N-1A/A 1 lp1bnymetft.htm SECOND PRE-EFFECTIVE AMENDMENT lp1bnymetft.htm - Generated by SEC Publisher for SEC Filing  

As filed with the Securities and Exchange Commission on February 14, 2020

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.  2       [X]

Post-Effective Amendment No.        [   ]

and/or

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

            Amendment No. 2                        [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

[          ], 2020

 

 

BNY Mellon US Large Cap Core Equity ETF

Ticker:  BKLC

BNY Mellon US Mid Cap Core Equity ETF

Ticker:  BKMC

BNY Mellon US Small Cap Core Equity ETF

Ticker:  BKSE

BNY Mellon International Equity ETF

TickerBKIE

BNY Mellon Emerging Markets Equity ETF

Ticker:  BKEM

BNY Mellon Core Bond ETF

Ticker:  BKAG

BNY Mellon Short Duration Corporate Bond ETF

Ticker:  BKSB

BNY Mellon High Yield Beta ETF

Ticker:  BKHY

 

 

 

Principal U.S. Listing Exchange:  NYSE Arca, Inc.

 

Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission, paper copies of a fund’s annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from your financial intermediary (such as a broker-dealer or bank). Instead, shareholder reports will be available on the funds’ website (www.im.bnymellon.com), and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the funds electronically anytime by contacting your financial intermediary. You may elect to receive all future fund shareholder reports in paper free of charge. Please contact your financial intermediary to inform them that you wish to continue receiving paper copies of fund shareholder reports and for details about whether your election to receive reports in paper will apply to all funds held with your financial intermediary.

 

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

 6

BNY Mellon US Small Cap Core Equity ETF

10

BNY Mellon International Equity ETF

14

BNY Mellon Emerging Markets Equity ETF

20

BNY Mellon Core Bond ETF

26

BNY Mellon Short Duration Corporate Bond ETF

31

BNY Mellon High Yield Beta ETF

35

Fund Details

Goal and Approach

40

Investment Risks

47

Management

59

Distributor and Distribution and Service Plan

61

Index/Trademark Licenses/Disclaimers

61

Additional Information

Additional Purchase and Sale Information

64

Portfolio Holdings Disclosure

64

Distributions

65

Additional Tax Information

65

General Information

69

Financial Highlights

70

 

For More Information

See back cover.

1


 
 
Fund Summary

 

BNY Mellon US Large Cap Core Equity ETF

Investment Objective

The fund seeks to track 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, hold and sell shares of the fund.  You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and Example below.

 

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.

 

*             The fund's management agreement provides that the Adviser, BNY Mellon ETF Investment Adviser, LLC, will pay substantially all expenses of the fund, except for the management fees, interest expenses, taxes, brokerage commissions, costs of holding shareholder meetings, fees and expenses associated with the fund’s securities lending program, and litigation and potential litigation and other extraordinary expenses not incurred in the ordinary course of the fund's business.

 

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 index includes the securities of companies whose cumulative total market capitalization represents approximately the top 70% of the remaining securities.  The index rebalances quarterly in March, June, September and December, and reconstitutes semi-annually in June and December.  As of December 31, 2019, the index was comprised of 221 securities.

2


 
 

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 may be concentrated in an industry or group of industries only to the extent that the index concentrates in a particular industry or group of industries.  As of December 31, 2019, 24.87% of the index consisted of securities of issuers in the information technology 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. The index provider determines the composition of the index and relative weightings of the securities in the index, which is subject to change by the index provider.  The index provider publishes information regarding the market value of the index.

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. Outdated or unreliable market information could result in errors in index data, index computations or the construction of the index in accordance with its methodology and may not be identified and corrected by the index provider for a period of time or at all, which may have an adverse impact on the fund and its shareholders.

·  Large-cap stock risk.  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-capitalization companies, large-capitalization companies may be less responsive to changes and opportunities affecting their business.  In addition, large-capitalization companies may be subject to greater regulation than small- and mid-capitalization companies.

·  Information technology companies risk. The information technology sector has been among the most volatile sectors of the stock market. Because the fund's investments are significantly exposed to companies in the information technology sector, its performance will be significantly affected by developments in that sector. Information technology companies involve greater risk because their revenue and/or earnings tend to be less predictable (and some companies may be experiencing significant losses) and their share prices tend to be more volatile. Certain information technology companies may have limited product lines, markets or financial resources, or may depend on a limited management group. In addition, these companies are strongly affected by worldwide technological developments, and their products and services may not be economically successful or may quickly become outdated. Investor perception may play a greater role in determining the day-to-day value of information technology stocks than it does in other sectors. Fund investments may decline dramatically in value if anticipated products or services are delayed or cancelled. The risks associated with information technology companies are magnified in the case of small-cap technology companies.

·  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.

3


 
 

·  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.

·  Non-diversification risk.  To the extent the fund becomes 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, the primary portfolio managers of the fund, are jointly and primarily responsible for management of the fund.  Each portfolio manager has been a primary portfolio manager of the fund since its inception in [March 2020].  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 portfolio of in-kind securities designated by the fund and/or cash.

4


 
 

Individual fund shares may only be purchased and sold on the NYSE Arca, Inc., 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). When buying or selling shares in the secondary market, you may incur costs attributable to the difference between the highest price a buyer is willing to pay to purchase shares of the fund (bid) and the lowest price a seller is willing to accept for shares of the fund (ask) (the “bid-ask spread”).  When available, recent information regarding the fund’s NAV, market price, premiums and discounts, and bid-ask spreads will be available at www.im.bnymellon.com.

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.

5


 
 

Fund Summary

BNY Mellon US Mid Cap Core Equity ETF
Investment Objective

The fund seeks to track 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, hold and sell shares of the fund.  You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and Example below.

 

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.

 

*             The fund's management agreement provides that the Adviser, BNY Mellon ETF Investment Adviser, LLC, will pay substantially all expenses of the fund, except for the management fees, payments under the fund's 12b-1 plan (if any), interest expenses, taxes, acquired fund fees and expenses, brokerage commissions, costs of holding shareholder meetings, fees and expenses associated with the fund’s securities lending program, and litigation and potential litigation and other extraordinary expenses not incurred in the ordinary course of the fund's business.

 

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 index includes the securities of companies whose cumulative total market capitalization falls approximately between the bottom 10%-30% of the remaining securities.  The index rebalances quarterly in March, June, September and December, and reconstitutes semi-annually in June and December.  As of December 31, 2019, the index was comprised of 542 securities.

6


 
 

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 may be concentrated in an industry or group of industries only to the extent that the index concentrates in a particular industry or group of industries. 

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. The index provider determines the composition of the index and relative weightings of the securities in the index, which is subject to change by the index provider.  The index provider publishes information regarding the market value of the index.

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. Outdated or unreliable market information could result in errors in index data, index computations or the construction of the index in accordance with its methodology and may not be identified and corrected by the index provider for a period of time or at all, which may have an adverse impact on the fund and its shareholders.

·  Midsize company risk.  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 midsize 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.

7


 
 

·  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.

·  Non-diversification risk.  To the extent the fund becomes 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, the primary portfolio managers of the fund, are jointly and primarily responsible for management of the fund.  Each portfolio manager has been a primary portfolio manager of the fund since its inception in [March 2020].  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 portfolio of in-kind securities designated by the fund and/or cash.

Individual fund shares may only be purchased and sold on the NYSE Arca, Inc., 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). When buying or selling shares in the secondary market, you may incur costs attributable to the difference between the highest price a buyer is willing to pay to purchase shares of the fund (bid) and the lowest price a seller is willing to accept for shares of the fund (ask) (the “bid-ask spread”).  When available, recent information regarding the fund’s NAV, market price, premiums and discounts, and bid-ask spreads will be available at www.im.bnymellon.com.

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).

8

 


 
 

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.

9


 
 
Fund Summary


BNY Mellon US Small Cap Core Equity ETF

Investment Objective

The fund seeks to track 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, hold and sell shares of the fund.  You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and Example below.

 

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.

 

*             The fund's management agreement provides that the Adviser, BNY Mellon ETF Investment Adviser, LLC, will pay substantially all expenses of the fund, except for the management fees, payments under the fund's 12b-1 plan (if any), interest expenses, taxes, acquired fund fees and expenses, brokerage commissions, costs of holding shareholder meetings, fees and expenses associated with the fund’s securities lending program, and litigation and potential litigation and other extraordinary expenses not incurred in the ordinary course of the fund's business.

 

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 index includes the securities of companies whose cumulative total market capitalization represents approximately the bottom 3%-10% of the remaining securities.  The index rebalances quarterly in March, June, September and December, and reconstitutes semi-annually in June and December.  As of December 31, 2019, the index was comprised of 737 securities.

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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 may be concentrated in an industry or group of industries only to the extent that the index concentrates in a particular industry or group of industries. 

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. The index provider determines the composition of the index and relative weightings of the securities in the index, which is subject to change by the index provider.  The index provider publishes information regarding the market value of the index.

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. Outdated or unreliable market information could result in errors in index data, index computations or the construction of the index in accordance with its methodology and may not be identified and corrected by the index provider for a period of time or at all, which may have an adverse impact on the fund and its shareholders.

·  Small company risk.  Small 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. 

·  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.

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·  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.

·  Non-diversification risk.  To the extent the fund becomes 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, the primary portfolio managers of the fund, are jointly and primarily responsible for management of the fund.  Each portfolio manager has been a primary portfolio manager of the fund since its inception in [March 2020].  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 portfolio of in-kind securities designated by the fund and/or cash.

Individual fund shares may only be purchased and sold on the NYSE Arca, Inc., 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). When buying or selling shares in the secondary market, you may incur costs attributable to the difference between the highest price a buyer is willing to pay to purchase shares of the fund (bid) and the lowest price a seller is willing to accept for shares of the fund (ask) (the “bid-ask spread”).  When available, recent information regarding the fund’s NAV, market price, premiums and discounts, and bid-ask spreads will be available at www.im.bnymellon.com.

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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 International Equity ETF

Investment Objective

The fund seeks to track 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, hold and sell shares of the fund.  You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and Example below.

 

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.

 

*             The fund's management agreement provides that the Adviser, BNY Mellon ETF Investment Adviser, LLC, will pay substantially all expenses of the fund, except for the management fees, payments under the fund's 12b-1 plan (if any), interest expenses, taxes, acquired fund fees and expenses, brokerage commissions, costs of holding shareholder meetings, fees and expenses associated with the fund’s securities lending program, and litigation and potential litigation and other extraordinary expenses not incurred in the ordinary course of the fund's business.

 

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. As of December 31, 2019, the index was comprised of 672 securities.

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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 may be concentrated in an industry or group of industries only 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 December 31, 2019, 20.76% of the index consisted of securities of issuers in the financials sector, and the index had significant exposure to issuers located in Japan and the European 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. The index provider determines the composition of the index and relative weightings of the securities in the index, which is subject to change by the index provider.  The index provider publishes information regarding the market value of the index.

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. Outdated or unreliable market information could result in errors in index data, index computations or the construction of the index in accordance with its methodology and may not be identified and corrected by the index provider for a period of time or at all, which may have an adverse impact on the fund and its shareholders.

·  Large-cap stock risk.  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-capitalization companies, large-capitalization companies may be less responsive to changes and opportunities affecting their business.  In addition, large-capitalization companies may be subject to greater regulation than small- and mid-capitalization companies. 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.

·  Foreign investment risk.  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.

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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.

·  Japan risk.  The fund has significant exposure to Japanese companies and therefore the fund's performance will be influenced by political, social and economic factors affecting Japan.  From the late 1990's, Japan's economic growth rate has remained relatively low compared to that of its Asian neighbors and other major developed economies. The economy is characterized by an aging demographic, a declining population, a large government debt and a highly regulated labor market. The Japanese economy is more dependent on international trade than the United States, and can be adversely affected by trade tariffs, other protectionist measures, competition from emerging economies, and the economic conditions of its trading partners. The Japanese yen has fluctuated widely at times, and any material increase in its value may cause a decline in exports that could weaken the Japanese economy. Investments denominated in yen also are subject to the risk that the yen will decline in value relative to the U.S. dollar and affect the value of these investments held by the fund. Some of these factors, as well as other adverse political developments, increases in government debt, changes to fiscal, monetary or trade policies, and natural disasters, may affect Japanese markets and the fund's performance.

·  European risk.  The fund invests significantly in securities issued by European companies. Investments in a single region, even though representing a number of different countries within the region, may be affected by common economic forces and other factors. A significant number of countries in Europe are member states in the ("EU"), and the member states no longer control their own monetary policies by directing independent interest rates for their currencies. In these member states, the authority to direct monetary policies including money supply and official interest rates for the Euro is exercised by the European Central Bank. The European sovereign debt crisis and the related austerity measures in certain countries have had, and continue to have, a significant impact on the economies of certain European countries and their future economic outlooks. Further, political or economic disruptions in European countries, even in countries in which the fund is not invested, may adversely affect security values and thus the fund's holdings. There is particular uncertainty regarding the state of the EU following the United Kingdom's ("U.K.") initiation on March 27, 2017 of the process to exit from the EU ("Brexit"). As of January 31, 2020 the U.K. has officially exited the EU. A transition period will take place following the U.K.'s exit where the U.K. will remain subject to EU rules but will have no role in the EU lawmaking process. During this transition period, U.K. and EU representatives will be negotiating the precise terms of their future relationship. The precise economic impact will depend on many factors, including the future trade arrangement between the U.K. and the rest of the EU.

·  Financials sector risk. Companies in the financials sector 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, 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 and cause certain financial services companies to incur large losses.  

·  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.

·  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. 

 

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·  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 (lack of a liquid secondary market), 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. 

·  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.

·  Currency forward risk.  Currency forward contracts are derivative instruments pursuant to a contract with a counterparty to buy or sell a specific currency at a future date at a price set at the time of the contract. Not all forward contracts require a counterparty to post collateral, which may expose the fund to greater losses in the event of a default by a counterparty. Foreign currency forward transactions include risks associated with fluctuations in foreign currency.

·  Structured notes risk.  Structured notes, a type of derivative instrument, can be volatile, and the possibility of default by the financial institution or counterparty may be greater for these instruments than for other types of derivative instruments. Structured notes typically are purchased in privately negotiated transactions from financial institutions and, thus, an active trading market for such instruments may not exist.

·  Total return swap risk. A total return swap is a contract in which one party agrees to make periodic payments to another party based on the change in market value of the assets underlying the contract, which may include a specified security, basket of securities, or securities indices during the specified period, in return for periodic payments based on a fixed or variable interest rate or the total return from other underlying assets. Total return swap agreements may be    used to obtain exposure to a security or market without owning or taking physical custody of such security or investing directly in such market. Total return swap agreements may effectively add leverage to the fund's portfolio because, in addition to its total net assets, the fund would be subject to investment exposure on the notional amount of the swap. The primary risks associated with total returns swaps are credit risks (if the counterparty fails to meet its obligations) and market risk (if there is no liquid market for the agreement or unfavorable changes occur to the underlying asset).

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·  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 becomes 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, the primary portfolio managers of the fund, are jointly and primarily responsible for management of the fund.  Each portfolio manager has been a primary portfolio manager of the fund since its inception in [March 2020].  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 portfolio of in-kind securities designated by the fund and/or cash.

Individual fund shares may only be purchased and sold on the NYSE Arca, Inc., 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). When buying or selling shares in the secondary market, you may incur costs attributable to the difference between the highest price a buyer is willing to pay to purchase shares of the fund (bid) and the lowest price a seller is willing to accept for shares of the fund (ask) (the “bid-ask spread”).  When available, recent information regarding the fund’s NAV, market price, premiums and discounts, and bid-ask spreads will be available at www.im.bnymellon.com.

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).

18

 


 
 

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 Emerging Markets Equity ETF

Investment Objective

The fund seeks to track 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, hold and sell shares of the fund.  You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and Example below.

 

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.

 

*             The fund's management agreement provides that the Adviser, BNY Mellon ETF Investment Adviser, LLC, will pay substantially all expenses of the fund, except for the management fees, payments under the fund's 12b-1 plan (if any), interest expenses, taxes, acquired fund fees and expenses, brokerage commissions, costs of holding shareholder meetings, fees and expenses associated with the fund’s securities lending program, and litigation and potential litigation and other extraordinary expenses not incurred in the ordinary course of the fund's business.

 

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. As of December 31, 2019, the index was comprised of 524 securities.

20


 
 

Under normal circumstances, in seeking to track 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 may be concentrated in an industry or group of industries only 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 December 31, 2019, 27.01% of the index consisted of securities of issuers in the financials sector, with 20.26% of the index consisting of securities of issuers in the banking industry subcategory of the financials sector.  As of December 31, 2019, the index had significant exposure to issuers located in China and the Asian 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. The index provider determines the composition of the index and relative weightings of the securities in the index, which is subject to change by the index provider.  The index provider publishes information regarding the market value of the index.

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. Outdated or unreliable market information could result in errors in index data, index computations or the construction of the index in accordance with its methodology and may not be identified and corrected by the index provider for a period of time or at all, which may have an adverse impact on the fund and its shareholders.

·  Large-cap stock risk.  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-capitalization companies, large-capitalization companies may be less responsive to changes and opportunities affecting their business.  In addition, large-capitalization companies may be subject to greater regulation than small- and mid-capitalization companies. 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.

·  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. The techniques used to limit the number of securities in which the fund invests may not produce the expected results and may result in investment performance that differs from the index.

21


 
 

·  Foreign investment risk.  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.  There may be less information publicly available about an emerging market issuer than about a developed market issuer and/or the available information may be outdated or unreliable.  In addition, emerging market issuers may not be subject to accounting, auditing, legal and financial reporting standards comparable to those 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.

·  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.

·  China risk.  The fund’s investments are significantly exposed to issuers located in China, and therefore 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.  From time to time, and as recently as January 2020, China has experienced outbreaks of infectious illnesses, and the country may be subject to other public health threats, infectious illnesses, diseases or similar issues in the future. Any spread of an infectious illness, public health threat or similar issue could reduce consumer demand or economic output, result in market closures, travel restrictions or quarantines, and generally have a significant impact on the Chinese economy, which in turn could adversely affect the fund’s investments.

·  Asian risk.  The fund invests significantly in stocks issued by companies located in Asian countries. Many Asian countries can be characterized as either emerging or newly industrialized economies and tend to experience more volatile economic cycles than developed countries. Asian economies are also frequently subject to the risks of undeveloped financial service sectors, high inflation, frequent currency fluctuations, devaluations, or restrictions, political and social instability, corruption, and less efficient markets. Economies of Asian countries may also be heavily dependent on international trade and can be adversely affected by trade barriers, exchange controls and other measures imposed or negotiated by the countries with which they trade.  Some economies in this region are dependent on a range of commodities, including oil, natural gas and coal. Accordingly, they are strongly affected by international commodity prices and particularly vulnerable to any weakening in global demand for these products. Adverse economic conditions or developments in neighboring countries may increase investors’ perception of the risk of investing in the region as a whole, which may adversely impact the market value of the securities issued by companies in the region. Companies in Asia may be subject to risks such as nationalization or other forms of government interference. Increased political and social unrest could adversely affect the performance of investments in this region.

·  Financials sector risk. Companies in the financials sector 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, 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 and cause certain financial services companies to incur large losses.  

22


 
 

·  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.

·  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.

·  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 (lack of a liquid secondary market), 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.  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.  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, as they may fall out of favor, and may result in costs incurred by the fund 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.

23


 
 

 

·  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.

·  Currency forward risk.  Currency forward contracts are derivative instruments pursuant to a contract with a counterparty to buy or sell a specific currency at a future date at a price set at the time of the contract. Not all forward contracts require a counterparty to post collateral, which may expose the fund to greater losses in the event of a default by a counterparty. Foreign currency forward transactions include risks associated with fluctuations in foreign currency.

·  Structured notes risk.  Structured notes, a type of derivative instrument, can be volatile, and the possibility of default by the financial institution or counterparty may be greater for these instruments than for other types of derivative instruments. Structured notes typically are purchased in privately negotiated transactions from financial institutions and, thus, an active trading market for such instruments may not exist.

·  Total return swap risk. A total return swap is a contract in which one party agrees to make periodic payments to another party based on the change in market value of the assets underlying the contract, which may include a specified security, basket of securities, or securities indices during the specified period, in return for periodic payments based on a fixed or variable interest rate or the total return from other underlying assets. Total return swap agreements may be used to obtain exposure to a security or market without owning or taking physical custody of such security or investing directly in such market. Total return swap agreements may effectively add leverage to the fund's portfolio because, in addition to its total net assets, the fund would be subject to investment exposure on the notional amount of the swap. The primary risks associated with total returns swaps are credit risks (if the counterparty fails to meet its obligations) and market risk (if there is no liquid market for the agreement or unfavorable changes occur to the underlying asset).

·  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 becomes 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.

24


 
 

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, the primary portfolio managers of the fund, are jointly and primarily responsible for management of the fund.  Each portfolio manager has been a primary portfolio manager of the fund since its inception in [March 2020].  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 portfolio of in-kind securities designated by the fund and/or cash.

Individual fund shares may only be purchased and sold on the NYSE Arca, Inc., 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). When buying or selling shares in the secondary market, you may incur costs attributable to the difference between the highest price a buyer is willing to pay to purchase shares of the fund (bid) and the lowest price a seller is willing to accept for shares of the fund (ask) (the “bid-ask spread”).  When available, recent information regarding the fund’s NAV, market price, premiums and discounts, and bid-ask spreads will be available at www.im.bnymellon.com.

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.

25


 
 
Fund Summary


BNY Mellon Core Bond ETF

Investment Objective

The fund seeks to track the performance of the Bloomberg Barclays US Aggregate Total Return Index.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy, hold and sell shares of the fund.  You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and Example below.

 

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.

 

*             The fund's management agreement provides that the Adviser, BNY Mellon ETF Investment Adviser, LLC, will pay substantially all expenses of the fund, except for the management fees, interest expenses, taxes, brokerage commissions, costs of holding shareholder meetings, fees and expenses associated with the fund’s securities lending program, and litigation and potential litigation and other extraordinary expenses not incurred in the ordinary course of the fund's business.

 

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 Total Return Index and TBA transactions (as defined below) representing bonds included in the index.

The Bloomberg Barclays US Aggregate Total Return 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 December 31, 2019, the index was comprised of approximately 11,000 securities and had a dollar-weighted average maturity of 8 years.

26


 
 

Under normal circumstances, in seeking to track 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 may be concentrated in an industry or group of industries only to the extent that the index concentrates in a particular industry or group of industries.

As of December 31, 2019, approximately 27% 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.  The fund expects to enter into TBA transactions 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. The index provider determines the composition of the index and relative weightings of the securities in the index, which is subject to change by the index provider.  The index provider publishes information regarding the market value of the index.

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).  

·  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. 

27


 
 

·  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. Outdated or unreliable market information could result in errors in index data, index computations or the construction of the index in accordance with its methodology and may not be identified and corrected by the index provider for a period of time or at all, which may have an adverse impact on the fund and its shareholders.

·  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. The techniques used to limit the number of securities in which the fund invests may not produce the expected results and may result in investment performance that differs from 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.

·  Prepayment and extension risk.  When interest rates fall, the principal on mortgage-backed and certain asset-backed securities may be prepaid.  The loss of higher yielding underlying mortgages and the reinvestment of proceeds at lower interest rates can reduce the fund's potential price gain in response to falling interest rates, reduce the fund's yield, or cause the fund's share price to fall.  When interest rates rise, the effective duration of the fund's mortgage-related and other asset-backed securities may lengthen due to a drop in prepayments of the underlying mortgages or other assets.  This is known as extension risk and would increase the fund's sensitivity to rising interest rates and its potential for price declines.

·  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

28


 
 

·  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 becomes 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, the primary portfolio managers of the fund, are jointly and primarily responsible for management of the fund.  Each portfolio manager has been a primary portfolio manager of the fund since its inception in [March 2020].  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 portfolio of in-kind securities designated by the fund and/or cash.

Individual fund shares may only be purchased and sold on the NYSE Arca, Inc., 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). When buying or selling shares in the secondary market, you may incur costs attributable to the difference between the highest price a buyer is willing to pay to purchase shares of the fund (bid) and the lowest price a seller is willing to accept for shares of the fund (ask) (the “bid-ask spread”).  When available, recent information regarding the fund’s NAV, market price, premiums and discounts, and bid-ask spreads will be available at www.im.bnymellon.com.

29


 
 

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.

 

30


 
 
Fund Summary


BNY Mellon Short Duration Corporate Bond ETF

Investment Objective

The fund seeks to track the performance of the Bloomberg Barclays US Corporate 1-5 Years Total Return Index.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy, hold and sell shares of the fund.  You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and Example below.

 

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.

 

*             The fund's management agreement provides that the Adviser, BNY Mellon ETF Investment Adviser, LLC, will pay substantially all expenses of the fund, except for the management fees, payments under the fund's 12b-1 plan (if any), interest expenses, taxes, acquired fund fees and expenses, brokerage commissions, costs of holding shareholder meetings, fees and expenses associated with the fund’s securities lending program, and litigation and potential litigation and other extraordinary expenses not incurred in the ordinary course of the fund's business.

 

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 1-5 Years Total Return Index.  

The Bloomberg Barclays US Corporate 1-5 Years Total Return 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 December 31, 2019, the index was comprised of approximately 2,200 securities and had a dollar-weighted average maturity of 2.8 years.

31


 
 

Under normal circumstances, in seeking to track 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 may be concentrated in an industry or group of industries only to the extent that the index concentrates in a particular industry or group of industries.  As of December 31, 2019, 34.40% of the index consisted of securities of issuers in 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. The index provider determines the composition of the index and relative weightings of the securities in the index, which is subject to change by the index provider.  The index provider publishes information regarding the market value of the index.

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).  

·  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. Outdated or unreliable market information could result in errors in index data, index computations or the construction of the index in accordance with its methodology and may not be identified and corrected by the index provider for a period of time or at all, which may have an adverse impact on the fund and its shareholders.

·  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. The     techniques used to limit the number of securities in which the fund invests may not produce the expected results and may result in investment performance that differs from the index. 

32


 
 

·  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

·  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 becomes 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.  

33


 
 

Gregory A. Lee, CFA, and Nancy G. Rogers, CFA, the primary portfolio managers of the fund, are jointly and primarily responsible for management of the fund.  Each portfolio manager has been a primary portfolio manager of the fund since its inception in [March 2020].  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 portfolio of in-kind securities designated by the fund and/or cash.

Individual fund shares may only be purchased and sold on the NYSE Arca, Inc., 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). When buying or selling shares in the secondary market, you may incur costs attributable to the difference between the highest price a buyer is willing to pay to purchase shares of the fund (bid) and the lowest price a seller is willing to accept for shares of the fund (ask) (the “bid-ask spread”).  When available, recent information regarding the fund’s NAV, market price, premiums and discounts, and bid-ask spreads will be available at www.im.bnymellon.com.

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.

34


 
 
Fund Summary


BNY Mellon High Yield Beta ETF

Investment Objective

The fund seeks to track the performance of the Bloomberg Barclays US Corporate High Yield Total Return Index.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy, hold and sell shares of the fund.  You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and Example below.

 

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.

 

*             The fund's management agreement provides that the Adviser, BNY Mellon ETF Investment Adviser, LLC, will pay substantially all expenses of the fund, except for the management fees, payments under the fund's 12b-1 plan (if any), interest expenses, taxes, acquired fund fees and expenses, brokerage commissions, costs of holding shareholder meetings, fees and expenses associated with the fund’s securities lending program, and litigation and potential litigation and other extraordinary expenses not incurred in the ordinary course of the fund's business.

 

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

The fund uses a rules-based, systematic investment strategy that seeks to track an index designed to measure the performance of the high yield bond market. To pursue its goal, the fund normally invests substantially all of its assets in bonds comprising the Bloomberg Barclays US Corporate High Yield Total Return Index and derivatives with economic characteristics similar to such bonds or the index.  The fund’s derivatives investments may include credit default swap indexes, total return swaps, structured notes and futures.

The Bloomberg Barclays US Corporate High Yield Total Return 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 December 31, 2019, the index was comprised of approximately 1,900 securities and had a dollar-weighted average maturity of 5.8 years.

35


 
 

Under normal circumstances, in seeking to track 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 may be concentrated in an industry or group of industries only to the extent that the index concentrates in a particular industry or group of industries. As of December 31, 2019, 20.97% of the index consisted of securities of issuers in the industrial communications 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. The index provider determines the composition of the index and relative weightings of the securities in the index, which is subject to change by the index provider.  The index provider publishes information regarding the market value of the index.

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).  

·  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. Outdated or unreliable market information could result in errors in index data, index computations or the construction of the index in accordance with its methodology and may not be identified and corrected by the index provider for a period of time or at all, which may have an adverse impact on the fund and its shareholders.

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·  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. The techniques used to limit the number of securities in which the fund invests may not produce the expected results and may result in investment performance that differs from 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. 

·  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.

·  Industrial communications companies risk. Companies in the industrial communications industry, which includes providers of fiber-optic, fixed-line, cellular and wireless communications networks as well as cable, satellite, and television broadcasting and certain gaming products and networking platforms, may be more likely to be affected by industry competition, substantial capital requirements, government regulation, cyclicality of revenues and earnings, obsolescence of communications products and services due to technological advancement, a potential decrease in the discretionary income of targeted individuals and changing consumer tastes and interests.

·  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 (lack of a liquid secondary market), 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.

·  Credit default swap index risk. Credit default swap indexes (CDXs) are derivative contracts that reflect the performance of an index of credit default swaps and transfer credit exposure between two parties (for example, between an exchange and the fund).  The use of CDXs involves investment techniques and risks different from those associated with ordinary portfolio security transactions, such as potentially heightened counterparty, concentration and exposure    risks. Further, the fund’s return from investment in a CDX may not match the return of the referenced index of credit default swaps and could result in losses if the referenced index of credit default swaps does not perform as expected. Unexpected changes in the composition of the index of credit default swaps may also affect performance of the CDX. If a referenced index of credit default swaps has a dramatic intraday move that causes a material decline in the fund’s net assets, the terms of the fund’s CDX may permit the counterparty to immediately close out the transaction. In that event, the fund may be unable to enter into another CDX or otherwise achieve desired exposure, even if the referenced index of credit default swaps reverses all or a portion of its intraday move.  

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·  Structured notes risk.  Structured notes, a type of derivative instrument, can be volatile, and the possibility of default by the financial institution or counterparty may be greater for these instruments than for other types of derivative instruments. Structured notes typically are purchased in privately negotiated transactions from financial institutions and, thus, an active trading market for such instruments may not exist.

·  Total return swap risk. A total return swap is a contract in which one party agrees to make periodic payments to another party based on the change in market value of the assets underlying the contract, which may include a specified security, basket of securities, or securities indices during the specified period, in return for periodic payments based on a fixed or variable interest rate or the total return from other underlying assets. Total return swap agreements may be used to obtain exposure to a security or market without owning or taking physical custody of such security or investing directly in such market. Total return swap agreements may effectively add leverage to the fund's portfolio because, in addition to its total net assets, the fund would be subject to investment exposure on the notional amount of the swap. The primary risks associated with total returns swaps are credit risks (if the counterparty fails to meet its obligations) and market risk (if there is no liquid market for the agreement or unfavorable changes occur to the underlying asset).

·  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.

·  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 becomes 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.  

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Paul Benson, CFA, CAIA, Manuel Hayes, and Stephanie Shu, CFA, the primary portfolio managers of the fund, are jointly and primarily responsible for management of the fund.  Each portfolio manager has been a primary portfolio manager of the fund since its inception in [March 2020].  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 portfolio of in-kind securities designated by the fund and/or cash.

Individual fund shares may only be purchased and sold on the NYSE Arca, Inc., 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). When buying or selling shares in the secondary market, you may incur costs attributable to the difference between the highest price a buyer is willing to pay to purchase shares of the fund (bid) and the lowest price a seller is willing to accept for shares of the fund (ask) (the “bid-ask spread”).  When available, recent information regarding the fund’s NAV, market price, premiums and discounts, and bid-ask spreads will be available at www.im.bnymellon.com.

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 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 track 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.  Additionally, from time to time, an index provider may make changes to the methodology or other adjustments to the index that a fund seeks to track.  

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 track 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 December 31, 2019, the float market capitalization range of companies included in the Morningstar® US Large Cap IndexSM was $27,417 million to $1,304,764 million.

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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 index includes the securities of companies whose cumulative total market capitalization represents approximately the top 70% of the remaining securities.  The index rebalances quarterly in March, June, September and December, and reconstitutes semi-annually in June and December. As of December 31, 2019, the index was comprised of 221 securities.

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 may be concentrated in an industry or group of industries only to the extent that the index concentrates in a particular industry or group of industries. As of December 31, 2019, 24.87% of the index consisted of securities of issuers in the information technology 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.  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.  The index provider determines the composition of the index and relative weightings of the securities in the index, which is subject to change by the index provider.  The index provider publishes information regarding the market value of the index.

BNY Mellon US Mid Cap Core Equity ETF

The fund seeks to track 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 IndexSMAs of December 31, 2019, the float market capitalization range of companies included in the Morningstar® US Mid Cap IndexSM was $3,740 million to $63,316 million.

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 index includes the securities of companies whose cumulative total market capitalization falls approximately between the bottom 10%-30% of the remaining securities.  The index rebalances quarterly in March, June, September and December, and reconstitutes semi-annually in June and December. As of December 31, 2019, the index was comprised of 542 securities.

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. 

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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 may be concentrated in an industry or group of industries only to the extent that the index concentrates in a particular industry or group of industries.

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.  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. The index provider determines the composition of the index and relative weightings of the securities in the index, which is subject to change by the index provider.  The index provider publishes information regarding the market value of the index.

BNY Mellon US Small Cap Core Equity ETF

The fund seeks to track 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 IndexSMAs of December 31, 2019, the float market capitalization range of companies included in the Morningstar® US Small Cap IndexSM was $1,091 million to $23,020 million.

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 index includes the securities of companies whose cumulative total market capitalization represents approximately the bottom 3%-10% of the remaining securities.  The index rebalances quarterly in March, June, September and December, and reconstitutes semi-annually in June and December. As of December 31, 2019, the index was comprised of 737 securities.

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 may be concentrated in an industry or group of industries only to the extent that the index concentrates in a particular industry or group of industries.

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.  Loans of portfolio securities may not exceed 33-1/3% of the value of the fund’s total assets.

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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. The index provider determines the composition of the index and relative weightings of the securities in the index, which is subject to change by the index provider.  The index provider publishes information regarding the market value of the index.

BNY Mellon International Equity ETF

The fund seeks to track 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.  Depositary receipts are considered equity securities for purposes of the 80% investment policy.  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 December 31, 2019, the float market capitalization range of companies included in the Morningstar® Developed Markets ex-US Large Cap IndexSM was $886 million to $311,632 million.

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. As of December 31, 2019, the index was comprised of 672 securities.

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 may be concentrated in an industry or group of industries only 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 December 31, 2019, 20.76% of the index consisted of securities of issuers in the financials sector, and the index had significant exposure to issuers located in Japan and the European 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.  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. The index provider determines the composition of the index and relative weightings of the securities in the index, which is subject to change by the index provider.  The index provider publishes information regarding the market value of the index.

 

 

43


 
 

BNY Mellon Emerging Markets Equity ETF

The fund seeks to track 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.  Depositary receipts are considered equity securities for purposes of the 80% investment policy.  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 Morningstar® Emerging Markets Large Cap IndexSM.  As of December 31, 2019, the float market capitalization range of companies included in the Morningstar® Emerging Markets Large Cap IndexSM was $3,332 million to $570,947 million.

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. As of December 31, 2019, the index was comprised of 524 securities.

Under normal circumstances, in seeking to track 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 may be concentrated in an industry or group of industries only 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 December 31, 2019, 27.01% of the index consisted of securities of issuers in the financials sector, with 20.26% of the index consisting of securities of issuers in the banking industry subcategory of the financials sector.  As of December 31, 2019, the index had significant exposure to issuers located in China and the Asian 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.  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. The index provider determines the composition of the index and relative weightings of the securities in the index, which is subject to change by the index provider.  The index provider publishes information regarding the market value of the index.

BNY Mellon Core Bond ETF

The fund seeks to track the performance of the Bloomberg Barclays US Aggregate Total Return 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.

44


 
 

The Bloomberg Barclays US Aggregate Total Return 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 December 31, 2019, the index was comprised of approximately 11,000 securities and had a dollar-weighted average maturity of 8 years.

Under normal circumstances, in seeking to track 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 December 31, 2019, approximately 27% 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.  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 may be concentrated in an industry or group of industries only to the extent that the index concentrates in a particular industry or group of industries.

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.  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. The index provider determines the composition of the index and relative weightings of the securities in the index, which is subject to change by the index provider.  The index provider publishes information regarding the market value of the index.

BNY Mellon Short Duration Corporate Bond ETF

The fund seeks to track the performance of the Bloomberg Barclays US Corporate 1-5 Years Total Return 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.     

45


 
 

The Bloomberg Barclays US Corporate 1-5 Years Total Return 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 December 31, 2019, the index was comprised of approximately 2,200 securities and had a dollar-weighted average maturity of 2.8 years.

Under normal circumstances, in seeking to track 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 may be concentrated in an industry or group of industries only to the extent that the index concentrates in a particular industry or group of industries. As of December 31, 2019, 34.40% of the index consisted of securities of issuers in 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.  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. The index provider determines the composition of the index and relative weightings of the securities in the index, which is subject to change by the index provider.  The index provider publishes information regarding the market value of the index.

BNY Mellon High Yield Beta ETF

The fund uses a rules-based, systematic investment strategy that seeks to track an index designed to measure the performance of the high yield bond market. To pursue its goal, the fund seeks to track the performance of the Bloomberg Barclays US Corporate High Yield Total Return Index by normally investing 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, structured notes and credit default swap indexes.  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 Total Return Index.   

The Bloomberg Barclays US Corporate High Yield Total Return 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 December 31, 2019, the index was comprised of approximately 1,900 securities and had a dollar-weighted average maturity of 5.8 years.

Under normal circumstances, in seeking to track 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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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 may be concentrated in an industry or group of industries only to the extent that the index concentrates in a particular industry or group of industries. As of December 31, 2019, 20.97% of the index consisted of securities of issuers in the industrial communications 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.  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. The index provider determines the composition of the index and relative weightings of the securities in the index, which is subject to change by the index provider.  The index provider publishes information regarding the market value of the index.

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

 

 

 

Asian risk

 

 

 

 

X

 

 

 

Asset-backed securities risk

 

 

 

 

 

X

 

 

Banking companies risk

 

 

 

 

X

 

X

 

China risk

 

 

 

 

X

 

 

 

Credit risk

 

 

 

 

 

X

X

X

Credit default swap index risk

 

 

 

 

 

 

 

X

Currency forward risk

 

 

 

X

X

 

 

 

Derivatives risk

 

 

 

X

X

 

 

X

Emerging market risk

 

 

 

 

X

 

 

 

ETF risk

 

 

 

X

X

 

 

 

European risk

 

 

 

X

 

 

 

 

Financials sector risk

 

 

 

X

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

 

 

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

Industrial communications companies risk

 

 

 

 

 

 

 

X

Information technology companies risk

X

 

 

 

 

 

 

 

Interest rate risk

 

 

 

 

 

X

X

X

Issuer risk

X

X

X

X

X

X

X

X

Japan risk

 

 

 

X

 

 

 

 

Large-cap stock risk

X

 

 

X

X

 

 

 

Liquidity risk

 

 

 

 

X

X

X

X

Midsize company risk

 

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

 

 

 

Prepayment and extension risk

 

 

 

 

 

X

 

 

Privately-issued securities risk

 

 

 

 

 

 

 

X

REIT risk

X

X

X

X

X

 

 

 

Risks of stock investing

X

X

X

X

X

 

 

 

Small company risk

 

 

X

 

 

 

 

 

Structured notes risk

 

 

 

X

X

 

 

X

Total return swap risk

 

 

 

X

X

 

 

X

Tracking stock risk

X

X

X

 

 

 

 

 

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·       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.

·       Asian risk.  The fund invests significantly in stocks issued by companies located in Asian countries. Many Asian countries can be characterized as either emerging or newly industrialized economies and tend to experience more volatile economic cycles than developed countries. Asian economies are also frequently subject to the risks of undeveloped financial service sectors, high inflation, frequent currency fluctuations, devaluations, or restrictions, political and social instability, corruption, and less efficient markets. Economies of Asian countries may also be heavily dependent on international trade and can be adversely affected by trade barriers, exchange controls and other measures imposed or negotiated by the countries with which they trade.  Certain Asian countries have democracies with relatively short histories, which may increase the risk of political instability. These countries have faced political and military unrest, and further unrest could present a risk to their local economies and securities markets. Increased political and social unrest could adversely affect the performance of investments in this region. Some economies in this region are dependent on a range of commodities, including oil, natural gas and coal. Accordingly, they are strongly affected by international commodity prices and particularly vulnerable to any weakening in global demand for these products. The market for securities in this region may also be directly influenced by the flow of international capital, and by the economic and market conditions of neighboring countries. Adverse economic conditions or developments in neighboring countries may increase investors’ perception of the risk of investing in the region as a whole, which may adversely impact the market value of the securities issued by companies in the region. Companies in Asia may be subject to risks such as nationalization or other forms of government interference, and they can also be heavily reliant on only a few industries or commodities. Also, securities of some companies in Asia can be less liquid than U.S. or other foreign securities, potentially making it difficult for the fund to sell such securities at a desirable time and price.

·       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.

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·       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.

·       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.  Additionally, from time to time and as recently as January 2020, China has experienced outbreaks of infectious illnesses, and the country may be subject to other public health threats, infectious illnesses, diseases or similar issues in the future. Any spread of an infectious illness, public health threat or similar issue could reduce consumer demand or economic output, result in market closures, travel restrictions or quarantines, and generally have a significant impact on the Chinese economy, which in turn could adversely affect the fund’s investments.

·       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.

·       Credit default swap index risk. Credit default swap indexes (CDXs) are derivative contracts that reflect the performance of an index of credit default swaps and transfer credit exposure between two parties (for example, between an exchange and the fund).  The use of CDXs involves investment techniques and risks different from those associated with ordinary portfolio security transactions, such as potentially heightened counterparty, concentration and exposure risks. Further, the fund’s return from investment in a CDX may not match the return of the referenced index of credit default swaps and could result in losses if the referenced index of credit default swaps does not perform as expected. Unexpected changes in the composition of the index of credit default swaps may also affect performance of the CDX. If a referenced index of credit default swaps has a dramatic intraday move that causes a material decline in the fund’s net assets, the terms of the fund’s CDX may permit the counterparty to immediately close out the transaction. In that event, the fund may be unable to enter into another CDX or otherwise achieve desired exposure, even if the referenced index of credit default swaps reverses all or a portion of its intraday move.  

·       Currency forward risk.  Currency forward contracts are derivative instruments pursuant to a contract with a counterparty to buy or sell a specific currency at a future date at a price set at the time of the contract. Not all forward contracts require a counterparty to post collateral, which may expose the fund to greater losses in the event of a default by a counterparty. Foreign currency forward transactions include risks associated with fluctuations in foreign currency.

·       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,

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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 (lack of a liquid secondary market), 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.

For the BNY Mellon Emerging Markets Equity ETF only, 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. 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. The unavailability and/or discontinuation of LIBOR could have adverse impacts on newly issued financial instruments and existing financial instruments that reference LIBOR. 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.

·       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. There may be less information publicly available about an emerging market issuer than about a developed market issuer and/or the available information may be outdated or unreliable.  In addition, emerging market issuers may not be subject to accounting, auditing, legal and financial reporting standards comparable to those in developed markets.  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.

·       European risk.  The fund invests significantly in securities issued by European companies. Investments in a single region, even though representing a number of different countries within the region, may be affected by common economic forces and other factors. A significant number of countries in Europe are member states in the ("EU"), and the member states no longer control their own monetary policies by directing independent interest rates for their currencies. In these member states, the authority to direct monetary policies including money supply and official interest rates for the Euro is exercised by the European Central Bank. The European sovereign debt crisis and the related austerity measures in certain countries have had, and continue to have, a significant impact on the economies of certain European countries and their future economic outlooks. Further, political or economic disruptions in European countries, even in countries in which the fund is not invested, may adversely affect security values and thus the fund's holdings. There is particular uncertainty regarding the state of the EU following the United Kingdom's ("U.K.") initiation on March 27, 2017 of the process to exit from the EU ("Brexit"). As of January 31, 2020 the U.K. has officially exited the EU. A transition period will take place following the U.K.'s exit where the U.K. will remain subject to EU rules but will have no role in the EU lawmaking process. During this transition period, U.K. and EU representatives will be negotiating the precise terms of their future relationship. The precise economic impact will depend on many factors, including the future trade arrangement between the U.K. and the rest of the EU.

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·       Financials sector risk. Companies in the financials sector 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. Although the fund is expected to engage in in-kind redemptions, an unexpected increase in fund redemption requests, including requests from Authorized Participants 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 certain of 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.  Further, 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.

·       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. The techniques used to limit the number of securities in which the fund invests may not produce the expected results and may result in investment performance that differs from 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 tracking 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. Outdated or unreliable market information could result in errors in index data, index computations or the construction of the index in accordance with its methodology and may not be identified and corrected by the index provider for a period of time or at all, which may have an adverse impact on the fund and its shareholders.

·       Industrial communications companies risk. Companies in the industrial communications industry include telecommunication companies as well as media and entertainment companies. Examples of telecommunication companies include providers of fiber-optic, fixed-line, cellular and wireless communications networks. Media and entertainment companies encompass a variety of services and products, including cable, satellite, and television broadcasting as well as certain gaming products and networking platforms. Companies in the industrial communications industry are more likely to be affected by industry competition, substantial capital requirements, government regulation, and obsolescence of communications products and services due to technological advancement and shifting change in consumer taste. Industrial communications issuers are often subject to extensive government regulation. The costs of complying with governmental regulations, delays or failure to receive required regulatory approvals, or the enactment of new regulatory requirements may negatively affect the business of industrial communications companies. Government actions around the world, specifically in the area of pre-marketing clearance of products and prices, can be arbitrary and unpredictable. Companies in the industrial communications industry may encounter distressed cash flows due to the need to commit substantial capital to meet increasing competition, particularly in developing new products and services using new technology. Technological innovations and change in consumer tastes may make the products and services of certain industrial communications companies obsolete.

·       Information technology companies risk.  The information technology sector has been among the most volatile sectors of the stock market. Because the fund's investments are significantly exposed to companies in the information technology sector, its performance will be significantly affected by developments in that sector. Information technology companies involve greater risk because their revenue and/or earnings tend to be less predictable (and some companies may be experiencing significant losses) and their share prices tend to be more volatile. Certain information technology companies may have limited product lines, markets or financial resources, or may depend on a limited management group. In addition, these companies are strongly affected by worldwide technological developments, and their products and services may not be economically successful or may quickly become outdated. Investor perception may play a greater role in determining the day-to-day value of information technology stocks than it does in other sectors. Fund investments may decline dramatically in value if anticipated products or services are delayed or cancelled. The risks associated with information technology companies are magnified in the case of small-cap technology companies.

·       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.

·       Japan risk.  The fund has significant exposure to Japanese companies and therefore the fund's performance will be influenced by political, social and economic factors affecting Japan.  From the late 1990's, Japan's economic growth rate has remained relatively low compared to that of its Asian neighbors and other major developed economies.  The economy is characterized by an aging demographic, a declining population, a large government debt and a highly regulated labor market.  Economic growth is dependent on domestic consumption, deregulation and consistent government policy.  The Japanese economy is more dependent on international trade than the United States, and may be adversely affected by trade tariffs, other protectionist measures, competition from emerging economies, and the economic conditions of its trading partners.  Japan has a growing economic relationship with China and other Southeast Asian countries, and economic, political or social instability in those countries, whether resulting from country, regional or global events, could have an adverse affect on Japan's economy.  The Japanese yen has fluctuated widely at times, and any material increase in its value may cause a decline in exports that could weaken the Japanese economy.  Investments denominated in yen also are subject to the risk that the yen will decline in value relative to the U.S. dollar and affect the value of these investments held by the fund.  Some of these factors, as well as other adverse political developments, increases in government debt, changes to fiscal, monetary or trade policies, and natural disasters, may affect Japanese markets and the fund's performance.

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·       Large-cap stock risk.  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-capitalization companies, large-capitalization companies may be less responsive to changes and opportunities affecting their business.  In addition, large-capitalization companies may be subject to greater regulation than small- and mid-capitalization companies.  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).

·       Midsize company risk.  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 midsize 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.

·       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.

·       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 becomes 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.

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·       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.

·       Prepayment and extension risk.  When interest rates fall, the principal on mortgage-backed and certain asset-backed securities may be prepaid.  The loss of higher yielding underlying mortgages and the reinvestment of proceeds at lower interest rates can reduce the fund's potential price gain in response to falling interest rates, reduce the fund's yield, or cause the fund's share price to fall.  When interest rates rise, the effective duration of the fund's mortgage-related and other asset-backed securities may lengthen due to a drop in prepayments of the underlying mortgages or other assets.  This is known as extension risk and would increase the fund's sensitivity to rising interest rates and its potential for price declines.

·       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 company risk.  Small 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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·       Structured notes risk.  Structured notes, a type of derivative instrument, can be volatile, and the possibility of default by the financial institution or counterparty may be greater for these instruments than for other types of derivative instruments. Structured notes typically are purchased in privately negotiated transactions from financial institutions and, thus, an active trading market for such instruments may not exist.

·       Total return swap risk. A total return swap is a contract in which one party agrees to make periodic payments to another party based on the change in market value of the assets underlying the contract, which may include a specified security, basket of securities, or securities indices during the specified period, in return for periodic payments based on a fixed or variable interest rate or the total return from other underlying assets. Total return swap agreements may be used to obtain exposure to a security or market without owning or taking physical custody of such security or investing directly in such market. Total return swap agreements may effectively add leverage to the fund's portfolio because, in addition to its total net assets, the fund would be subject to investment exposure on the notional amount of the swap. The primary risks associated with total returns swaps are credit risks (if the counterparty fails to meet its obligations) and market risk (if there is no liquid market for the agreement or unfavorable changes occur to the underlying asset).

·       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 (lack of a liquid secondary market), 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.

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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. The techniques used to limit the number of securities in which the fund invests may not produce the expected results and may result in investment performance that differs from 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 tracking 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:

·       Call 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

%

 

Except for the BNY Mellon US Large Cap Core Equity ETF and the BNY Mellon Core Bond ETF, each fund's management agreement provides that the Adviser will pay substantially all expenses of such fund, except for the management fees, payments under the fund's 12b-1 plan (if any), interest expenses, taxes, acquired fund fees and expenses, brokerage commissions, costs of holding shareholder meetings, fees and expenses associated with the fund’s securities lending program, and litigation and potential litigation and other extraordinary expenses not incurred in the ordinary course of the fund's business. 

For the BNY Mellon US Large Cap Core Equity ETF and the BNY Mellon Core Bond ETF, each fund's management agreement provides that the Adviser will pay substantially all expenses of such fund, except for the management fees, interest expenses, taxes, brokerage commissions, costs of holding shareholder meetings, fees and expenses associated with the fund’s securities lending program, and litigation and potential litigation and other extraordinary expenses not incurred in the ordinary course of the fund's business.  For the BNY Mellon US Large Cap Core Equity ETF and the BNY Mellon Core Bond ETF, each fund's management agreement provides that the Adviser will pay all acquired fund fees and expenses.

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The Adviser may from time to time voluntarily waive and/or reimburse fees or expenses in order to limit total annual fund operating expenses.  Any such voluntary waiver or reimbursement may be eliminated by the Adviser at any time.

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 $37.1 trillion in assets under custody and administration and $1.9 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.

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 December 31, 2019, Mellon had assets under management of approximately $545.261 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 for the period ended April 30, 2020.  

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 [March 2020].  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.

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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.

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.  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. BNYMSC also serves as distributor for other affiliated mutual funds.

The board of trustees of the trust has adopted a distribution and service plan (Plan) pursuant to Rule 12b-1 under the 1940 Act for each fund other than the BNY Mellon US Large Cap Core Equity ETF and the BNY Mellon Core Bond ETF.  No distribution and service plan pursuant to Rule 12b-1 under the 1940 Act has been adopted for the BNY Mellon US Large Cap Core Equity ETF or the BNY Mellon Core Bond ETF.

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. With respect to the Bloomberg Barclays Indices (defined below), the trust has entered into a license agreement with Bloomberg Index Services Limited pursuant to which the relevant funds use the Bloomberg Barclays Indices.  With respect to the Morningstar Equity Indexes (defined below), BNY Mellon has entered into a license agreement with Morningstar Inc.  The trust has entered into a sub-license agreement with BNY Mellon pursuant to which the relevant funds may use the Morningstar Equity Indexes.  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.

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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.

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 Total Return Index, Bloomberg Barclays US Corporate 1-5 Years Total Return Index, and Bloomberg Barclays US Corporate High Yield Total Return 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.

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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.

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 NYSE Arca, Inc. 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 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, BNY Mellon International Equity ETF and BNY Mellon Emerging Markets Equity ETF and 3:00 p.m. Eastern time for the BNY Mellon Core Bond ETF, BNY Mellon Short Duration Corporate Bond ETF and BNY Mellon High Yield Beta ETF).  Fund shares will trade on an exchange at market 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.  

NYSE Arca, Inc. 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.”

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, BNY Mellon International Equity ETF and BNY Mellon Emerging Markets Equity ETF, income dividend distributions, if any, for the funds are generally distributed to shareholders quarterly, but may vary significantly from period to period.  For BNY Mellon Core Bond ETF, BNY Mellon Short Duration Corporate Bond ETF and BNY Mellon High Yield Beta ETF, income dividend distributions, if any, for the funds are generally distributed to shareholders monthly, 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. The summary is based on current tax laws, which may be changed by legislative, judicial or administrative action. You should not consider this summary to be a comprehensive explanation of the tax treatment of the funds, or the tax consequences of 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.

Legislation commonly known as the Tax Cuts and Jobs Act (Tax Act) made significant changes to the U.S. federal income tax rules for taxation of individuals and corporations, generally effective for taxable years beginning after December 31, 2017. Many of the changes applicable to individuals are temporary and only apply to taxable years beginning after December 31, 2017 and before January 1, 2026. There are only minor changes with respect to the specific rules applicable to regulated investment companies (RICs), such as the funds.  The Tax Act, however, made numerous other changes to the tax rules that may affect shareholders and the funds. You are urged to consult your own tax advisor regarding how the Tax Act affects your investment in any of the funds.

Tax Status of the Funds.  Each fund intends to qualify for the special tax treatment afforded a RIC under the Code. If a fund meets certain minimum distribution requirements, as a RIC it is not subject to tax at the fund level on income and gains from investments that are timely distributed to shareholders. However, if a fund fails to qualify as a RIC or to meet minimum distribution requirements, it would result in fund-level taxation if certain relief provisions were not available, and consequently a reduction in income available for distribution to shareholders. Unless you are a tax-exempt entity or your investment in a fund’s shares is made through a tax-deferred retirement account, such as an IRA, you need to be aware of the possible tax consequences when the fund makes distributions, you sell fund shares and you purchase or redeem Creation Units (institutional investors only).

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. Distributions from a fund’s short-term capital gains are generally taxable as ordinary 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.

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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. Certain funds’ investment strategies may significantly limit their ability to distribute dividends eligible to be treated as qualified dividend income. 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% 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.

Corporate shareholders may be entitled to a dividends-received deduction for the portion of dividends they receive from a fund that are attributable to dividends received by the fund from U.S. corporations, subject to certain limitations. Certain funds’ investment strategies may significantly limit their ability to distribute dividends eligible for the dividends-received deduction for corporations.

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.

You should note that if you purchase shares of a fund just before a distribution, the purchase price would reflect the amount of the upcoming distribution. In this case, you would be taxed on the entire amount of the distribution received, even though, as an economic matter, the distribution simply constitutes a return of your investment. This is known as “buying a dividend” and generally should be avoided by taxable investors.

Each fund (or your broker) will inform you of the amount of your ordinary income dividends, qualified dividend income, and net capital gain distributions shortly after the close of each calendar year.

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.

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Real Estate Investments. A fund may invest in REITs.  REITs in which a fund invests often do not provide complete and final tax information to the fund until after the time that the fund issues a tax reporting statement. As a result, a fund may at times find it necessary to reclassify the amount and character of its distributions to you after it issues your tax reporting statement. When such reclassification is necessary, a fund (or its administrative agent) will send you a corrected, final Form 1099-DIV to reflect the reclassified information. If you receive a corrected Form 1099-DIV, use the information on this corrected form, and not the information on the previously issued tax reporting statement, in completing your tax returns.

The Tax Act treats “qualified REIT dividends” (i.e., ordinary REIT dividends other than capital gain dividends and portions of REIT dividends designated as qualified dividend income eligible for capital gain tax rates) as eligible for a 20% deduction by non-corporate taxpayers.  This deduction, if allowed in full, equates to a maximum effective tax rate of 29.6% (37% top rate applied to income after 20% deduction). Pursuant to recently proposed regulations on which the funds may rely, distributions by a fund to its shareholders that are attributable to qualified REIT dividends received by the fund and which the fund properly reports as “section 199A dividends,” are treated as “qualified REIT dividends” in the hands of non-corporate shareholders.  A section 199A dividend is treated as a qualified REIT dividend only if the shareholder receiving such dividend holds the dividend-paying RIC shares for at least 46 days of the 91-day period beginning 45 days before the shares become ex-dividend, and is not under an obligation to make related payments with respect to a position in substantially similar or related property. A fund is permitted to report such part of its dividends as section 199A dividends as are eligible, but is not required to do so.

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.

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 (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” (for an Authorized Participant who does not mark-to-market its holdings), 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.

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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.

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.

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 IRS a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance shareholders of a RIC 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.

 

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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.

 

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Financial Highlights

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

 

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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 1-833-ETF-BNYM (383-2696) (inside the U.S. only)

By mail.
BNY Mellon ETF Trust
240 Greenwich Street

New York, New York 10286

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

© 2020 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

[           ], 2020

 

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 1-833-ETF-BNYM (383-2696)  (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:  NYSE Arca, Inc.

   

 

 

 

 

Fund

Abbreviation

Ticker

Fiscal Year End

Prospectus Date

 

 

 

 

 

BNY Mellon ETF Trust

Trust

 

 

 

BNY Mellon US Large Cap Core Equity ETF

BLCCEF

BKLC

 October 31st

[               ]

BNY Mellon US Mid Cap Core Equity ETF

BMCCEF

BKMC

 October 31st

[               ]

BNY Mellon US Small Cap Core Equity ETF

BSCCEF

BKSE

 October 31st

[               ]

BNY Mellon International Equity ETF

BIEF

BKIE

 October 31st

[               ]

BNY Mellon Emerging Markets Equity ETF

BEMEF

BKEM

 October 31st

[               ]

BNY Mellon Core Bond ETF

BCBF

BKAG

 October 31st

[               ]

BNY Mellon Short Duration Corporate Bond ETF

BSDCBF

BKSB

 October 31st

[               ]

BNY Mellon High Yield Beta ETF

BHYBF

BKHY

 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............

Adviser’s Compensation......................................................................................................

Sub-Adviser’s 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.....................................................................................................

Investment Objective(s)...........................................................................................

 

 

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10

13

13

13

14

16

17

17

18

18

18

18

19

20

20

21

22

22

22

22

 

 

 

1

9

17

17

18

18

2


 

 

Funds-of-Funds........................................................................................................

80% Test...................................................................................................................

INFORMATION ABOUT THE FUNDS’ ORGANIZATION AND STRUCTURE......................

CERTAIN EXPENSE ARRANGEMENTS AND OTHER DISCLOSURES................................

Expense Arrangements.........................................................................................................

Index Licensing Disclosures................................................................................................

COUNSEL AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM..................

 

PART III

 

ADDITIONAL INFORMATION ABOUT BUYING AND SELLING SHARES.........................

Frequent Purchases and Exchanges......................................................................................

INFORMATION ABOUT SHAREHOLDER SERVICES.............................................................

INFORMATION ABOUT DISTRIBUTION AND SERVICE PLANS.........................................

ADDITIONAL INFORMATION ABOUT INVESTMENTS, INVESTMENT TECHNIQUES AND RISKS.....................................................................................................................................

Equity Securities..................................................................................................................

Common Stock.........................................................................................................

Preferred Stock.........................................................................................................

Tracking Stock.........................................................................................................

Convertible Securities..............................................................................................

Warrants and Stock Purchase Rights.......................................................................

IPOs..........................................................................................................................

IPOs Generally.........................................................................................................

Equity 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....................................................................................

19

19

19

20

20

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Asset-Backed Securities...........................................................................................

Taxable 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................................................................................................................

Forward Commitments.............................................................................................

Forward Roll Transactions.......................................................................................

LIBOR Rate Risk.................................................................................................................

Illiquid Securities.................................................................................................................

Section 4(2) Paper and Rule 144A Securities......................................................................

Diversification Status...........................................................................................................

Cybersecurity Risk...............................................................................................................

RATING CATEGORIES.................................................................................................................

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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..............................................................

Board Oversight Role in Management.................................................................................

Board Composition and Leadership Structure.....................................................................

Additional Information About the Board and its Committees.............................................

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.........................................................................................................................

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DETERMINATION OF NAV.........................................................................................................

Valuation of Portfolio Securities..........................................................................................

Calculation of NAV.............................................................................................................

Expense Allocations.............................................................................................................

Exchange 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...................................

Proxy Voting By Mellon......................................................................................................

Securities of Non-U.S. Companies and Securities Out on Loan..............................

Material Conflicts of Interest...................................................................................

Operations of the Proxy Voting Committee.............................................................

Voting Proxies of Designated BHCs....................................................................................

Material Conflicts of Interest...................................................................................

Voting Shares of Certain Registered Investment Companies..............................................

SUMMARIES OF THE VOTING GUIDELINES..........................................................................

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Summary of the Mellon Voting Guidelines.........................................................................

Summary of the ISS Guidelines (excerpted from ISS materials)........................................

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............................................................................................................................

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.......................................................................................

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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.........................................................

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Japan........................................................................................................................

Hong Kong, Singapore, China, Taiwan and India...................................................

Korea........................................................................................................................

Australia...................................................................................................................

Merger & Acquisition /Economic Proposals.......................................................................

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

Korea........................................................................................................................

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.........................................................................................................

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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. All of the board members are Independent Board Members. 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 Investment Companies in Fund Complex2
Overseen by Trustee

Other Public Company Board Memberships During Past 5 Years

J. Charles Cardona
Chairman of the Board1

2020

Mutual fund director and trustee (since 2014); President and a Director of BNY Mellon Investment Adviser, Inc. (f/k/a The Dreyfus Corporation) (“BNYMIA”) (until 2016); Chief Executive Officer of Dreyfus Cash Investment Strategies, a division of BNYMIA (until 2016); Chairman of the Distributor (until 2016).

23

BNY Mellon Liquidity Funds, Chairman and Director

(2019 – Present); BNY Mellon Family of Funds, Independent Director (2014- Present).

 

Kristen M. Dickey
Board Member1

2020

Independent board director of Marstone, Inc., a financial technology company (since 2018); Lead non-executive director for Aperture Investors, LLC, an investment management firm (since 2018); Managing Director—Global Head of Index Strategy at BlackRock, Inc. (until 2017).

1

N/A

F. Jack Liebau, Jr.
Board Member1

2020

Corporate director (since 2015); President and Chief Executive Officer at Roundwood Asset Management (until 2015).

1

Myers Industries, an industrial company, Director (2015 – Present; Chairman 2016 – Present); Pep Boys an automotive aftermarket retailer, Director (2015-2016).

Jill I. Mavro
Board Member1

2020

Founder and Principal of Spoondrift Advisory, LLC (since 2018); Senior Managing Director, Head of Strategic Relationships and Member of SPDR Executive Committee at State Street Global Advisors (until 2018); Interested Trustee on the Board of Sectoral Asset Management (2013-2015).

1

N/A

Kevin W. Quinn
Board Member1

2020

Partner at PricewaterhouseCoopers, LLC (until 2019).

1

N/A

Stacy L. Schaus
Board Member1

2020

Chief Executive Officer of the Schaus Group LLC, a consulting firm (since 2019); Advisory board member of A&P Capital, a consulting firm (since 2019); Executive Vice President—Defined Contribution Practice Founder at PIMCO Investment Management (until 2018).

1

N/A

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1 Serves on the board’s audit committee and nominating committee. 

2 “Fund complex” comprises registered investment companies for which the Adviser or an affiliate of the Adviser serves as investment adviser.

 

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 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. 

·       J. Charles Cardona – Mr. Cardona has served as the Chairman of the Board for the funds in the BNY Mellon ETF Trust since 2020. He currently also serves as an independent board member for certain funds in the BNY Mellon Family of Funds. Mr. Cardona was the President and a Director of BNY Mellon Investment Adviser, Inc. (f/k/a The Dreyfus Corporation) ("BNYMIA"), an affiliate of the Adviser, and the Chief Executive Officer of Dreyfus Cash Investment Strategies, a division of BNYMIA, until he retired in 2016. From 2013 to 2016, Mr. Cardona served as Chairman of the Distributor, and he previously served as an Executive Vice President of the Distributor from 1997 to 2013. He also served as President of the Institutional Services Division of the Distributor. He joined the Institutional Services Division in 1985 with management responsibility for all Institutional Operations and Client Service units. Prior to joining the Institutional Services Division, he served as Assistant Director of Sales and Services in the Dreyfus Retail Division of the Distributor, which he joined in 1981.

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·       Kristen M. Dickey – Ms. Dickey’s career spans over 20 years of experience in the investment management industry, before her retirement in 2017. She served in various roles at BlackRock, Inc. over the course of her career, including as Managing Director—Global Head of Index Strategy from 2014 to 2017, Managing Director—Head of Corporate Investor Relations from 2012 to 2014 and Managing Director—Global Head of Financial Institutions Group from 1996 to 2011. Ms. Dickey has served as the lead non-executive director for Aperture Investors, LLC, an investment management firm, since 2018. She has also served as an independent board director of Marstone, Inc., a financial technology company, since 2018. Ms. Dickey has served as a trustee for the New York City park nonprofits Friends of the High Line from 2006, where she is also the head of the investment committee, and the Battery Conservancy, where she is also the treasurer, since 2005 and 2011, respectively. She has served as an advisory board member for the nonprofits Girls Who Invest and the Council for Economic Education since 2018 and 2017, respectively.

·       F. Jack Liebau, Jr. – Mr. Liebau has over 30 years of experience in the investment management industry. He has served in various roles over the course of his career, including as a partner, portfolio manager and head of compliance at Primecap Management Co. from 1986 to 2003, president, portfolio manager and head of compliance at Liebau Asset Management from 2003 to 2011, portfolio manager and partner at Davis Advisors from 2011 to 2013, President and Chief Executive Officer at Roundwood Asset Management from 2013 to 2015 and a private investor and corporate director since 2015. Mr. Liebau has served as a board member of numerous organizations, including as a director of media company Media General from 2008 to 2009, a director of defense firm Herley Industries from 2010 to 2011, a corporate director of automotive aftermarket retailer Pep Boys from 2015 to 2016, a director of industrial company Myers Industries from 2015 to present and the Chairman of the Board from 2016 to present, the Non-Executive Chairman of the Board of information technology and investigations firm Special Investigations Limited Company from 2017 to present, and independent director of S3 Software, an unlisted software company serving media companies, from 2020 to present.

·       Jill I. Mavro – Ms. Mavro gained over 23 years of experience in the asset management industry before her retirement in 2018. She served in various roles at State Street Global Advisors over the course of her career, including as an associate and principal in the asset servicing division from 1995 to 1997, a principal and vice president in the asset management division from 1997 to 2002, a vice president and sales manager from 2002 to 2004, Vice President—Head of National Accounts from 2004 to 2012, Managing Director—Head of Strategic Relationships from 2012 to 2016 and Senior Managing Director—Head of Strategic Relationships from 2016 to 2018. Ms. Mavro has served as a board member of several organizations, including as a board member of Sectoral Asset Management from 2013 to 2015, a member of the Overseers Board of Beth Israel Deaconess Medical Center from 2014 to present, a board member of nonprofit Women in ETFs, Inc. from 2013 to present and a member of the SPDR Executive Committee at State Street Global Advisors from 2014 to 2018.

·      Kevin W. Quinn – Mr. Quinn gained over 35 years of experience in the audit, tax and accounting field before his retirement in 2019. He served as a partner at PricewaterhouseCoopers, LLC from 1997 to 2019. He is a Certified Public Accountant and holds the Chartered Financial Analyst designation from the CFA Institute. Mr. Quinn has also served as trustee as part of the Catholic Charities – Archdiocese of Boston, MA from 2001-2013, Mutual Funds Against Cancer from 2003-2008 and INROADS, an organization that seeks to promote ethnic and racial diversity in the corporate workplace, from 1997-2000.

 

·       Stacy L. Schaus – Ms. Schaus has over 37 years of experience in the financial and investment management industries. She served as a vice president at Merrill Lynch Capital Markets from 1981 to 1989, as the founder and Chief Executive Officer/Chief Operating Officer of Hewitt Financial Services, a registered investment adviser and brokerage, from 1992 to 2006, as the President of the Hewitt Series Trust from 1992 to 2006, as Executive Vice President—Defined Contribution Practice Founder at PIMCO Investment Management from 2006 to 2018, and has served as the founder and Chief Executive Officer of the Schaus Group LLC, a consulting firm, since 2019.  Ms. Schaus has served as a board member of several organizations, including as a board member of the nonprofit Financial Planning Association from 2005 to 2007, the founder and chairwoman of the nonprofit Defined Contribution Institutional Investment Association from 2010 to 2012 and the chairwoman of the nonprofit Employee Benefit Research Institute from 2018 to present.  She has served as a member of the financial technology committee of the nonprofit Society of Actuaries and as an advisory board member of A&P Capital, a consulting firm, each since 2019.

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Committee Meetings

The board has the following standing committees:  audit committee and nominating committee.  The board has also established a valuation committee composed of officers noted in the “Officers” table below.  Because the funds had not commenced operations as of the date of this SAI, there have been no committee meetings.

Board Members’ 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 December 31, 2019, 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

The Independent Board Members are not compensated directly by the funds.  The Independent Board Members are paid by the Adviser from the unitary management fee paid to the Adviser by the funds. The Independent Board Members are also reimbursed for their covered expenses.

Because the funds had not commenced operations as of the date of this SAI, no compensation has previously been provided to the Independent Board Members.  The below is an estimate of the aggregate amount of fees to be paid to each current Independent Board Member for the funds’ first full fiscal year ending October 31, 2020.    

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 Fund Complex Paid to Independent Board Members (1)

 

J. Charles Cardona

$                       75,000

                      N/A

                      N/A

$                356,000

Kristen M. Dickey

$                       60,000

                      N/A

                      N/A

$                  60,000

F. Jack Liebau, Jr.

$                      60,000

                      N/A

                      N/A

$                 60,000

Jill I. Mavro

$                       60,000

                      N/A

                      N/A

$                  60,000

Kevin W. Quinn

$                       70,000 

                      N/A

                      N/A

$                  70,000 

Stacy L. Schaus

$                       60,000  

                   &