VAN ECK ASSOCIATES CORP

The Adviser is an investment adviser registered with the SEC and has been an investment adviser since 1955. The Adviser provides investment advisory services to registered investment companies, private funds, other pooled investment vehicles and other investment accounts. The Adviser was founded in 1955 by John van Eck to manage an international equity fund. In 1968, the Adviser began offering investments in gold shares and subsequently, provided investor access to areas of the market, including emerging markets and global resources among others. The Adviser provides investment advisory services to registered investment companies and other pooled investment vehicles based on the investment objectives and restrictions as set forth in each prospectus or each pooled investment vehicle’s offering document. In addition, the Adviser provides investment advisory services to institutional investors through investment accounts based on the individual investment objectives, client restrictions and guidelines of each client, as outlined by the client, and other factors deemed relevant by the client and disclosed to the Adviser. In some instances, clients have similar investment objectives but are charged different fees. The variation in fee structure charged to clients is generally reflective of the differing levels of service required to be provided to that client and the complexity of managing the client’s account. The Adviser will be paid a fee at a certain annual rate of assets under management within the ranges described below under “Fees and Compensation,” and may also charge a performance-based fee. The Adviser has entered into arrangements with asset management firms or other firms (collectively, “Model Program Sponsors”) where the Adviser provides a model securities portfolio (each a “Model Portfolio”) to the Model Program Sponsors (the “Model Programs”) for use by the Model Program Sponsor or a third-party manager in managing the accounts of participants in the Model Program. In addition, the Adviser provides investment advice to certain asset management or other firms’ unified account programs (“UMA Program Sponsors” and together with the Model Program Sponsors, the “Program Sponsors” and participants in such Programs, “Program Participants”). In a Model Program, the Adviser generally is responsible only for providing an updated Model Portfolio to Program Sponsors on a periodic basis. The Model Program Sponsors or third-party managers (and not the Adviser) are responsible for directing that securities transactions will be executed on behalf of the model participant and for effecting trades based on the Model Portfolio as they deem appropriate for each Model Portfolio Program Participant. The Adviser does not control and is not aware of any restrictions permitted or implemented by Program Sponsors or third-party managers. The Adviser is typically paid a fee based on the amount of assets of the Program Participants’ accounts that are managed pursuant to the Adviser’s Model Portfolio(s). However, for certain model portfolios that are primarily comprised of VanEck ETFs, the Adviser may make such models available to Program Participants at no charge. Model Portfolios can reflect the same or similar strategies used by the Adviser in managing other advisory accounts or funds. Such a Model Portfolio could include the same or similar holdings as an advisory account or fund managed in the same strategy; however, the manner in which the Adviser executes a strategy through these programs could differ from how that same or a similar strategy is executed for a fund or an advisory client (e.g., by investing in ADRs rather than Page | 5

directly in the securities of an issuer) and Model Portfolios in the same or similar strategy provided to different Model Program Sponsors could differ based on the circumstances of each Model Program. The services to be performed by the Program Sponsor, the Adviser and others in these programs, and related fees and expenses charged to Program Participants, are generally detailed in the relevant agreements between or among the participants, the Model Program Sponsor or UMA Program Sponsor, as applicable, the Adviser, and/or any other parties and, where relevant the Program Sponsor’s Form ADV, Part 2A, Appendix 1 or other Program brochure for Program Sponsors that are registered as investment advisers (collectively, the “Program Documents”). The Adviser is generally not required (and generally will not) make any recommendation or determination as to the suitability of a Program for any current or prospective Program Participant. Such persons should carefully review the terms of the Program Documents with the Program Sponsor to understand the terms, services, minimum account size and any additional fees or expenses that are associated with their participation in a Program prior to making an investment decision. The Adviser does not currently participate as a manager in wrap fee programs, though it may do so in the future. As of December 31, 2025, the Adviser managed approximately $125.6 billion of client assets on a discretionary basis and no assets on a non-discretionary basis.

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The Adviser generally charges asset-based fees (which may be on a sliding scale with breakpoints dependent upon the value of assets under management) which generally range from 0.10% to 2.00% of assets under management for accounts managed on a discretionary basis. For certain accounts managed by the Adviser, the Adviser charges a performance-based fee up to 10% annually of the increase in value of the account in excess of a benchmark return or hurdle rate. The Adviser may choose to waive all or a portion of its fees in its sole discretion. The Adviser will negotiate fees within these limits or may negotiate higher or lower fees depending on various factors including, the nature of the advisory services or its overall relationship with a client. It is not anticipated that fees will exceed industry norms but will be designed to provide reasonable compensation to the Adviser for its services. Certain related persons of the Adviser may also charge performance-based fees. The Adviser’s advisory fees for its clients are determined prior to commencement of services and depending on the client, are generally billed and paid in arrears or in advance. The fees that the Adviser is entitled to receive for the investment advisory services provided to registered investment companies, private funds, and other pooled investment vehicles are generally disclosed in each company’s or fund’s prospectus or offering documents, as applicable. Registered investment company fees are accrued daily and are paid monthly. It is not anticipated that the Adviser will require the payment of fees six months or more in advance. A client contract may be terminated at any time in accordance with the termination provision in the contract. Investors in registered investment companies and other pooled investment vehicles managed by the Adviser will generally bear the expenses associated with the operation of such companies and funds, which may include, but are not limited to, advisory, trading, transfer agency, custodial, distribution, administrative, accounting and/or auditing, legal and offering fees or expenses and certain other expenses pursuant to agreements with their service providers and as disclosed in their offering materials. The investment accounts managed by the Adviser will bear custodial and administrative expenses and other expenses pursuant to agreements with service providers and according to requirements set out in the investment advisory agreements between each client and the Adviser. The registered investment companies, and other pooled investment vehicles advised by the Adviser will incur brokerage and other transaction costs, as discussed more fully under “Brokerage Practices” below. At the time of termination of an investment advisory contract for a client who pays fees in advance, the client would be paid a pro rata refund for the portion of the quarter (or other period) for which fees were paid but for which services were not rendered.

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The Adviser’s compensation pursuant to model portfolio arrangements may be lower than the Adviser’s standard fee schedule for client accounts that employ similar investment strategies. The Adviser may be paid a fee at a certain rate of the assets of the Program Sponsor’s accounts managed pursuant to the Adviser’s model securities portfolio. Such model securities portfolio may include pooled investment vehicles advised and/or sponsored by the Adviser or its affiliates.

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The Adviser provides investment advisory services generally following one of several broad investment strategies. Certain Accounts seek capital appreciation over the long term by investing in securities in a particular market sector (the “Managed Accounts”). Each Managed Account generally focuses on a particular market sector according to its investment objective. In advising these Managed Accounts, the Adviser typically utilizes qualitative and quantitative methods of analysis including fundamental analysis and various types of technical analysis such as charting and cyclical analysis. Potential investments for each Managed Account’s portfolio are evaluated based on their absolute and relative desirability using a wide range of criteria and are regularly reviewed to ensure that they continue to offer absolute and relative desirability. Certain other Managed Accounts use a tactical allocation strategy under which the Adviser adjusts a portfolio’s asset allocation to seek to improve returns and reduce risk. Such Managed Accounts may use a proprietary, rules-based asset allocation model that may consider various inputs to guide asset allocation decisions, or an allocation model developed by a third party. The models may use various indicators, such as technical, macroeconomic and sentiment indicators to generate allocation signals. Certain Managed Accounts advised and/or sponsored by the Adviser may seek total return through direct or indirect exposure to a singular digital asset or baskets of digital assets. The strategy for managing such Managed Accounts is typically long-term buy-and-hold of digital assets, with portfolio weightings primarily determined by market value in order to achieve diversification, or investing in exchange-traded digital asset-linked derivative instruments and pooled investment vehicles and exchange-traded products that provide exposure to one or more digital assets. Specific investments may be made based on the Adviser’s analysis of factors such as price, volume, supply (outstanding, circulating and maximum), platform type, organizational structure, business plan, code source, support community and other traditional and/or digital asset-oriented investment valuation metrics. Other Accounts managed by the Adviser seek to replicate or track the price and yield performance of a particular index (the “Indexed Accounts”). The Indexed Accounts are managed not according to traditional methods of “active” investment management but rather through a “passive” indexing investment approach. Essentially, the indexing investment approach attempts to approximate the investment performance of an Indexed Account’s underlying index by investing in a portfolio of financial instruments or securities that the Adviser believes will track the performance of the underlying index. The indexing investment approach may involve either replication or representative sampling (when replication is impossible or impracticable) of the underlying index. The Adviser manages Indexed Accounts that seek to track underlying indices in areas including, for example, global resources sector, commodity markets, certain emerging or other international markets, international bond markets, certain municipal bond markets, environmental and gaming industries. For the Adviser’s management of certain Managed Accounts, the analysis of financially material risks and opportunities related to ESG (i.e. Environmental, Social and Governance) factors is a component of the overall investment process. ESG considerations can affect the Adviser’s Page | 11

fundamental assessment of a company or country. Other Managed Accounts advised by the Adviser seek to invest in municipal debt securities that fund issuers with operations or projects helping to promote progress towards sustainable development. Depending on the particular investment objective, investment strategies, contractual and other restrictions applicable to an Account, the Adviser may employ leverage, short sales, margin transactions, securities lending, and options writing in seeking to achieve the Account’s investment objective. The Adviser may in the future manage Accounts that follow different strategies or track different market sector indices than those described above. The investment strategies and methodologies employed by the Adviser subject an Account to various risks. An investment in an Account managed by the Adviser involves the risk that the Account may not achieve its investment objective. An Account’s value may vary based on market fluctuations caused by such factors as economic and political developments, changes in interest rates, and perceived trends in security prices. The investment performance of an Account utilizing the particular methods of analysis employed by the Adviser, including various methods of technical or fundamental analysis, may result in an Account performing less well than an Account managed by utilizing other methods of analysis or in the Account not meeting its investment objective. Investment in an Account managed by the Adviser involves the risk of losing money. Investing in securities involves the risk of loss that the clients should be prepared to bear. The investment performance of certain of the Accounts may depend upon the ability of the personnel of the Adviser to develop and implement investment strategies that achieve the Account’s investment objective. If the Adviser were to lose the services of certain key personnel, the consequences to the Account could be material. An Indexed Account’s returns may not match the return of its underlying index for a number of reasons. Among other reasons, the Indexed Account may be subject to certain expenses, including operating expenses and the costs associated with buying and selling securities to reflect changes in the composition of the index or with respect to Indexed Accounts that are funds, when raising cash to meet redemptions or deploying cash in connection with newly issued shares, to which the Indexed Account’s underlying index will not be subject. In addition, an Indexed Account may not be able to invest in certain securities included in its underlying index due to legal or liquidity restrictions imposed by the governments or by exchanges on which the securities are listed, potential adverse tax consequences or other regulatory reasons. Index tracking risk may be heightened during times of increased market volatility or other unusual market conditions. Changes to the composition of an Indexed Account’s underlying index in connection with a rebalancing or reconstitution of the index may cause the Indexed Account to experience increased volatility, during which time the Indexed Account’s tracking risk may be heightened.

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There may be limitations or delays in the convertibility or repatriation of a currency which would adversely affect the U.S. dollar value and/or liquidity of an Account’s investments denominated in that currency, which may impair the Account’s ability to achieve its investment objective and/or may impede the Account’s ability to satisfy redemption requests in a timely manner. The Adviser does not “actively” manage the Indexed Accounts; therefore, unless a specific security is removed from an Indexed Account’s underlying index, the Adviser would generally not sell a security because the security’s issuer was in financial trouble or the security was, or was expected to, underperform. Therefore, an Indexed Account’s performance could be lower than an actively managed account that may actively shift their portfolio assets to take advantage of market opportunities or to lessen the impact of a market decline or a decline in the value of one or more issues. Certain of the Indexed Accounts managed by the Adviser use a representative sampling approach. An Indexed Account’s use of a representative sampling approach may result in its holding a smaller number of securities than are in the Indexed Account’s underlying index. As a result, an adverse development respecting an issuer of securities held by such Indexed Account could result in a greater decline in net asset value than would be the case if the Indexed Account held all of the securities in its underlying index. Conversely, a positive development relating to an issuer of securities in an Indexed Account’s underlying index that is not held by the Indexed Account could cause such Indexed Account to underperform its underlying index. To the extent the assets in such Indexed Account are smaller, these risks may be greater. Certain Accounts managed by the Adviser may employ leverage in their investment programs. Such leverage may be achieved by purchasing securities on margin, borrowing funds from brokers, banks and other lenders and using options, futures, forward contracts, swaps, and other derivative instruments. The use of margin and short-term borrowings creates additional risks. If the value of an Account’s securities falls below the margin level required by a prime broker, additional margin deposits would be required. If the Account was unable to satisfy any margin call by a prime broker, such prime broker could liquidate the Account’s position in some or all of the securities that are in that Account with the prime broker and possibly cause the Account to incur significant losses. The failure to satisfy a margin call, or the occurrence of other material defaults under margin or other financing agreements, could trigger cross-defaults under the Account’s agreements with other brokers, lenders, clearing firms or other counterparties, multiplying the adverse impact to the Account. In addition, because the use of leverage will allow an Account to control positions worth significantly more than its investment in such positions, the amount that an Account may lose in the event of adverse price movements will be high in relation to the amount of its investment. In the event of a sudden decrease in the value of an Account’s assets, the Account might not be able to liquidate assets quickly enough to satisfy its margin requirements. In that event, the Account may become subject to claims of financial intermediaries that extended “margin” loans. Such claims could exceed the value of the assets of the Account, resulting in forced liquidations of positions at disadvantageous prices. Certain Accounts managed by the Adviser, in particular Accounts that are registered investment companies, may lend their portfolio securities as permitted under the 1940 Act and the particular Page | 13

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Our types of Accounts typically include mutual funds, exchange-traded funds (“ETFs”), other pooled investment vehicles, and institutional accounts, including pension plans, advised through investment accounts. These clients may also include Program Sponsors. As a provider of advisory services under a Model or UMA Program, the Adviser is not responsible for determining whether a particular program, investment style or a strategy is suitable or advisable for any Program Participant. Such determinations are the responsibility of the Program Sponsor. The Adviser shall determine from time to time the minimum dollar value of Accounts that shall be accepted for management, since below a certain dollar value the Adviser may be unable to make appropriate investments based on a client’s investment needs. Also, Accounts below a certain asset value may not be economical for the Adviser or the client. Currently, the Adviser imposes a $50,000,000 minimum asset criteria for managing certain Accounts which employ an active and/or passive approach primarily through the use of, but not limited to, equity and fixed income instruments. The Adviser evaluates the viability of each Account on an individual basis and may therefore increase or decrease the minimum without notice.

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The Adviser receives performance-based fees from certain client accounts (“Accounts”) it manages. These performance-based fees, as noted above in “Fees and Compensation,” are up to 10% annually of the increase in value of the Account in excess of a benchmark return or hurdle rate. With respect to any performance-based fees, the Adviser will be in compliance with Rule 205-3 under the Advisers Act and with applicable no-action positions taken by the SEC. Certain related persons of the Adviser may also charge performance-based fees. The Adviser faces a conflict of interest to the extent that it manages an Account for which it receives a performance-based fee at the same time as it manages one or more Accounts for which it does not receive a performance-based fee or receives a different level of performance-based fee. A performance-based fee arrangement generally entitles an investment adviser to additional compensation if the performance of an Account bearing the performance-based fee exceeds an established benchmark. The Adviser has the potential to receive higher compensation from an Account for which it is paid a performance-based fee than for an Account that is not charged a performance-based fee or is charged a lower performance-based fee. The Adviser may have an incentive to favor Accounts or take increased investment risk on behalf of Accounts for which it receives a performance-based fee or a larger performance-based fee because it could receive greater compensation from such Accounts. For example, the Adviser may have an incentive to trade in non-performance-fee-based Accounts to benefit performance-fee-based Accounts. The Adviser has put into place policies and procedures to address these conflicts of interest. These policies and procedures are described in more detail below under “Brokerage Practices.”

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The Adviser provides investment advisory services pursuant to investment advisory agreements to (i) registered investment companies; (ii) other pooled investment vehicles; and (iii) investment accounts. The Adviser also provides investment advisory services to Program Sponsors pursuant to its Model Portfolio delivery program. The Adviser's investment advisory services to each of these types of clients are material to its advisory business. The Adviser owns 100% of the voting common stock of Van Eck Absolute Return Advisers Corp. (“VEARA”), an entity providing investment advisory services to registered investment companies and other pooled investment vehicles. VEARA is registered with the Commodities Futures Trading Commission as a commodity pool operator and commodity trading adviser and is registered with the SEC as an investment adviser. VEARA serves as trust manager and/or may serve as general partner to certain private funds. VEARA also serves as investment adviser to registered investment companies and other pooled investment vehicles. VEARA receives performance-based fees for certain Accounts, including Accounts that it manages and private funds for which it serves as investment adviser. The Adviser’s investment advisory services to each of these types of clients are material to its advisory business. For a discussion on conflicts of interests related to performance-based fees, see the discussion in “Performance-Based Fees and Side-By-Side Management” above. The Adviser owns 100% of the common stock of Van Eck Securities Corporation. Van Eck Securities Corporation’s principal business is acting as the principal underwriter of registered investment companies and other pooled investment vehicles for which the Adviser serves as investment adviser. Van Eck Securities Corporation is registered with the SEC as a brokerdealer. Van Eck Securities Corporation does not intend to act as broker or effect a transaction for any Account managed by the Adviser. If Van Eck Securities Corporation were to so act or effect transactions, it would do so in accordance with procedures adopted pursuant to Rule 17e-1 adopted under the 1940 Act with respect to investment companies registered under the 1940 Act, and after disclosure to and consent from non-investment company Accounts. It is not currently engaged in any other business. Furthermore, Van Eck Securities Corporation acts as the distributor/ marketing agent for various pooled investment vehicles. The Adviser indirectly wholly owns VanEck Investments Limited (“VanEck Australia”), an entity providing investment advisory services to passively managed index funds listed on the Australian Securities Exchange. VanEck Australia is registered with the Australian Securities and Investments Commission. VanEck Australia is wholly owned by VanEck Australia Pty Ltd., a wholly-owned subsidiary of the Adviser. The Adviser wholly owns VanEck (Europe) GmbH which has a MiFiD license from the German Federal Financial Supervisory Agency to conduct financial brokerage and advisory services. The Adviser owns 99% of VanEck Asset Management B.V. (“VanEck Netherlands”), an entity Page | 40

providing investment advisory services to passively managed index funds listed on various European stock exchanges. VanEck Netherlands is registered with the Netherlands Authority for the Financial Markets as a management company. The Adviser also wholly owns VanEck Investment Management (Shanghai) Co., Ltd., an entity registered with the Shanghai Municipal Administration of Market Regulation in Free Trade Zone. The Adviser also wholly owns VanEck Singapore Pte. Ltd., an entity registered with the Accounting & Corporate Regulatory Authority. VanEck wholly owns VanEck Switzerland AG, an entity that markets VanEck products to professional and institutional clients in Switzerland. The Adviser indirectly wholly owns VanEck ETP AG, an entity serving as manager and issuer of VanEck Digital Asset ETNs. The Adviser wholly owns VanEck Private Fund Management (Shanghai) Co., Ltd, an entity that markets VanEck products to professional and institutional clients and registered with the China Securities Regulatory Commission & Asset Management Association of China (AMAC). The Adviser wholly owns VanEck Digital Assets Alpha GP, LLC, the General Partner of VanEck Digital Assets Alpha Onshore, LP and VanEck Digital Assets Alpha Fund, Ltd. The Adviser wholly owns VanEck Reserve Fund GP, LLC, the General Partner of Agora Reserve Fund, LP. The Adviser wholly owns VanEck Digital Assets, LLC, the Sponsor to VanEck Bitcoin ETF, VanEck Ethereum ETF and VanEck Solana ETF. The Adviser wholly owns VanEck Ventures GP, LLC, the General Partner of VanEck Ventures Fund I, LP. The Adviser wholly owns VanEck Purpose Built GP, LLC, the General Partner of VanEck Purpose Built Fund, LP. The Adviser wholly owns VanEck Opportunities GP, LLC, the General Partner of VanEck Opportunities Vehicle, LLC – Erebor Series. The Adviser owns an indirect controlling interest in Investo Gestão de Recursos Ltda., an entity registered as an asset manager with the Securities and Exchange Commission of Brazil (CVM). The Adviser indirectly wholly owns VanEck Securities UK Limited, an entity serving as the marketing agent for VanEck products in the United Kingdom. Page | 41

The Adviser indirectly wholly owns VanEck Capital AG, an entity that engages in market making activities for its own account. The Adviser owns a controlling interest in Teucrium Trading, LLC, a registered commodity pool operator and a commodity trading adviser with the Commodity Futures Trading Commission and is a member of the National Futures Association.

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The Adviser has adopted a Code of Ethics (the “Code”) in accordance with Rule 17j-1 under the 1940 Act and 204A-1 under the Advisers Act. The Code is based on the Adviser’s fiduciary duty to its clients. The fundamental tenets of the Code include: (1) place the interests of clients first at all times; (2) conduct their personal securities transactions in a manner so as to be consistent with the Code and avoid any actual or potential conflict of interest or any abuse of an employee’s position of trust and responsibility; (3) refrain from taking inappropriate advantage of the relationship with the clients; (4) maintain the confidentiality of security holdings and financial circumstances of clients; and (5) maintain independence in the investment decision making process. As a fiduciary, the Adviser and its employees owe an affirmative duty of care, loyalty, honesty, and good faith to act in the best interests of its clients. Generally, the Code imposes the following five basic requirements on the Adviser and its employees: (1) they must comply with all applicable federal law; (2) they must avoid all conflicts of interest and disclose all material facts concerning any conflict that may arise with respect to any client; (3) their conduct must conform with the ethical standards set forth in the Code; (4) their personal securities transactions must comply with the Code; and (5) they must obtain prior approval for securities transactions as required under the Code. In addition, at the commencement of employment and quarterly thereafter, access persons certify that they have received, read and understand all provisions of the Code and agree to be subject to the Code, and any amendments thereto. Access persons are supervised persons who have access to non-public information regarding a client’s purchase or sale of securities or to non-public information regarding portfolio holdings, who are involved in making securities recommendations to clients, or who may have access to such recommendations that are nonpublic. Generally, the Code requires access persons to obtain pre-clearance of all covered transactions (including personal trading in certain crypto currencies and related futures contracts) in their own personal accounts, as well as accounts held by relatives that are members of their household. In addition, access persons must report all investment holdings in these accounts. The Code also requires that access persons report all transactions in securities, with limited exceptions, to the Chief Compliance Officer no later than 30 days after the end of the calendar quarter. The Code exempts non-interested board members from pre-clearance requirements on personal securities transactions and the reporting of transactions and holdings. In addition, the Code prohibits access persons from buying or selling any security for his or her account if he or she knows at the time of the transaction that the security is being purchased or sold or is being considered for purchase or sale by an Adviser’s client or account unless such transaction falls within the de minimis exception. The Code enables access persons to purchase securities in a private placement, provided that he or she makes certain representations on a pre-clearance form and obtains pre-approval for the Page | 43

purchase. In addition, no access person may engage in short-term trading, as defined in the Code, of any covered security. A copy of the Adviser’s Code of Ethics will be provided upon request. From time to time, the Adviser, the accounts of which the Adviser is the sole limited partner, of which an affiliate of the Adviser is the general partner and in which the Adviser or affiliated or owner or related persons may have a material economic interest, as well as the pooled investment vehicles advised by an affiliate of the Adviser or other related parties, may buy or sell securities which are recommended to other clients for purchase or sale. The Adviser recognizes that this practice may result in conflicts of interest. However, to minimize or eliminate such conflicts, certain procedures have been instituted, which provide that transactions in securities of limited availability, sequential transactions for different Accounts, and opposing transactions in the same security are reviewed by the Adviser’s compliance personnel for evidence of abusive practices. When securities of limited availability are purchased, the Adviser documents the reason for the allocation. The Adviser may from time to time recommend to clients the purchase of securities of issuers to which it or an affiliate of the Adviser acts as adviser or broker-dealer, and for which it receives advisory or other fees. While this practice may create conflicts of interest, the Adviser has adopted procedures to minimize such conflicts. While the Adviser does not expect to, for its own account, buy a security from, or sell a security to, the account of a client (i.e., engage in principal transactions) in its normal course of business, the Adviser may act as principal in a securities transaction with a client. However, to minimize or eliminate such conflicts, the Adviser has instituted procedures that provide that the Adviser will not act as principal in a transaction without providing written disclosure to the client, as specified in Section 206(3) of the Advisers Act. The Adviser will act as principal only to the extent acting in such capacity is consistent with its duty to obtain best execution for the client. Various Accounts advised by the Adviser may rely on Section 12(d)(1)(F) of the 1940 Act to invest in an investment company, which requires the Account, among other things, to vote shares of an acquired investment company in the same proportion as the vote of all other shareholders of the acquired investment company, which is referred to as echo voting. The Adviser, its affiliates and related persons may hold securities or other investments which are purchased or recommended for purchase by Accounts in the open market, as part of initial public or secondary offerings. If these holdings entitle the Adviser, its affiliates and related persons to participate in initial public or secondary offerings, these persons will, at their discretion, participate in such offerings on terms deemed by the Adviser equitable to other Accounts advised by the Adviser. Generally, the Adviser, its officers, directors, employees, and related persons are prohibited from buying or selling any security for his or her account if he or she knows at the time of the Page | 44

transaction that the security is being purchased or sold, or is being considered for purchase or sale, for an Account. A security is “considered for purchase or sale” when a recommendation to purchase or sell a security is being made or has been made and communicated and is “recommended” when the person making the recommendation seriously considered making the recommendation. However, the Adviser or its affiliates or the Accounts (including funds) that it manages may buy, sell or recommend the purchase or sale of a security or other instruments if the Adviser or an employee, affiliate or related person owns an interest in the Account or receives a performance fee. The Adviser or its affiliates may buy or sell securities for their own account which are recommended to clients for purchase or sale. In order to minimize or eliminate potential conflicts, certain procedures have been instituted. In some circumstances, the Adviser, an affiliate, or an employee may be deemed to be a principal for those transactions because of that ownership interest. The Adviser seeks to fairly allocate opportunities and monitors the Accounts that it manages with respect to allocation. For more details on the Adviser, its affiliates, employees and related personal trading, see the discussion of the Code of Ethics above. Other Potential Conflicts of Interest The Adviser (and their principals, affiliates or employees) may serve as investment adviser to other client accounts and conduct investment activities for their own accounts. Such “Other Clients” may have investment objectives or may implement investment strategies similar to those of the Funds. When an Adviser implements investment strategies for Other Clients that are similar or directly contrary to the positions taken by a Fund, the prices of the Fund’s securities may be negatively affected. For example, when purchase or sales orders for a Fund are aggregated with those of other funds and/or Other Clients and allocated among them, the price that the Fund pays or receives may be more in the case of a purchase or less in a sale than if the Adviser served as adviser to only the Fund. When Other Clients are selling a security that a Fund owns, the price of that security may decline as a result of the sales. The compensation that each Adviser receives from Other Clients may be higher than the compensation paid by a Fund to the Adviser. The Adviser has implemented procedures to monitor trading across the Funds and their Other Clients. Furthermore, an Adviser may recommend a Fund purchase securities of issuers to which it, or its affiliate, acts as adviser, manager, sponsor, distributor, marketing agent, or in another capacity and for which it receives advisory or other fees. While this practice may create conflicts of interest, the Adviser has adopted procedures to minimize such conflicts. The Adviser and its related companies may pay broker-dealers or other financial intermediaries (such as a bank) for the sale of the shares of an Account and related services. These payments may create a conflict of interest by influencing your broker-dealer or other intermediary or its employees or associated persons to recommend an Account over another investment. The Adviser and/or its affiliates may, subject to compliance with applicable law, enter into one or more cornerstone investment agreements with certain cornerstone investors in a pooled investment vehicle (collectively, the “Cornerstone Investors”), pursuant to which the Cornerstone Investors have agreed or shall agree, subject to certain conditions, to make an Page | 45

investment in such vehicle of a certain size (the “Cornerstone Investment”). The Adviser is of the view that, leveraging on the Cornerstone Investors' investment experience, such Cornerstone Investment(s) will help to raise the profile of the investment vehicle and the strategy. In return for such Cornerstone Investment(s), the Adviser and/or its affiliates, as applicable (but not the investment vehicle) will, from their own assets, make payments to such Cornerstone Investors, which payments may be based on total management fees received by the Adviser or its affiliates in connection with its management of the investment vehicle. Any such arrangements entered into with one or more Cornerstone Investors shall be done at the sole discretion of the Adviser and/or its affiliates, as applicable.

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Generally, the Adviser has discretionary authority to determine the amount of securities or other instruments to be bought and sold and the specific securities or other instruments to be bought and sold. Limitations on the ability of an Account to engage in transactions may include restrictions in the registration statement, offering material or contract agreement applicable to the Account and regulatory diversification, concentration or other limitations. In transactions on stock and commodity exchanges in the United States, brokerage commissions are negotiated and a particular broker-dealer may charge different commissions according to such factors as the difficulty and size of the transaction and the volume of business done with such broker-dealer, whereas on foreign stock and commodity exchanges, these commissions are generally negotiable as well, but in some instances may be fixed. Brokerage commissions in emerging or frontier markets are generally higher than brokerage commissions in the United States or other developed markets. In the case of securities traded on the over-the-counter markets, there are generally no stated commissions, but the price usually includes an undisclosed commission or markup. In underwritten offerings, the price often includes a disclosed fixed commission or discount retained by the underwriter or dealer. In determining the broker-dealers through which to effectuate securities transactions for Accounts, it is the Adviser’s policy to obtain quality execution at the most favorable terms. In selecting a broker-dealer, the Adviser may consider various relevant factors, although no one factor is determinative in the Adviser’s decision-making process. These factors include one or more, but are not limited to, best price, current market conditions, time constraints, liquidity, volatility in the markets, volatility in the particular type of security or asset, size and type of transaction, the nature and character of the market for the security or asset in the transaction, confidentiality, execution efficiency, settlement capabilities, financial condition of the brokerdealer, full range and quality of the broker-dealer’s services, the responsiveness, reputation, reliability and experience of the broker-dealer, the reasonableness of any commissions or spreads, difficulty of execution, ability and willingness to commit capital to the transaction, past effectiveness in executing illiquid or difficult types of securities or assets or difficult types of orders and the value of brokerage and research services provided. Subject to applicable law and when otherwise in the best interest of all participating client accounts, the Adviser will effect “cross” transactions between client accounts, including registered investment companies. In these cases, one client account will purchase securities held by another client account. The Adviser effects these transactions only (1) when it deems the transaction to be in the best interests of both client accounts and (2) at a price that the Adviser has determined by reference to independent market indicators, which the Adviser believes to constitute “best execution” for both accounts. Neither the Adviser nor any related party receives any compensation in connection with “cross” transactions. The Adviser is not obligated to seek to effect “cross” transactions and may be prohibited by legal or regulatory considerations from doing so with respect to certain types of client accounts. Agency cross transactions (i.e., a transaction in which the Adviser or an affiliate of the Adviser acts as agent for the parties on both sides of the transaction) may be effected for an Account to the extent permitted by law. Client consent to agency cross transactions may be revoked at any Page | 47

time. Agency cross transactions on behalf of clients that are employee benefit plans subject to the Employee Retirement Income Security Act of 1974 (“ERISA”) are effected only in accordance with the restrictions and conditions contained in ERISA and rules, regulations, and exemptions promulgated by the U.S. Department of Labor. The Adviser may effect transactions through a broker-dealer who furnishes brokerage and/or research services that result in the payment of a commission in excess of the commission another broker-dealer would have received for executing the transaction. The use of client brokerage commissions to obtain research or other products or services benefits the Adviser because the Adviser does not have to produce or pay for the research, products or services received in exchange for the commissions. The Adviser may have an incentive to select or recommend a broker- dealer based on its interest in receiving the research or other products or services, rather than on its clients’ interest in receiving most favorable execution. Any research service received through a broker-dealer may be used by the Adviser in connection with Accounts other than those Accounts that pay commissions to such broker-dealer. The research service received by the Adviser, through a soft dollar arrangement, may benefit an Account, regardless of whether such Account paid commissions to the broker-dealer through which such research service was received. The Adviser does not seek to allocate soft dollar benefits to Accounts proportionately to the soft dollar credits that the Accounts generate. The payment of a commission to a broker-dealer for research services as described above will occur when the Adviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and/or research services, as defined in Section 28(e) of the Securities Exchange Act of 1934, which have been or will be provided by the effectuating broker-dealer. In making any such determination, the Adviser will not attempt to place a specific dollar value on the brokerage and research services provided or to determine what portion of the commission should be related to such services. Such research services may include, but are not limited to, the following: computer analyses of securities portfolios, performance measurement services used in making investment decisions, stock price quotation services, computerized historical financial databases and equipment to retrieve such data, brokerage analysts’ earnings estimates, publications concerning performance of various investment portfolios, charts or statistical analysis of individual portfolio securities versus other securities in the same industry, including stock history, volatility and performance, software dedicated to research, conference calls and seminars (not including airfare and living expenses), political analyses, and specialized political or economic analyses. Such services may be provided by broker-dealers which execute portfolio transactions for the clients of the Adviser or by third parties with whom these brokerdealers have arrangements. All soft dollar arrangements providing nonproprietary research requires approval from the Compliance Department. All other services obtained by the use of commissions arising from clients’ investment transactions will be limited to services that would otherwise be an Account expense. The use of commissions to obtain such other services may be outside the parameters of Section 28(e). Page | 48

Soft dollar arrangements may also include services which are subject to “mixed use” both for research purposes as well as for non-research purposes. In such cases, the Adviser will make a good faith determination of such allocation based upon its review of the usage of each product. The Adviser reimburses the soft dollar broker for the non- research portion of the product or service. It is the Adviser’s policy that no soft dollar transactions will be placed for the ETFs it manages. In accordance with Rule 12b-1(h)(1) of the 1940 Act, the Adviser prohibits the direction of brokerage as compensation to broker-dealers for the promotion and/or sale of shares of investment companies advised by the Adviser (“Fund Shares”). In addition, the Adviser prohibits indirectly compensating a broker-dealer through a step-out transaction, mark-up, mark-down, or other fee (or portion thereof) received or to be received through any other arrangement to share a commission from the portfolio transactions effected through any other broker-dealer. Nonetheless, in satisfying its fiduciary responsibility to seek best execution for its clients, the Adviser may select a broker-dealer that sells and/or promotes interests in private funds managed by the Adviser or Fund Shares or that refers investment account clients to the Adviser (“Selling Broker-Dealer”). Selection of a Selling Broker-Dealer to execute portfolio transactions will only occur under the following conditions: (1) when selecting an executing broker-dealer for portfolio transactions, the persons responsible for the selection shall not consider whether the executing broker-dealer promotes and/or sells interests in private funds managed by the Adviser or Fund Shares or refers clients to the Adviser; (2) under no circumstances will any person employed by the Adviser or an affiliate of the Adviser attempt to influence, directly or indirectly, the selection of the broker-dealer firms for the execution of portfolio transactions to compensate such firms for the promotion and/or sale of interests in private funds managed by the Adviser or Fund Shares or referrals of clients; and (3) neither the Adviser, funds managed by the Adviser, nor any affiliate of the Adviser enter into any agreement (whether written or oral) or other direct or indirect understanding or arrangement under which the Adviser directs (or is expected to direct) brokerage transactions (or revenue derived from such transactions), or any remuneration, including but not limited to any commission, mark-up or mark-down, or other fee (or portion thereof) received or to be received from portfolio transactions effected through any other broker-dealer firm, to a broker- dealer firm in consideration for the promotion or sale of interests in private funds managed by the Adviser or Fund Shares or for referral of clients to the Adviser. Some separately managed or sub-advised accounts have negotiated commission recapture programs which we are encouraged to utilize subject to our obligation to achieve best execution. For UMA Programs and Model Portfolio Programs, the Adviser typically does not have trading authority. Rather, the Adviser sends an updated Model Portfolio to the Program Sponsors when and as required by the relevant Program Documents, which can vary from Program Sponsor to Program Sponsor. Upon receipt of a Model Portfolio or update, each Program Sponsor (or, in some cases, a third-party manager) must determine independently whether and how to place orders for each Program Participant in light of the Model Portfolio provided by the Adviser. Delivery of Model Portfolios and updates typically are made contemporaneously with the Page | 49

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A. Economic Benefits from Non-Clients The Adviser enters into arrangements with Model Program Sponsors and UMA Program Sponsors (collectively, "Program Sponsors") pursuant to which the Adviser provides Model Portfolios and receives compensation from Program Sponsors based on the assets of Program Participants managed pursuant to such Model Portfolios, as described more fully in Items 4 and 5 of this Brochure. This compensation constitutes an economic benefit that the Adviser receives in connection with its investment advisory services. The Adviser's receipt of fees from Program Sponsors creates a potential conflict of interest because the Adviser may be incentivized to include investment strategies or securities that maximize Program Sponsor adoption or assets in a Model Portfolio, rather than acting solely on the basis of investment merit. The Adviser addresses this conflict through the policies and procedures described in this Brochure, including those set forth under "Brokerage Practices" in Item 12. In addition, certain Model Portfolios provided by the Adviser may be primarily comprised of VanEck-affiliated ETFs and other pooled investment vehicles for which the Adviser or its affiliates receive advisory, management, or other fees. Because the Adviser and its affiliates receive compensation from the underlying VanEck-affiliated funds included in Model Portfolios, the Adviser has a conflict of interest in recommending its own affiliated products for inclusion in Model Portfolios over unaffiliated products. The Adviser seeks to mitigate this conflict by constructing Model Portfolios based on investment objectives and strategies rather than the level of affiliated-product compensation. As noted in Item 4, for certain model portfolios that are primarily comprised of VanEck ETFs, the Adviser may make such models available to Program Sponsors at no charge; however, the Adviser and its affiliates continue to receive advisory fees from the underlying VanEck ETFs in such models. Except as described above, the Adviser does not receive any other economic benefit from nonclients in connection with giving investment advice to clients. B. Compensation for Client Referrals The Adviser does not currently pay cash compensation to any person who is not a supervised person of the Adviser for referring clients or prospective clients to the Adviser. The Adviser may in the future enter into solicitation arrangements with unaffiliated third parties in accordance with Rule 206(4)-1 under the Investment Advisers Act of 1940, as amended (the "Marketing Rule"), and will provide any required disclosure at that time. From time to time, the Adviser's affiliates, including Van Eck Securities Corporation (the "Distributor"), may pay compensation to financial intermediaries, broker-dealers, and other parties in connection with the distribution or marketing of VanEck-affiliated funds and products. Such payments are made by the Distributor or the Adviser's affiliates, not from client assets, and are described in the relevant fund prospectuses and other offering documents. To the extent any such arrangements relate to or otherwise benefit the Adviser's advisory business, the Adviser discloses the existence of such arrangements and the related conflicts of interest in this Brochure. Page | 54

The compensation the Adviser receives from Program Sponsors for Model Portfolio services, and any compensation received by the Adviser or its affiliates from underlying VanEck-affiliated funds included in Model Portfolios, is described in Items 4, 5, and Part A of this Item 14. Program Sponsors and their financial professionals may receive compensation from the Program Sponsor's own clients in connection with recommending the Adviser's Model Portfolios. Such compensation arrangements are the responsibility of the Program Sponsor and are disclosed by the Program Sponsor in its own Form ADV and other disclosure documents.

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On February 16, 2024, Van Eck Associates Corporation (“VEAC”), without admitting or denying the allegations, resolved an U.S. Securities & Exchange Commission (the “SEC”) proceeding with respect to certain alleged violations by VEAC of Sections 206(2) and 206(4) of the Investment Advisers Act of 1940 and Rule 206(4)-7 thereunder, and Section 15(c) of the Investment Company Act of 1940 (the “Order”). These allegations relate to the launch of the VanEck Social Sentiment ETF (the “BUZZ ETF”). The SEC alleged that from 2020 through 2021, VEAC did not disclose to the BUZZ ETF’S Board of Trustees (the “Board”) a social media influencer’s (the “Influencer”) planned involvement in promoting the BUZZ NextGen AI US Sentiment Leaders Index (the “BUZZ Index”), the tracking index for the BUZZ ETF, and his related compensation through the licensing agreement with VEAC. The SEC further alleged that from 2020 until 2021, VEAC did not inform the Board of the details of the Influencer's arrangements with the BUZZ Index in connection with the Board’s review and approval of the VEAC advisory contract for the BUZZ ETF, including the economic terms of the licensing agreement VEAC had reached with the index provider. The SEC also alleged that VEAC did not have adequate written policies and procedures about furnishing the Board with accurate information reasonably necessary for the Board to evaluate the terms of the advisory contract, as well as material information related to the proposed launch of the BUZZ ETF. Under the terms of the Order, VEAC was censored and ordered to cease and desist from violations or future violations of Section 15(c) of the Investment Company Act and Sections 206(2) and 206(4) of the Investment Advisers Act of 1940 and Rule 206(4)-7 thereunder. VEAC agreed to pay $1.75 million in a civil penalty.

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For investment management purposes, each Account is assigned to a portfolio manager or to a team of managers who has primary responsibility for the Account. The frequency of reviews varies and is dependent on various factors such as relevant market, economic, political, social, and monetary events. Generally, each Account is reviewed by the portfolio manager at least quarterly. The overall portfolio strategy and implementation is the responsibility of the portfolio manager(s) assigned to the Account. Generally, when constructing portfolio strategy, the portfolio manager(s) works in conjunction with internal analysts, other portfolio managers and outside research sources. Regular investment meetings are held, which include portfolio managers, analysts, and traders. Investment strategy and tactics are discussed at monthly meetings. Major changes in investment strategy are then communicated to Accounts. Investors in the private funds receive written unaudited statements of capital accounts monthly, letters regarding performance at least quarterly and audited year-end financial statements annually. Non-investment company advisory clients receive written statements on a monthly, quarterly, or semi-annual basis, listing investments in the Account, and showing cost, current market value, yield or income information as may be required or requested by a client. The Adviser does not review individual accounts of Program Participants.

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Certain clients of the Adviser will receive account statements from broker-dealers, banks, or other qualified custodians with respect to their assets managed by the Adviser. Clients should carefully review the account statements they receive from qualified custodians. As these clients may also receive account statements from the Adviser, they should compare those statements with the account statements they receive from the qualified custodian. With respect to Model Portfolios, the Adviser does not exercise discretion over Program Participants accounts or maintain custody of Program Participants’ funds or securities. As to digital assets, depending on the asset in question and its regulatory status (i.e., security status), custody and security services will be provided by third party wallet providers and other service providers, exchanges, trust companies and other custodial or security service providers or, if the Adviser determines that a suitable third party is not available, by the Adviser or its affiliates subject to the policies and procedures of the Adviser and/or its affiliates. When determining whether a third party is suitable to provide custody and security services for digital assets, the Adviser considers, among other factors, whether such third party can provide appropriately secure custody solutions and appropriate risk-mitigating and reward-optimizing custody arrangements. In determining the appropriate custody and security arrangements for a particular digital asset, the Adviser will consider the relative ability of such persons to securely safeguard such digital assets. A single type of digital asset held by Accounts may be custodied or secured in different ways and different types of digital assets may have different custody or security arrangements. Custodial service providers for digital assets may not be able or willing to hold all of the digital assets in which a client may invest, including digital assets received through a fork in a blockchain or an air drop. In addition, due to the limited number of qualified custodians in the digital assets space with limited capabilities with respect to the types and amounts of digital assets that they can maintain, a custodial service provider selected by the Adviser for digital assets may not be considered a qualified custodian.

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Generally, the Adviser has discretionary authority to manage securities accounts on behalf of its clients. The Adviser's authority to take actions on behalf of each Account is described and agreed to by each client in the investment management agreement between the Adviser and the client. The investment management agreement may include limited powers of attorney granted to the Adviser in connection with its investment management services to the client. The Adviser has neither investment nor brokerage discretion for those clients to whom it provides nondiscretionary investment advice or with respect to certain Program Participants.

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In accordance with Rule 206(4)-6 under the Advisers Act, the Adviser has adopted and implemented written policies and procedures for voting client proxies it receives. Generally, the Adviser, when granted proxy voting authority by a client, will fulfill its obligations by voting in a manner that is in the best interest of its client. The Adviser may abstain from voting, but only if the Adviser determines that it is in the client’s best interest. The Adviser will vote proxies on behalf of clients, unless otherwise instructed by the client. The Adviser intends to vote all proxies in accordance with applicable rules and regulations, and in the best interests of clients without influence by real or apparent conflicts of interest. To assist in its responsibility for voting proxies and the overall voting process, the Adviser has engaged an independent third-party proxy voting specialist, Glass Lewis & Co., LLC. The services provided by Glass Lewis include indepth research, global issuer analysis, voting recommendations, and vote execution, reporting and recordkeeping. The Adviser will maintain records for each matter relating to a portfolio security with respect to which a client was entitled to vote. While it is the Adviser’s policy to generally follow the Glass Lewis guidelines, the Adviser retains the right, on any specific proxy, to vote differently from the Glass Lewis guidelines, if the Adviser believes it is in the best interests of its clients. Any such exceptions will be documented by the Adviser and reviewed by the Chief Compliance Officer. With respect to Program Participants, the Adviser will vote proxies of the securities held in the Model Portfolios unless a Program Participant elects to vote proxies for their own account. VanEck may refrain from voting, or may waive the right to vote, with respect to certain securities where VanEck determines that doing so is appropriate. Such circumstances may include, but are not limited to, situations where voting could implicate regulatory requirements for one or more clients. Pre-Population of Votes The Adviser pre-populates votes with Glass Lewis to help ensure all proxies are voted and such proxies are voted consistent with Glass Lewis’ recommendations. The Adviser has the right to change or override the vote up until the vote deadline and in some instances up until the time of the meeting. In the absence of intervention by the Adviser, Glass Lewis will submit votes prior to the vote deadline. The Adviser has established procedures to access and review additional information provided by the issuer of a proxy that may become available before the Adviser casts its vote. A copy of the Adviser’s proxy voting policies and its voting record will be provided upon request.

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The Adviser is not required to include a balance sheet for its most recent fiscal year, is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to clients and has not been the subject of a bankruptcy petition at any time during the past ten years.

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