  Each portfolio manager has been a primary portfolio manager of the fund since its inception in [                        ].  Mr. Brown is a Managing Director and Co-Head of Equity Index Portfolio Management at Mellon.  Mr. Durante is a Managing Director and Co-Head of Equity Index Portfolio Management at Mellon. 

Purchase and Sale of Fund Shares

The fund will issue (or redeem) fund shares to certain institutional investors known as “Authorized Participants” (typically market makers or other broker-dealers) only in large blocks of [                           ] fund shares known as “Creation Units.” Creation Unit transactions are conducted in exchange for the deposit or delivery of a designated portfolio of in-kind securities and/or cash constituting a substantial replication, or a representation, of the securities included in the fund’s benchmark index.

Individual fund shares may only be purchased and sold on the [                 ], other national securities exchanges, electronic crossing networks and other alternative trading systems through your broker-dealer at market prices. Because fund shares trade at market prices rather than at net asset value (NAV), fund shares may trade at a price greater than NAV (premium) or less than NAV (discount).

Tax Information

The fund’s distributions are taxable as ordinary income or capital gains, except when your investment is through an IRA, Retirement Plan or other U.S. tax-advantaged investment plan (in which case you may be taxed upon withdrawal of your investment from such account).

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase fund shares through a broker-dealer or other financial intermediary (such as a bank), the Adviser or its affiliates may pay the financial intermediary for certain activities related to the fund, including educational training programs, conferences, the development of technology platforms and reporting systems, or other services related to the sale or promotion of the fund. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

10


 
 
Fund Summary

BNY Mellon International Equity ETF

Investment Objective

The fund seeks to match the performance of the Morningstar® Developed Markets ex-US Large Cap IndexSM.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund.  This table and the Example below reflect the expenses of the fund and do not reflect brokerage commissions you may pay on purchases and sales of fund shares.

 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Management fees

 

 

[    ]

Distribution and service (12b-1) fees

 

 

None

Other expenses1

 

 

[    ]

Total annual fund operating expenses

 

 

[    ]

1 “Other Expenses” are based on estimated amounts for the current fiscal year.

 

Example

The Example is intended to help you compare the cost of investing in the fund with the cost of investing in other funds.  The Example assumes that you invest $10,000 in the fund for the time periods indicated and then hold or redeem all of your shares at the end of those periods.  The Example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same.  Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

1 Year

3 Years

$[    ]

$[    ]

 

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio).  A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the Example, affect the fund’s performance.  The fund is new and does not yet have a portfolio turnover rate to disclose.

Principal Investment Strategy

To pursue its goal, the fund normally invests substantially all of its assets in equity securities comprising the Morningstar® Developed Markets ex-US Large Cap IndexSM, depositary receipts based on securities comprising the index, exchange-traded funds (ETFs) providing exposure to such securities, and derivatives with economic characteristics similar to such securities or the index.  The fund’s derivatives investments may include futures, currency forwards, total return swaps and structured notes.

The Morningstar® Developed Markets ex-US Large Cap IndexSM is a float-adjusted market capitalization weighted index designed to measure the performance of developed market (excluding the United States) large-capitalization stocks.  A country is considered developed if it meets the following criteria:  (i) its annual per capita gross national income falls in the World Bank’s high-income category for the most recent three years; (ii) it has not had any broad-based discriminatory controls against non-domiciled investors for the most recent three years; and (iii) its stock markets exhibit the following characteristics:  transparency, market regulation, operational efficiency, and the absence of broad-based investment restrictions.  The index’s initial universe of eligible securities includes equity securities (including common stock, preferred stock and shares of real estate investment trusts (REITs)), issued by developed market companies (excluding the United States) and traded on a major foreign exchange.  At each reconstitution, the initial universe is screened to exclude securities based on the number of non-trading days in the preceding quarter, monthly dollar traded value and turnover during the preceding six-month period, and market capitalization.  The index includes large capitalization securities from each eligible country, targeting the top 70% of stocks by market capitalization from each eligible country.  The index rebalances quarterly in March, June, September and December, and reconstitutes semi-annually in June and December.

11


 
 

Under normal circumstances, the fund generally invests in all of the stocks in the index in proportion to their weighting in the index.  However, the fund may invest in a representative sample of the index if replicating the index could be detrimental or disadvantageous to shareholders, such as when there are practical difficulties or substantial costs involved in compiling a portfolio of equity securities to replicate the index, in instances in which a security in the index becomes temporarily illiquid, unavailable or less liquid, or as a result of legal restrictions or limitations (such as tax diversification requirements) that apply to the fund but not the index. 

In seeking to track the index, the fund’s assets will generally be concentrated in an industry or group of industries to the extent that the index concentrates in a particular industry or group of industries.  In addition, a significant portion of the fund’s assets will generally be focused in a country or region to the extent the index is focused in a particular country or region.  As of [ ], 2019, [      ]% of the index was represented by the [                        ] industry/sector and the index had significant exposure to the [COUNTRY/REGION].

The fund is classified as diversified under the Investment Company Act of 1940, as amended (1940 Act); however, the fund may become non-diversified solely as a result of a changes in the composition of the index (e.g., changes in weightings of one or more component securities).  When the fund is non-diversified, it may invest a relatively high percentage of its assets in a limited number of issuers.

The fund is not sponsored, endorsed, sold or promoted by Morningstar, Inc. (index provider) and the index provider makes no representation regarding the advisability of investing in the fund.

Principal Risks

An investment in the fund is not a bank deposit.  It is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency.  It is not a complete investment program.  The fund’s share price fluctuates, sometimes dramatically, which means you could lose money.

·  Risks of stock investing.  Stocks generally fluctuate more in value than bonds and may decline significantly over short time periods.  There is the chance that stock prices overall will decline because stock markets tend to move in cycles, with periods of rising prices and falling prices.  The market value of a stock may decline due to general market conditions or because of factors that affect the particular company or the company’s industry.

·  Indexing strategy risk.  The fund uses an indexing strategy.  It does not attempt to manage market volatility, use defensive strategies or reduce the effects of any long-term periods of poor index performance.  The correlation between fund and index performance may be affected by the fund’s expenses, changes in securities markets, changes in the composition of the index and the timing of purchases and redemptions of fund shares.

·  Foreign investment risk.  To the extent the fund invests in foreign securities, the fund’s performance will be influenced by political, social and economic factors affecting investments in foreign issuers.  Special risks associated with investments in foreign issuers include exposure to currency fluctuations, less liquidity, less developed or less efficient trading markets, lack of comprehensive company information, political and economic instability and differing auditing and legal standards.  Investments denominated in foreign currencies are subject to the risk that such currencies will decline in value relative to the U.S. dollar and affect the value of these investments held by the fund.  To the extent securities held by the fund trade in a market that is closed when the exchange on which the fund’s shares trade is open, there may be deviations between the current price of a security and the last quoted price for the security in the closed foreign market. These deviations could result in the fund experiencing premiums or discounts greater than those of ETFs that invest in domestic securities.

·  Foreign currency risk.  Investments in foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar or, in the case of hedged positions, that the U.S. dollar will decline relative to the currency being hedged.  Currency exchange rates may fluctuate significantly over short periods of time.  Foreign currencies are also subject to risks caused by inflation, interest rates, budget deficits and low savings rates, political factors and government intervention and controls.

·  ADR risk. ADRs may be subject to certain of the risks associated with direct investments in the securities of foreign companies, such as currency risk, political and economic risk and market risk, because their values depend on the performance of the non-dollar denominated underlying foreign securities. Certain countries may limit the ability to convert ADRs into the underlying foreign securities and vice versa, which may cause the securities of the foreign company to trade at a discount or premium to the market price of the related ADR.

·  Large-cap stock risk. To the extent the fund invests in large capitalization stocks, the fund may underperform funds that invest primarily in the stocks of lower quality, smaller capitalization companies during periods when the stocks of such companies are in favor.  A company with a large market capitalization relative to the market in a particular country or region may not have a large capitalization relative to the market in another country or region or the global market generally.

12


 
 

·  ETF risk.  To the extent the fund invests in ETFs, the fund will be affected by the investment policies, practices and performance of such entities in direct proportion to the amount of assets the fund has invested therein.  The risks of investing in other ETFs typically reflect the risks associated with the types of instruments in which the investment companies invest.  When the fund invests in an ETF, shareholders of the fund will bear indirectly their proportionate share of the expenses of the ETF (including management fees) in addition to the expenses of the fund. ETFs are exchange-traded investment companies that are, in many cases, designed to provide investment results corresponding to an index.  The value of the underlying securities can fluctuate in response to activities of individual companies or in response to general market and/or economic conditions. 

·  REIT risk.  Investments in REITs expose the fund to risks similar to investing directly in real estate. REITs are characterized as equity REITs, mortgage REITs and hybrid REITs, which combine the characteristics of both equity and mortgage REITs.  Equity REITs, which may include operating or finance companies, own real estate directly and the value of, and income earned by, the REITs depends upon the income of the underlying properties and the rental income they earn.  Equity REITs also can realize capital gains (or losses) by selling properties that have appreciated (or depreciated) in value.  Mortgage REITs can make construction, development or long-term mortgage loans and are sensitive to the credit quality of the borrower.  Mortgage REITs derive their income from interest payments on such loans.  Hybrid REITs generally hold both ownership interests and mortgage interests in real estate.  The value of securities issued by REITs is affected by tax and regulatory requirements and by perceptions of management skill.  They also may be affected by general economic conditions and are subject to heavy cash flow dependency, defaults by borrowers or tenants, self-liquidation at an economically disadvantageous time, and the possibility of failing to qualify for favorable tax treatment under applicable U.S. or foreign law and/or to maintain exempt status under the 1940 Act.

·  Preferred stock risk. Preferred stock is a class of a capital stock that typically pays dividends at a specified rate.  Preferred stock is generally senior to common stock, but subordinate to debt securities, with respect to the payment of dividends and on liquidation of the issuer.  The market value of preferred stock generally decreases when interest rates rise and is also affected by the issuer’s ability to make payments on the preferred stock.

·  Issuer risk.  A security’s market value may decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer’s products or services, or factors that affect the issuer’s industry, such as labor shortages or increased production costs and competitive conditions within an industry.

·  Derivatives risk.  A small investment in derivatives could have a potentially large impact on the fund’s performance.  The use of derivatives involves risks different from, or possibly greater than, the risks associated with investing directly in the underlying assets, and the fund’s use of derivatives may result in losses to the fund.  Derivatives in which the fund may invest can be highly volatile, illiquid and difficult to value, and there is the risk that changes in the value of a derivative held by the fund will not correlate with the underlying assets or the fund’s other investments in the manner intended.  Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment, and involve greater risks than the underlying assets because, in addition to general market risks, they are subject to liquidity risk, credit and counterparty risk (failure of the counterparty to the derivatives transaction to honor its obligation) and pricing risk (risk that the derivative cannot or will not be accurately valued).  Future rules and regulations of the Securities and Exchange Commission (SEC) may require the fund to alter, perhaps materially, its use of derivatives.  Certain derivatives in which the fund may invest may reference the London Interbank Offered Rate (LIBOR).  On July 27, 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021. There remains uncertainty regarding the future of LIBOR and the nature of any replacement rate.  The unavailability and/or discontinuation of LIBOR could have adverse impacts on derivatives that reference LIBOR, may affect the value, liquidity or return on such derivatives and may result in costs incurred by the fund in connection with closing out positions and entering into new positions.

·  Futures risk.  The value of a futures contract tends to increase and decrease in correlation with the value of the underlying instrument.  Risks of futures contracts may arise from an imperfect correlation between movements in the price of the futures and the price of the underlying instrument.  The fund’s use of futures contracts exposes the fund to leverage risk because of the small margin requirements relative to the value of the futures contract.  A relatively small market movement will have a proportionately larger impact on the funds that the fund has deposited or will have to deposit with a broker to maintain its futures position.  While futures contracts are generally liquid instruments, under certain market conditions they may become illiquid.  Futures exchanges may impose daily or intraday price change limits and/or limit the volume of trading.  Additionally, government regulation may further reduce liquidity through similar trading restrictions.  As a result, the fund may be unable to close out its futures contracts at a time that is advantageous.  The price of futures can be highly volatile; using them could lower total return, and the potential loss from futures could exceed the fund’s initial investment in such contracts.

13


 
 

·  Fluctuation of net asset value, share premiums and discounts risk. As with all exchange-traded funds, fund shares may be bought and sold in the secondary market at market prices. The trading prices of fund shares in the secondary market may differ from the fund’s daily net asset value per share and there may be times when the market price of the shares is more than the net asset value per share (premium) or less than the net asset value per share (discount). This risk is heightened in times of market volatility or periods of steep market declines.

·  Non-diversification risk.  To the extent the fund is non-diversified, the fund may invest a relatively high percentage of its assets in a limited number of issuers.  Therefore, when the fund is non-diversified, the fund’s performance may be more vulnerable to changes in the market value of a single issuer or group of issuers and more susceptible to risks associated with a single economic, political or regulatory occurrence than when the fund’s invested assets are diversified.

·  New fund risk.  The fund is newly organized with limited operating history and there can be no assurance that the fund will grow to or maintain sufficient assets to achieve investment and trading efficiencies.

Performance

The fund does not have a full calendar year of performance.  Once the fund has completed a full calendar year of operations, a bar chart and table will be included that will provide some indication of the risks of investing in the fund by showing the variability of the fund’s returns and comparing the fund’s performance to its benchmark index.  The fund’s performance is not necessarily indicative of how the fund will perform in the future.  More information related to performance information may be available at www.im.bnymellon.com.

Portfolio Management

The fund’s investment adviser is BNY Mellon ETF Investment Adviser, LLC (Adviser).  The Adviser has engaged its affiliate, Mellon Investments Corporation (Mellon), to serve as the fund’s sub-adviser.    


Richard A. Brown, CFA, and Thomas J. Durante, CFA, are the primary portfolio managers of the fund.  Each portfolio manager has been a primary portfolio manager of the fund since its inception in [                        ].  Mr. Brown is a Managing Director and Co-Head of Equity Index Portfolio Management at Mellon.  Mr. Durante is a Managing Director and Co-Head of Equity Index Portfolio Management at Mellon. 

Purchase and Sale of Fund Shares

The fund will issue (or redeem) fund shares to certain institutional investors known as “Authorized Participants” (typically market makers or other broker-dealers) only in large blocks of [                           ] fund shares known as “Creation Units.”  Creation Unit transactions are conducted in exchange for the deposit or delivery of a designated portfolio of in-kind securities and/or cash constituting a substantial replication, or a representation, of the securities included in the fund’s benchmark index.

Individual fund shares may only be purchased and sold on the [                 ], other national securities exchanges, electronic crossing networks and other alternative trading systems through your broker-dealer at market prices. Because fund shares trade at market prices rather than at net asset value (NAV), fund shares may trade at a price greater than NAV (premium) or less than NAV (discount).

Tax Information

The fund’s distributions are taxable as ordinary income or capital gains, except when your investment is through an IRA, Retirement Plan or other U.S. tax-advantaged investment plan (in which case you may be taxed upon withdrawal of your investment from such account).

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase fund shares through a broker-dealer or other financial intermediary (such as a bank), the Adviser or its affiliates may pay the financial intermediary for certain activities related to the fund, including educational training programs, conferences, the development of technology platforms and reporting systems, or other services related to the sale or promotion of the fund. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

14


 
 
Fund Summary

BNY Mellon Emerging Markets Equity ETF

Investment Objective

The fund seeks to match the performance of the Morningstar® Emerging Markets Large Cap IndexSM.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund.  This table and the Example below reflect the expenses of the fund and do not reflect brokerage commissions you may pay on purchases and sales of fund shares.

 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Management fees

 

 

[    ]

Distribution and service (12b-1) fees

 

 

None

Other expenses1

 

 

[    ]

Total annual fund operating expenses

 

 

[    ]

1 “Other Expenses” are based on estimated amounts for the current fiscal year.

 

Example

The Example is intended to help you compare the cost of investing in the fund with the cost of investing in other funds.  The Example assumes that you invest $10,000 in the fund for the time periods indicated and then hold or redeem all of your shares at the end of those periods.  The Example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same.  Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

1 Year

3 Years

$[    ]

$[    ]

 

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio).  A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the Example, affect the fund’s performance.  The fund is new and does not yet have a portfolio turnover rate to disclose.

Principal Investment Strategy

To pursue its goal, the fund normally invests substantially all of its assets in equity securities comprising the Morningstar® Emerging Markets Large Cap IndexSM, depositary receipts based on securities comprising the index, exchange-traded funds (ETFs) providing exposure to such securities, and derivatives with economic characteristics similar to such securities or the index.  The fund’s derivatives investments may include futures, currency forwards, total return swaps and structured notes.

The Morningstar® Emerging Markets Large Cap IndexSM is a float-adjusted market capitalization weighted index designed to measure the performance of emerging market large-capitalization stocks.  A country is considered emerging if:  (i) its annual per capita gross national income does not fall in the World Bank’s high-income category for the most recent three years; (ii) it has had broad-based discriminatory controls against non-domiciled investors during the most recent three years; and (iii) its stock markets do not exhibit any of the following characteristics:  transparency, market regulation, operational efficiency, and the absence of broad-based investment restrictions.  The index’s initial universe of eligible securities includes equity securities (including common stock, preferred stock and shares of real estate investment trusts (REITs)), issued by emerging market companies and traded on a major foreign exchange.  At each reconstitution, the initial universe is screened to exclude securities based on the number of non-trading days in the preceding quarter, monthly dollar traded value and turnover during the preceding six-month period, and market capitalization.  The index includes large capitalization securities from each eligible country, targeting the top 70% of stocks by market capitalization from each eligible country.  The index rebalances quarterly in March, June, September and December, and reconstitutes semi-annually in June and December.

15


 
 

Under normal circumstances, in seeking to match the index’s performance, the fund generally purchases a representative sample of the securities comprising the index.  By using a sampling process, the fund typically will not invest in all of the securities in the index.  The fund may also fully replicate the index when determined to be in the best interest of the fund in pursuing its objective.

In seeking to track the index, the fund’s assets will generally be concentrated in an industry or group of industries to the extent that the index concentrates in a particular industry or group of industries.  In addition, a significant portion of the fund’s assets will generally be focused in a country or region to the extent the index is focused in a particular country or region.  As of [October 31], 2019, [27.4]% of the index was represented by the [Financial Services] sector and the index had significant exposure to [China].

The fund is classified as diversified under the Investment Company Act of 1940, as amended (1940 Act); however, the fund may become non-diversified solely as a result of a changes in the composition of the index (e.g., changes in weightings of one or more component securities).  When the fund is non-diversified, it may invest a relatively high percentage of its assets in a limited number of issuers.

The fund is not sponsored, endorsed, sold or promoted by Morningstar, Inc. (index provider) and the index provider makes no representation regarding the advisability of investing in the fund.

Principal Risks

An investment in the fund is not a bank deposit.  It is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency.  It is not a complete investment program.  The fund’s share price fluctuates, sometimes dramatically, which means you could lose money.

·  Risks of stock investing.  Stocks generally fluctuate more in value than bonds and may decline significantly over short time periods.  There is the chance that stock prices overall will decline because stock markets tend to move in cycles, with periods of rising prices and falling prices.  The market value of a stock may decline due to general market conditions or because of factors that affect the particular company or the company’s industry.

·  Indexing strategy risk.  The fund uses an indexing strategy.  It does not attempt to manage market volatility, use defensive strategies or reduce the effects of any long-term periods of poor index performance.  The correlation between fund and index performance may be affected by the fund’s expenses, changes in securities markets, changes in the composition of the index and the timing of purchases and redemptions of fund shares.

·  Index sampling risk.  The fund’s use of sampling techniques will result in it holding a smaller number of securities than are in the index, and the fund may not track the index as closely as it would if it were fully replicating the index.  

·  Foreign investment risk.  To the extent the fund invests in foreign securities, the fund’s performance will be influenced by political, social and economic factors affecting investments in foreign issuers.  Special risks associated with investments in foreign issuers include exposure to currency fluctuations, less liquidity, less developed or less efficient trading markets, lack of comprehensive company information, political and economic instability and differing auditing and legal standards.  Investments denominated in foreign currencies are subject to the risk that such currencies will decline in value relative to the U.S. dollar and affect the value of these investments held by the fund.  To the extent securities held by the fund trade in a market that is closed when the exchange on which the fund’s shares trade is open, there may be deviations between the current price of a security and the last quoted price for the security in the closed foreign market. These deviations could result in the fund experiencing premiums or discounts greater than those of ETFs that invest in domestic securities.

·  Emerging market risk.  The securities of issuers located or doing substantial business in emerging market countries tend to be more volatile and less liquid than the securities of issuers located in countries with more mature economies.  Emerging markets generally have less diverse and less mature economic structures and less stable political systems than those of developed countries.  Investments in these countries may be subject to political, economic, legal, market and currency risks.  The risks may include less protection of property rights and uncertain political and economic policies, the imposition of capital controls and/or foreign investment limitations by a country, nationalization of businesses and the imposition of sanctions by other countries, such as the United States.  These risks may impact the correlation between fund and index performance.

·  Foreign currency risk.  Investments in foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar or, in the case of hedged positions, that the U.S. dollar will decline relative to the currency being hedged.  Currency exchange rates may fluctuate significantly over short periods of time.  Foreign currencies are also subject to risks caused by inflation, interest rates, budget deficits and low savings rates, political factors and government intervention and controls.

16


 
 

·  ADR risk. ADRs may be subject to certain of the risks associated with direct investments in the securities of foreign companies, such as currency risk, political and economic risk and market risk, because their values depend on the performance of the non-dollar denominated underlying foreign securities. Certain countries may limit the ability to convert ADRs into the underlying foreign securities and vice versa, which may cause the securities of the foreign company to trade at a discount or premium to the market price of the related ADR.

·  Large-cap stock risk. To the extent the fund invests in large capitalization stocks, the fund may underperform funds that invest primarily in the stocks of lower quality, smaller capitalization companies during periods when the stocks of such companies are in favor. A company with a large market capitalization relative to the market in a particular country or region may not have a large capitalization relative to the market in another country or region or the global market generally.

·  ETF risk.  To the extent the fund invests in ETFs, the fund will be affected by the investment policies, practices and performance of such entities in direct proportion to the amount of assets the fund has invested therein.  The risks of investing in other ETFs typically reflect the risks associated with the types of instruments in which the investment companies invest.  When the fund invests in an ETF, shareholders of the fund will bear indirectly their proportionate share of the expenses of the ETF (including management fees) in addition to the expenses of the fund. ETFs are exchange-traded investment companies that are, in many cases, designed to provide investment results corresponding to an index.  The value of the underlying securities can fluctuate in response to activities of individual companies or in response to general market and/or economic conditions. 

·  REIT risk.  Investments in REITs expose the fund to risks similar to investing directly in real estate. REITs are characterized as equity REITs, mortgage REITs and hybrid REITs, which combine the characteristics of both equity and mortgage REITs.  Equity REITs, which may include operating or finance companies, own real estate directly and the value of, and income earned by, the REITs depends upon the income of the underlying properties and the rental income they earn.  Equity REITs also can realize capital gains (or losses) by selling properties that have appreciated (or depreciated) in value.  Mortgage REITs can make construction, development or long-term mortgage loans and are sensitive to the credit quality of the borrower.  Mortgage REITs derive their income from interest payments on such loans.  Hybrid REITs generally hold both ownership interests and mortgage interests in real estate.  The value of securities issued by REITs is affected by tax and regulatory requirements and by perceptions of management skill.  They also may be affected by general economic conditions and are subject to heavy cash flow dependency, defaults by borrowers or tenants, self-liquidation at an economically disadvantageous time, and the possibility of failing to qualify for favorable tax treatment under applicable U.S. or foreign law and/or to maintain exempt status under the 1940 Act.

·  Preferred stock risk. Preferred stock is a class of a capital stock that typically pays dividends at a specified rate.  Preferred stock is generally senior to common stock, but subordinate to debt securities, with respect to the payment of dividends and on liquidation of the issuer.  The market value of preferred stock generally decreases when interest rates rise and is also affected by the issuer’s ability to make payments on the preferred stock.

·  Issuer risk.  A security’s market value may decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer’s products or services, or factors that affect the issuer’s industry, such as labor shortages or increased production costs and competitive conditions within an industry.

·  Derivatives risk.  A small investment in derivatives could have a potentially large impact on the fund’s performance.  The use of derivatives involves risks different from, or possibly greater than, the risks associated with investing directly in the underlying assets, and the fund’s use of derivatives may result in losses to the fund.  Derivatives in which the fund may invest can be highly volatile, illiquid and difficult to value, and there is the risk that changes in the value of a derivative held by the fund will not correlate with the underlying assets or the fund’s other investments in the manner intended.  Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment, and involve greater risks than the underlying assets because, in addition to general market risks, they are subject to liquidity risk, credit and counterparty risk (failure of the counterparty to the derivatives transaction to honor its obligation) and pricing risk (risk that the derivative cannot or will not be accurately valued).  Future rules and regulations of the Securities and Exchange Commission (SEC) may require the fund to alter, perhaps materially, its use of derivatives. Certain derivatives in which the fund may invest may reference the London Interbank Offered Rate (LIBOR).  On July 27, 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021. There remains uncertainty regarding the future of LIBOR and the nature of any replacement rate.  The unavailability and/or discontinuation of LIBOR could have adverse impacts on derivatives that reference LIBOR, may affect the value, liquidity or return on such derivatives and may result in costs incurred by the fund in connection with closing out positions and entering into new positions.

·  Futures risk.  The value of a futures contract tends to increase and decrease in correlation with the value of the underlying instrument.  Risks of futures contracts may arise from an imperfect correlation between movements in the price of the futures and the price of the underlying instrument.  The fund’s use of futures contracts exposes the fund to leverage risk because of the small margin requirements relative to the value of the futures contract.  A relatively small market movement will have a proportionately larger impact on the funds that the fund has deposited or will have to deposit with a broker to maintain its futures position.  While futures contracts are generally liquid instruments, under certain market conditions they may become illiquid.  Futures exchanges may impose daily or intraday price change limits and/or limit the volume of trading.  Additionally, government regulation may further reduce liquidity through similar trading restrictions.  As a result, the fund may be unable to close out its futures contracts at a time that is advantageous.  The price of futures can be highly volatile; using them could lower total return, and the potential loss from futures could exceed the fund’s initial investment in such contracts.

17


 
 

·  Financial Services sector risk. Financial services companies are subject to extensive governmental regulation which may limit both the amounts and types of loans and other financial commitments they can make, the interest rates and fees they can charge, the scope of their activities, the prices they can charge and the amount of capital they must maintain. Profitability is largely dependent on the availability and cost of capital funds and can fluctuate significantly when interest rates change or due to increased competition. In addition, deterioration of the credit markets generally may cause an adverse impact in a broad range of markets, including U.S. and international credit and interbank money markets generally, thereby affecting a wide range of financial institutions and markets. Certain events in the financial services sector may cause an unusually high degree of volatility in the financial markets, both domestic and foreign, and cause certain financial services companies to incur large losses.

·  China risk.  To the extent the fund’s investments are significantly exposed to issuers located in China, the fund may be particularly exposed to the economy, industries, securities and currency markets of China.  The Chinese economy and markets may be adversely affected by protectionist trade policies, slow economic activity in other Asian countries or worldwide, political and social instability, environmental events and natural disasters, regional and global conflicts, terrorism and war, including actions that are contrary to the interests of the United States.  China’s economy may be dependent on the economies of other Asian countries, many of which are developing countries. In addition, the current political climate and the further escalation of a trade war between China and the United States may have an adverse effect on both the U.S. and Chinese economies, as each country has imposed tariffs on the other country’s products.  All of the preceding risks could increase the fund’s volatility.

·  Liquidity risk.  When there is little or no active trading market for specific types of securities, it can become more difficult to sell the securities in a timely manner at or near their perceived value.  In such a market, the value of such securities and the fund’s share price may fall dramatically.  Investments that are illiquid or that trade in lower volumes may be more difficult to value.  Investments in foreign securities, particularly those of issuers located in emerging markets, tend to have greater exposure to liquidity risk than domestic securities.

·  Fluctuation of net asset value, share premiums and discounts risk. As with all exchange-traded funds, fund shares may be bought and sold in the secondary market at market prices. The trading prices of fund shares in the secondary market may differ from the fund’s daily net asset value per share and there may be times when the market price of the shares is more than the net asset value per share (premium) or less than the net asset value per share (discount). This risk is heightened in times of market volatility or periods of steep market declines.

·  Non-diversification risk.  To the extent the fund is non-diversified, the fund may invest a relatively high percentage of its assets in a limited number of issuers.  Therefore, when the fund is non-diversified, the fund’s performance may be more vulnerable to changes in the market value of a single issuer or group of issuers and more susceptible to risks associated with a single economic, political or regulatory occurrence than when the fund’s invested assets are diversified.

·  New fund risk.  The fund is newly organized with limited operating history and there can be no assurance that the fund will grow to or maintain sufficient assets to achieve investment and trading efficiencies.

Performance

The fund does not have a full calendar year of performance.  Once the fund has completed a full calendar year of operations, a bar chart and table will be included that will provide some indication of the risks of investing in the fund by showing the variability of the fund’s returns and comparing the fund’s performance to its benchmark index.  The fund’s performance is not necessarily indicative of how the fund will perform in the future.  More information related to performance information may be available at www.im.bnymellon.com.

Portfolio Management

The fund’s investment adviser is BNY Mellon ETF Investment Adviser, LLC (Adviser).  The Adviser has engaged its affiliate, Mellon Investments Corporation (Mellon), to serve as the fund’s sub-adviser.   

18


 
 


Richard A. Brown, CFA, and Thomas J. Durante, CFA, are the primary portfolio managers of the fund.  Each portfolio manager has been a primary portfolio manager of the fund since its inception in [                        ].  Mr. Brown is a Managing Director and Co-Head of Equity Index Portfolio Management at Mellon.  Mr. Durante is a Managing Director and Co-Head of Equity Index Portfolio Management at Mellon. 

Purchase and Sale of Fund Shares

The fund will issue (or redeem) fund shares to certain institutional investors known as “Authorized Participants” (typically market makers or other broker-dealers) only in large blocks of [                           ] fund shares known as “Creation Units.” Creation Unit transactions are conducted in exchange for the deposit or delivery of a designated portfolio of in-kind securities and/or cash constituting a substantial replication, or a representation, of the securities included in the fund’s benchmark index.

Individual fund shares may only be purchased and sold on the [                 ], other national securities exchanges, electronic crossing networks and other alternative trading systems through your broker-dealer at market prices. Because fund shares trade at market prices rather than at net asset value (NAV), fund shares may trade at a price greater than NAV (premium) or less than NAV (discount).

Tax Information

The fund’s distributions are taxable as ordinary income or capital gains, except when your investment is through an IRA, Retirement Plan or other U.S. tax-advantaged investment plan (in which case you may be taxed upon withdrawal of your investment from such account).

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase fund shares through a broker-dealer or other financial intermediary (such as a bank), the Adviser or its affiliates may pay the financial intermediary for certain activities related to the fund, including educational training programs, conferences, the development of technology platforms and reporting systems, or other services related to the sale or promotion of the fund. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

19


 
 
Fund Summary

 

BNY Mellon Core Bond ETF

Investment Objective

The fund seeks to match the performance of the Bloomberg Barclays US Aggregate Bond Index.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund.  This table and the Example below reflect the expenses of the fund and do not reflect brokerage commissions you may pay on purchases and sales of fund shares.

 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Management fees

 

 

[    ]

Distribution and service (12b-1) fees

 

 

None

Other expenses1

 

 

[    ]

Total annual fund operating expenses

 

 

[    ]

1 “Other expenses” are based on estimated amounts for the current fiscal year.

 

Example

The Example is intended to help you compare the cost of investing in the fund with the cost of investing in other funds.  The Example assumes that you invest $10,000 in the fund for the time periods indicated and then hold or redeem all of your shares at the end of those periods.  The Example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same.  Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

1 Year

3 Years

$[    ]

$[    ]

 

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio).  A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the Example, affect the fund’s performance.  The fund is new and does not yet have a portfolio turnover rate to disclose.

Principal Investment Strategy

To pursue its goal, the fund normally invests substantially all of its assets in bonds comprising the Bloomberg Barclays US Aggregate Bond Index and TBA transactions (as defined below) representing bonds included in the index.

The Bloomberg Barclays US Aggregate Bond Index is designed to measure the investment grade, U.S. dollar-denominated, fixed-rate taxable bond market.  The index includes Treasuries, government-related and corporate securities, mortgage-backed pass-through securities (agency fixed-rate), commercial mortgage-backed securities (agency and non-agency) and other asset-backed securities having at least one year until final maturity.  Treasury, government-related and corporate securities must have $300 million or more par amount outstanding.  For mortgage-backed pass-through securities, pool aggregates must have $1 billion or more par amount outstanding.  Asset-backed securities must have a minimum deal size of $500 million and a minimum tranche size of $25 million.  Commercial mortgage-backed securities must have a minimum deal size of $500 million with at least $300 million outstanding and a minimum tranche size of $25 million.  To be included in the index, securities must be rated investment grade (Baa3/BBB-/BBB- or higher) using the middle rating of Moody’s, S&P and Fitch.  When a rating from only two agencies is available, the lower is used; when only one agency rates a bond, that rating is used.  In cases where explicit bond level ratings may not be available, the index provider may use other sources to classify securities by credit quality.  The index may include U.S. dollar-denominated bonds issued by foreign issuers.  Securities in the index are updated on the last business day of each month.  The fund seeks to maintain a dollar-weighted average maturity consistent with that of the index.  As of [         ], the dollar-weighted average maturity of the index was [  ] years.

20


 
 

Under normal circumstances, in seeking to match the index’s performance, the fund generally purchases a representative sample of the securities comprising the index.  By using a sampling process, the fund typically will not invest in all of the securities in the index.  The fund may also fully replicate the index when determined to be in the best interest of the fund in pursuing its objective.

In seeking to track the index, the fund’s assets will generally be concentrated in an industry or group of industries to the extent that the index concentrates in a particular industry or group of industries.  As of [ ], 2019, [ ]% of the index was represented by the [                        ] industry/sector.

As of [October 31, 2019], approximately [26.9]% of the bonds represented in the index were U.S. agency mortgage-backed pass-through securities.  U.S. agency mortgage-backed pass-through securities are securities issued by entities such as Government National Mortgage Association (GNMA) and Federal National Mortgage Association (FNMA) that are backed by pools of mortgages.  Certain transactions in mortgage-backed pass-through securities occur through standardized contracts for future delivery in which the exact mortgage-backed pools to be delivered are not specified until a few days prior to settlement, referred to as a “to-be-announced transaction” or “TBA transaction.”  In a TBA transaction, the buyer and seller agree upon general trade parameters such as agency, settlement date, par amount and price.  The actual pools delivered generally are determined two days prior to the settlement date.  It is anticipated that the fund will generally participate in rolling TBA transactions, but it may also receive pools of mortgages.  TBA transactions are considered bonds for purposes of the 80% investment policy described above.  The fund expects to enter into such contracts on a regular basis.  The fund, pending settlement of such contracts, will invest its assets in high-quality, liquid short term instruments, including shares of affiliated money market funds.

The fund is classified as diversified under the Investment Company Act of 1940, as amended (1940 Act); however, the fund may become non-diversified solely as a result of a changes in the composition of the index (e.g., changes in weightings of one or more component securities).  When the fund is non-diversified, it may invest a relatively high percentage of its assets in a limited number of issuers.

The fund is not sponsored, endorsed, sold or promoted by Bloomberg Index Services Limited (index provider) and the index provider makes no representation regarding the advisability of investing in the fund.

Principal Risks

An investment in the fund is not a bank deposit.  It is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency.  It is not a complete investment program. The fund’s share price fluctuates, sometimes dramatically, which means you could lose money. 

·  Fixed-income market risk.  The market value of a fixed-income security may decline due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally.  The fixed-income securities market can be susceptible to increases in volatility and decreases in liquidity.  Liquidity can decline unpredictably in response to overall economic conditions or credit tightening.  Increases in volatility and decreases in liquidity may be caused by a rise in interest rates (or the expectation of a rise in interest rates).  An unexpected increase in fund redemption requests, including requests from shareholders who may own a significant percentage of the fund’s shares, which may be triggered by market turmoil or an increase in interest rates, could cause the fund to sell its holdings at a loss or at undesirable prices and adversely affect the fund’s share price and increase the fund’s liquidity risk, fund expenses and/or taxable distributions.

·  Interest rate risk.  Prices of bonds and other fixed rate fixed-income securities tend to move inversely with changes in interest rates.  Typically, a rise in rates will adversely affect fixed-income securities and, accordingly, will cause the value of the fund’s investments in these securities to decline.  During periods of very low interest rates, which occur from time to time due to market forces or actions of governments and/or their central banks, including the Board of Governors of the Federal Reserve System in the U.S., the fund may be subject to a greater risk of principal decline from rising interest rates.  When interest rates fall, the fund’s investments in new securities may be at lower yields and may reduce the fund’s income.  The magnitude of these fluctuations in the market price of fixed-income securities is generally greater for securities with longer effective maturities and durations because such instruments do not mature, reset interest rates or become callable for longer periods of time.  Duration is an indication of an investment’s “interest rate risk,” or how sensitive a bond or the fund’s portfolio may be to changes in interest rates.  The change in the value of a fixed-income security or portfolio can be approximated by multiplying its duration by a change in interest rates. 

·  Credit risk.  Failure of an issuer of a security to make timely interest or principal payments when due, or a decline or perception of a decline in the credit quality of the security, can cause the security’s price to fall.  The lower a security’s credit rating, the greater the chance that the issuer of the security will default or fail to meet its payment obligations.

21


 
 

·  Indexing strategy risk.  The fund uses an indexing strategy.  It does not attempt to manage market volatility, use defensive strategies or reduce the effects of any long-term periods of poor index performance.  The correlation between fund and index performance may be affected by the fund’s expenses, changes in securities markets, changes in the composition of the index and the timing of purchases and redemptions of fund shares.

·  Index sampling risk.  The fund’s use of sampling techniques will result in it holding a smaller number of securities than are in the index, and the fund may not track the index as closely as it would if it were fully replicating the index.  

·  Government securities risk.  Not all obligations of the U.S. government, its agencies and instrumentalities are backed by the full faith and credit of the U.S. Treasury.  Some obligations are backed only by the credit of the issuing agency or instrumentality, and in some cases there may be some risk of default by the issuer.  Any guarantee by the U.S. government or its agencies or instrumentalities of a security held by the fund does not apply to the market value of such security or to shares of the fund itself.  A security backed by the U.S. Treasury or the full faith and credit of the United States is guaranteed only as to the timely payment of interest and principal when held to maturity.

·  Mortgage-related securities risk.  Mortgage-related securities represent a participation in, or are secured by, mortgage loans.  Certain of the mortgage-backed securities in which the fund may invest are not backed by the full faith and credit of the U.S. government and there can be no assurance that the U.S. government would provide financial support to its agencies or instrumentalities where it was not obligated to do so.  Mortgage-backed securities tend to increase in value less than other debt securities when interest rates decline, but are subject to similar or greater risk of decline in market value during periods of rising interest rates.  Because of prepayment and extension risk, mortgage-backed securities react differently to changes in interest rates than other bonds.  Small movements in interest rates may quickly and significantly affect the value of certain mortgage-backed securities.  Transactions in mortgage-backed pass-through securities often occur through TBA transactions, as described in the “Principal Investment Strategy” section above.  Default by or bankruptcy of a counterparty to a TBA transaction could expose the fund to possible losses because of an adverse market action, expenses, or delays in connection with the purchase or sale of the pools of mortgage-backed pass-through securities specified in the TBA transaction.

·  Asset-backed securities risk.  Asset-backed securities are typically structured like mortgage-related securities, but instead of mortgage loans or interests in mortgage loans, the underlying assets may include, for example, items such as motor vehicle installment sales or installment loan contracts, leases on various types of real and personal property, and receivables from credit card agreements.  General downturns in the economy could cause the value of asset-backed securities to fall. In addition, asset-backed securities present certain risks that are not presented by mortgage-backed securities. Primarily, these securities may provide the fund with a less effective security interest in the related collateral than do mortgage-backed securities. Therefore, there is the possibility that recoveries on the underlying collateral may not, in some cases, be available to support payments on these securities.

·  Foreign investment risk.  To the extent the fund invests in foreign securities, the fund’s performance will be influenced by political, social and economic factors affecting investments in foreign issuers.  Special risks associated with investments in foreign issuers include exposure to currency fluctuations, less liquidity, less developed or less efficient trading markets, lack of comprehensive company information, political and economic instability and differing auditing and legal standards.  To the extent securities held by the fund trade in a market that is closed when the exchange on which the fund’s shares trade is open, there may be deviations between the current price of a security and the last quoted price for the security in the closed foreign market. These deviations could result in the fund experiencing premiums or discounts greater than those of ETFs that invest in domestic securities

·  Liquidity risk.  When there is little or no active trading market for specific types of securities, it can become more difficult to sell the securities in a timely manner at or near their perceived value.  In such a market, the value of such securities and the fund’s share price may fall dramatically, even during periods of declining interest rates.  Investments that are illiquid or that trade in lower volumes may be more difficult to value.  Investments in foreign securities tend to have greater exposure to liquidity risk than domestic securities. 

·  Issuer risk.  A security’s market value may decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer’s products or services, or factors that affect the issuer’s industry, such as labor shortages or increased production costs and competitive conditions within an industry.

·  Portfolio turnover risk.  The fund may engage in frequent trading of its portfolio securities in connection with index rebalancing, which could produce higher transaction costs and taxable distributions, and lower the fund’s after-tax performance

·  Fluctuation of net asset value, share premiums and discounts risk. As with all exchange-traded funds, fund shares may be bought and sold in the secondary market at market prices. The trading prices of fund shares in the secondary market may differ from the fund’s daily net asset value per share and there may be times when the market price of the shares is more than the net asset value per share (premium) or less than the net asset value per share (discount). This risk is heightened in times of market volatility or periods of steep market declines.

22


 
 

·  Non-diversification risk.  To the extent the fund is non-diversified, the fund may invest a relatively high percentage of its assets in a limited number of issuers.  Therefore, when the fund is non-diversified, the fund’s performance may be more vulnerable to changes in the market value of a single issuer or group of issuers and more susceptible to risks associated with a single economic, political or regulatory occurrence than when the fund’s invested assets are diversified.

·  New fund risk.  The fund is newly organized with limited operating history and there can be no assurance that the fund will grow to or maintain sufficient assets to achieve investment and trading efficiencies.

Performance

The fund does not have a full calendar year of performance.  Once the fund has completed a full calendar year of operations, a bar chart and table will be included that will provide some indication of the risks of investing in the fund by showing the variability of the fund’s returns and comparing the fund’s performance to its benchmark index.  The fund’s performance is not necessarily indicative of how the fund will perform in the future.  More information related to performance information may be available at www.im.bnymellon.com.

 

Portfolio Management

The fund’s investment adviser is BNY Mellon ETF Investment Adviser, LLC (Adviser).  The Adviser has engaged its affiliate, Mellon Investments Corporation (Mellon), to serve as the fund’s sub-adviser.  


Gregory A. Lee, CFA, and Nancy G. Rogers, CFA, are the primary portfolio managers of the fund.  Each portfolio manager has been a primary portfolio manager of the fund since its inception in [                  ].  Mr. Lee is a Director, Senior Portfolio Manager at Mellon.  Ms. Rogers is a Director, Head of Fixed Income Index Portfolio Management at Mellon.   

Purchase and Sale of Fund Shares

The fund will issue (or redeem) fund shares to certain institutional investors known as “Authorized Participants” (typically market makers or other broker-dealers) only in large blocks of [                           ] fund shares known as “Creation Units.” Creation Unit transactions are conducted in exchange for the deposit or delivery of a designated portfolio of in-kind securities and/or cash constituting a substantial replication, or a representation, of the securities included in the fund’s benchmark index.

Individual fund shares may only be purchased and sold on the [                 ], other national securities exchanges, electronic crossing networks and other alternative trading systems through your broker-dealer at market prices. Because fund shares trade at market prices rather than at net asset value (NAV), fund shares may trade at a price greater than NAV (premium) or less than NAV (discount).

Tax Information

The fund’s distributions are taxable as ordinary income or capital gains, except when your investment is through an IRA, Retirement Plan or other U.S. tax-advantaged investment plan (in which case you may be taxed upon withdrawal of your investment from such account).

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase fund shares through a broker-dealer or other financial intermediary (such as a bank), the Adviser or its affiliates may pay the financial intermediary for certain activities related to the fund, including educational training programs, conferences, the development of technology platforms and reporting systems, or other services related to the sale or promotion of the fund. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

 

23


 
 
Fund Summary

 

BNY Mellon Short Duration Corporate Bond ETF

Investment Objective

The fund seeks to match the performance of the Bloomberg Barclays US 1-5 Year Corporate Bond Index.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund.  This table and the Example below reflect the expenses of the fund and do not reflect brokerage commissions you may pay on purchases and sales of fund shares.

 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Management fees

 

 

[    ]

Distribution and service (12b-1) fees

 

 

None

Other expenses1

 

 

[    ]

Total annual fund operating expenses

 

 

[    ]

1 “Other expenses” are based on estimated amounts for the current fiscal year.

 

Example

The Example is intended to help you compare the cost of investing in the fund with the cost of investing in other funds.  The Example assumes that you invest $10,000 in the fund for the time periods indicated and then hold or redeem all of your shares at the end of those periods.  The Example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same.  Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

1 Year

3 Years

$[    ]

$[    ]

 

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio).  A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the Example, affect the fund’s performance.  The fund is new and does not yet have a portfolio turnover rate to disclose.

Principal Investment Strategy

To pursue its goal, the fund normally invests substantially all of its assets in bonds comprising the Bloomberg Barclays US 1-5 Year Corporate Bond Index.  

The Bloomberg Barclays US 1-5 Year Corporate Bond Index is designed to measure the market for investment grade, U.S. dollar-denominated, fixed-rate, taxable corporate bonds with one to five years left to maturity.  To be included in the index, securities must have $300 million or more par amount outstanding and be rated investment grade (Baa3/BBB-/BBB- or higher) using the middle rating of Moody’s, S&P and Fitch.  When a rating from only two agencies is available, the lower is used; when only one agency rates a bond, that rating is used.  In cases where explicit bond level ratings may not be available, the index provider may use other sources to classify securities by credit quality.  The index may include U.S. dollar-denominated bonds issued by foreign issuers.  Securities in the index are updated on the last business day of each month.  The fund seeks to maintain a dollar-weighted average maturity consistent with that of the index.  As of [          ], the dollar-weighted average maturity of the index was [   ] years.

Under normal circumstances, in seeking to match the index’s performance, the fund generally purchases a representative sample of the securities comprising the index.  By using a sampling process, the fund typically will not invest in all of the securities in the index.  The fund may also fully replicate the index when determined to be in the best interest of the fund in pursuing its objective.

24


 
 

In seeking to track the index, the fund’s assets will generally be concentrated in an industry or group of industries to the extent that the index concentrates in a particular industry or group of industries.  As of [October 31], 2019, [33.9]% of the index was represented by the [banking] industry.

The fund is classified as diversified under the Investment Company Act of 1940, as amended (1940 Act); however, the fund may become non-diversified solely as a result of a changes in the composition of the index (e.g., changes in weightings of one or more component securities).  When the fund is non-diversified, it may invest a relatively high percentage of its assets in a limited number of issuers.

The fund is not sponsored, endorsed, sold or promoted by Bloomberg Index Services Limited (index provider) and the index provider makes no representation regarding the advisability of investing in the fund.

Principal Risks

An investment in the fund is not a bank deposit.  It is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency.  It is not a complete investment program. The fund’s share price fluctuates, sometimes dramatically, which means you could lose money. 

·  Fixed-income market risk.  The market value of a fixed-income security may decline due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally.  The fixed-income securities market can be susceptible to increases in volatility and decreases in liquidity.  Liquidity can decline unpredictably in response to overall economic conditions or credit tightening.  Increases in volatility and decreases in liquidity may be caused by a rise in interest rates (or the expectation of a rise in interest rates).  An unexpected increase in fund redemption requests, including requests from shareholders who may own a significant percentage of the fund’s shares, which may be triggered by market turmoil or an increase in interest rates, could cause the fund to sell its holdings at a loss or at undesirable prices and adversely affect the fund’s share price and increase the fund’s liquidity risk, fund expenses and/or taxable distributions.

·  Interest rate risk.  Prices of bonds and other fixed rate fixed-income securities tend to move inversely with changes in interest rates.  Typically, a rise in rates will adversely affect fixed-income securities and, accordingly, will cause the value of the fund’s investments in these securities to decline.  During periods of very low interest rates, which occur from time to time due to market forces or actions of governments and/or their central banks, including the Board of Governors of the Federal Reserve System in the U.S., the fund may be subject to a greater risk of principal decline from rising interest rates.  When interest rates fall, the fund’s investments in new securities may be at lower yields and may reduce the fund’s income.  The magnitude of these fluctuations in the market price of fixed-income securities is generally greater for securities with longer effective maturities and durations because such instruments do not mature, reset interest rates or become callable for longer periods of time.  Duration is an indication of an investment’s “interest rate risk,” or how sensitive a bond or the fund’s portfolio may be to changes in interest rates.  The change in the value of a fixed-income security or portfolio can be approximated by multiplying its duration by a change in interest rates. 

·  Credit risk.  Failure of an issuer of a security to make timely interest or principal payments when due, or a decline or perception of a decline in the credit quality of the security, can cause the security’s price to fall.  The lower a security’s credit rating, the greater the chance that the issuer of the security will default or fail to meet its payment obligations.

·  Indexing strategy risk.  The fund uses an indexing strategy.  It does not attempt to manage market volatility, use defensive strategies or reduce the effects of any long-term periods of poor index performance.  The correlation between fund and index performance may be affected by the fund’s expenses, changes in securities markets, changes in the composition of the index and the timing of purchases and redemptions of fund shares.

·  Index sampling risk.  The fund’s use of sampling techniques will result in it holding a smaller number of securities than are in the index, and the fund may not track the index as closely as it would if it were fully replicating the index.  

·  Foreign investment risk.  To the extent the fund invests in foreign securities, the fund’s performance will be influenced by political, social and economic factors affecting investments in foreign issuers.  Special risks associated with investments in foreign issuers include exposure to currency fluctuations, less liquidity, less developed or less efficient trading markets, lack of comprehensive company information, political and economic instability and differing auditing and legal standards.  To the extent securities held by the fund trade in a market that is closed when the exchange on which the fund’s shares trade is open, there may be deviations between the current price of a security and the last quoted price for the security in the closed foreign market. These deviations could result in the fund experiencing premiums or discounts greater than those of ETFs that invest in domestic securities

25


 
 

·  Banking companies risk. The performance of bank stocks may be affected by extensive governmental regulation which may limit both the amounts and types of loans and other financial commitments they can make, and the interest rates and fees they can charge and the amount of capital they must maintain. Profitability is largely dependent on the availability and cost of capital funds, and can fluctuate significantly when interest rates change. Credit losses resulting from financial difficulties of borrowers can negatively impact banking companies. Banks may also be subject to severe price competition. Competition is high among banking companies and failure to maintain or increase market share may result in lost market value.

·  Liquidity risk.  When there is little or no active trading market for specific types of securities, it can become more difficult to sell the securities in a timely manner at or near their perceived value.  In such a market, the value of such securities and the fund’s share price may fall dramatically, even during periods of declining interest rates.  Investments that are illiquid or that trade in lower volumes may be more difficult to value.  Investments in foreign securities tend to have greater exposure to liquidity risk than domestic securities. 

·  Issuer risk.  A security’s market value may decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer’s products or services, or factors that affect the issuer’s industry, such as labor shortages or increased production costs and competitive conditions within an industry.

·  Portfolio turnover risk.  The fund may engage in frequent trading of its portfolio securities in connection with index rebalancing, which could produce higher transaction costs and taxable distributions, and lower the fund’s after-tax performance.

·  Fluctuation of net asset value, share premiums and discounts risk.As with all exchange-traded funds, fund shares may be bought and sold in the secondary market at market prices. The trading prices of fund shares in the secondary market may differ from the fund’s daily net asset value per share and there may be times when the market price of the shares is more than the net asset value per share (premium) or less than the net asset value per share (discount). This risk is heightened in times of market volatility or periods of steep market declines.

·  Non-diversification risk.  To the extent the fund is non-diversified, the fund may invest a relatively high percentage of its assets in a limited number of issuers.  Therefore, when the fund is non-diversified, the fund’s performance may be more vulnerable to changes in the market value of a single issuer or group of issuers and more susceptible to risks associated with a single economic, political or regulatory occurrence than when the fund’s invested assets are diversified.

·  New fund risk.  The fund is newly organized with limited operating history and there can be no assurance that the fund will grow to or maintain sufficient assets to achieve investment and trading efficiencies.

Performance

The fund does not have a full calendar year of performance.  Once the fund has completed a full calendar year of operations, a bar chart and table will be included that will provide some indication of the risks of investing in the fund by showing the variability of the fund’s returns and comparing the fund’s performance to its benchmark index.  The fund’s performance is not necessarily indicative of how the fund will perform in the future.  More information related to performance information may be available at www.im.bnymellon.com.

Portfolio Management

 


The fund’s investment adviser is BNY Mellon ETF Investment Adviser, LLC (Adviser).  The Adviser has engaged its affiliate, Mellon Investments Corporation (Mellon), to serve as the fund’s sub-adviser.  


Gregory A. Lee, CFA, and Nancy G. Rogers, CFA, are the primary portfolio managers of the fund.  Each portfolio manager has been a primary portfolio manager of the fund since its inception in [                  ].  Mr. Lee is a Director, Senior Portfolio Manager at Mellon.  Ms. Rogers is a Director, Head of Fixed Income Index Portfolio Management at Mellon.    

Purchase and Sale of Fund Shares

The fund will issue (or redeem) fund shares to certain institutional investors known as “Authorized Participants” (typically market makers or other broker-dealers) only in large blocks of [                           ] fund shares known as “Creation Units.” Creation Unit transactions are conducted in exchange for the deposit or delivery of a designated portfolio of in-kind securities and/or cash constituting a substantial replication, or a representation, of the securities included in the fund’s benchmark index.

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Individual fund shares may only be purchased and sold on the [                 ], other national securities exchanges, electronic crossing networks and other alternative trading systems through your broker-dealer at market prices. Because fund shares trade at market prices rather than at net asset value (NAV), fund shares may trade at a price greater than NAV (premium) or less than NAV (discount).

Tax Information

The fund’s distributions are taxable as ordinary income or capital gains, except when your investment is through an IRA, Retirement Plan or other U.S. tax-advantaged investment plan (in which case you may be taxed upon withdrawal of your investment from such account).

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase fund shares through a broker-dealer or other financial intermediary (such as a bank), the Adviser or its affiliates may pay the financial intermediary for certain activities related to the fund, including educational training programs, conferences, the development of technology platforms and reporting systems, or other services related to the sale or promotion of the fund. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

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Fund Summary

 

BNY Mellon High Yield Beta ETF

Investment Objective

The fund seeks to match the performance of the Bloomberg Barclays US Corporate High Yield Bond Index.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund.  This table and the Example below reflect the expenses of the fund and do not reflect brokerage commissions you may pay on purchases and sales of fund shares.

 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Management fees

 

 

[    ]

Distribution and service (12b-1) fees

 

 

None

Other expenses1

 

 

[    ]

Total annual fund operating expenses

 

 

[    ]

1 “Other expenses” are based on estimated amounts for the current fiscal year.

 

Example

The Example is intended to help you compare the cost of investing in the fund with the cost of investing in other funds.  The Example assumes that you invest $10,000 in the fund for the time periods indicated and then hold or redeem all of your shares at the end of those periods.  The Example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same.  Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

1 Year

3 Years

$[    ]

$[    ]

 

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio).  A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the Example, affect the fund’s performance.  The fund is new and does not yet have a portfolio turnover rate to disclose.

Principal Investment Strategy

To pursue its goal, the fund normally invests substantially all of its assets in bonds comprising the Bloomberg Barclays US Corporate High Yield Bond Index and derivatives with economic characteristics similar to such bonds or the index.  The fund’s derivatives investments may include futures, total return swaps and structured notes.

The Bloomberg Barclays US Corporate High Yield Bond Index is designed to measure the U.S. dollar-denominated, high yield (junk), fixed-rate, taxable corporate bond market.  Bonds included in the index must have $150 million or more par amount outstanding and at least one year until final maturity.  Bonds are classified as high yield if the middle rating of Moody’s, Fitch and S&P is Ba1/BB+/BB+ or below.  When a rating from only two agencies is available, the lower is used; when only one agency rates a bond, that rating is used.  In cases where explicit bond level ratings may not be available, the index provider may use other sources to classify securities by credit quality.  The index may include U.S. dollar-denominated bonds issued by foreign issuers.  Securities in the index are updated on the last business day of each month.  The fund seeks to maintain a dollar-weighted average maturity consistent with that of the index.  As of [         ], the dollar-weighted average maturity of the index was [  ] years.

Under normal circumstances, in seeking to match the index’s performance, the fund generally purchases a representative sample of the securities comprising the index.  By using a sampling process, the fund typically will not invest in all of the securities in the index.  The fund may also fully replicate the index when determined to be in the best interest of the fund in pursuing its objective.

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In seeking to track the index, the fund’s assets will generally be concentrated in an industry or group of industries to the extent that the index concentrates in a particular industry or group of industries.  As of [ ], 2019, [ ]% of the index was represented by the [                        ] industry/sector.

The fund is classified as diversified under the Investment Company Act of 1940, as amended (1940 Act); however, the fund may become non-diversified solely as a result of a changes in the composition of the index (e.g., changes in weightings of one or more component securities).  When the fund is non-diversified, it may invest a relatively high percentage of its assets in a limited number of issuers.

The fund is not sponsored, endorsed, sold or promoted by Bloomberg Index Services Limited (index provider) and the index provider makes no representation regarding the advisability of investing in the fund.

Principal Risks

An investment in the fund is not a bank deposit.  It is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency.  It is not a complete investment program. The fund’s share price fluctuates, sometimes dramatically, which means you could lose money. 

·  Fixed-income market risk.  The market value of a fixed-income security may decline due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally.  The fixed-income securities market can be susceptible to increases in volatility and decreases in liquidity.  Liquidity can decline unpredictably in response to overall economic conditions or credit tightening.  Increases in volatility and decreases in liquidity may be caused by a rise in interest rates (or the expectation of a rise in interest rates).  An unexpected increase in fund redemption requests, including requests from shareholders who may own a significant percentage of the fund’s shares, which may be triggered by market turmoil or an increase in interest rates, could cause the fund to sell its holdings at a loss or at undesirable prices and adversely affect the fund’s share price and increase the fund’s liquidity risk, fund expenses and/or taxable distributions.

·  Interest rate risk.  Prices of bonds and other fixed rate fixed-income securities tend to move inversely with changes in interest rates.  Typically, a rise in rates will adversely affect fixed-income securities and, accordingly, will cause the value of the fund’s investments in these securities to decline.  During periods of very low interest rates, which occur from time to time due to market forces or actions of governments and/or their central banks, including the Board of Governors of the Federal Reserve System in the U.S., the fund may be subject to a greater risk of principal decline from rising interest rates.  When interest rates fall, the fund’s investments in new securities may be at lower yields and may reduce the fund’s income.  The magnitude of these fluctuations in the market price of fixed-income securities is generally greater for securities with longer effective maturities and durations because such instruments do not mature, reset interest rates or become callable for longer periods of time.  Duration is an indication of an investment’s “interest rate risk,” or how sensitive a bond or the fund’s portfolio may be to changes in interest rates.  The change in the value of a fixed-income security or portfolio can be approximated by multiplying its duration by a change in interest rates. 

·  Credit risk.  Failure of an issuer of a security to make timely interest or principal payments when due, or a decline or perception of a decline in the credit quality of the security, can cause the security’s price to fall.  The lower a security’s credit rating, the greater the chance that the issuer of the security will default or fail to meet its payment obligations.

·  High yield securities risk.  High yield (junk) securities involve greater credit risk, including the risk of default, than investment grade securities, and are considered predominantly speculative with respect to the issuer’s ability to make principal and interest payments.  The prices of high yield securities can fall in response to bad news about the issuer or its industry, or the economy in general, to a greater extent than those of higher rated securities.

·  Indexing strategy risk.  The fund uses an indexing strategy.  It does not attempt to manage market volatility, use defensive strategies or reduce the effects of any long-term periods of poor index performance.  The correlation between fund and index performance may be affected by the fund’s expenses, changes in securities markets, changes in the composition of the index and the timing of purchases and redemptions of fund shares.

·  Index sampling risk.  The fund’s use of sampling techniques will result in it holding a smaller number of securities than are in the index, and the fund may not track the index as closely as it would if it were fully replicating the index.  

·  Foreign investment risk.  To the extent the fund invests in foreign securities, the fund’s performance will be influenced by political, social and economic factors affecting investments in foreign issuers.  Special risks associated with investments in foreign issuers include exposure to currency fluctuations, less liquidity, less developed or less efficient trading markets, lack of comprehensive company information, political and economic instability and differing auditing and legal standards.  To the extent securities held by the fund trade in a market that is closed when the exchange on which the fund’s shares trade is open, there may be deviations between the current price of a security and the last quoted price for the security in the closed foreign market. These deviations could result in the fund experiencing premiums or discounts greater than those of ETFs that invest in domestic securities. 

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·  Privately-issued securities risk.  Privately-issued securities, including those that are normally purchased pursuant to Rule 144A or Regulation S promulgated under the 1933 Act, are securities that have not been registered under the 1933 Act and as a result may be subject to legal restrictions on resale.  Privately-issued securities are generally not traded on established markets.  As a result of the absence of a public trading market, privately issued securities may be deemed to be illiquid investments, may be more difficult to value than publicly traded securities and may be subject to wide fluctuations in value.  Delay or difficulty in selling such securities may result in a loss to the fund.

·  Liquidity risk.  When there is little or no active trading market for specific types of securities, it can become more difficult to sell the securities in a timely manner at or near their perceived value.  In such a market, the value of such securities and the fund’s share price may fall dramatically, even during periods of declining interest rates.  Investments that are illiquid or that trade in lower volumes may be more difficult to value.  Investments in foreign securities tend to have greater exposure to liquidity risk than domestic securities. 

·  Issuer risk.  A security’s market value may decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer’s products or services, or factors that affect the issuer’s industry, such as labor shortages or increased production costs and competitive conditions within an industry.

·  Portfolio turnover risk.  The fund may engage in frequent trading of its portfolio securities in connection with index rebalancing, which could produce higher transaction costs and taxable distributions, and lower the fund’s after-tax performance.

·  Derivatives risk.  A small investment in derivatives could have a potentially large impact on the fund’s performance.  The use of derivatives involves risks different from, or possibly greater than, the risks associated with investing directly in the underlying assets, and the fund’s use of derivatives may result in losses to the fund.  Derivatives in which the fund may invest can be highly volatile, illiquid and difficult to value, and there is the risk that changes in the value of a derivative held by the fund will not correlate with the underlying assets or the fund’s other investments in the manner intended.  Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment, and involve greater risks than the underlying assets because, in addition to general market risks, they are subject to liquidity risk, credit and counterparty risk (failure of the counterparty to the derivatives transaction to honor its obligation) and pricing risk (risk that the derivative cannot or will not be accurately valued).  Future rules and regulations of the Securities and Exchange Commission (SEC) may require the fund to alter, perhaps materially, its use of derivatives. Certain derivatives in which the fund may invest may reference the London Interbank Offered Rate (LIBOR).  On July 27, 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021. There remains uncertainty regarding the future of LIBOR and the nature of any replacement rate.  The unavailability and/or discontinuation of LIBOR could have adverse impacts on derivatives that reference LIBOR, may affect the value, liquidity or return on such derivatives and may result in costs incurred by the fund in connection with closing out positions and entering into new positions.

·  Fluctuation of net asset value, share premiums and discounts risk. As with all exchange-traded funds, fund shares may be bought and sold in the secondary market at market prices. The trading prices of fund shares in the secondary market may differ from the fund’s daily net asset value per share and there may be times when the market price of the shares is more than the net asset value per share (premium) or less than the net asset value per share (discount). This risk is heightened in times of market volatility or periods of steep market declines.

·  Non-diversification risk.  To the extent the fund is non-diversified, the fund may invest a relatively high percentage of its assets in a limited number of issuers.  Therefore, when the fund is non-diversified, the fund’s performance may be more vulnerable to changes in the market value of a single issuer or group of issuers and more susceptible to risks associated with a single economic, political or regulatory occurrence than when the fund’s invested assets are diversified.

·  New fund risk.  The fund is newly organized with limited operating history and there can be no assurance that the fund will grow to or maintain sufficient assets to achieve investment and trading efficiencies.

Performance

The fund does not have a full calendar year of performance.  Once the fund has completed a full calendar year of operations, a bar chart and table will be included that will provide some indication of the risks of investing in the fund by showing the variability of the fund’s returns and comparing the fund’s performance to its benchmark index.  The fund’s performance is not necessarily indicative of how the fund will perform in the future.  More information related to performance information may be available at www.im.bnymellon.com.

30


 
 

 

Portfolio Management

The fund’s investment adviser is BNY Mellon ETF Investment Adviser, LLC (Adviser).  The Adviser has engaged its affiliate, Mellon Investments Corporation (Mellon), to serve as the fund’s sub-adviser.  


Paul Benson, CFA, CAIA, Manuel Hayes, and Stephanie Shu, CFA, are the fund’s primary portfolio managers and have been the fund’s primary portfolio managers since its inception in [         ].  Mr. Benson is a Managing Director, Head of Multi-Factor Fixed Income at Mellon.  Mr. Hayes is a Director, Senior Portfolio Manager at Mellon.  Ms. Shu is a Director, Senior Portfolio Manager at Mellon.   

Purchase and Sale of Fund Shares

The fund will issue (or redeem) fund shares to certain institutional investors known as “Authorized Participants” (typically market makers or other broker-dealers) only in large blocks of [                           ] fund shares known as “Creation Units.” Creation Unit transactions are conducted in exchange for the deposit or delivery of a designated portfolio of in-kind securities and/or cash constituting a substantial replication, or a representation, of the securities included in the fund’s benchmark index.

Individual fund shares may only be purchased and sold on the [                 ], other national securities exchanges, electronic crossing networks and other alternative trading systems through your broker-dealer at market prices. Because fund shares trade at market prices rather than at net asset value (NAV), fund shares may trade at a price greater than NAV (premium) or less than NAV (discount).

Tax Information

The fund’s distributions are taxable as ordinary income or capital gains, except when your investment is through an IRA, Retirement Plan or other U.S. tax-advantaged investment plan (in which case you may be taxed upon withdrawal of your investment from such account).

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase fund shares through a broker-dealer or other financial intermediary (such as a bank), the Adviser or its affiliates may pay the financial intermediary for certain activities related to the fund, including educational training programs, conferences, the development of technology platforms and reporting systems, or other services related to the sale or promotion of the fund. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

 

31


 
 
Fund Details

Goal and Approach

The funds invest in various types of securities using an indexing approach.  Each fund’s investment objective is to seek to match the performance of its respective underlying index, as described in the following pages.  A number of factors may affect a fund’s ability to achieve a high degree of correlation with its underlying index, and there can be no guarantee that a fund will achieve a high degree of correlation.  For example, a fund may not be able to achieve a high degree of correlation with its underlying index when there are practical difficulties or substantial costs involved in compiling a portfolio of securities to follow the underlying index, when a security in the underlying index becomes temporarily illiquid, unavailable or less liquid, or legal restrictions exist that prohibit the fund from investing in a security in the underlying index.  Each fund’s investment objective, strategies and underlying index may be changed without shareholder approval. 

In managing the portfolios, the funds do not rely on the professional judgment of a portfolio manager for decisions about asset allocation or securities selections, as do actively managed funds.  Instead, each fund looks to its respective index in determining which securities to hold, and in what proportion, using an indexing approach.  Indexing has the potential to eliminate some of the risks of active management, and to increase an investor’s after-tax performance.  At the same time, indexing also means that a fund does not have the option of changing its strategy, even at times when it may appear advantageous to do so.

For the BNY Mellon US Large Cap Core Equity ETF, BNY Mellon US Mid Cap Core Equity ETF, BNY Mellon US Small Cap Core Equity ETF and BNY Mellon International Equity ETF, Mellon, as sub-adviser, anticipates that, under normal circumstances, each fund will hold all of the securities that comprise its respective index in proportion to their weightings in such index.  However, under various circumstances, it may not be possible or practicable to purchase all of those securities in those weightings.  In these circumstances, each of these funds may utilize a sampling strategy to track its respective index.  For the BNY Mellon Emerging Markets Equity ETF, BNY Mellon Core Bond ETF, BNY Mellon Short Duration Corporate Bond ETF and BNY Mellon High Yield Beta ETF, Mellon, as sub-adviser, anticipates that, under normal circumstances, each of these funds will use a sampling strategy to select securities so that the fund has investment characteristics that closely approximate those of the index.  However, each fund may fully replicate the index when it is determined to be in the best interest of the fund in pursuing its objective.  Sampling means that Mellon uses quantitative analysis to select securities, including securities in the index, outside of the index and derivatives that have a similar investment profile as the index in terms of key risk factors, performance attributes and other economic characteristics.  By using a sampling process, a fund typically will not invest in all of the securities in the index.

There also may be instances in which Mellon, as sub-adviser, may choose to underweight or overweight a security in a fund’s index, purchase securities not in a fund’s index that Mellon believes are appropriate to substitute for certain securities in such index or utilize various combinations of other available investment techniques in seeking to replicate, as closely as possible, the performance of a fund’s index. Each fund may sell securities that are represented in its respective index in anticipation of their removal from such index or purchase securities not represented in such index in anticipation of their addition.  In certain situations or market conditions, a fund may temporarily depart from its normal investment policies and strategies, provided that the alternative is consistent with the fund’s investment objective and is in the best interest of the fund.  For example, a fund may make larger than normal investments in futures or other derivatives to maintain exposure to its index if it is unable to invest directly in a component security.

Throughout this prospectus, references to the “fund” apply to all of the funds, unless otherwise noted.

BNY Mellon US Large Cap Core Equity ETF

The fund seeks to match the performance of the Morningstar® US Large Cap IndexSM.  To pursue its goal, the fund normally invests substantially all of its assets in equity securities comprising the index.  The fund  may also invest in ETFs providing exposure to securities included in the index and futures with economic characteristics similar to such securities or the index.  Under normal circumstances, the fund will invest at least 80% of its net assets, plus any borrowings for investment purposes, in equity securities of large-capitalization U.S. companies, ETFs providing exposure to such securities, and derivatives with economic characteristics similar to such securities.  The fund’s policy with respect to the investment of 80% of its net assets may be changed by the fund’s board, upon 60 days’ prior notice to shareholders.  The fund considers large-capitalization companies to be companies with market capitalizations within the range of market capitalization of companies included in the Morningstar® US Large Cap IndexSM.  As of [       ], 2019, the float market capitalization range of companies included in the Morningstar® US Large Cap IndexSM was $[      ] to $[     ].

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The Morningstar® US Large Cap IndexSM is a float-adjusted market capitalization weighted index designed to measure the performance of U.S. large-capitalization stocks.  The index’s initial universe of eligible securities includes common stock, tracking stock and shares of real estate investment trusts (REITs) issued by U.S. companies and traded on the New York Stock Exchange, NASDAQ or NYSE Market LLC.  At each reconstitution, the initial universe is screened to exclude securities based on the number of non-trading days in the preceding quarter and trading volume during the preceding six-month period.  The remaining securities represent the investable universe.  The index includes the securities of companies whose cumulative total market capitalization represents approximately the top 70% of the investable universe.  The index rebalances quarterly in March, June, September and December, and reconstitutes semi-annually in June and December.

Under normal circumstances, the fund generally invests in all of the stocks in the index in proportion to their weighting in the index.  However, the fund may invest in a representative sample of the index if replicating the index could be detrimental or disadvantageous to shareholders, such as when there are practical difficulties or substantial costs involved in compiling a portfolio of equity securities to replicate the index, in instances in which a security in the index becomes temporarily illiquid, unavailable or less liquid, or as a result of legal restrictions or limitations (such as tax diversification requirements) that apply to the fund but not the index. 

The fund attempts to have a correlation between its performance and that of the index of at least .95, before fees and expenses.  A correlation of 1.00 would mean that the fund and the index were perfectly correlated.

In seeking to track the index, the fund’s assets will generally be concentrated in an industry or group of industries to the extent that the index concentrates in a particular industry or group of industries.  As of [ ], 2019, [ ]% of the index was represented by the [                        ] industry/sector.

The fund is classified as diversified under the 1940 Act; however, the fund may become non-diversified solely as a result of a changes in the composition of the index (e.g., changes in weightings of one or more component securities).  When the fund is non-diversified, it may invest a relatively high percentage of its assets in a limited number of issuers.

The fund may lend its portfolio securities to brokers, dealers and other financial institutions needing to borrow securities to complete certain transactions.  Loans of portfolio securities may not exceed 33-1/3% of the value of the fund’s total assets.

The fund is not sponsored, endorsed, sold or promoted by Morningstar, Inc. (index provider) and the index provider makes no representation regarding the advisability of investing in the fund.

BNY Mellon US Mid Cap Core Equity ETF

The fund seeks to match the performance of the Morningstar® US Mid Cap IndexSM.  To pursue its goal, the fund normally invests substantially all of its assets in equity securities comprising the index.  The fund may also invest in ETFs providing exposure to securities included in the index and futures with economic characteristics similar to such securities or the index.  Under normal circumstances, the fund will invest at least 80% of its net assets, plus any borrowings for investment purposes, in equity securities of medium-capitalization U.S. companies, ETFs providing exposure to such securities, and derivatives with economic characteristics similar to such securities.  The fund’s policy with respect to the investment of 80% of its net assets may be changed by the fund’s board, upon 60 days’ prior notice to shareholders.  The fund considers medium-capitalization companies to be companies with market capitalizations within the range of market capitalization of companies included in the Morningstar® US Mid Cap IndexSM.  As of [       ], 2019, the float market capitalization range of companies included in the Morningstar® US Mid Cap IndexSM was $[      ] to $[     ].

The Morningstar® US Mid Cap IndexSM is a float-adjusted market capitalization weighted index designed to measure the performance of U.S. medium-capitalization stocks.  The index’s initial universe of eligible securities includes common stock, tracking stock and shares of real estate investment trusts (REITs) issued by U.S. companies and traded on the New York Stock Exchange, NASDAQ or NYSE Market LLC.  At each reconstitution, the initial universe is screened to exclude securities based on the number of non-trading days in the preceding quarter and trading volume during the preceding six-month period.  The remaining securities represent the investable universe.  The index includes the securities of companies whose cumulative total market capitalization falls approximately between the bottom 10%-30% of the investable universe.  The index rebalances quarterly in March, June, September and December, and reconstitutes semi-annually in June and December.

Under normal circumstances, the fund generally invests in all of the stocks in the index in proportion to their weighting in the index.  However, the fund may invest in a representative sample of the index if replicating the index could be detrimental or disadvantageous to shareholders, such as when there are practical difficulties or substantial costs involved in compiling a portfolio of equity securities to replicate the index, in instances in which a security in the index becomes temporarily illiquid, unavailable or less liquid, or as a result of legal restrictions or limitations (such as tax diversification requirements) that apply to the fund but not the index. 

33


 
 

The fund attempts to have a correlation between its performance and that of the index of at least .95, before fees and expenses.  A correlation of 1.00 would mean that the fund and the index were perfectly correlated.

In seeking to track the index, the fund’s assets will generally be concentrated in an industry or group of industries to the extent that the index concentrates in a particular industry or group of industries.  As of [ ], 2019, [ ]% of the index was represented by the [                        ] industry/sector.

The fund is classified as diversified under the 1940 Act; however, the fund may become non-diversified solely as a result of a changes in the composition of the index (e.g., changes in weightings of one or more component securities).  When the fund is non-diversified, it may invest a relatively high percentage of its assets in a limited number of issuers.

The fund may lend its portfolio securities to brokers, dealers and other financial institutions needing to borrow securities to complete certain transactions.  Loans of portfolio securities may not exceed 33-1/3% of the value of the fund’s total assets.

The fund is not sponsored, endorsed, sold or promoted by Morningstar, Inc. (index provider) and the index provider makes no representation regarding the advisability of investing in the fund.

BNY Mellon US Small Cap Core Equity ETF

The fund seeks to match the performance of the Morningstar® US Small Cap IndexSM.  To pursue its goal, the fund normally invests substantially all of its assets in equity securities comprising the index.  The fund may also invest in ETFs providing exposure to securities included in the index and futures with economic characteristics similar to such securities or the index.  Under normal circumstances, the fund will invest at least 80% of its net assets, plus any borrowings for investment purposes, in equity securities of small-capitalization U.S. companies, ETFs providing exposure to such securities, and derivatives with economic characteristics similar to such securities.  The fund’s policy with respect to the investment of 80% of its net assets may be changed by the fund’s board, upon 60 days’ prior notice to shareholders.  The fund considers small-capitalization companies to be companies with market capitalizations within the range of market capitalization of companies included in the Morningstar® US Small Cap IndexSM.  As of [       ], 2019, the float market capitalization range of companies included in the Morningstar® US Small Cap IndexSM was $[      ] to $[     ].

The Morningstar® US Small Cap IndexSM is a float-adjusted market capitalization weighted index designed to measure the performance of U.S. small-capitalization stocks.  The index’s initial universe of eligible securities includes common stock, tracking stock and shares of real estate investment trusts (REITs) issued by U.S. companies and traded on the New York Stock Exchange, NASDAQ or NYSE Market LLC.  At each reconstitution, the initial universe is screened to exclude securities based on the number of non-trading days in the preceding quarter and trading volume during the preceding six-month period.  The remaining securities represent the investable universe.  The index includes the securities of companies whose cumulative total market capitalization represents approximately the bottom 3%-10% of the investable universe.  The index rebalances quarterly in March, June, September and December, and reconstitutes semi-annually in June and December.

Under normal circumstances, the fund generally invests in all of the stocks in the index in proportion to their weighting in the index.  However, the fund may invest in a representative sample of the index if replicating the index could be detrimental or disadvantageous to shareholders, such as when there are practical difficulties or substantial costs involved in compiling a portfolio of equity securities to replicate the index, in instances in which a security in the index becomes temporarily illiquid, unavailable or less liquid, or as a result of legal restrictions or limitations (such as tax diversification requirements) that apply to the fund but not the index.

The fund attempts to have a correlation between its performance and that of the index of at least .95, before fees and expenses. A correlation of 1.00 would mean that the fund and the index were perfectly correlated.

In seeking to track the index, the fund’s assets will generally be concentrated in an industry or group of industries to the extent that the index concentrates in a particular industry or group of industries.  As of [ ], 2019, [ ]% of the index was represented by the [                        ] industry/sector.

The fund is classified as diversified under the 1940 Act; however, the fund may become non-diversified solely as a result of a changes in the composition of the index (e.g., changes in weightings of one or more component securities).  When the fund is non-diversified, it may invest a relatively high percentage of its assets in a limited number of issuers.

The fund may lend its portfolio securities to brokers, dealers and other financial institutions needing to borrow securities to complete certain transactions.  Loans of portfolio securities may not exceed 33-1/3% of the value of the fund’s total assets.

The fund is not sponsored, endorsed, sold or promoted by Morningstar, Inc. (index provider) and the index provider makes no representation regarding the advisability of investing in the fund.

34


 
 

BNY Mellon International Equity ETF

The fund seeks to match the performance of the Morningstar® Developed Markets ex-US Large Cap IndexSM.  To pursue its goal, the fund normally invests substantially all of its assets in equity securities comprising the index, depositary receipts based on securities comprising the index, ETFs providing exposure to such securities, and derivatives with economic characteristics similar to such securities or the index.  The fund’s derivatives investments may include futures, currency forwards, total return swaps and structured notes.  Under normal circumstances, the fund will invest at least 80% of its net assets, plus any borrowings for investment purposes, in equity securities, ETFs providing exposure to such securities, and derivatives with economic characteristics similar to such securities.  The fund’s policy with respect to the investment of 80% of its net assets may be changed by the fund’s board, upon 60 days’ prior notice to shareholders.  As of [    ], 2019, the float market capitalization range of companies included in the Morningstar® Developed Markets ex-US Large Cap IndexSM was $[        ] to $[     ].

The Morningstar® Developed Markets ex-US Large Cap IndexSM is a float-adjusted market capitalization weighted index designed to measure the performance of developed market (excluding the United States) large-capitalization stocks.  A country is considered developed if it meets the following criteria:  (i) its annual per capita gross national income falls in the World Bank’s high-income category for the most recent three years; (ii) it has not had any broad-based discriminatory controls against non-domiciled investors for the most recent three years; and (iii) its stock markets exhibit the following characteristics:  transparency, market regulation, operational efficiency, and the absence of broad-based investment restrictions.  The index’s initial universe of eligible securities includes equity securities (including common stock, preferred stock and shares of REITs), issued by developed market companies (excluding the United States) and traded on a major foreign exchange.  At each reconstitution, the initial universe is screened to exclude securities based on the number of non-trading days in the preceding quarter, monthly dollar traded value and turnover during the preceding six-month period, and market capitalization.  The index includes large capitalization securities from each eligible country, targeting the top 70% of stocks by market capitalization from each eligible country.  The index rebalances quarterly in March, June, September and December, and reconstitutes semi-annually in June and December.

Under normal circumstances, the fund generally invests in all of the stocks in the index in proportion to their weighting in the index.  However, the fund may invest in a representative sample of the index if replicating the index could be detrimental or disadvantageous to shareholders, such as when there are practical difficulties or substantial costs involved in compiling a portfolio of equity securities to replicate the index, in instances in which a security in the index becomes temporarily illiquid, unavailable or less liquid, or as a result of legal restrictions or limitations (such as tax diversification requirements) that apply to the fund but not the index. 

The fund attempts to have a correlation between its performance and that of the index of at least .95, before fees and expenses.  A correlation of 1.00 would mean that the fund and the index were perfectly correlated.

In seeking to track the index, the fund’s assets will generally be concentrated in an industry or group of industries to the extent that the index concentrates in a particular industry or group of industries.  In addition, a significant portion of the fund’s assets will generally be focused in a country or region to the extent the index is focused in a particular country or region.  As of [ ], 2019, [      ]% of the index was represented by the [                        ] industry/sector and the index had significant exposure to the [COUNTRY/REGION].

The fund is classified as diversified under the 1940 Act; however, the fund may become non-diversified solely as a result of a changes in the composition of the index (e.g., changes in weightings of one or more component securities).  When the fund is non-diversified, it may invest a relatively high percentage of its assets in a limited number of issuers.

The fund may lend its portfolio securities to brokers, dealers and other financial institutions needing to borrow securities to complete certain transactions.  Loans of portfolio securities may not exceed 33-1/3% of the value of the fund’s total assets.

 The fund is not sponsored, endorsed, sold or promoted by Morningstar, Inc. (index provider) and the index provider makes no representation regarding the advisability of investing in the fund.

BNY Mellon Emerging Markets Equity ETF

The fund seeks to match the performance of the Morningstar® Emerging Markets Large Cap IndexSM.  To pursue its goal, the fund normally invests substantially all of its assets in equity securities comprising the index, depositary receipts based on securities comprising the index, ETFs providing exposure to such securities, and derivatives with economic characteristics similar to such securities or the index.  The fund’s derivatives investments may include futures, currency forwards, total return swaps and structured notes.  Under normal circumstances, the fund will invest at least 80% of its net assets, plus any borrowings for investment purposes, in equity securities of emerging markets companies, ETFs providing exposure to such securities, and derivatives with economic characteristics similar to such securities.  The fund’s policy with respect to the investment of 80% of its net assets may be changed by the fund’s board, upon 60 days’ prior notice to shareholders.  The fund considers emerging market countries to be countries included in the

35


 
 

Morningstar® Emerging Markets Large Cap IndexSM.  As of [              ], 2019, the float market capitalization range of companies included in the Morningstar® Emerging Markets Large Cap IndexSM was $[   ] to $[     ].

The Morningstar® Emerging Markets Large Cap IndexSM is a float-adjusted market capitalization weighted index designed to measure the performance of emerging market large-capitalization stocks.  A country is considered emerging if:  (i) its annual per capita gross national income does not fall in the World Bank’s high-income category for the most recent three years; (ii) it has had broad-based discriminatory controls against non-domiciled investors during the most recent three years; and (iii) its stock markets do not exhibit any of the following characteristics:  transparency, market regulation, operational efficiency, and the absence of broad-based investment restrictions.  The index’s initial universe of eligible securities includes equity securities (including common stock, preferred stock and shares of REITs), issued by emerging market companies and traded on a major foreign exchange.  At each reconstitution, the initial universe is screened to exclude securities based on the number of non-trading days in the preceding quarter, monthly dollar traded value and turnover during the preceding six-month period, and market capitalization.  The index includes large capitalization securities from each eligible country, targeting the top 70% of stocks by market capitalization from each eligible country.  The index rebalances quarterly in March, June, September and December, and reconstitutes semi-annually in June and December.

Under normal circumstances, in seeking to match the index’s performance, the fund generally purchases a representative sample of the securities comprising the index.  By using a sampling process, the fund typically will not invest in all of the securities in the index.  The fund may also fully replicate the index when determined to be in the best interest of the fund in pursuing its objective.

 The fund attempts to have a correlation between its performance and that of the index of at least .95, before fees and expenses.  A correlation of 1.00 would mean that the fund and the index were perfectly correlated.

In seeking to track the index, the fund’s assets will generally be concentrated in an industry or group of industries to the extent that the index concentrates in a particular industry or group of industries.  In addition, a significant portion of the fund’s assets will generally be focused in a country or region to the extent the index is focused in a particular country or region.  As of [October 31], 2019, [27.4]% of the index was represented by the [Financial Services] sector and the index had significant exposure to [China].

The fund is classified as diversified under the 1940 Act; however, the fund may become non-diversified solely as a result of a changes in the composition of the index (e.g., changes in weightings of one or more component securities).  When the fund is non-diversified, it may invest a relatively high percentage of its assets in a limited number of issuers.

The fund may lend its portfolio securities to brokers, dealers and other financial institutions needing to borrow securities to complete certain transactions.  Loans of portfolio securities may not exceed 33-1/3% of the value of the fund’s total assets.

The fund is not sponsored, endorsed, sold or promoted by Morningstar, Inc. (index provider) and the index provider makes no representation regarding the advisability of investing in the fund.

BNY Mellon Core Bond ETF

The fund seeks to match the performance of the Bloomberg Barclays US Aggregate Bond Index.  To pursue its goal, the fund normally invests substantially all of its assets in bonds comprising the index and TBA transactions (as defined below) representing bonds included in the index.  The fund may also invest in ETFs providing exposure to securities included in the index and derivatives with economic characteristics similar to such securities or the index.  Under normal circumstances, the fund will invest at least 80% of its net assets, plus any borrowings for investment purposes, in bonds, TBA transactions representing bonds, ETFs providing exposure to such securities, and derivatives with economic characteristics similar to such securities.  The fund’s policy with respect to the investment of 80% of its net assets may be changed by the fund’s board, upon 60 days’ prior notice to shareholders.

The Bloomberg Barclays US Aggregate Bond Index is designed to measure the investment grade, U.S. dollar-denominated, fixed-rate taxable bond market.  The index includes Treasuries, government-related and corporate securities, mortgage-backed pass-through securities (agency fixed-rate), commercial mortgage-backed securities (agency and non-agency) and other asset-backed securities having at least one year until final maturity.  Treasury, government-related and corporate securities must have $300 million or more par amount outstanding.  For mortgage-backed pass-through securities, pool aggregates must have $1 billion or more par amount outstanding.  Asset-backed securities must have a minimum deal size of $500 million and a minimum tranche size of $25 million.  Commercial mortgage-backed securities must have a minimum deal size of $500 million with at least $300 million outstanding and a minimum tranche size of $25 million.  To be included in the index, securities must be rated investment grade (Baa3/BBB-/BBB- or higher) using the middle rating of Moody’s, S&P and Fitch.  When a rating from only two agencies is available, the lower is used; when only one agency rates a bond, that rating is used.  In cases where explicit bond level ratings may not be available, the index provider may use other sources to classify securities by credit quality.  The index may include U.S. dollar- denominated bonds issued by foreign issuers.  Securities in the index are updated on the last business day of each month.  The fund seeks to maintain a dollar-weighted average maturity consistent with that of the index.  As of [         ], the dollar-weighted average maturity of the index was [  ] years.

36


 
 

Under normal circumstances, in seeking to match the index’s performance, the fund generally purchases a representative sample of the securities comprising the index.  By using a sampling process, the fund typically will not invest in all of the securities in the index.  The fund may also fully replicate the index when determined to be in the best interest of the fund in pursuing its objective.

As of [October 31, 2019], approximately [26.9]% of the bonds represented in the index were U.S. agency mortgage-backed pass-through securities.  U.S. agency mortgage-backed pass-through securities are securities issued by entities such as Government National Mortgage Association (GNMA) and Federal National Mortgage Association (FNMA) that are backed by pools of mortgages.  Certain transactions in mortgage-backed pass-through securities occur through standardized contracts for future delivery in which the exact mortgage-backed pools to be delivered are not specified until a few days prior to settlement, referred to as a “to-be-announced transaction” or “TBA transaction.”  In a TBA transaction, the buyer and seller agree upon general trade parameters such as agency, settlement date, par amount and price.  The actual pools delivered generally are determined two days prior to the settlement date.  It is anticipated that the fund will generally participate in rolling TBA transactions, but it may also receive pools of mortgages.  TBA transactions are considered bonds for purposes of the 80% investment policy described above.  The fund expects to enter into such contracts on a regular basis.  The fund, pending settlement of such contracts, will invest its assets in high-quality, liquid short term instruments, including shares of affiliated money market funds.

The fund attempts to have a correlation between its performance and that of the index of at least .95, before fees and expenses.  A correlation of 1.00 would mean that the fund and the index were perfectly correlated.

In seeking to track the index, the fund’s assets will generally be concentrated in an industry or group of industries to the extent that the index concentrates in a particular industry or group of industries.  As of [ ], 2019, [ ]% of the index was represented by the [                        ] industry/sector.

The fund is classified as diversified under the 1940 Act; however, the fund may become non-diversified solely as a result of a changes in the composition of the index (e.g., changes in weightings of one or more component securities).  When the fund is non-diversified, it may invest a relatively high percentage of its assets in a limited number of issuers.

The fund may lend its portfolio securities to brokers, dealers and other financial institutions needing to borrow securities to complete certain transactions.  Loans of portfolio securities may not exceed 33-1/3% of the value of the fund’s total assets.

The fund is not sponsored, endorsed, sold or promoted by Bloomberg Index Services Limited (index provider) and the index provider makes no representation regarding the advisability of investing in the fund.

BNY Mellon Short Duration Corporate Bond ETF

The fund seeks to match the performance of the Bloomberg Barclays US 1-5 Year Corporate Bond Index.  To pursue its goal, the fund normally invests substantially all of its assets in bonds comprising the index.  The fund may also invest in ETFs providing exposure to securities included in the index and derivatives with economic characteristics similar to such securities or the index.  Under normal circumstances, the fund will invest at least 80% of its net assets, plus any borrowings for investment purposes, in corporate bonds, ETFs providing exposure to such securities, and derivatives with economic characteristics similar to such securities.  The fund’s policy with respect to the investment of 80% of its net assets may be changed by the fund’s board, upon 60 days’ prior notice to shareholders.     

The Bloomberg Barclays US 1-5 Year Corporate Bond Index is designed to measure the market for investment grade, U.S. dollar-denominated, fixed-rate, taxable corporate bonds with one to five years left to maturity.  To be included in the index, securities must have $300 million or more par amount outstanding and be rated investment grade (Baa3/BBB-/BBB- or higher) using the middle rating of Moody’s, S&P and Fitch.  When a rating from only two agencies is available, the lower is used; when only one agency rates a bond, that rating is used.  In cases where explicit bond level ratings may not be available, the index provider may use other sources to classify securities by credit quality.  The index may include U.S. dollar-denominated bonds issued by foreign issuers.  Securities in the index are updated on the last business day of each month.  The fund seeks to maintain a dollar-weighted average maturity consistent with that of the index.  As of [          ], the dollar-weighted average maturity of the index was [   ] years.

Under normal circumstances, in seeking to match the index’s performance, the fund generally purchases a representative sample of the securities comprising the index.  By using a sampling process, the fund typically will not invest in all of the securities in the index.  The fund may also fully replicate the index when determined to be in the best interest of the fund in pursuing its objective.

37


 
 

The fund attempts to have a correlation between its performance and that of the index of at least .95, before fees and expenses.  A correlation of 1.00 would mean that the fund and the index were perfectly correlated.

In seeking to track the index, the fund’s assets will generally be concentrated in an industry or group of industries to the extent that the index concentrates in a particular industry or group of industries.  As of [October 31], 2019, [33.9]% of the index was represented by the [banking] industry.

The fund is classified as diversified under the 1940 Act; however, the fund may become non-diversified solely as a result of a changes in the composition of the index (e.g., changes in weightings of one or more component securities).  When the fund is non-diversified, it may invest a relatively high percentage of its assets in a limited number of issuers.

The fund may lend its portfolio securities to brokers, dealers and other financial institutions needing to borrow securities to complete certain transactions.  Loans of portfolio securities may not exceed 33-1/3% of the value of the fund’s total assets.

The fund is not sponsored, endorsed, sold or promoted by Bloomberg Index Services Limited (index provider) and the index provider makes no representation regarding the advisability of investing in the fund.

BNY Mellon High Yield Beta ETF

The fund seeks to match the performance of the Bloomberg Barclays US Corporate High Yield Bond Index.  To pursue its goal, the fund normally invests substantially all of its assets in bonds comprising the index and derivatives with economic characteristics similar to such bonds or the index.  The fund’s derivatives investments may include futures, total return swaps and structured notes.  The fund may also invest in ETFs providing exposure to securities included in the index.  Under normal circumstances, the fund will invest at least 80% of its net assets, plus any borrowings for investment purposes, in high yield securities, ETFs providing exposure to such securities, and derivatives with economic characteristics similar to such securities.  The fund’s policy with respect to the investment of 80% of its net assets may be changed by the fund’s board, upon 60 days’ prior notice to shareholders.  The fund considers high yield securities to be securities with ratings that qualify for inclusion in the Bloomberg Barclays US Corporate High Yield Bond Index.  

The Bloomberg Barclays US Corporate High Yield Bond Index is designed to measure the U.S. dollar-denominated, high yield (junk), fixed-rate, taxable corporate bond market.  Bonds included in the index must have $150 million or more par amount outstanding and at least one year until final maturity.  Bonds are classified as high yield if the middle rating of Moody’s, Fitch and S&P is Ba1/BB+/BB+ or below.  When a rating from only two agencies is available, the lower is used; when only one agency rates a bond, that rating is used.  In cases where explicit bond level ratings may not be available, the index provider may use other sources to classify securities by credit quality.  The index may include U.S. dollar-denominated bonds issued by foreign issuers.  Securities in the index are updated on the last business day of each month.  The fund seeks to maintain a dollar-weighted average maturity consistent with that of the index.  As of [         ], the dollar-weighted average maturity of the index was [  ] years.

Under normal circumstances, in seeking to match the index’s performance, the fund generally purchases a representative sample of the securities comprising the index.  By using a sampling process, the fund typically will not invest in all of the securities in the index.  The fund may also fully replicate the index when determined to be in the best interest of the fund in pursuing its objective.

The fund attempts to have a correlation between its performance and that of the index of at least .95, before fees and expenses.  A correlation of 1.00 would mean that the fund and the index were perfectly correlated.

In seeking to track the index, the fund’s assets will generally be concentrated in an industry or group of industries to the extent that the index concentrates in a particular industry or group of industries.  As of [ ], 2019, [ ]% of the index was represented by the [                        ] industry/sector.

The fund is classified as diversified under the 1940 Act; however, the fund may become non-diversified solely as a result of a changes in the composition of the index (e.g., changes in weightings of one or more component securities).  When the fund is non-diversified, it may invest a relatively high percentage of its assets in a limited number of issuers.

The fund may lend its portfolio securities to brokers, dealers and other financial institutions needing to borrow securities to complete certain transactions.  Loans of portfolio securities may not exceed 33-1/3% of the value of the fund’s total assets.

The fund is not sponsored, endorsed, sold or promoted by Bloomberg Index Services Limited (index provider) and the index provider makes no representation regarding the advisability of investing in the fund.

38


 
 

Investment Risks

An investment in a fund is not a bank deposit.  It is not insured or guaranteed by the FDIC or any other government agency.  It is not a complete investment program. The value of your investment in the fund will fluctuate, sometimes dramatically, which means you could lose money.

The table below identifies the principal risks of investing in each fund.

 

 

Fund Name

BNY Mellon US Large Cap Core Equity ETF

BNY Mellon US Mid Cap Core Equity ETF

BNY Mellon US Small Cap Core Equity ETF

BNY Mellon International Equity ETF

BNY Mellon Emerging Markets Equity ETF

BNY Mellon Core Bond ETF

BNY Mellon Short Duration Corporate Bond ETF

BNY Mellon High Yield Beta ETF

ADR risk

 

 

 

X

X

 

 

 

Asset-backed securities risk

 

 

 

 

 

X

 

 

Banking companies risk

 

 

 

 

 

 

X

 

China risk

 

 

 

 

X

 

 

 

Credit risk

 

 

 

 

 

X

X

X

Derivatives risk

 

 

 

X

X

 

 

X

Emerging market risk

 

 

 

 

X

 

 

 

ETF risk

 

 

 

X

X

 

 

 

Financial Services sector risk

 

 

 

 

X

 

 

 

Fixed-income market risk

 

 

 

 

 

X

X

X

Fluctuation of net asset value, share premiums and discounts risk

X

X

X

X

X

X

X

X

Foreign currency risk

 

 

 

X

X

 

 

 

Foreign investment risk

 

 

 

X

X

X

X

X

Futures risk

 

 

 

X

X

 

 

 

Government securities risk

 

 

 

 

 

X

 

 

High yield securities risk

 

 

 

 

 

 

 

X

Index sampling risk

 

 

 

 

X

X

X

X

Indexing strategy risk

X

X

X

X

X

X

X

X

Interest rate risk

 

 

 

 

 

X

X

X

Issuer risk

X

X

X

X

X

X

X

X

Large-cap stock risk

X

 

 

X

X

 

 

 

Liquidity risk

 

 

 

 

X

X

X

X

Mortgage-related securities risk

 

 

 

 

 

X

 

 

New fund risk

X

X

X

X

X

X

X

X

Non-diversification risk

X

X

X

X

X

X

X

X

Portfolio turnover risk

 

 

 

 

 

X

X

X

Preferred stock risk

 

 

 

X

X

 

 

 

Privately-issued securities risk

 

 

 

 

 

 

 

X

REIT risk

X

X

X

X

X

 

 

 

Risks of stock investing

X

X

X

X

X

 

 

 

Small and midsize company risk

 

X

X

 

 

 

 

 

Tracking stock risk

X

X

X

 

 

 

 

 

39


 
 

 

·       ADR risk.  ADRs may be subject to certain of the risks associated with direct investments in the securities of foreign companies, such as currency risk, political and economic risk and market risk, because their values depend on the performance of the non-dollar denominated underlying foreign securities. Certain countries may limit the ability to convert ADRs into the underlying foreign securities and vice versa, which may cause the securities of the foreign company to trade at a discount or premium to the market price of the related ADR. The fund may invest in ADRs through an unsponsored facility where the depositary issues the depositary receipts without an agreement with the company that issues the underlying securities. Holders of unsponsored ADRs generally bear all the costs of such facilities, and the depositary of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited security or to pass through voting rights to the holders of the ADRs with respect to the deposited securities. As a result, available information concerning the issuer may not be as current as for sponsored ADRs, and the prices of unsponsored ADRs may be more volatile than if such instruments were sponsored by the issuer.

·       Asset-backed securities risk.  Asset-backed securities are typically structured like mortgage-related securities, but instead of mortgage loans or interests in mortgage loans, the underlying assets may include, for example, items such as motor vehicle installment sales or installment loan contracts, leases on various types of real and personal property, and receivables from credit card agreements.  General downturns in the economy could cause the value of asset-backed securities to fall. In addition, asset-backed securities present certain risks that are not presented by mortgage-backed securities. Primarily, these securities may provide the fund with a less effective security interest in the related collateral than do mortgage-backed securities. Therefore, there is the possibility that recoveries on the underlying collateral may not, in some cases, be available to support payments on these securities.

·       Banking companies risk. The performance of bank stocks may be affected by extensive governmental regulation which may limit both the amounts and types of loans and other financial commitments they can make, and the interest rates and fees they can charge and the amount of capital they must maintain. Profitability is largely dependent on the availability and cost of capital funds, and can fluctuate significantly when interest rates change. Credit losses resulting from financial difficulties of borrowers can negatively impact banking companies. Banks may also be subject to severe price competition. Competition is high among banking companies and failure to maintain or increase market share may result in lost market value.

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·       China risk.  To the extent the fund’s investments are significantly exposed to issuers located in China, the fund may be particularly exposed to the economy, industries, securities and currency markets of China.  The Chinese economy and markets may be adversely affected by protectionist trade policies, slow economic activity in other Asian countries or worldwide, political and social instability, environmental events and natural disasters, regional and global conflicts, terrorism and war, including actions that are contrary to the interests of the United States. China remains a totalitarian country with continuing risk of nationalization, expropriation or confiscation of property. The legal system is still developing, making it more difficult to obtain and/or enforce judgments. Further, the government could at any time alter or discontinue economic reforms. China’s economy may be dependent on the economies of other Asian countries, many of which are developing countries. In addition, the current political climate and the further escalation of a trade war between China and the United States may have an adverse effect on both the U.S. and Chinese economies, as each country has imposed tariffs on the other country’s products, which could result in inflationary pressure. These actions may also trigger a significant reduction in international trade, the oversupply of certain manufactured goods, substantial price reductions of goods and possible failure of individual companies and/or large segments of China’s export industry, which could have a negative impact on the fund’s performance. Events such as these and their consequences are difficult to predict and it is unclear whether further tariffs may be imposed or other escalating actions may be taken in the future. All of the foregoing risks could increase the fund’s volatility.

·       Credit risk.  Failure of an issuer of a security to make timely interest or principal payments when due, or a decline or perception of a decline in the credit quality of the security, can cause the security’s price to fall, lowering the value of the fund’s investment in such security. The lower a security’s credit rating, the greater the chance that the issuer of the security will default or fail to meet its payment obligations.

·       Derivatives risk.  A small investment in derivatives could have a potentially large impact on the fund’s performance. The use of derivatives involves risks different from, or possibly greater than, the risks associated with investing directly in the underlying assets, and the fund’s use of derivatives may result in losses to the fund and increased portfolio volatility.  Derivatives in which the fund may invest can be highly volatile, illiquid and difficult to value, and there is the risk that changes in the value of a derivative held by the fund will not correlate with the underlying assets or the fund’s other investments in the manner intended.  Derivative instruments, such as over-the-counter swap agreements, forward contracts and other over-the-counter transactions, also involve the risk that a loss may be sustained as a result of the failure of the counterparty to the derivative instruments to make required payments or otherwise comply with the derivative instruments’ terms.  Many of the regulatory protections afforded participants on organized exchanges for futures contracts and exchange-traded options, such as the performance guarantee of an exchange clearing house, are not available in connection with over-the-counter derivative transactions.  Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment, and involve greater risks than the underlying assets because, in addition to general market risks, they are subject to liquidity risk, credit and counterparty risk (failure of the counterparty to the derivatives transaction to honor its obligation) and pricing risk (risk that the derivative cannot or will not be accurately valued).  When the fund enters into derivative transactions, it may be required to segregate liquid assets or enter into offsetting positions or otherwise cover its obligations, in accordance with applicable regulations, while the positions are open.  If a derivative transaction is particularly large or if the relevant market is illiquid (as is the case with many privately negotiated derivatives, including swap agreements), it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price.  Future rules and regulations of the Securities and Exchange Commission (SEC) may require the fund to alter, perhaps materially, its use of derivatives.

Certain derivatives in which the fund may invest may reference the London Interbank Offered Rate (LIBOR).  On July 27, 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021. There remains uncertainty regarding the future of LIBOR and the nature of any replacement rate. The unavailability and/or discontinuation of LIBOR could have adverse impacts on newly issued financial instruments and existing financial instruments that reference LIBOR. While some instruments may contemplate a scenario where LIBOR is no longer available by providing for an alternative rate setting methodology, not all instruments may have such provisions and there is uncertainty regarding the effectiveness of any alternative methodology. The replacement and/or discontinuation of LIBOR could lead to significant short-term and long-term uncertainty and market instability. In addition, the unavailability or replacement of LIBOR may affect the value, liquidity or return on certain fund investments and may result in costs incurred in connection with closing out positions and entering into new positions. Any pricing adjustments to a fund’s investments resulting from a substitute reference rate may also adversely affect the fund’s performance and/or NAV.

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·       Emerging market risk.  The securities of issuers located or doing substantial business in emerging market countries tend to be more volatile and less liquid than the securities of issuers located in countries with more mature economies, potentially making prompt liquidation at an attractive price difficult. The economies of countries with emerging markets may be based predominantly on only a few industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from extreme debt burdens or volatile inflation rates. Transaction settlement and dividend collection procedures also may be less reliable in emerging markets than in developed markets. Emerging markets generally have less diverse and less mature economic structures and less stable political systems than those of developed countries. Investments in these countries may be subject to political, economic, legal, market and currency risks. The risks may include less protection of property rights and uncertain political and economic policies, the imposition of capital controls and/or foreign investment limitations by a country, nationalization of businesses and the imposition of sanctions by other countries, such as the United States.  These risks may impact the correlation between fund and index performance.

·       ETF risk.  To the extent the fund invests in other ETFs, the fund will be affected by the investment policies, practices and performance of such entities in direct proportion to the amount of assets the fund has invested therein.  The risks of investing in other ETFs, typically reflect the risks associated with the types of instruments in which the ETFs invest.  When the fund invests in an ETF, shareholders of the fund will bear indirectly their proportionate share of the expenses of the ETF (including management fees) in addition to the expenses of the fund.  The fund will incur brokerage costs when purchasing and selling shares of ETFs.

·       Financial Services sector risk. Financial services companies are subject to extensive governmental regulation which may limit both the amounts and types of loans and other financial commitments they can make, the interest rates and fees they can charge, the scope of their activities, the prices they can charge and the amount of capital they must maintain. Profitability is largely dependent on the availability and cost of capital funds and can fluctuate significantly when interest rates change or due to increased competition. In addition, deterioration of the credit markets generally may cause an adverse impact in a broad range of markets, including U.S. and international credit and interbank money markets generally, thereby affecting a wide range of financial institutions and markets. Certain events in the financial services sector may cause an unusually high degree of volatility in the financial markets, both domestic and foreign, and cause certain financial services companies to incur large losses. Securities of financial services companies may experience a dramatic decline in value when such companies experience substantial declines in the valuations of their assets, take action to raise capital (such as the issuance of debt or equity securities), or cease operations. Credit losses resulting from financial difficulties of borrowers and financial losses associated with investment activities can negatively impact the sector. Insurance companies may be subject to severe price competition. Adverse economic, business or political developments could adversely affect financial institutions engaged in mortgage finance or other lending or investing activities directly or indirectly connected to the value of real estate.

·       Fixed-income market risk.  The market value of a fixed-income security may decline due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. The fixed-income securities market can be susceptible to increases in volatility and decreases in liquidity. Liquidity can decline unpredictably in response to overall economic conditions or credit tightening. Increases in volatility and decreases in liquidity may be caused by a rise in interest rates (or the expectation of a rise in interest rates). During periods of reduced market liquidity, the fund may not be able to readily sell fixed-income securities at prices at or near their perceived value. If the fund needed to sell large blocks of fixed-income securities to meet shareholder redemption requests or to raise cash, those sales could further reduce the prices of such securities. An unexpected increase in fund redemption requests, including requests from shareholders who may own a significant percentage of the fund’s shares, which may be triggered by market turmoil or an increase in interest rates, could cause the fund to sell its holdings at a loss or at undesirable prices and adversely affect the fund’s share price and increase the fund’s liquidity risk, fund expenses and/or taxable distributions. Economic and other market developments can adversely affect fixed-income securities markets. Regulations and business practices, for example, have led some financial intermediaries to curtail their capacity to engage in trading (i.e., "market making") activities for certain fixed-income securities, which could have the potential to decrease liquidity and increase volatility in the fixed-income securities markets. Policy and legislative changes worldwide are affecting many aspects of financial regulation. The impact of these changes on the markets, and the practical implications for market participants, may not be fully known for some time.

·       Fluctuation of net asset value, share premiums and discounts risk.  The net asset value of fund shares will generally fluctuate with changes in the market value of the fund’s securities holdings. The market prices of fund shares will generally fluctuate in accordance with changes in the fund’s net asset value and supply and demand of fund shares on the exchange. It cannot be predicted whether fund shares will trade below, at or above their net asset value. Price differences may be due, in large part, to the fact that supply and demand forces at work in the secondary trading market for fund shares will be closely related to, but not identical to, the same forces influencing the prices of the securities of the underlying index trading individually or in the aggregate at any point in time. The market prices of fund shares may deviate significantly from the net asset value of fund shares during periods of market volatility. However, given that fund shares can be created and redeemed in Creation Units (unlike shares of many closed-end funds, which frequently trade at appreciable discounts from, and sometimes at premiums to, their net asset value), the Adviser believe that large discounts or premiums to the net asset value of fund shares should not be sustained over long periods. While the creation/redemption feature is designed to make it likely that fund shares normally will trade close to the fund’s net asset value, disruptions to creations and redemptions or market volatility may result in trading prices that differ significantly from the fund’s net asset value. If an investor purchases fund shares at a time when the market price is at a premium to the net asset value of fund shares or sells at a time when the market price is at a discount to the net asset value of fund shares, then the investor may sustain losses.

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·       Foreign currency risk.  Investments in foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar or, in the case of hedged positions, that the U.S. dollar will decline relative to the currency being hedged.  Currency exchange rates may fluctuate significantly over short periods of time.  Foreign currencies are also subject to risks caused by inflation, interest rates, budget deficits and low savings rates, political factors and government intervention and controls.

·       Foreign investment risk.  To the extent the fund invests in foreign securities, the fund’s performance will be influenced by political, social and economic factors affecting investments in foreign issuers.  Special risks associated with investments in foreign issuers include exposure to currency fluctuations, less liquidity, less developed or less efficient trading markets, lack of comprehensive company information, political and economic instability and differing auditing and legal standards.  Investments denominated in foreign currencies are subject to the risk that such currencies will decline in value relative to the U.S. dollar and affect the value of these investments held by the fund.  To the extent securities held by the fund trade in a market that is closed when the exchange on which the fund’s shares trade is open, there may be deviations between the current price of a security and the last quoted price for the security in the closed foreign market. These deviations could result in the fund experiencing premiums or discounts greater than those of ETFs that invest in domestic securities.

·       Futures risk.  The value of a futures contract tends to increase and decrease in correlation with the value of the underlying instrument.  Risks of futures contracts may arise from an imperfect correlation between movements in the price of the futures and the price of the underlying instrument.  The fund’s use of futures contracts exposes the fund to leverage risk because of the small margin requirements relative to the value of the futures contract.  A relatively small market movement will have a proportionately larger impact on the funds that the fund has deposited or will have to deposit with a broker to maintain its futures position.  When the fund enters into futures transactions, it may be required to segregate liquid assets or enter into offsetting positions or otherwise cover its obligations, in accordance with applicable regulations, while the positions are open.  While futures contracts are generally liquid instruments, under certain market conditions they may become illiquid.  Futures exchanges may impose daily or intraday price change limits and/or limit the volume of trading.  Additionally, government regulation may further reduce liquidity through similar trading restrictions.  As a result, the fund may be unable to close out its futures contracts at a time that is advantageous.  The price of futures can be highly volatile; using them could lower total return, and the potential loss from futures could exceed the fund’s initial investment in such contracts.

·       Government securities risk.  Not all obligations of the U.S. government, its agencies and instrumentalities are backed by the full faith and credit of the U.S. Treasury. Some obligations are backed only by the credit of the issuing agency or instrumentality, and in some cases there may be some risk of default by the issuer. Any guarantee by the U.S. government or its agencies or instrumentalities of a security held by the fund does not apply to the market value of such security or to shares of the fund itself. A security backed by the U.S. Treasury or the full faith and credit of the United States is guaranteed only as to the timely payment of interest and principal when held to maturity. In addition, because many types of U.S. government securities trade actively outside the United States, their prices may rise and fall as changes in global economic conditions affect the demand for these securities.

·       High yield securities risk.  High yield (junk) securities involve greater credit risk, including the risk of default, than investment grade securities, and are considered predominantly speculative with respect to the issuer’s ability to make principal and interest payments. The prices of high yield securities can fall in response to bad news about the issuer or its industry, or the economy in general, to a greater extent than those of higher rated securities.  Securities rated investment grade when purchased by the fund may subsequently be downgraded.

·       Index sampling risk.  The fund’s use of sampling techniques will result in it holding a smaller number of securities than are in the index, and the fund may not track the index as closely as it would if it were fully replicating the index. For example, an adverse development respecting an issuer of securities held by the fund could result in a greater decline in the fund’s net asset value than would be the case if the fund held all of the securities in the index. Conversely, a positive development relating to an issuer of securities in the index that is not held by the fund could cause the fund to underperform the index. To the extent the assets in the fund are smaller, these risks will be greater. To the extent that the fund invests in securities not included in the index to maintain liquidity, it may not achieve its goal of matching the total return of the index.

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·       Indexing strategy risk.  The fund uses an indexing strategy.  It does not attempt to manage market volatility, use defensive strategies or reduce the effects of any long-term periods of poor index performance.  The correlation between fund and index performance may be affected by the fund’s expenses and/or use of sampling techniques, changes in securities markets, changes in the composition of the index and the timing of purchases and redemptions of fund shares.

·       Interest rate risk.  Prices of bonds and other fixed rate fixed-income securities tend to move inversely with changes in interest rates.  Typically, a rise in rates will adversely affect fixed-income securities and, accordingly, will cause the value of the fund’s investments in these securities to decline.  During periods of very low interest rates, which occur from time to time due to market forces or actions of governments and/or their central banks, including the Board of Governors of the Federal Reserve System in the U.S., the fund may be subject to a greater risk of principal decline from rising interest rates.  When interest rates fall, the values of already-issued fixed rate fixed-income securities generally rise.  However, when interest rates fall, the fund’s investments in new securities may be at lower yields and may reduce the fund’s income.  The magnitude of these fluctuations in the market price of fixed-income securities is generally greater for securities with longer effective maturities and durations because such instruments do not mature, reset interest rates or become callable for longer periods of time.  Duration is an indication of an investment’s “interest rate risk,” or how sensitive a bond or the fund’s portfolio may be to changes in interest rates.  The change in the value of a fixed-income security or portfolio can be approximated by multiplying its duration by a change in interest rates.  For example, the market price of a fixed-income security with a duration of three years would be expected to decline 3% if interest rates rose 1%.  Conversely, the market price of the same security would be expected to increase 3% if interest rates fell 1%.  Interest rate changes may have different effects on the values of mortgage-related securities because of prepayment and extension risks.

·       Issuer risk.  A security’s market value may decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer’s products or services, or factors that affect the issuer’s industry, such as labor shortages or increased production costs and competitive conditions within an industry.

·       Large-cap stock risk.  To the extent the fund invests in large capitalization stocks, the fund may underperform funds that invest primarily in the stocks of lower quality, smaller capitalization companies during periods when the stocks of such companies are in favor. Compared to small- and mid-cap companies, large-cap companies may be less responsive to changes and opportunities affecting their business.  A company with a large market capitalization relative to the market in a particular country or region may not have a large capitalization relative to the market in another country or region or the global market generally.

·       Liquidity risk.  When there is little or no active trading market for specific types of securities, it can become more difficult to sell the securities in a timely manner at or near their perceived value. In such a market, the value of such securities and the fund’s share price may fall dramatically. Additionally, other market developments can adversely affect fixed-income securities markets. Regulations and business practices, for example, have led some financial intermediaries to curtail their capacity to engage in trading (i.e., "market making") activities for certain fixed-income securities, which could have the potential to decrease liquidity and increase volatility in the fixed-income securities markets. Investments that are illiquid or that trade in lower volumes may be more difficult to value. Investments in foreign securities tend to have greater exposure to liquidity risk than domestic securities. Liquidity can decline unpredictably in response to overall economic conditions or credit tightening. Increases in volatility and decreases in liquidity may be caused by a rise in interest rates (or the expectation of a rise in interest rates).

·       Mortgage-related securities risk.  Mortgage-related securities represent a participation in, or are secured by, mortgage loans.  Certain of the mortgage-backed securities in which the fund may invest are not backed by the full faith and credit of the U.S. government and there can be no assurance that the U.S. government would provide financial support to its agencies or instrumentalities where it was not obligated to do so.  Mortgage-backed securities tend to increase in value less than other debt securities when interest rates decline, but are subject to similar or greater risk of decline in market value during periods of rising interest rates.  Because of prepayment and extension risk, mortgage-backed securities react differently to changes in interest rates than other bonds.  Small movements in interest rates may quickly and significantly affect the value of certain mortgage-backed securities.  Transactions in mortgage-backed pass-through securities often occur through TBA transactions.  Default by or bankruptcy of a counterparty to a TBA transaction could expose the fund to possible losses because of an adverse market action, expenses, or delays in connection with the purchase or sale of the pools of mortgage-backed pass-through securities specified in the TBA transaction.

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·       New fund risk.  The fund is newly organized with limited operating history.  The fund has limited performance history for investors to evaluate and may not attract sufficient assets to achieve investment and trading efficiencies.  There can be no assurance that the fund will grow to or maintain an economically viable size, in which case the board of trustees may determine to liquidate the fund, which can be initiated without shareholder approval if the board determines it is in the best interest of shareholders.  As a result, the timing of the fund’s liquidation may not be favorable to certain individual shareholders.

·       Non-diversification risk.  To the extent the fund is non-diversified, the fund may invest a relatively high percentage of its assets in a limited number of issuers.  Therefore, when the fund is non-diversified, the fund’s performance may be more vulnerable to changes in the market value of a single issuer or group of issuers and more susceptible to risks associated with a single economic, political or regulatory occurrence than when the fund’s invested assets are diversified.

·       Portfolio turnover risk.  The fund may engage in frequent trading of its portfolio securities in connection with index rebalancing, which could produce higher transaction costs and taxable distributions, and lower the fund’s after-tax performance

·       Preferred stock risk.  Preferred stock is a class of a capital stock that typically pays dividends at a specified rate. Preferred stock is generally senior to common stock, but subordinate to debt securities, with respect to the payment of dividends and on liquidation of the issuer. The market value of preferred stock generally decreases when interest rates rise and is also affected by the issuer’s ability to make payments on the preferred stock.

·       Privately-issued securities risk.  The fund will invest in privately-issued securities, including those that are normally purchased pursuant to Rule 144A or Regulation S under the 1933 Act. Privately-issued securities typically may be resold only to qualified institutional buyers, or in a privately negotiated transaction, or to a limited number of purchasers, or in limited quantities after they have been held for a specified period of time and other conditions are met for an exemption from registration. Because there may be relatively few potential purchasers for such securities, especially under adverse market or economic conditions or in the event of adverse changes in the financial condition of the issuer, the fund may find it more difficult to sell such securities when it may be advisable to do so or it may be able to sell such securities only at prices lower than if such securities were more widely held and traded. At times, it also may be more difficult to determine the fair value of such securities for purposes of computing the fund’s NAV due to the absence of an active trading market. There can be no assurance that a privately-issued security that is deemed to be liquid when purchased will continue to be liquid for as long as it is held by the fund, and its value may decline as a result.

·       REIT risk.  Investments in REITs expose the fund to risks similar to investing directly in real estate. REITs are characterized as equity REITs, mortgage REITs and hybrid REITs, which combine the characteristics of both equity and mortgage REITs. Equity REITs, which may include operating or finance companies, own real estate directly and the value of, and income earned by, the REITs depends upon the income of the underlying properties and the rental income they earn. Equity REITs also can realize capital gains (or losses) by selling properties that have appreciated (or depreciated) in value. Mortgage REITs can make construction, development or long-term mortgage loans and are sensitive to the credit quality of the borrower. Mortgage REITs derive their income from interest payments on such loans. Hybrid REITs generally hold both ownership interests and mortgage interests in real estate. The value of securities issued by REITs is affected by tax and regulatory requirements and by perceptions of management skill. They also may be affected by general economic conditions and are subject to heavy cash flow dependency, defaults by borrowers or tenants, self-liquidation at an economically disadvantageous time, and the possibility of failing to qualify for favorable tax treatment under applicable U.S. or foreign law and/or to maintain exempt status under the 1940 Act.

·       Risks of stock investing.  Stocks generally fluctuate more in value than bonds and may decline significantly over short time periods.  There is the chance that stock prices overall will decline because stock markets tend to move in cycles, with periods of rising prices and falling prices.  The market value of a stock may decline due to general market conditions that are not related to the particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally.  A security’s market value also may decline because of factors that affect the particular company, such as management performance, financial leverage and reduced demand for the company’s products or services, or factors that affect the company’s industry, such as labor shortages or increased production costs and competitive conditions within an industry.

·       Small and midsize company risk.  Small and midsize companies carry additional risks because the operating histories of these companies tend to be more limited, their earnings and revenues less predictable (and some companies may be experiencing significant losses), and their share prices more volatile than those of larger, more established companies.  These companies may have limited product lines, markets or financial resources, or may depend on a limited management group.  The shares of smaller companies tend to trade less frequently than those of larger, more established companies, which can adversely affect the pricing of these securities and the fund’s ability to sell these securities.  Some of the fund’s investments will rise and fall based on investor perception rather than economic factors.

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·       Tracking stock risk.  Many of the risks of investing in common stock are applicable to tracking stock. Tracking stock is a separate class of common stock whose value is linked to a specific business unit or operating division within a larger company and which is designed to “track” the performance of such business unit or division. Therefore, tracking stock may decline in value even if the common stock of the larger company increases in value. In addition, holders of tracking stock may not have the same rights as holders of the company’s common stock.

In addition to the principal risks described above and unless stated above as a principal risk, each fund is subject to the following additional risks that are not anticipated to be principal risks of investing in a fund:

·       Authorized participants, market makers and liquidity providers concentration risk.  The fund has a limited number of financial institutions that may act as Authorized Participants, which are responsible for the creation and redemption activity for the fund. In addition, there may be a limited number of market makers and/or liquidity providers in the marketplace. To the extent either of the following events occur, fund shares may trade at a material discount to NAV and possibly face delisting:  (i) Authorized Participants exit the business or otherwise become unable to process creation and/or redemption orders and no other Authorized Participants step forward to perform these services, or (ii) market makers and/or liquidity providers exit the business or significantly reduce their business activities and no other entities step forward to perform their functions.

·       Cash transaction risk. To the extent the fund sells portfolio securities to meet some or all of a redemption request with cash, the fund may incur taxable gains or losses that it might not have incurred had it made redemptions entirely in-kind. As a result, the fund may pay out higher annual capital gain distributions than if the in-kind redemption process was used.  Additionally, the fund may incur additional brokerage costs related to buying and selling securities if it utilizes cash as part of a creation or redemption transaction than it would if the fund had transacted entirely in-kind.

·       Concentration risk.  The fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries to approximately the same extent that the index is concentrated.  To the extent the fund concentrates in a particular industry or group of industries, it may be more susceptible to economic conditions and risks affecting those industries.

·       Costs of buying and selling shares.  Investors buying or selling fund shares in the secondary market will pay brokerage commissions or other charges imposed by brokers, as determined by that broker. Brokerage commissions are often a fixed amount and may be a significant proportional cost for investors seeking to buy or sell relatively small amounts of fund shares. In addition, secondary market investors will also incur the cost of the difference between the price that an investor is willing to pay for fund shares (the “bid” price) and the price at which an investor is willing to sell fund shares (the “ask” price). This difference in bid and ask prices is often referred to as the “spread” or “bid/ ask spread.” The bid/ask spread varies over time for fund shares based on trading volume and market liquidity, and is generally lower if fund shares have more trading volume and market liquidity and higher if fund shares have little trading volume and market liquidity. Further, increased market volatility may cause increased bid/ask spreads. Due to the costs of buying or selling fund shares, including bid/ask spreads, frequent trading of fund shares may significantly reduce investment results and an investment in fund shares may not be advisable for investors who anticipate regularly making small investments.

·       Derivatives risk.  A small investment in derivatives could have a potentially large impact on the fund’s performance.  The use of derivatives involves risks different from, or possibly greater than, the risks associated with investing directly in the underlying assets, and the fund’s use of derivatives may result in losses to the fund.  Derivatives in which the fund may invest can be highly volatile, illiquid and difficult to value, and there is the risk that changes in the value of a derivative held by the fund will not correlate with the underlying assets or the fund’s other investments in the manner intended.  Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment, and involve greater risks than the underlying assets because, in addition to general market risks, they are subject to liquidity risk, credit and counterparty risk (failure of the counterparty to the derivatives transaction to honor its obligation) and pricing risk (risk that the derivative cannot or will not be accurately valued).  When the fund enters into derivative transactions, it may be required to segregate liquid assets or enter into offsetting positions or otherwise cover its obligations, in accordance with applicable regulations, while the positions are open.  Future rules and regulations of the Securities and Exchange Commission (SEC) may require the fund to alter, perhaps materially, its use of derivatives.

Certain derivatives in which the fund may invest may reference the London Interbank Offered Rate (LIBOR).  On July 27, 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021. There remains uncertainty regarding the future of LIBOR and the nature of any replacement rate. The unavailability and/or discontinuation of LIBOR could have adverse impacts on newly issued financial instruments and existing financial instruments that reference LIBOR. While some instruments may contemplate a scenario where LIBOR is no longer available by providing for an alternative rate setting methodology, not all instruments may have such provisions and there is uncertainty regarding the effectiveness of any alternative methodology. The replacement and/or discontinuation of LIBOR could lead to significant short-term and long-term uncertainty and market instability. In addition, the unavailability or replacement of LIBOR may affect the value, liquidity or return on certain fund investments and may result in costs incurred in connection with closing out positions and entering into new positions. Any pricing adjustments to a fund’s investments resulting from a substitute reference rate may also adversely affect the fund’s performance and/or NAV.

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·       ETF risk.  To the extent the fund invests in other ETFs, the fund will be affected by the investment policies, practices and performance of such entities in direct proportion to the amount of assets the fund has invested therein.  The risks of investing in other ETFs, typically reflect the risks associated with the types of instruments in which the ETFs invest.  When the fund invests in an ETF, shareholders of the fund will bear indirectly their proportionate share of the expenses of the ETF (including management fees) in addition to the expenses of the fund.  The fund will incur brokerage costs when purchasing and selling shares of ETFs.

·       Futures risk.  The value of a futures contract tends to increase and decrease in correlation with the value of the underlying instrument.  Risks of futures contracts may arise from an imperfect correlation between movements in the price of the futures and the price of the underlying instrument.  The fund’s use of futures contracts exposes the fund to leverage risk because of the small margin requirements relative to the value of the futures contract.  A relatively small market movement will have a proportionately larger impact on the funds that the fund has deposited or will have to deposit with a broker to maintain its futures position.  When the fund enters into futures transactions, it may be required to segregate liquid assets or enter into offsetting positions or otherwise cover its obligations, in accordance with applicable regulations, while the positions are open.  While futures contracts are generally liquid instruments, under certain market conditions they may become illiquid.  Futures exchanges may impose daily or intraday price change limits and/or limit the volume of trading.  Additionally, government regulation may further reduce liquidity through similar trading restrictions.  As a result, the fund may be unable to close out its futures contracts at a time that is advantageous.  The price of futures can be highly volatile; using them could lower total return, and the potential loss from futures could exceed the fund’s initial investment in such contracts.

·       Index licensing risk. It is possible that the index license, to which The Bank of New York Mellon Corporation (BNY Mellon) is the licensee and under which the Adviser or the fund is permitted to replicate or otherwise use an index, will be terminated or may be disputed, impaired or cease to remain in effect. In such a case, the Adviser may be required to replace the index with another index which it considers to be appropriate in light of the investment strategy of the fund.  The use of any such substitute index may have an adverse impact on the fund’s performance. In the event that the Adviser is unable to identify a suitable replacement for the relevant index, it may determine to terminate the fund.

·       Index sampling risk.  The fund’s use of sampling techniques will result in it holding a smaller number of securities than are in the index, and the fund may not track the index as closely as it would if it were fully replicating the index.  For example, an adverse development respecting an issuer of securities held by the fund could result in a greater decline in the fund’s net asset value than would be the case if the fund held all of the securities in the index.  Conversely, a positive development relating to an issuer of securities in the index that is not held by the fund could cause the fund to underperform the index.  To the extent the assets in the fund are smaller, these risks will be greater.  To the extent that the fund invests in securities not included in the index to maintain liquidity, it may not achieve its goal of matching the total return of the index.

·       Liquidity risk.  When there is little or no active trading market for specific types of securities, it can become more difficult to sell the securities in a timely manner at or near their perceived value.  In such a market, the value of such securities and the fund’s share price may fall dramatically.  Investments that are illiquid or that trade in lower volumes may be more difficult to value.  Investments in foreign securities tend to have greater exposure to liquidity risk than domestic securities.

·       Securities lending risk. The fund may lend its portfolio securities to brokers, dealers and other financial institutions. In connection with such loans, the fund will receive collateral from the borrower equal to at least 100% of the value of the loaned securities. If the borrower of the securities fails financially, there could be delays in recovering the loaned securities or exercising rights to the collateral.

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·       Trading issues.  Although fund shares are listed for trading on an exchange and may be listed or traded on other U.S. and non-U.S. stock exchanges as well, there can be no assurance that an active trading market for such fund shares will develop or be maintained. Trading in fund shares may be halted due to market conditions or for reasons that, in the view of the listing exchange, make trading in fund shares inadvisable. In addition, trading in fund shares on an exchange is subject to trading halts caused by extraordinary market volatility pursuant to exchange “circuit breaker” rules. Similar to the shares of operating companies listed on a stock exchange, fund shares may be sold short and are therefore subject to the risk of increased volatility in the trading price of the fund’s shares. While the fund expects that the ability of Authorized Participants to create and redeem fund shares at net asset value should be effective in reducing any such volatility, there is no guarantee that it will eliminate the volatility associated with such short sales. There can be no assurance that the requirements of the listing exchange necessary to maintain the listing of the fund will continue to be met or will remain unchanged or that fund shares will trade with any volume, or at all, on any stock exchange.

BNY Mellon Core Bond ETF, BNY Mellon Short Duration Corporate Bond ETF and BNY Mellon High Yield Beta ETF also are subject to the following non-principal risk:

·       Prepayment risk. Some securities give the issuer the option to prepay or call the securities before their maturity date, which may reduce the market value of the security and the anticipated yield-to-maturity. Issuers often exercise this right when interest rates fall.  If an issuer "calls" its securities during a time of declining interest rates, the fund might have to reinvest the proceeds in an investment offering a lower yield, and therefore might not benefit from any increase in value as a result of declining interest rates. During periods of market illiquidity or rising interest rates, prices of "callable" issues are subject to increased price fluctuation.

Management

The investment adviser for the fund is BNY Mellon ETF Investment Adviser, LLC (Adviser), 201 Washington Street, Boston, Massachusetts 02108. As of the date of this prospectus, the Adviser serves as investment adviser only to the funds. Each of the funds will pay the Adviser a management fee at an annual rate of such fund’s average daily net assets as shown in the table below:

 

Fund

Management Fee

BNY Mellon US Large Cap Core Equity ETF

[    ]%

BNY Mellon US Mid Cap Core Equity ETF

[    ]%

BNY Mellon US Small Cap Core Equity ETF

[    ]%

BNY Mellon International Equity ETF

[    ]%

BNY Mellon Emerging Markets Equity ETF

[    ]%

BNY Mellon Core Bond ETF

[    ]%

BNY Mellon Short Duration Corporate Bond ETF

[    ]%

BNY Mellon High Yield Beta ETF

[    ]%

 

[The Adviser pays all expenses of each fund other than the management fee, brokerage expenses, taxes, interest, fees and expenses of the independent trustees (including any trustee’s counsel fees), litigation expenses, distribution fees and expenses paid under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act, acquired fund fees and expenses and extraordinary expenses.]

The Adviser is an investment adviser registered with the SEC as such pursuant to the Investment Advisers Act of 1940.  The Adviser is the primary ETF business, and a wholly-owned subsidiary, of BNY Mellon, a global investments company dedicated to helping its clients manage and service their financial assets throughout the investment lifecycle.  Whether providing financial services for institutions, corporations or individual investors, BNY Mellon delivers informed investment management and investment services in 35 countries. BNY Mellon is a leading investment management and investment services company, uniquely focused to help clients manage and move their financial assets in the rapidly changing global marketplace.  BNY Mellon has $[34.5] trillion in assets under custody and administration and $[1.8] trillion in assets under management.  “BNY Mellon” is the corporate brand of The Bank of New York Mellon Corporation.  BNY Mellon Investment Management is one of the world’s leading investment management organizations, and one of the top U.S. wealth managers, encompassing BNY Mellon’s affiliated investment management firms, wealth management services and global distribution companies.  Additional information is available at www.im.bnymellon.com.

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The asset management philosophy of the Adviser is based on the belief that discipline and consistency are important to investment success.  For each fund, the Adviser seeks to establish clear guidelines for portfolio management and to be systematic in making decisions.  This approach is designed to provide each fund with a distinct, stable identity.

The Adviser has engaged its affiliate, Mellon Investments Corporation (Mellon), to serve as the funds’ sub-adviser. Mellon, a registered investment adviser, is an indirect subsidiary of BNY Mellon with its principal office located at BNY Mellon Center, One Boston Place, Boston, MA 02108.  Mellon is a specialist multi-asset investment manager formed by the combination of certain BNY Mellon affiliated investment management firms.  Mellon, subject to the Adviser’s supervision and approval, provides investment advisory assistance and research and the day-to-day management of the fund’s investments.  As of [     ], Mellon had assets under management of approximately $[    ] billion.

A discussion regarding the basis for the board’s approval of the funds’ management agreements with the Adviser and Mellon, as sub-adviser, will be available in the funds’ semi-annual report or annual report for the period ended April 30 or October 31, respectively.  

Richard A. Brown, CFA, and Thomas J. Durante, CFA, are the primary portfolio managers of the BNY Mellon US Large Cap Core Equity ETF, BNY Mellon US Mid Cap Core Equity ETF, BNY Mellon US Small Cap Core Equity ETF, BNY Mellon International Equity ETF and BNY Mellon Emerging Markets Equity ETF.  Gregory A. Lee, CFA, and Nancy G. Rogers, CFA, are the primary portfolio managers of the BNY Mellon Core Bond ETF and BNY Mellon Short Duration Corporate Bond ETF.  Paul Benson, CFA, CAIA, Manuel Hayes, and Stephanie Shu, CFA, and the primary portfolio managers of the BNY Mellon High Yield Beta ETF.  Each portfolio manager has been a portfolio manager of the respective fund since its inception in [                            ].  Each portfolio manager is jointly and primarily responsible for the day-to-day management of such funds’ portfolios. 

Mr. Brown is a Managing Director and Co-Head of Equity Index Portfolio Management at Mellon.  He has been employed by Mellon or a predecessor company of Mellon since 1995.

Mr. Durante is a Managing Director and Co-Head of Equity Index Portfolio Management at Mellon.  He has been employed by Mellon or a predecessor company of Mellon since 2000. 

Mr. Lee is a Director, Senior Portfolio Manager at Mellon.  He has been employed by Mellon or a predecessor company of Mellon since 1989.

Ms. Rogers is a Director, Head of Fixed Income Index Portfolio Management at Mellon.  She has been employed by Mellon or a predecessor company of Mellon since 2013. 

Mr. Benson is a Managing Director, Head of Multi-Factor Fixed Income at Mellon.  He has been employed by Mellon or a predecessor company of Mellon since 2005. 

Mr. Hayes is Director, Senior Portfolio Manager at Mellon.  He has been employed by Mellon or a predecessor company of Mellon since 2009. 

Ms. Shu is a Director, Senior Portfolio Manager at Mellon.  She has been employed by Mellon or a predecessor company of Mellon since 2001. 

Each fund’s Statement of Additional Information (SAI) provides additional portfolio manager information, including compensation, other accounts managed and ownership of fund shares.

The Adviser has obtained from the SEC an exemptive order, upon which the funds may rely, to use a manager of managers approach that permits the Adviser, subject to certain conditions and approval by the funds’ board, to enter into and materially amend sub-investment advisory agreements with one or more sub-advisers who are either unaffiliated or affiliated with the Adviser without obtaining shareholder approval.  The exemptive order also relieves the funds from disclosing the sub-investment advisory fee paid by the Adviser to a sub-adviser in documents filed with the SEC and provided to shareholders.  In addition, pursuant to the order, it is not necessary to disclose the sub-investment advisory fee payable by the Adviser separately to a sub-adviser that is a wholly-owned subsidiary (as defined in the 1940 Act) of BNY Mellon in documents filed with the SEC and provided to shareholders; such fees are to be aggregated with fees payable to the Adviser.  The Adviser has ultimate responsibility (subject to oversight by the fund’s board) to supervise any sub-adviser and recommend the hiring, termination, and replacement of any sub-adviser to the fund’s board.  Currently, the funds have selected Mellon, a wholly-owned subsidiary of BNY Mellon, to manage all of the funds’ assets.  The funds’ board, including a majority of the "non-interested" board members, must approve each new sub-adviser.  In addition, the funds are required to provide shareholders with information about each new sub-adviser within 90 days of the hiring of any new sub-adviser.

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The funds’ SAI provides additional portfolio manager information, including compensation, other accounts managed and ownership of fund shares.

Each fund, the Adviser, Mellon and BNY Mellon Securities Corporation (BNYMSC) have each adopted a code of ethics that permits its personnel, subject to such code, to invest in securities, including securities that may be purchased or held by a fund. Each code of ethics restricts the personal securities transactions of employees, and requires portfolio managers and other investment personnel to comply with the code’s preclearance and disclosure procedures. The primary purpose of the respective codes is to ensure that personal trading by employees is done in a manner that does not disadvantage a fund or other client accounts.

Distributor and Distribution and Service Plan

BNYMSC, a wholly-owned subsidiary of the BNY Mellon, serves as distributor of the funds and of other funds in the BNY Mellon Family of Funds.  BNYMSC does not distribute fund shares in less than creation units, nor does it maintain a secondary market in fund shares. BNYMSC may enter into selected dealer agreements with other broker-dealers or other qualified financial institutions for the sale of creation units of fund shares.

The board of trustees of the trust has adopted a distribution and service plan (Plan) pursuant to Rule 12b-1 under the 1940 Act.  Under the Plan, the funds are authorized to pay fees in connection with the sale and distribution of each fund’s respective shares in an amount up to [      ]% of each fund’s average daily net assets each year.  No payments pursuant to the Plan will be made through at least the first twelve (12) months of operation. Additionally, the implementation of any such payments would have to be approved by the board prior to implementation.  Because these fees would be paid out of a fund’s assets on an ongoing basis, if payments are made in the future, these fees will increase the cost of your investment and may cost you more over time.

Index/Trademark Licenses/Disclaimers

The index providers are not affiliated with the trust, the Adviser, Mellon, BNY Mellon or any of their respective affiliates.  BNY Mellon, as Licensee, has entered into license agreements with the index providers pursuant to which the Adviser and funds use an underlying index.  The Adviser pays any applicable licensing fee; no licensing fees are paid by the funds.

BNY Mellon US Large Cap Core Equity ETF, BNY Mellon US Mid Cap Core Equity ETF, BNY Mellon US Small Cap Core Equity ETF, BNY Mellon International Equity ETF and BNY Mellon Emerging Markets Equity ETF (collectively, and solely for the purposes of this section, the “BNY Mellon Equity ETFs”) are not sponsored, endorsed, sold or promoted by Morningstar, Inc., or any of its affiliated companies (collectively, “Morningstar”). Morningstar makes no representation or warranty, express or implied, to the owners of the BNY Mellon Equity ETFs or any member of the public regarding the advisability of investing in securities generally or in the BNY Mellon Equity ETFs in particular or the ability of Morningstar® US Large Cap IndexSM, Morningstar® US Mid Cap IndexSM, Morningstar® US Small Cap IndexSM, Morningstar® Developed Markets ex-US Large Cap IndexSM and Morningstar® Emerging Markets Large Cap IndexSM (collectively, and solely for the purposes of this section, the “Morningstar Equity Indexes”) to track general stock market performance.  Morningstar’s only relationship to the Adviser is the licensing through an agreement with The Bank of New York Mellon Corporation of: (i) certain service marks and service names of Morningstar; and (ii) the Morningstar Equity Indexes which are determined, composed and calculated by Morningstar without regard to the Adviser or the BNY Mellon Equity ETFs.  Morningstar has no obligation to take the needs of the Adviser or the owners of BNY Mellon Equity ETFs into consideration in determining, composing or calculating the Morningstar Equity Indexes.  Morningstar is not responsible for and has not participated in the determination of the prices and amount of the BNY Mellon Equity ETFs or the timing of the issuance or sale of the BNY Mellon Equity ETFs or in the determination or calculation of the equation by which the BNY Mellon Equity ETFs are converted into cash.  Morningstar has no obligation or liability in connection with the administration, marketing or trading of the BNY Mellon Equity ETFs.

MORNINGSTAR DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF the Morningstar Equity Indexes OR ANY DATA INCLUDED THEREIN AND MORNINGSTAR SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN.  MORNINGSTAR MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ADVISER, OWNERS OR USERS OF THE BNY Mellon Equity ETFs, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE Morningstar Equity Indexes OR ANY DATA INCLUDED THEREIN. MORNINGSTAR 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 Morningstar Equity Indexes OR ANY DATA INCLUDED THEREIN.  WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL MORNINGSTAR HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

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BLOOMBERG® is a trademark and service mark of Bloomberg Finance L.P.  BARCLAYS® is a trademark and service mark of Barclays Bank Plc, used under license.  Bloomberg Finance L.P. and its affiliates, including Bloomberg Index Services Limited (“BISL”) (collectively, “Bloomberg”), or Bloomberg’s licensors own all proprietary rights in the “Bloomberg Barclays US Aggregate Bond Index, Bloomberg Barclays US 1-5 Year Corporate Bond Index, and Bloomberg Barclays US Corporate High Yield Bond Index (collectively, and solely for the purposes of this section, the “Bloomberg Barclays Indices”).

Neither Barclays Bank PLC, Barclays Capital Inc., nor any affiliate (collectively “Barclays”) nor Bloomberg is the issuer or producer of BNY Mellon Core Bond ETF, BNY Mellon Short Duration Corporate Bond ETF, and BNY Mellon High Yield Beta ETF (collectively, and solely for the purposes of this section, the “BNY Mellon Fixed Income ETFs”) and neither Bloomberg nor Barclays has any responsibilities, obligations or duties to investors in the BNY Mellon Fixed Income ETFs.  The Bloomberg Barclays Indices are licensed through an agreement with The Bank of New York Mellon Corporation for use by the Adviser as the sponsor of the BNY Mellon Fixed Income ETFs.  The only relationship of Bloomberg and Barclays with the Adviser in respect of the Bloomberg Barclays Indices is the licensing of the Bloomberg Barclays Indices, which is determined, composed and calculated by BISL, or any successor thereto, without regard to the Adviser or the BNY Mellon Fixed Income ETFs or the owners of the BNY Mellon Fixed Income ETFs.

Additionally, the Adviser of the BNY Mellon Fixed Income ETFs may for itself execute transaction(s) with Barclays in or relating to the Bloomberg Barclays Indices in connection with the BNY Mellon Fixed Income ETFs.  Investors acquiring the BNY Mellon Fixed Income ETFs neither acquire any interest in the Bloomberg Barclays Indices nor enter into any relationship of any kind whatsoever with Bloomberg or Barclays upon making an investment in the BNY Mellon Fixed Income ETFs.  The BNY Mellon Fixed Income ETFs are not sponsored, endorsed, sold or promoted by Bloomberg or Barclays.  Neither Bloomberg nor Barclays makes any representation or warranty, express or implied, regarding the advisability of investing in the BNY Mellon Fixed Income ETFs or the advisability of investing in securities generally or the ability of the Bloomberg Barclays Indices to track corresponding or relative market performance.  Neither Bloomberg nor Barclays has passed on the legality or suitability of the BNY Mellon Fixed Income ETFs with respect to any person or entity.  Neither Bloomberg nor Barclays is responsible for or has participated in the determination of the timing of, prices at, or quantities of the BNY Mellon Fixed Income ETFs to be issued.  Neither Bloomberg nor Barclays has any obligation to take the needs of the Adviser or the owners of the BNY Mellon Fixed Income ETFs or any other third party into consideration in determining, composing or calculating the Bloomberg Barclays Indices.  Neither Bloomberg nor Barclays has any obligation or liability in connection with administration, marketing or trading of the BNY Mellon Fixed Income ETFs.

The licensing agreement between Bloomberg and Barclays is solely for the benefit of Bloomberg and Barclays and not for the benefit of the owners of the BNY Mellon Fixed Income ETFs, investors or other third parties.  In addition, the licensing agreement between the Adviser and Bloomberg is solely for the benefit of the Adviser and Bloomberg and not for the benefit of the owners of the BNY Mellon Fixed Income ETFs, investors or other third parties.

NEITHER BLOOMBERG NOR BARCLAYS SHALL HAVE ANY LIABILITY TO THE ADVISER, INVESTORS OR OTHER THIRD PARTIES FOR THE QUALITY, ACCURACY AND/OR COMPLETENESS OF THE Bloomberg Barclays Indices OR ANY DATA INCLUDED THEREIN OR FOR INTERRUPTIONS IN THE DELIVERY OF THE Bloomberg Barclays Indices.  NEITHER BLOOMBERG NOR BARCLAYS MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ADVISER, THE INVESTORS OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE Bloomberg Barclays Indices OR ANY DATA INCLUDED THEREIN.  NEITHER BLOOMBERG NOR BARCLAYS MAKES ANY EXPRESS OR IMPLIED WARRANTIES, AND EACH HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE Bloomberg Barclays Indices OR ANY DATA INCLUDED THEREIN.  BLOOMBERG RESERVES THE RIGHT TO CHANGE THE METHODS OF CALCULATION OR PUBLICATION, OR TO CEASE THE CALCULATION OR PUBLICATION OF THE Bloomberg Barclays Indices, AND NEITHER BLOOMBERG NOR BARCLAYS SHALL BE LIABLE FOR ANY MISCALCULATION OF OR ANY INCORRECT, DELAYED OR INTERRUPTED PUBLICATION WITH RESPECT TO ANY OF THE Bloomberg Barclays Indices.  NEITHER BLOOMBERG NOR BARCLAYS SHALL BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH, RESULTING FROM THE USE OF THE Bloomberg Barclays Indices OR ANY DATA INCLUDED THEREIN OR WITH RESPECT TO THE BNY Mellon Fixed Income ETFS.

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None of the information supplied by Bloomberg or Barclays and used in this publication may be reproduced in any manner without the prior written permission of both Bloomberg and Barclays Capital, the investment banking division of Barclays Bank PLC.  Barclays Bank PLC is registered in England No. 1026167, registered office 1 Churchill Place London E14 5HP.

 

 

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Additional Information

Additional Purchase and Sale Information

Fund shares are listed for secondary trading on the [                    ] and individual fund shares may only be purchased and sold in the secondary market through a broker-dealer. The secondary markets are closed on weekends and also are generally closed on the following holidays: New Year’s Day, Dr. Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day (observed), Independence Day, Labor Day, Thanksgiving Day and Christmas Day.  An exchange may close early on the business day before certain holidays and on the day after Thanksgiving Day.  Exchange holiday schedules are subject to change without notice.  If you buy or sell fund shares in the secondary market, you will pay the secondary market price for fund shares.  In addition, you may 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.  

The trading prices of fund shares will fluctuate continuously throughout trading hours based on market supply and demand rather than the relevant fund’s net asset value, which is calculated at the end of each business day (normally 4:00 p.m. Eastern time).  Fund shares will trade on an exchange at prices that may be above (i.e., at a premium) or below (i.e., at a discount), to varying degrees, the daily net asset value of fund shares.  The trading prices of fund shares may deviate significantly from the relevant fund’s net asset value during periods of market volatility.  Given, however, that fund shares can be issued and redeemed daily in Creation Units, the Adviser believes that large discounts and premiums to net asset value should not be sustained over long periods.  Information showing the number of days the market price of fund shares was greater than the relevant fund’s net asset value and the number of days it was less than the relevant fund’s net asset value (i.e., premium or discount) for various time periods is available by visiting the funds’ website at www.im.bnymellon.com.  

[                            ] will disseminate, every fifteen seconds during the regular trading day, an indicative optimized portfolio value (IOPV) relating to each fund.  The IOPV calculations are estimates of the value of each fund’s net asset value per fund share.  Premiums and discounts between the IOPV and the market price may occur.  This should not be viewed as a “real-time” update of the net asset value per fund share.  The IOPV is based on the current market value of the published basket of portfolio securities and/or cash required to be deposited in exchange for a Creation Unit and does not necessarily reflect the precise composition of a fund’s actual portfolio at a particular point in time.  Moreover, the IOPV is generally determined by using current market quotations and/or price quotations obtained from broker-dealers and other market intermediaries and valuations based on current market rates.  The IOPV may not be calculated in the same manner as the NAV, which (i) is computed only once a day, (ii) unlike the calculation of the IOPV, takes into account fund expenses, and (iii) may be subject, in accordance with the requirements of the 1940 Act, to fair valuation at different prices than those used in the calculations of the IOPV.  The IOPV price is based on quotes and closing prices from the securities’ local market converted into U.S. dollars at the current currency rates and may not reflect events that occur subsequent to the local market’s close.  Therefore, the IOPV may not reflect the best possible valuation of a fund’s current portfolio.  Neither the funds nor the Adviser or any of their affiliates are involved in, or responsible for, the calculation or dissemination of such IOPVs and make no warranty as to their accuracy.  

The funds do not impose any restrictions on the frequency of purchases and redemptions; however, the funds reserve the right to reject or limit purchases at any time as described in the SAI.  When considering that no restriction or policy was necessary, the board evaluated the risks posed by market timing activities, such as whether frequent purchases and redemptions would interfere with the efficient implementation of a fund’s investment strategy, or whether they would cause a fund to experience increased transaction costs.  The board considered that, unlike traditional mutual funds, fund shares are issued and redeemed only in large quantities of shares known as Creation Units, available only from a fund directly, and that most trading in a fund occurs on exchanges at prevailing market prices and does not involve the fund directly.  Given this structure, the board determined that it is unlikely that (a) market timing would be attempted by a fund’s shareholders or (b) any attempts to market time a fund by shareholders would result in negative impact to the fund or its shareholders.

Portfolio Holdings Disclosure

The funds’ portfolio holdings disclosure policy is described in the SAI.  In addition, the identities and quantities of the securities held by each fund are disclosed on the funds’ website, www.im.bnymellon.com.

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Distributions

Each fund shareholder is entitled to his or her pro rata share of the applicable fund’s income and net realized gains on the fund’s investments.  Each fund pays out substantially all of its net earnings to its shareholders as “distributions.”

Each fund may earn income dividends from stocks, interest from debt securities and, if participating, securities lending income.  These amounts, net of expenses and taxes (if applicable), are passed along to fund shareholders as “income dividend distributions.”  Each fund will generally realize short-term capital gains or losses whenever it sells or exchanges assets held for one year or less.  Net short-term capital gains will generally be treated as ordinary income when distributed to shareholders.  Each fund will generally realize long-term capital gains or losses whenever it sells or exchanges assets held for more than one year.  Net capital gains (the excess of a fund’s net long-term capital gains over its net short-term capital losses) are distributed to shareholders as “capital gain distributions.”

Income dividend distributions, if any, for the funds are generally distributed to shareholders [      ], but may vary significantly from period to period.  Net capital gains for each fund are distributed at least annually.  Dividends may be declared and paid more frequently or at any other time to improve index tracking or to comply with the distribution requirements of the Internal Revenue Code (Code).

 

If you buy shares of a fund when the fund has realized but not yet distributed income or capital gains, you will be "buying a dividend" by paying the full price for the shares and then receiving a portion back in the form of a taxable distribution.

Distributions in cash may be reinvested automatically in additional whole fund shares only if the broker through whom you purchased fund shares makes such option available.  Distributions which are reinvested will nevertheless be taxable to the same extent as if such distributions had not been reinvested (unless you are investing through an IRA, retirement plan or other U. S. tax-advantaged investment plan).

Additional Tax Information

The following discussion is a summary of some important U.S. federal income tax considerations generally applicable to an investment in a fund. An investment in a fund may have other tax implications. Please consult a tax advisor about the applicable federal, state, local, foreign or other tax laws. Investors, including non-U.S. investors, may wish to consult the SAI tax section for additional disclosure.

Taxes on Distributions. In general, distributions are subject to federal income tax when they are paid, whether the distributions are taken in cash or reinvested in a fund. The income dividends and short-term capital gains distributions received from a fund will be taxed as either ordinary income or qualified dividend income. Subject to certain limitations, dividends that are reported by a fund as qualified dividend income are taxable to non-corporate shareholders at rates of up to 20%. Any distributions of a fund’s net capital gains are taxable as long-term capital gain regardless of how long fund shares have been owned by an investor. Long-term capital gains are generally taxed to non-corporate shareholders at rates of up to 20%. Distributions in excess of a fund’s current and accumulated earnings and profits are treated as a tax-free return of capital to the extent of the investor’ basis in the applicable fund’s shares, and, in general, as capital gain thereafter.

In general, dividends may be reported by a fund as qualified dividend income if they are attributable to qualified dividend income received by the fund, which, in general, includes dividend income from taxable U.S. corporations and certain foreign corporations (i.e., certain foreign corporations incorporated in a possession of the United States or in certain countries with a comprehensive tax treaty with the United States, and certain other foreign corporations if the stock with respect to which the dividend is paid is readily tradable on an established securities market in the United States), provided that the fund satisfies certain holding period requirements in respect of the stock of such corporations and has not hedged its position in the stock in certain ways. A dividend generally will not be treated as qualified dividend income if the dividend is received with respect to any share of stock held by a fund for fewer than 61 days during the 121-day period beginning at the date which is 60 days before the date on which such share becomes ex-dividend with respect to such dividend or, in the case of certain preferred stock, for fewer than 91 days during the 181-day period beginning 90 days before such date. These holding period requirements will also apply to investor ownership of fund shares. Holding periods may be suspended for these purposes for stock that is hedged. Additionally, income derived in connection with a fund’s securities lending activities will not be treated as qualified dividend income.

U.S. individuals with income exceeding specified thresholds are subject to a 3.8% Medicare contribution tax on all or a portion of their “net investment income,” which includes taxable interest, dividends and certain capital gains (generally including capital gain distributions and capital gains realized upon the sale of fund shares). This 3.8% tax also applies to all or a portion of the undistributed net investment income of certain shareholders that are estates and trusts.

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Certain tax-exempt educational institutions will be subject to a 1.4% tax on net investment income. For these purposes, certain dividends and capital gain distributions, and certain gains from the disposition of fund shares (among other categories of income), are generally taken into account in computing a shareholder’s net investment income.

If an investor lends his or her fund shares pursuant to securities lending arrangements, he or she may lose the ability to treat fund dividends (paid while the fund shares are held by the borrower) as qualified dividend income. Please consult a financial intermediary or tax advisor to discuss the particular circumstances.

Distributions paid in January, but declared by a fund in October, November or December of the previous year, payable to shareholders of record in such a month, may be taxable to an investor in the calendar year in which they were declared. The funds will inform shareholders of the amount of any ordinary income dividends, qualified dividend income and capital gain distributions shortly after the close of each calendar year.

A distribution will reduce a fund’s net asset value per fund share and may be taxable to a shareholder as ordinary income or capital gain even though, from an investment standpoint, the distribution may constitute a return of capital.

Derivatives and Other Complex Securities. A fund may invest in complex securities. These investments may be subject to numerous special and complex rules. These rules could affect whether gains and losses recognized by a fund are treated as ordinary income or capital gain, accelerate the recognition of income to a fund and/or defer a fund’s ability to recognize losses. In turn, these rules may affect the amount, timing or character of the income distributed to a shareholder by a fund. Please consult a personal tax advisor regarding the application of these rules.

Foreign Currency Transactions. A fund’s transactions in foreign currencies, foreign currency denominated debt obligations and certain foreign currency options, futures contracts and forward contracts (and similar instruments) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned.

Foreign Income Taxes. Investment income received by a fund from sources within foreign countries may be subject to foreign income taxes withheld at the source. The United States has entered into tax treaties with many foreign countries which may entitle a fund to a reduced rate of such taxes or exemption from taxes on such income. It is impossible to determine the effective rate of foreign tax for a fund in advance since the amount of the assets to be invested within various countries is not known. If more than 50% of the total assets of a fund at the close of its taxable year consist of certain foreign stocks or securities, the fund may elect to “pass through” to shareholders certain foreign income taxes (including withholding taxes) paid by the fund. If a fund in which a shareholder holds fund shares makes such an election, the shareholder will be considered to have received as an additional dividend his or her share of such foreign taxes, but the shareholder may be entitled to either a corresponding tax deduction in calculating his or her taxable income, or, subject to certain limitations, a credit in calculating his or her federal income tax. No deduction for such taxes will be permitted to individuals in computing their alternative minimum tax liability. If a fund does not so elect, the fund will be entitled to claim a deduction for certain foreign taxes incurred by the fund. Under certain circumstances, if a fund receives a refund of foreign taxes paid in respect of a prior year, the value of fund shares could be reduced or any foreign tax credits or deductions passed through to shareholders in respect of the fund’s foreign taxes for the current year could be reduced.

Real Estate Investments. Non-U.S. persons are generally subject to U.S. tax on a disposition of a “United States real property interest” (USRPI). Gain on such a disposition is generally referred to as “FIRPTA gain.” The Code provides a look-through rule for distributions of so-called FIRPTA gain by a fund if certain requirements are met. If the look-through rule applies, certain distributions attributable to income received by a fund, e.g., from U.S. REITs, may be treated as gain from the disposition of a USRPI, causing distributions to be subject to U.S. withholding tax at rates of up to 21%, and requiring non-U.S. investors to file non-resident U.S. income tax returns. Also, gain may be subject to a 30% branch profits tax in the hands of a foreign stockholder that is treated as a corporation for federal income tax purposes. Under certain circumstances, fund shares may qualify as USRPIs, which could result in 15% withholding on certain distributions and gross redemption proceeds paid to certain non-U.S. shareholders.

If a fund receives a dividend (other than a capital gain dividend) in respect of any share of REIT stock with a tax holding period of at least 46 days during the 91-day period beginning on the date that is 45 days before the date on which the stock becomes ex-dividend as to that dividend, then the fund’s dividends attributable to that REIT dividend income (as reduced by certain fund expenses) may be reported by the fund as eligible for the 20% deduction for “qualified REIT dividends” generally available to noncorporate shareholders under the Code. In order to qualify for this deduction, noncorporate shareholders must meet minimum holding period requirements with respect to their fund shares.

Taxes on Exchange-Listed Share Sales. Any capital gain or loss realized upon a sale of fund shares is generally treated as long-term capital gain or loss if fund shares have been held for more than one year and as short-term capital gain or loss if fund shares have been held for one year or less, except that any capital loss on the sale of fund 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 fund shares.

55


 
 

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 and the exchanger’s aggregate basis in the securities surrendered plus any cash paid for the Creation Units. A person who exchanges Creation Units for securities will generally recognize a gain or loss equal to the difference between the exchanger’s basis in the Creation Units and the aggregate market value of the securities and the amount of cash received. The Internal Revenue Service (the “IRS”), 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 should consult their own tax advisor with respect to whether wash sale rules apply and when a loss might be deductible.

Under current federal 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 applicable fund shares (or securities surrendered) have been held for more than one year and as a short-term capital gain or loss if the applicable fund shares (or securities surrendered) have been held for one year or less.

When creating or redeeming Creation Units, a confirmation statement showing the number of fund shares purchased or sold and at what price will be sent.

The trust, on behalf of each fund, has the right to reject an order for Creation Units if the purchaser (or a group of purchasers) would, upon obtaining the fund shares so ordered, own 80% or more of the outstanding shares of the applicable fund and if, pursuant to Section 351 of the Code, the applicable fund would have a basis in the securities different from the market value of the 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. If the trust does issue Creation Units to a purchaser (or a group of purchasers) that would, upon obtaining the fund shares so ordered, own 80% or more of the outstanding shares of the applicable fund, the purchaser (or group of purchasers) will not recognize gain or loss upon the exchange of securities for Creation Units.

If a fund redeems Creation Units in cash, it may bear additional costs and recognize more capital gains than it would if it redeems Creation Units in-kind.

Certain Tax-Exempt Investors. A fund, if investing in certain limited real estate investments and other publicly traded partnerships, may be required to pass through certain “excess inclusion income” and other income as “unrelated business taxable income” (UBTI). Prior to investing in a fund, tax-exempt investors sensitive to UBTI should consult their tax advisors regarding this issue and IRS pronouncements addressing the treatment of such income in the hands of such investors.

Investments In Certain Foreign Corporations. A fund may invest in foreign entities classified as passive foreign investment companies or “PFICs” or controlled foreign corporations or “CFCs” under the Code. PFIC and CFC investments are subject to complex rules that may under certain circumstances adversely affect a fund. Accordingly, investors should consult their own tax advisors and carefully consider the tax consequences of PFIC and CFC investments by a fund before making an investment in such fund. Fund dividends attributable to dividends received from PFICs generally will not be treated as qualified dividend income. Additional information pertaining to the potential tax consequences to the funds, and to the shareholders, from the funds’ potential investment in PFICs and CFCs can be found in the SAI.

Non-U.S. Investors. Ordinary income dividends paid by a fund to shareholders who are non-resident aliens or foreign entities will generally be subject to a 30% U.S. withholding tax (other than distributions reported by the fund as interest-related dividends and short-term capital gain dividends), unless a lower treaty rate applies or unless such income is effectively connected with a U.S. trade or business. In general, a fund may report interest-related dividends to the extent of its net income derived from U.S.-source interest, and a fund may report short-term capital gain dividends to the extent its net short-term capital gain for the taxable year exceeds its net long-term capital loss. Gains on the sale of fund shares and dividends that are, in each case, effectively connected with the conduct of a trade or business within the U.S. will generally be subject to U.S. federal net income taxation at regular income tax rates. Non-U.S. shareholders that own, directly or indirectly, more than 5% of a fund’s shares are urged to consult their own tax advisors concerning special tax rules that may apply to their investment.

Unless certain non-U.S. entities that hold fund shares comply with IRS requirements that will generally require them to report information regarding U.S. persons investing in, or holding accounts with, such entities, a 30% withholding tax may apply to distributions payable to such entities. A non-U.S. shareholder may be exempt from the withholding described in this paragraph under an applicable intergovernmental agreement between the U.S. and a foreign government, provided that the shareholder and the applicable foreign government comply with the terms of such agreement.

56


 
 

Backup Withholding. A fund will be required in certain cases to withhold (as “backup withholding”) on amounts payable to any shareholder who (1) has provided the fund either an incorrect tax identification number or no number at all, (2) is subject to backup withholding by the IRS for failure to properly report payments of interest or dividends, (3) has failed to certify to the fund that such shareholder is not subject to backup withholding, or (4) has not certified that such shareholder is a U.S. person (including a U.S. resident alien). The backup withholding rate is currently 24%. Backup withholding will not be applied to payments that have been subject to the 30% withholding tax on shareholders who are neither citizens nor permanent residents of the United States.

Certain Potential Tax Reporting Requirements. Under U.S. Treasury regulations, if a shareholder recognizes a loss of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder (or certain greater amounts over a combination of years), the shareholder must file with the Internal Revenue Service 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 are not excepted. 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.

Other Tax Issues. A fund may be subject to tax in certain states where the fund does business (or is treated as doing business as a result of its investments). Furthermore, in those states which have income tax laws, the tax treatment of the funds and of fund shareholders with respect to distributions by the funds may differ from federal tax treatment.

The foregoing discussion summarizes some of the consequences under current federal income tax law of an investment in the funds. It is not a substitute for personal tax advice. Consult a personal tax advisor about the potential tax consequences of an investment in the funds under all applicable tax laws.

General Information

Section 12(d)(1) of the 1940 Act restricts investments by investment companies in the securities of other investment companies, including shares of each fund.  Registered investment companies are permitted to invest in the funds 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 funds.

Premium/Discount Information

Information showing the number of days the market price of a fund’s shares was greater than a fund’s NAV per fund share (i.e., at a premium) and the number of days it was less than the fund’s NAV per fund share (i.e., at a discount) for various time periods is available by visiting the funds’ website at www.im.bnymellon.com.

57


 
 

Financial Highlights

Because the funds have not commenced operations prior to the date of this prospectus, financial highlights are not available.

 


 
 

For More Information

BNY Mellon US Large Cap Core Equity ETF

BNY Mellon US Mid Cap Core Equity ETF

BNY Mellon US Small Cap Core Equity ETF

BNY Mellon International Equity ETF

BNY Mellon Emerging Markets Equity ETF

BNY Mellon Core Bond ETF

BNY Mellon Short Duration Corporate Bond ETF

BNY Mellon High Yield Beta ETF                                            

More information on each fund is available free upon request, including the following:

Annual/Semiannual Report

Each fund’s annual and semiannual reports describe the fund’s performance, list portfolio holdings and contain a letter from the fund’s manager discussing recent market conditions, economic trends and fund strategies that significantly affected the fund’s performance during the period covered by the report.  The fund’s most recent annual and semiannual reports will be available at www.im.bnymellon.com.

Statement of Additional Information (SAI)

The SAI provides more details about each fund and its respective policies.  A current SAI is available at www.im.bnymellon.com and is on file with the Securities and Exchange Commission (SEC).  The SAI is incorporated by reference (and is legally considered part of this prospectus).

Portfolio Holdings

BNY Mellon ETF Trust discloses, at www.im.bnymellon.com, the identities and quantities of the securities held by each fund.  A complete description of each fund’s policies and procedures with respect to the disclosure of the fund’s portfolio securities is available in the fund’s SAI.

To Obtain Information

By telephone.  Call 1-800-[                   ] (inside the U.S. only)

By mail.
BNY Mellon ETF Trust
240 Greenwich Street

New York, New York 10286

By E-mail.  Send your request to [info@website]

On the Internet.  Certain fund documents can be viewed online or downloaded from:

SEC:  The EDGAR Database at http://www.sec.gov.  Copies of this information may be obtained, after paying a duplicating fee, by electronic request at the following E-mail address:  publicinfo@sec.gov.

BNY Mellon ETF Trust:  www.im.bnymellon.com

This prospectus does not constitute an offer or solicitation in any state or jurisdiction in which, or to any person to whom, such offering or solicitation may not lawfully be made.

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 shares of any fund, and, if given or made, the information or representations must not be relied upon as having been authorized by the trust or the funds.  Neither the delivery of this prospectus nor any sale of shares of any 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 shares of any fund, whether or not participating in this distribution, are generally required to deliver a prospectus.  This is in addition to any obligation of dealers to deliver a prospectus when acting as underwriters.

 

SEC file number:  811-23477

© 2019 BNY Mellon Securities Corporation

 

 


 

The information in this  Statement of Additional Information is not complete and may be changed. A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission. The securities described herein may not be sold until the registration statement becomes effective. This Statement of Additional Information is not an offer to sell or the solicitation of an offer to buy securities and is not soliciting an offer to buy these securities in any state in which the offer, solicitation or sale would be unlawful.

 

STATEMENT OF ADDITIONAL INFORMATION

 

[           ], 2019

 

This Statement of Additional Information (“SAI ”), which is not a prospectus, supplements and should be read in conjunction with the current prospectus of each fund listed below, as such prospectuses may be revised from time to time.  To obtain a copy of a fund’s prospectus, please call your financial adviser, or write to the fund at 240 Greenwich Street, New York, New York 10286, visit at www.im.bnymellon.com, or call 1-800-[                ] (inside the U.S. only).

The most recent annual report and semi-annual report to shareholders for each fund are separate documents supplied with this SAI, and the financial statements, accompanying notes and report of the independent registered public accounting firm appearing in the annual report are incorporated by reference into this SAI.  Capitalized but undefined terms used in this SAI are defined in the Glossary at the end of this SAI.

Principal U.S. Listing Exchange for each ETF:  [                      ]

   

 

 

 

 

Fund

Abbreviation

Ticker

Fiscal Year End

Prospectus Date

 

 

 

 

 

BNY Mellon ETF Trust

Trust

 

 

 

BNY Mellon US Large Cap Core Equity ETF

BLCCEF

[   ]

October 31st

[               ]

BNY Mellon US Mid Cap Core Equity ETF

BMCCEF

[   ]

October 31st

[               ]

BNY Mellon US Small Cap Core Equity ETF

BSCCEF

[   ]

October 31st

[               ]

BNY Mellon International Equity ETF

BIEF

[   ]

October 31st

[               ]

BNY Mellon Emerging Markets Equity ETF

BEMEF

[   ]

October 31st

[               ]

BNY Mellon Core Bond ETF

BCBF

[   ]

October 31st

[               ]

BNY Mellon Short Duration Corporate Bond ETF

BSDCBF

[   ]

October 31st

[               ]

BNY Mellon High Yield Beta ETF

BHYBF

[   ]

October 31st

[               ]

 

1


 

TABLE OF CONTENTS

 

 

PART I

 

BOARD INFORMATION

 

Information About Each Board Member's Experience, Qualifications, Attributes or Skills

Committee Meetings

Board Members' Fund Share Ownership

Board Members' Compensation

 

OFFICERS

 

CERTAIN PORTFOLIO MANAGER INFORMATION

 

ADVISER'S AND SUB-ADVISER’S COMPENSATION; COMPLIANCE SERVICES

 

Advisers' Compensation

Compliance Services

 

SECURITIES LENDING ACTIVITIES

 

OFFERING PRICE

 

CONTINUOUS OFFERING

 

EXCHANGE LISTING AND TRADING

 

BOOK ENTRY ONLY SYSTEM

 

RATINGS OF CORPORATE DEBT SECURITIES

 

SECURITIES OF REGULAR BROKERS OR DEALERS

 

COMMISSIONS

 

PORTFOLIO TURNOVER VARIATION

 

SHARE OWNERSHIP

 

PART II

 

PURCHASE AND REDEMPTION OF CREATION UNITS

 

INVESTMENTS, INVESTMENT TECHNIQUES AND RISKS

 

INVESTMENT RESTRICTIONS

 

Fundamental Policies

Nonfundamental Policies

 

INFORMATION ABOUT THE FUNDS' ORGANIZATION AND STRUCTURE

 

CERTAIN EXPENSE ARRANGEMENTS AND OTHER DISCLOSURES

 

Expense Arrangements

 

 

8

 

8

9

9

9

 

10

 

11

 

13

 

13

13

 

13

 

14

 

14

 

15

 

16

 

17

 

17

 

18

 

18

 

18

 

 

 

1

 

8

 

16

 

16

17

 

18

 

18

 

18

2


 

 

Index Licensing Disclosures

 

COUNSEL AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

PART III

 

ADDITIONAL INFORMATION ABOUT HOW TO BUY SHARES

 

Frequent Purchases and Exchanges

 

INFORMATION ABOUT SHAREHOLDER SERVICES

 

INFORMATION ABOUT DISTRIBUTION PLANS AND SERVICE PLANS

 

ADDITIONAL INFORMATION ABOUT INVESTMENTS, INVESTMENT TECHNIQUES AND RISKS

 

Equity Securities

Common Stock

Preferred Stock

Tracking Stock

Convertible Securities

Warrants and Purchase Rights

IPOs

Fixed-Income Securities

U.S. Government Securities

Corporate Debt Securities

Ratings of Securities; Unrated Securities

High Yield and Lower-Rated Securities

Zero Coupon, Pay-In-Kind and Step-Up Securities

Variable and Floating Rate Securities

Mortgage-Related Securities

Asset-Backed Securities

Municipal Securities

Real Estate Investment Trusts (REITs)

Money Market Instruments

Bank Obligations

Repurchase Agreements

Commercial Paper

Foreign Securities

Investing in Europe

Investing in Japan

Emerging Markets

Depositary Receipts and New York Shares

Sovereign Debt Obligations

Eurodollar and Yankee Dollar Investments

Investment Companies

Private Investment Funds

Exchange-Traded Funds and Similar Exchange-Traded Products (ETFs)

Exchange-Traded Notes

Derivatives

Risks

CPO Exemption

Specific Types of Derivatives

Foreign Currency Transactions

Lending Portfolio Securities

Borrowing Money

19

 

20

 

 

 

1

 

1

 

1

 

1

 

2

 

2

3

3

3

3

4

4

5

6

7

7

7

9

10

10

14

14

19

20

20

21

21

22

23

23

24

26

27

28

28

29

29

30

30

30

32

32

39

40

41

3


 

 

Forward Commitments

Forward Roll Transactions

LIBOR Rate Risk

Illiquid Securities

Illiquid Securities Generally

Section 4(2) Paper and Rule 144A Securities

Non-Diversified Status

Cybersecurity Risk

Investments in the Technology Sector

Investments in the Real Estate Sector

Investments in the Infrastructure Sector

Investments in the Natural Resources Sector

 

RATING CATEGORIES

 

S&P

Long-Term Issue Credit Ratings

Short-Term Issue Credit Ratings

Municipal Short-Term Note Ratings Definitions

Moody's

Long-Term Obligation Ratings and Definitions

Short-Term Ratings

U.S. Municipal Short-Term Debt and Demand Obligation Ratings

Fitch

Corporate Finance Obligations — Long-Term Rating Scales

Structured, Project & Public Finance Obligations — Long-Term Rating Scales

Short-Term Ratings Assigned to Issuers and Obligations

DBRS

Long Term Obligations

Commercial Paper and Short Term Debt

 

ADDITIONAL INFORMATION ABOUT THE BOARD

 

Boards' Oversight Role in Management

Board Composition and Leadership Structure

Additional Information About the Board and their Committee

 

MANAGEMENT ARRANGEMENTS

 

The Adviser

Sub-Advisers

Portfolio Managers and Portfolio Manager Compensation

Certain Conflicts of Interest with Other Accounts

Code of Ethics

Distributor

Service Agents

Transfer Agent and Custodian

Annual Anti-Money Laundering Program Review

Funds' Compliance Policies and Procedures

Combined Prospectuses

Escheatment

 

DETERMINATION OF NAV

 

Valuation of Portfolio Securities

Calculation of NAV

Expense Allocations

41

41

42

42

42

43

43

43

44

44

45

45

 

45

 

45

46

47

47

48

48

48

49

49

49

50

51

51

51

52

 

53

 

53

53

53

 

54

 

54

54

54

55

56

56

57

57

58

58

58

58

 

58

 

58

59

59

4


 

 

[___] and Transfer Agent Closings

 

ADDITIONAL INFORMATION ABOUT DIVIDENDS AND DISTRIBUTIONS

 

CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

 

Taxation of the Funds

Taxation of Shareholders - Distributions

Taxation of Shareholders – Sale of Shares

Cost Basis Reporting

Taxation of Fund Investments

Tax-Exempt Shareholders

Foreign Shareholders

Backup Withholding

Creation Units

Certain Potential Tax Reporting Requirements

State Tax Matters

 

PORTFOLIO TRANSACTIONS

 

Trading the Funds' Portfolio Securities

Soft Dollars

IPO Allocations

 

DISCLOSURE OF PORTFOLIO HOLDINGS

 

Policy on Disclosure of Portfolio Holdings

 

SUMMARY OF THE PROXY VOTING POLICY AND PROCEDURES OF THE BNY MELLON FAMILY OF FUNDS

 

Proxy Voting By the Adviser

Voting Proxies of Designated BHCs

Material Conflicts of Interest

Voting Shares of Certain Registered Investment Companies

 

SUMMARIES OF THE VOTING GUIDELINES

 

Summary of the BNY Mellon Voting Guidelines

Summary of the ISS Guidelines

ISS Global Voting Principles

Accountability

Stewardship

Independence

Transparency

Regional Policy and Principles – Americas

Board

U.S. and Canada

Americas Regional and Brazil

Compensation

The U.S. and Canada

Americas Regional and Brazil

Audit

U.S. and Canada

Americas Regional and Brazil

Shareholder Rights/Takeover Defenses

U.S.

60

60

 

60

 

61

62

64

64

64

67

67

68

68

68

69

 

69

 

69

71

72

 

72

 

72

 

 

73

 

73

74

74

74

 

75

 

75

82

82

82

82

82

82

82

83

83

83

83

83

84

84

84

85

85

85

5


 

      

Canada

Americas Regional and Brazil

Environmental & Social Issue Shareholder Proposals

U.S.

Canada

Latin America

Merger & Acquisition & Capital Related Proposals

U.S. and Canada

Americas Regional and Brazil

Regional Policy and Principles – Europe, Middle East and Africa

ISS European Policy

U.K. and Ireland - NAPF Corporate Governance Policy and Voting Guidelines

ISS South Africa Policy

ISS Russia and Kazakhstan Policy

ISS EMEA Regional Policy

Regional Policy and Principles – Asia-Pacific

Board

Japan

Hong Kong

Korea

Singapore

China

Taiwan

India

Australia

Compensation

Japan

Hong Kong

Korea

Singapore

China

Taiwan

India

Australia

Audit

Japan

Hong Kong, Singapore and India

Korea and Taiwan

China

Australia

Shareholder Rights/Takeover Defenses

Japan

Hong Kong, Singapore, Taiwan and India

Korea

China

Australia

Environmental & Social Issue Shareholder Proposals

Japan

Hong Kong, Singapore, China, Taiwan and India

Korea

Australia

Merger & Acquisition /Economic Proposals

Japan, Hong Kong, Singapore, China, Taiwan, India and Australia

Korea

85

85

86

86

86

86

86

86

87

87

87

87

87

87

87

88

88

88

88

88

89

89

89

90

90

90

90

90

90

91

91

91

91

91

91

91

91

92

92

92

92

92

92

92

92

93

93

93

93

93

93

93

93

93

6


 

 

ADDITIONAL INFORMATION ABOUT THE FUNDS' STRUCTURE; FUND SHARES AND VOTING RIGHTS

 

Massachusetts Business Trusts

Fund Shares and Voting Rights

 

LOCAL MARKET HOLIDAY SCHEDULES

 

GLOSSARY

 

FINANCIAL STATEMENTS

 

93

 

94

94

 

94

 

105

 

109

7


 

PART I

BOARD INFORMATION

Information About Each Board Member’s Experience, Qualifications, Attributes or Skills

Board members for the funds, together with information as to their positions with the funds, principal occupations and other board memberships during the past five years, are shown below.  The address of each board member is [240 Greenwich Street, New York, New York 10286].

 

Name
Year of Birth
Position

Year Joining the Board

Principal Occupation During Past 5 Years

Number of Funds in BNY Mellon Fund Complex Overseen by Trustee

Other Public Company Board Memberships During Past 5 Years

INTERESTED BOARD MEMBERS

Jeff Prusnofsky
Board Member

 

[    ]

[    ]

[    ]

INDEPENDENT BOARD MEMBERS

[    ]
Chairman of the Board1

 

[    ]

[    ]

[    ]

[    ]
Board Member1

 

[    ]

[    ]

[    ]

[    ]
Board Member1

 

[    ]

[    ]

[    ]

[    ]
Board Member1

 

[    ]

[    ]

[    ]

[    ]
Board Member1

 

[    ]

[    ]

[    ]

[    ]
Board Member1

 

[    ]

[    ]

[    ]

[    ]
Board Member1

 

[    ]

[    ]

[    ]

 

1 Serves on the board’s audit committee.

 

 

Additional information about each board member follows (supplementing the information provided in the table above) that describes some of the specific experiences, qualifications, attributes or skills that each board member possesses which the board believes has prepared them to be effective board members.  The board believes that the significance of each board member’s experience, qualifications, attributes or skills is an individual matter (meaning

 

8


 

that experience that is important for one board member may not have the same value for another) and that these factors are best evaluated at the board level, with no single board member, or particular factor, being indicative of board effectiveness.  However, the board believes that board members need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with fund management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties; the board believes that its members satisfy this standard.  Experience relevant to having this ability may be achieved through a board member’s educational background; business, professional training or practice (e.g., medicine, accounting or law), public service or academic positions; experience from service as a board member or as an executive of investment funds, public companies or significant private or not-for-profit entities or other organizations; and/or other life experiences. 

 

·       [Description of Chairman to be inserted at a later filing]

·       [Description of Board Member to be inserted at a later filing]

·       [Description of Board Member to be inserted at a later filing]

·       [Description of Board Member to be inserted at a later filing]

·       [Description of Board Member to be inserted at a later filing]

·       [Description of Board Member to be inserted at a later filing]

·       [Description of Board Member to be inserted at a later filing]

·       [Description of Board Member to be inserted at a later filing]

Committee Meetings

The board has the following standing committee [s]:  audit committee [and a [      ] committee ].  Because the funds had not commenced operations as of the date of this SAI, there have been no committee meetings.

Board Members’ and Officers’ Fund Share Ownership

The funds had not commenced operations as of the date of this SAI and therefore, as of the date of this SAI, no board member owned any shares in the funds.

As of [                      ], none of the independent board members or their immediate family members owned securities of the Adviser, any Sub-Advisers, the Distributor or any person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with the Adviser, any Sub-Advisers or the Distributor.

Board Members’ Compensation

Because the funds had not commenced operations as of the date of this SAI, no compensation has previously been provided to the Independent Trustees.

The below is an estimate of the aggregate amount of fees to be paid by the Trust to each current independent board member for the funds’ fiscal year ending October 31, 2020.  The funds also reimburse board members for their covered expenses. 

 

 

9


 

 

Name of Independent Board Member

 

Aggregate Compensation from the Trust

 

Pension of Retirement Benefits Accrued as Part of Trust Expenses

 

Estimated Annual Benefits Upon Retirement

 

Total Compensation From the Trust and BNY Mellon Fund Complex Paid to Independent Trustees(1)

 

 

$                            [     ]

                      N/A

                      N/A

                          $[     ]

 

$                            [     ]

                      N/A

                      N/A

                       $[     ]

 

$                            [     ]

                      N/A

                      N/A

                       $[     ]

 

$                            [     ]

                      N/A

                      N/A

                       $[     ]

 

$                            [     ]

                      N/A

                      N/A

                       $[     ]

 

$                            [     ]

                      N/A

                      N/A

                       $[     ]

 

$                            [     ]

                      N/A

                      N/A

                       $[     ]

 

(1)            Represents the number of separate portfolios comprising the investment companies in the fund complex, including the funds, for which the board member served as of the date of this SAI. 

 

 

OFFICERS

 

Name
Year of Birth
Position
Since

Principal Occupation During Past 5 Years

Number of Investment Companies (Portfolios) for which serves as an Officer in the BNY Mellon Fund Complex

 

 

 

 

 

Bennett A. MacDougall

1971
President
2019

Chief Legal Officer of Adviser and Associate General Counsel and Managing Director of BNY Mellon since June 2015; from June 2005 to June 2015, Director and Associate General Counsel of Deutsche Bank – Asset & Wealth Management Division and Chief Legal Officer of Deutsche Investment Management Americas Inc. from June 2012 to May 2015

63 (147)

 

Sarah S. Kelleher

1975
Treasurer
2019

Managing Counsel of BNY Mellon since December 2017, from March 2013 to December 2017, Senior Counsel of BNY Mellon.

63 (147)

 

[    ]

Chief Legal Officer

2019

[    ]

[    ]

 

[    ]

Vice President and Secretary
2019

[    ]

[    ]

 

[    ]

Vice President and Assistant Secretary

2019

[    ]

[    ]

 

[    ]
Vice President and Assistant Secretary
2019

[    ]

[    ]

 

[    ]
Vice President and Assistant Secretary
2019

[    ]

[    ]

 

[    ]
Vice President and Assistant Secretary
2019

[    ]

[    ]

 

[    ]
Assistant Treasurer
2019

[    ]

[    ]

 

[    ]
Assistant Treasurer
2019

[    ]

[    ]

 

[    ]
Assistant Treasurer
2019

[    ]

[    ]

 

[    ]
Assistant Treasurer
2019

[    ]

[    ]

 

  [    ]
  Chief Compliance Officer
  2019

  [    ]

  [    ]

  [    ]
  Anti-Money Laundering Compliance 

  Officer
  2019

  [    ]

  [    ]

 

10


 

 


The address of each officer is 240 Greenwich Street, New York, New York 10286.

CERTAIN PORTFOLIO MANAGER INFORMATION

 

The following table lists the funds’ portfolio managers, if any, who are in addition to the primary portfolio managers listed in the prospectus.  See the prospectus for a list of, and certain other information regarding, the primary portfolio manager(s) for your fund.

 

Fund

Additional Portfolio Managers

 

 

BLCCEF

[    ]

BMCCEF

[    ]

BSCCEF

[    ]

BIEF

[    ]

BEMEF

[    ]

BCBF

[    ]

BSDCBF

[    ]

BHYBF

[    ]

11


 

 

The following table lists the number and types of accounts advised by each fund’s primary portfolio manager(s) and assets under management in those accounts as of the end of the last calendar year, [    ]. 

Primary
Portfolio Manager

Registered Investment Companies

Total Assets Managed

Other Pooled Investment Vehicles

Total Assets Managed

Other Accounts

Total Assets Managed

Richard A. Brown

[    ]

$[    ]

[    ]

$[    ]

[    ]

$[    ]

Thomas J. Durante

[    ]

$[    ]

[    ]

$[    ]

[    ]

$[    ]

Gregory A. Lee

[    ]

$[    ]

[    ]

$[    ]

[    ]

$[    ]

Nancy G. Rogers

[    ]

$[    ]

[    ]

$[    ]

[    ]

$[    ]

Paul Benson

[    ]

$[    ]

[    ]

$[    ]

[    ]

$[    ]

Manuel Hayes

[    ]

$[    ]

[    ]

$[    ]

[    ]

$[    ]

Stephanie Shu

[    ]

$[    ]

[    ]

$[    ]

[    ]

$[    ]

         

 

The following table provides information on accounts managed (included within the table above) by each primary portfolio manager that are subject to performance-based advisory fees. 

Primary
Portfolio Manager

Type of Account

Number of Accounts
Subject to Performance Fees

Total Assets of Accounts

 

 

 

 

Richard A. Brown

[    ]

[    ]

$[    ]

Thomas J. Durante

[    ]

[    ]

$[    ]

Gregory A. Lee

[    ]

[    ]

$[    ]

Nancy G. Rogers

[    ]

[    ]

$[    ]

Paul Benson

[    ]

[    ]

$[    ]

Manuel Hayes

[    ]

[    ]

$[    ]

Stephanie Shu

[    ]

[    ]

$[    ]

 

The following table lists the dollar range of fund shares beneficially owned by the primary portfolio manager(s) as of the date of this SAI.  Because the funds had not commenced operations as of the date of this SAI, no portfolio manager owned any shares in the funds.

Primary Portfolio Manager

Fund

Dollar Range of Fund Shares Beneficially Owned

 

 

 

Richard A. Brown

BLCCEF

None

 

BMCCEF

None

 

BSCCEF

None

 

BIEF

None

 

BEMEF

None

Thomas J. Durante

BLCCEF

None

 

BMCCEF

None

 

BSCCEF

None

 

BIEF

None

 

BEMEF

None

Gregory A. Lee

BCBF

None

 

BSDCBF

None

Nancy G. Rogers

BCBF

None

 

BSDCBF

None

Paul Benson

BHYBF

None

Manuel Hayes

BHYBF

None

Stephanie Shu

BHYBF

None

12


 

 

 

 

  ADVISER’S AND SUB-ADVISER’S COMPENSATION; COMPLIANCE SERVICES

 

Adviser’s Compensation

 

The funds will pay a monthly management fee to the Adviser at the annual rate set forth in the table below (stated as a percentage of each fund’s average daily net assets): 

 

Fund

Fee Rate

 

 

BLCCEF

[     ]%

BMCCEF

[     ]%

BSCCEF

[     ]%

BIEF

[     ]%

BEMEF

[     ]%

BCBF

[     ]%

BSDCBF

[     ]%

BHYBF

[     ]%

 

Sub-Adviser’s Compensation

For BNY Mellon US Large Cap Core Equity ETF, BNY Mellon US Mid Cap Core Equity ETF, BNY Mellon US Small Cap Core Equity ETF, BNY Mellon International Equity ETF, BNY Mellon Emerging Markets Equity ETF, BNY Mellon Core Bond ETF, BNY Mellon Short Duration Corporate Bond ETF and BNY Mellon High Yield Beta ETF, the Adviser will pay a contractual fee rate to Mellon Investments Corporation (“Mellon”) as Sub-Adviser.   Such funds operate pursuant to an exemptive order that permits each fund to disclose, as a dollar amount and a percentage of its net assets, the aggregate fees paid to the Adviser and Mellon.  The expected aggregate annual fee payable to the Adviser and Mellon by each fund is stated in the table above.


Compliance Services

The funds’ compliance program is developed, implemented and maintained by the funds’ CCO and her staff.  The CCO’s staff works on the compliance program and related matters for the funds.  [Compensation and expenses of the CCO and her staff generally are allocated among such funds based on an equal amount per fund with incremental amounts allocated to funds with more service providers.]  Because the funds are unitary fee funds, such compliance compensation and expenses are borne by the Adviser.  Because the funds were not in operation as of the date of this SAI, no amounts have been paid for CCO compliance services.

13


 

 

SECURITIES LENDING ACTIVITIES

 

The board intends to approve participation in a securities lending program for each fund.  Under the proposed securities lending program, [      ] serves as each funds’ securities lending agent (“Securities Lending Agent”).  As the funds were not operational as of the date of this SAI, the funds have not earned any income from securities lending nor paid any fees to the Securities Lending Agent.  Each fund’s share of securities lending income will be credited back to the fund.

The services intended to be provided by [                        ] as Securities Lending Agent are as follows: selection of securities to be loaned; locating borrowers previously approved by the funds’ board; negotiation of loan terms; monitoring daily the value of the loaned securities and collateral; requiring additional collateral as necessary; investing cash collateral in accordance with the funds’ instructions; marking to market non-cash collateral; maintaining custody of non-cash collateral; recordkeeping and account servicing; monitoring dividend activity and material proxy votes relating to loaned securities; transferring loaned securities; recalling loaned securities in accordance with the funds’ instructions; and arranging for return of loaned securities to the fund at loan termination.

OFFERING PRICE

Each fund offers and issues its shares at their net asset value (“NAV”) only in aggregations of a specified number of shares (each, a “Creation Unit ”).  Each fund generally offers and issues its shares either in exchange for (i) a basket of securities included in the fund’s underling index (“Deposit Securities”) together with the deposit of a specified cash payment (“Cash Component”) or (ii) a cash payment equal in value to the Deposit Securities (“Deposit Cash”) together with the Cash Component.  The primary consideration accepted by a fund (i.e., Deposit Securities or Deposit Cash) is set forth under “Purchase and Redemption of Creation Units” later in this SAI.  The Trust reserves the right to permit or require the substitution of a “cash in lieu” amount to be added to the Cash Component to replace any Deposit Security and reserves the right to permit or require the substitution of Deposit Securities in lieu of Deposit Cash (subject to applicable legal requirements).  The Trust also reserves the right to deviate from a representative selection of a fund’s portfolio holdings as part of the Deposit Securities if such deviation is in the best interests of the fund and its shareholders.  The shares have been approved for listing and secondary trading on a national securities exchange (“Exchange”).  The shares will trade on the Exchange at market prices. These prices may differ from the shares’ NAVs. The shares are also redeemable only in Creation Unit aggregations, and generally in exchange either for (i) portfolio securities and a specified cash payment or (ii) cash (subject to applicable legal requirements).  For the preceding, the Trust reserves the right to deviate from a representative selection of a fund’s portfolio holdings if such deviation is in the best interests of the fund and its shareholders.  A Creation Unit of each fund consists of [                             ] shares.

Shares may be issued in advance of receipt of Deposit Securities subject to various conditions including a requirement to maintain on deposit with the Trust cash at least equal to a specified percentage of the market value of the missing Deposit Securities as set forth in the Participant Agreement.  See “Purchase and Redemption of Creation Units.” The Trust may impose a transaction fee for each creation or redemption.  In all cases, such fees will be limited in accordance with the requirements of the SEC applicable to management investment companies offering redeemable securities. In addition to the fixed creation or redemption transaction fee, an additional transaction fee of up to three times the fixed creation or redemption transaction fee and/or an additional variable charge may apply as discussed in the section “Purchase and Redemptions of Creation Units” in Part II of this SAI below.

CONTINUOUS OFFERING

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

14


 

For example, a broker-dealer firm or its client may be deemed a statutory underwriter if it takes Creation Units after placing an order with the Distributor, breaks them down into constituent shares, and sells such shares directly to customers, or if it chooses to couple the creation of a supply of new shares with an active selling effort involving solicitation of secondary market demand for shares.  A determination of whether one is an underwriter for purposes of the Securities Act must take into account all the facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular case, and the examples mentioned above should not be considered a complete description of all the activities that could lead to a categorization as an underwriter. 

Broker-dealer firms should also note that dealers who are not “underwriters” but are effecting transactions in shares, whether or not participating in the distribution of shares, are generally required to deliver a prospectus. This is because the prospectus delivery exemption in Section 4(a)(3) of the Securities Act is not available in respect of such transactions as a result of Section 24(d) of the 1940 Act.  Firms that incur a prospectus-delivery obligation with respect to shares of a fund are reminded that under Securities Act Rule 153, a prospectus-delivery obligation under Section 5(b)(2) of the Securities Act owed to an exchange member in connection with a sale on an exchange is satisfied by the fact that a fund’s 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.

The Adviser or its affiliates (the “Selling Shareholder”) may purchase Creation Units through a broker-dealer to “seed” (in whole or in part) funds as they are launched, or may purchase shares from broker-dealers or other investors that have previously provided “seed” for funds when they were launched or otherwise in secondary market transactions, and because the Selling Shareholder may be deemed an affiliate of such funds, the fund shares are being registered to permit the resale of these shares from time to time after purchase. The funds will not receive any of the proceeds from the resale by the Selling Shareholders of these fund shares.

The Selling Shareholder intends to sell all or a portion of the fund shares owned by it and offered hereby from time to time directly or through one or more broker-dealers, and may also hedge such positions. The fund shares may be sold on any national securities exchange on which the fund shares may be listed or quoted at the time of sale, in the over-the-counter market or in transactions other than on these exchanges or systems at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve cross or block transactions.

The Selling Shareholder may also loan or pledge fund shares to broker-dealers that in turn may sell such fund shares, to the extent permitted by applicable law. The Selling Shareholder may also enter into options or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of fund shares, which fund shares such broker-dealer or other financial institution may resell.

The Selling Shareholder and any broker-dealer or agents participating in the distribution of fund shares may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid to any such broker-dealer or agent and any profit on the resale of t