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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 28, 2025

1933 Act File No. 033-13019

1940 Act File No. 811-05083

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. ___ [ ]

Post-Effective Amendment No. 93 [X]

and/or

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

Amendment No. 94 [X]

VANECK VIP TRUST

(Exact Name of Registrant as Specified in Charter)

666 Third Avenue

New York, NY 10017

(Address of Principal Executive Office) (Zip Code)

(212) 293-2000

Registrant's Telephone Number

Jonathan R. Simon, Esq.

Senior Vice President and General Counsel

Van Eck Associates Corporation

666 Third Avenue, 9th Floor

New York, NY 10017

(Name and Address of Agent for Service)

Copy to:

Fabio Battaglia, Esq.

Stradley Ronon Stevens & Young LLP

2005 Market Street

Suite 2600

Philadelphia, PA 19103

Approximate Date of Proposed Public Offering:

As soon as practicable after the effective date of this registration statement.

It is proposed that this filing will become effective: (check appropriate box)

[ ]

immediately upon filing pursuant to paragraph (b)

[ X ]

On May 1, 2025 pursuant to paragraph (b)

[ ]

60 days after filing pursuant to paragraph (a)(1)

[ ]

on [date] pursuant to paragraph (a)(1)

[ ]

75 days after filing pursuant to paragraph (a)(2)

[ ]

on [date] pursuant to paragraph (a)(2) of rule 485.

If appropriate, check the following box:

[ ] This post-effective amendment designates a new effective date for a previously filed post-effective amendment.


May 1, 2025 Prospectus

VanEck VIP Emerging Markets Bond Fund

Initial Class Shares

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

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TABLE OF CONTENTS
I. Summary Information			3
VanEck VIP Emerging Markets Bond Fund (Initial Class)			3
II. Investment Objective, Strategies, Policies, Risks and Other Information			13
1. Investment Objective			13
2. Additional Information About Principal Investment Strategies and Risks			13
3. Additional Investment Strategies			22
4. Other Information and Policies			23
III. How the Fund is Managed			25
1. Management of the Fund			25
2. Taxes			26
3. How the Fund Shares are Priced			27
4. Shareholder Information			27
IV. License Agreements and Disclaimers			29
V. Financial Highlights			30


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VANECK VIP EMERGING MARKETS BOND FUND (INITIAL CLASS)

I. SUMMARY INFORMATION

INVESTMENT OBJECTIVE

The VanEck VIP Emerging Markets Bond Fund seeks high total return—income plus capital appreciation— by investing globally, primarily in a variety of debt securities.

FUND FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. The table does not include fees and expenses imposed under your variable annuity contract and/or variable life insurance policy. Because these fees and expenses are not included, the fees and expenses that you will incur will be higher than the fees and expenses set forth in the table.

Annual Fund Operating Expenses

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


	Initial Class
Management Fees	1.00	%
Other Expenses	0.99	%
Total Annual Fund Operating Expenses	1.99	%
Fee Waivers and/or Expense Reimbursements1	-0.88	%
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements	1.11	%

1 Van Eck Associates Corporation (the “Adviser”) has agreed to waive fees and/or pay Fund expenses to the extent necessary to prevent the operating expenses of the Fund (excluding acquired fund fees and expenses, interest expense, trading expenses, dividends and interest payments on securities sold short, taxes and extraordinary expenses) from exceeding 1.10% for Initial Class shares of the Fund’s average daily net assets per year until May 1, 2026. During such time, the expense limitation is expected to continue until the Board of Trustees acts to discontinue all or a portion of such expense limitation.

EXPENSE EXAMPLE

The following example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example does not include fees and expenses imposed under your variable annuity contract and/or variable life insurance policy. Because these fees and expenses are not included, the fees and expenses that you will incur will be higher than the fees and expenses set forth in the example.

The example assumes that you invest $10,000 in the Fund for the time periods indicated and then either redeem all of your shares at the end of these periods or continue to hold them. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same, and applies fee waivers and/or expense reimbursements, if any, for the periods indicated above under “Annual Fund Operating Expenses”. Although your actual expenses may be higher or lower, based on these assumptions, your costs would be:

Share Status

1 Year

3 Years

5 Years

10 Years

Initial Class

Sold or Held

$113

$539

$991

$2,246

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 rate may indicate that the Fund pays higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 233% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

Under normal conditions, the Fund invests at least 80% of its net assets in emerging market debt securities. An instrument will qualify as an emerging market debt security if it is either (i) issued by an emerging market government, quasi- government or corporate entity (regardless of the currency in which it is denominated) or (ii) denominated in the currency of an emerging market country (regardless of the location of the issuer). The Fund may also invest in non-emerging market debt securities. The Fund may also invest in debt securities rated below investment grade (“junk bonds”). The Fund is considered to be “non-diversified” which means that it may invest a larger portion of its assets in a single issuer. The Fund may engage in active and frequent trading of portfolio securities.

The Fund invests in debt issued in emerging market and developed market currencies by governments and government- owned, controlled, or related entities (and their agencies and subdivisions), and by corporations. The Fund may invest in corporate bonds, debentures, notes, commercial paper, time deposits, and certificates of deposit, as well as debt obligations, which may have a call on a common stock or commodity by means of a conversion privilege or attached warrants.


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The Fund may also invest in emerging market or developed market currencies. The Fund may use derivative instruments denominated in any currency to enhance return, hedge (or protect) the value of its assets against adverse movements in commodity prices, currency exchange rates, interest rates and movements in the securities markets, manage certain investment risks and/or as a substitute for the purchase or sale of securities, currencies or commodities. The Fund may also use derivative instruments to implement “cross-hedging” strategies, which involve the use of one currency to hedge against the decline in the value of another currency, or to hedge the value of a currency that is embedded in the value of another currency (for example, the value of the Euro that may be embedded in the Polish zloty). The Fund expects to use forward currency contracts; futures on securities, indices, currencies, commodities, swaps and other investments; options; and interest rate swaps, cross-currency swaps, total return swaps and credit default swaps. The Fund may also invest in credit-linked notes. Credit-linked notes are typically issued by a limited purpose trust or other vehicle that, in turn, invests in a derivative or basket of derivatives instruments, such as credit default swaps, interest rate swaps and/or other securities, in order to provide exposure to certain high yield, sovereign debt, emerging markets, or other fixed income markets. The notional value of a cash-settled forward currency contract or other derivative instrument on an emerging market currency (or a currency that is embedded in an emerging market currency) or security (including any security that is a reference security for a credit default swap) will be treated as an emerging market debt security for purposes of complying with the Fund’s policy of investing at least 80% of its net assets in emerging market debt securities.

The Adviser has broad discretion to identify countries that it considers to qualify as emerging markets. The Adviser selects emerging market countries and currencies that the Fund will invest in based on the Adviser’s evaluation of economic fundamentals, legal structure, political developments and other specific factors the Adviser believes to be relevant. The Fund’s investment strategy normalizes countries’ economic fundamentals and compares them to the valuations of the relevant asset prices, particularly the relevant currency’s valuation, the relevant currency’s interest rate, and the relevant hard-currency security’s credit spread. 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 fundamental assessment of a company or country. The Fund may invest in instruments whose return is based on the return of an emerging market security such as a derivative instrument, rather than investing directly in emerging market securities.

The Fund’s holdings may include issues denominated in currencies of emerging countries, investment companies (like country funds) that invest in emerging countries, depositary receipts, and similar types of investments, representing emerging market securities. The Fund may purchase securities of any maturity or duration. Duration is a measure of the expected life of a fixed income security that is used to determine the sensitivity of a security’s price to changes in interest rates. The longer a security’s duration, the more sensitive it will be to changes in interest rates. Similarly, a fund with a longer average portfolio duration will be more sensitive to changes in interest rates than a fund with a shorter average portfolio duration. By way of example, the price of a bond fund with an average duration of five years would be expected to fall approximately 5% if interest rates rose by one percentage point.

The Fund may invest up to 20% of its net assets in securities issued by other investment companies (each an “Underlying Fund”), including exchange-traded funds (“ETFs”). The Fund may also invest in money market funds, but these investments are not subject to this limitation. The Fund may invest in ETFs to participate in, or gain exposure to, certain market sectors, or when direct investments in certain countries are not permitted or available. The Fund may also invest in restricted securities, including Rule 144A securities.

PRINCIPAL RISKS

There is no assurance that the Fund will achieve its investment objective. The Fund’s share price and return will fluctuate with changes in the market value of the Fund’s portfolio securities. Accordingly, an investment in the Fund involves the risk of losing money.

Active Management Risk. In managing the Fund’s portfolio, the Adviser will apply investment techniques and risk analyses in making investment decisions for the Fund, but there can be no guarantee that these will produce the desired results. Investment decisions made by the Adviser in seeking to achieve the Fund’s investment objective may cause a decline in the value of the investments held by the Fund and, in turn, cause the Fund’s shares to lose value or underperform other funds with similar investment objectives.

Credit Risk. Credit risk refers to the possibility that the issuer or guarantor of a security will be unable and/or unwilling to honor its payment obligations and/or default completely on securities. The Fund’s securities are subject to varying degrees of credit risk, depending on the issuer’s financial condition and on the terms of the securities, which may be reflected in credit ratings. There is a possibility that the credit rating of a security may be downgraded after purchase or the perception of an issuer’s creditworthiness may decline, which may adversely affect the value of the security. Lower credit quality may also affect liquidity and make it difficult for the Fund to sell the security.

Credit-Linked Notes Risk. When it buys a credit-linked note, the Fund assumes the risk of default by the issuer and the underlying reference asset or entity. If the underlying investment defaults, the payments and principal received by the Fund will be reduced or eliminated. Also, in the event the issuer defaults or there is a credit event that relates to the reference asset, the recovery rate generally is less than the Fund’s initial investment, and the Fund may lose money.


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Currency Management Strategies Risk. Currency management strategies, including the use of forward currency contracts and other derivatives, may substantially change the Fund’s exposure to currencies and currency exchange rates and could result in losses to the Fund if currencies do not perform as the Adviser anticipates.

Derivatives Risk. Derivatives and other similar instruments (referred to collectively as “derivatives”) are financial instruments whose values are based on the value of one or more reference assets or indicators, such as a security, currency, interest rate, or index. The Fund’s use of derivatives involves risks different from, and possibly greater than, the risks associated with investing directly in securities and other more traditional investments. Moreover, although the value of a derivative is based on an underlying asset or indicator, a derivative typically does not carry the same rights as would be the case if the Fund invested directly in the underlying securities, currencies or other assets.

Derivatives are subject to a number of risks, such as potential changes in value in response to market developments or, in the case of “over-the-counter” derivatives, as a result of a counterparty’s credit quality and the risk that a derivative transaction may not have the effect the Adviser anticipated. Derivatives also involve the risk of mispricing or improper valuation and the risk that changes in the value of a derivative may not achieve the desired correlation with the underlying asset or indicator. Derivative transactions can create investment leverage and may be highly volatile, and the Fund could lose more than the amount it invests. The use of derivatives may increase the amount and affect the timing and character of taxes payable by shareholders of the Fund.

Many derivative transactions are entered into “over-the-counter” without a central clearinghouse; as a result, the value of such a derivative transaction will depend on, among other factors, the ability and the willingness of the Fund’s counterparty to perform its obligations under the transaction. If a counterparty were to default on its obligations, the Fund’s contractual remedies against such counterparty may be subject to bankruptcy and insolvency laws, which could affect the Fund’s rights as a creditor (e.g., the Fund may not receive the net amount of payments that it is contractually entitled to receive). Counterparty risk also refers to the related risks of having concentrated exposure to such a counterparty. A liquid secondary market may not always exist for the Fund’s derivative positions at any time, and the Fund may not be able to initiate or liquidate a swap position at an advantageous time or price, which may result in significant losses. The Fund may also face the risk that it may not be able to meet margin and payment requirements and maintain a derivatives position.

Derivatives are also subject to operational and legal risks. Operational risk generally refers to risk related to potential operational issues, including documentation issues, settlement issues, system failures, inadequate controls, and human errors. Legal risk generally refers to insufficient documentation, insufficient capacity or authority of counterparty, or legality or enforceability of a contract.

Emerging Market Issuers Risk. Investments in securities of emerging market issuers involve risks not typically associated with investments in securities of issuers in more developed countries that may negatively affect the value of your investment in the Fund. Such heightened risks may include, among others, expropriation, nationalization and/or confiscation of assets and property, restrictions on and government intervention in international trade, confiscatory taxation, political instability, including authoritarian and/or military involvement in governmental decision making, armed conflict, the impact on the economy as a result of civil war, crime (including drug violence) and social instability as a result of religious, ethnic and/or socioeconomic unrest. Issuers in certain emerging market countries are subject to less stringent requirements regarding accounting, auditing, financial reporting and record keeping than are issuers in more developed markets, and therefore, all material information may not be available or reliable. Emerging markets are also more likely than developed markets to experience problems with the clearing and settling of trades, as well as the holding of securities by local banks, agents and depositories. Low trading volumes and volatile prices in less developed markets may make trades harder to complete and settle, and governments or trade groups may compel local agents to hold securities in designated depositories that may not be subject to independent evaluation. Local agents are held only to the standards of care of their local markets. In general, the less developed a country’s securities markets are, the greater the likelihood of custody problems. Additionally, each of the factors described below could have a negative impact on the Fund’s performance and increase the volatility of the Fund.

Securities Markets Risk. Securities markets in emerging market countries are underdeveloped and are often considered to be less correlated to global economic cycles than those markets located in more developed countries. Securities markets in emerging market countries are subject to greater risks associated with market volatility, lower market capitalization, lower trading volume, illiquidity, inflation, greater price fluctuations, uncertainty regarding the existence of trading markets, governmental control and heavy regulation of labor and industry. These factors, coupled with restrictions on foreign investment and other factors, limit the supply of securities available for investment by the Fund. This will affect the rate at which the Fund is able to invest in emerging market countries, the purchase and sale prices for such securities and the timing of purchases and sales. Emerging markets can experience high rates of inflation, deflation and currency devaluation. The prices of certain securities listed on securities markets in emerging market countries have been subject to sharp fluctuations and sudden declines, and no assurance can be given as to the future performance of listed securities in general. Volatility of prices may be greater than in more developed securities markets. Moreover, securities markets in emerging market countries may be closed for extended periods of time or trading on securities markets may be suspended altogether due to political or civil unrest. Market volatility may also be heightened by the actions of a small number of investors. Brokerage firms in emerging market countries may be fewer in number and less established than brokerage firms in more developed markets. Since the Fund may need to effect securities transactions through these brokerage firms, the Fund is subject to the risk that these


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brokerage firms will not be able to fulfill their obligations to the Fund. This risk is magnified to the extent the Fund effects securities transactions through a single brokerage firm or a small number of brokerage firms. In addition, the infrastructure for the safe custody of securities and for purchasing and selling securities, settling trades, collecting dividends, initiating corporate actions, and following corporate activity is not as well developed in emerging market countries as is the case in certain more developed markets.

Political and Economic Risk. Certain emerging market countries have historically been subject to political instability and their prospects are tied to the continuation of economic and political liberalization in the region. Instability may result from factors such as government or military intervention in decision making, terrorism, civil unrest, extremism or hostilities between neighboring countries. Any of these factors, including an outbreak of hostilities could negatively impact the Fund’s returns. Limited political and democratic freedoms in emerging market countries might cause significant social unrest. These factors may have a significant adverse effect on an emerging market country’s economy.

Many emerging market countries may be heavily dependent upon international trade and, consequently, may continue to be negatively affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which it trades. They also have been, and may continue to be, adversely affected by economic conditions in the countries with which they trade.

In addition, commodities (such as oil, gas and minerals) represent a significant percentage of certain emerging market countries’ exports and these economies are particularly sensitive to fluctuations in commodity prices. Adverse economic events in one country may have a significant adverse effect on other countries of this region. In addition, most emerging market countries have experienced, at one time or another, severe and persistent levels of inflation, including, in some cases, hyperinflation. This has, in turn, led to high interest rates, extreme measures by governments to keep inflation in check, and a generally debilitating effect on economic growth.

Although inflation in many countries has lessened, there is no guarantee it will remain at lower levels. The political history of certain emerging market countries has been characterized by political uncertainty, intervention by the military in civilian and economic spheres, and political corruption. Such events could reverse favorable trends toward market and economic reform, privatization, and removal of trade barriers, and result in significant disruption in securities markets in the region.

Also, from time to time, certain issuers located in emerging market countries in which the Fund invests may operate in, or have dealings with, countries subject to sanctions and/or embargoes imposed by the U.S. Government and the United Nations and/or countries identified by the U.S. Government as state sponsors of terrorism. As a result, an issuer may sustain damage to its reputation if it is identified as an issuer which operates in, or has dealings with, such countries. The Fund, as an investor in such issuers, will be indirectly subject to those risks.

The economies of one or more countries in which the Fund may invest may be in various states of transition from a planned economy to a more market oriented economy. The economies of such countries differ from the economies of most developed countries in many respects, including levels of government involvement, states of development, growth rates, control of foreign exchange and allocation of resources. Economic growth in these economies may be uneven both geographically and among various sectors of their economies and may also be accompanied by periods of high inflation. Political changes, social instability and adverse diplomatic developments in these countries could result in the imposition of additional government restrictions, including expropriation of assets, confiscatory taxes or nationalization of some or all of the property held by the underlying issuers of securities of emerging market issuers. There is no guarantee that the governments of these countries will not revert back to some form of planned or non-market oriented economy, and such governments continue to be active participants in many economic sectors through ownership positions and regulation. The allocation of resources in such countries is subject to a high level of government control. Such countries’ governments may strictly regulate the payment of foreign currency denominated obligations and set monetary policy. Through their policies, these governments may provide preferential treatment to particular industries or companies. The policies set by the government of one of these countries could have a substantial effect on that country’s economy.

Investment and Repatriation Restrictions Risk. The government in an emerging market country may restrict or control to varying degrees the ability of foreign investors to invest in securities of issuers located or operating in such emerging market countries. These restrictions and/or controls may at times limit or prevent foreign investment in securities of issuers located or operating in emerging market countries and may inhibit the Fund’s ability to meet its investment objective. In addition, the Fund may not be able to buy or sell securities or receive full value for such securities. Moreover, certain emerging market countries may require governmental approval or special licenses prior to investments by foreign investors and may limit the amount of investments by foreign investors in a particular industry and/or issuer; may limit such foreign investment to a certain class of securities of an issuer that may have less advantageous rights than the classes available for purchase by domiciliaries of such emerging market countries; and/or may impose additional taxes on foreign investors. A delay in obtaining a required government approval or a license would delay investments in those emerging market countries, and, as a result, the Fund may not be able to invest in certain securities while approval is pending. The government of certain emerging market countries may also


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withdraw or decline to renew a license that enables the Fund to invest in such country. These factors make investing in issuers located or operating in emerging market countries significantly riskier than investing in issuers located or operating in more developed countries, and any one of them could cause a decline in the net asset value of the Fund.

Additionally, investments in issuers located in certain emerging market countries may be subject to a greater degree of risk associated with governmental approval in connection with the repatriation of investment income, capital or the proceeds of sales of securities by foreign investors. Moreover, there is the risk that if the balance of payments in an emerging market country declines, the government of such country may impose temporary restrictions on foreign capital remittances. Consequently, the Fund could be adversely affected by delays in, or a refusal to grant, required governmental approval for repatriation of capital, as well as by the application to the Fund of any restrictions on investments. Furthermore, investments in emerging market countries may require the Fund to adopt special procedures, seek local government approvals or take other actions, each of which may involve additional costs to the Fund.

Limited Disclosure About Emerging Market Issuers Risk. Issuers located or operating in emerging market countries are not subject to the same rules and regulations as issuers located or operating in more developed countries. Therefore, there may be less financial and other information publicly available with regard to issuers located or operating in emerging market countries and such issuers are not subject to the uniform accounting, auditing and financial reporting standards applicable to issuers located or operating in more developed countries.

Foreign Currency Considerations Risk. The Fund’s assets that are invested in securities of issuers in emerging market countries will generally be denominated in foreign currencies, and the proceeds received by the Fund from these investments will be principally in foreign currencies. The value of an emerging market country’s currency may be subject to a high degree of fluctuation. This fluctuation may be due to changes in interest rates, the effects of monetary policies issued by the United States, foreign governments, central banks or supranational entities, the imposition of currency controls or other national or global political or economic developments. The economies of certain emerging market countries can be significantly affected by currency devaluations. Certain emerging market countries may also have managed currencies which are maintained at artificial levels relative to the U.S. dollar rather than at levels determined by the market. This type of system can lead to sudden and large adjustments in the currency which, in turn, can have a disruptive and negative effect on foreign investors.

The Fund’s exposure to an emerging market country’s currency and changes in value of such foreign currencies versus the U.S. dollar may reduce the Fund’s investment performance and the value of your investment in the Fund. Meanwhile, the Fund will compute and expects to distribute its income in U.S. dollars, and the computation of income will be made on the date that the income is earned by the Fund at the foreign exchange rate in effect on that date. Therefore, if the value of the respective emerging market country’s currency falls relative to the U.S. dollar between the earning of the income and the time at which the Fund converts the relevant emerging market country’s currency to U.S. dollars, the Fund may be required to liquidate certain positions in order to make distributions if the Fund has insufficient cash in U.S. dollars to meet distribution requirements under the Internal Revenue Code. The liquidation of investments, if required, could be at disadvantageous prices or otherwise have an adverse impact on the Fund’s performance.

Certain emerging market countries also restrict the free conversion of their currency into foreign currencies, including the U.S. dollar. There is no significant foreign exchange market for many such currencies and it would, as a result, be difficult for the Fund to engage in foreign currency transactions designed to protect the value of the Fund’s interests in securities denominated in such currencies. Furthermore, if permitted, the Fund may incur costs in connection with conversions between U.S. dollars and an emerging market country’s currency. Foreign exchange dealers realize a profit based on the difference between the prices at which they are buying and selling various currencies. Thus, a dealer normally will offer to sell a foreign currency to the Fund at one rate, while offering a lesser rate of exchange should the Fund desire immediately to resell that currency to the dealer. The Fund will conduct its foreign currency exchange transactions either on a spot (i.e., cash) basis at the spot rate prevailing in the foreign currency exchange market, or through entering into forward, futures or options contracts to purchase or sell foreign currencies.

Operational and Settlement Risk. In addition to having less developed securities markets, emerging market countries have less developed custody and settlement practices than certain developed countries. Rules adopted under the Investment Company Act of 1940 permit the Fund to maintain its foreign securities and cash in the custody of certain eligible non-U.S. banks and securities depositories. Banks in emerging market countries that are eligible foreign sub-custodians may be recently organized or otherwise lack extensive operating experience. In addition, in certain emerging market countries there may be legal restrictions or limitations on the ability of the Fund to recover assets held in custody by a foreign sub-custodian in the event of the bankruptcy of the sub-custodian. Because settlement systems in emerging market countries may be less organized than in other developed markets, there may be a risk that settlement may be delayed and that cash or securities of the Fund may be in jeopardy because of failures of or defects in the systems. Under the laws in many emerging market countries, the Fund may be required to release local shares before receiving cash payment or may be required to make cash payment prior to receiving local shares, creating a risk that the Fund may surrender cash or securities without ever receiving securities or cash from


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the other party. Settlement systems in emerging market countries also have a higher risk of failed trades and back to back settlements may not be possible.

The Fund may not be able to convert a foreign currency to U.S. dollars in time for the settlement of redemption requests. In the event that the Fund is not able to convert the foreign currency to U.S. dollars in time for settlement, which may occur as a result of the delays described above, the Fund may be required to liquidate certain investments and/or borrow money in order to fund such redemption. The liquidation of investments, if required, could be at disadvantageous prices or otherwise have an adverse impact on the Fund’s performance (e.g., by causing the Fund to overweight foreign currency denominated holdings and underweight other holdings which were sold to fund redemptions). In addition, the Fund will incur interest expense on any borrowings and the borrowings will cause the Fund to be leveraged, which may magnify gains and losses on its investments.

In certain emerging market countries, the marketability of investments may be limited due to the restricted opening hours of trading exchanges, and a relatively high proportion of market value may be concentrated in the hands of a relatively small number of investors. In addition, because certain emerging market countries’ trading exchanges on which the Fund’s portfolio securities may trade are open when the relevant exchanges are closed, the Fund may be subject to heightened risk associated with market movements. Trading volume may be lower on certain emerging market countries’ trading exchanges than on more developed securities markets and securities may be generally less liquid. The infrastructure for clearing, settlement and registration on the primary and secondary markets of certain emerging market countries are less developed than in certain other markets and under certain circumstances this may result in the Fund experiencing delays in settling and/or registering transactions in the markets in which it invests, particularly if the growth of foreign and domestic investment in certain emerging market countries places an undue burden on such investment infrastructure. Such delays could affect the speed with which the Fund can transmit redemption proceeds and may inhibit the initiation and realization of investment opportunities at optimum times.

Certain issuers in emerging market countries may utilize share blocking schemes. Share blocking refers to a practice, in certain foreign markets, where voting rights related to an issuer’s securities are predicated on these securities being blocked from trading at the custodian or sub-custodian level for a period of time around a shareholder meeting. These restrictions have the effect of barring the purchase and sale of certain voting securities within a specified number of days before and, in certain instances, after a shareholder meeting where a vote of shareholders will be taken. Share blocking may prevent the Fund from buying or selling securities for a period of time. During the time that shares are blocked, trades in such securities will not settle. The blocking period can last up to several weeks. The process for having a blocking restriction lifted can be quite onerous with the particular requirements varying widely by country. In addition, in certain countries, the block cannot be removed. As a result of the ramifications of voting ballots in markets that allow share blocking, the Adviser, on behalf of the Fund, reserves the right to abstain from voting proxies in those markets.

Corporate and Securities Laws Risk. Securities laws in emerging market countries are relatively new and unsettled and, consequently, there is a risk of rapid and unpredictable change in laws regarding foreign investment, securities regulation, title to securities and securityholders rights. Accordingly, foreign investors may be adversely affected by new or amended laws and regulations. In addition, the systems of corporate governance to which emerging market issuers are subject may be less advanced than those systems to which issuers located in more developed countries are subject, and therefore, securityholders of issuers located in emerging market countries may not receive many of the protections available to securityholders of issuers located in more developed countries. In circumstances where adequate laws and securityholders rights exist, it may not be possible to obtain swift and equitable enforcement of the law. In addition, the enforcement of systems of taxation at federal, regional and local levels in emerging market countries may be inconsistent and subject to sudden change. The Fund has limited rights and few practical remedies in emerging markets and the ability of U.S. authorities to bring enforcement actions in emerging markets may be limited.

ESG Investing Strategy Risk. The Fund’s ESG strategy could cause it to perform differently compared to funds that do not have an ESG focus. The Fund’s ESG strategy may result in the Fund investing in securities or industry sectors that underperform other securities or underperform the market as a whole. The Fund is also subject to the risk that the companies represented in the Fund do not operate as expected when addressing ESG issues. Additionally, the valuation model used for identifying ESG companies may not perform as intended, which may adversely affect an investment in the Fund. Regulatory changes or interpretations regarding the definitions and/or use of ESG criteria could have a material adverse effect on the Fund’s ability to implement its ESG strategy.

Foreign Currency Risk. Because all or a portion of the income received by the Fund from its investments and/or the revenues received by the underlying issuers will generally be denominated in foreign currencies, the Fund’s exposure to foreign currencies and changes in the value of foreign currencies versus the U.S. dollar may result in reduced returns for the Fund, and the value of certain foreign currencies may be subject to a high degree of fluctuation. The Fund may also (directly or indirectly) incur costs in connection with conversions between U.S. dollars and foreign currencies.


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Foreign Securities Risk. Investments in the securities of foreign issuers involve risks beyond those associated with investments in U.S. securities. These additional risks include greater market volatility, the availability of less reliable financial information, higher transactional and custody costs, taxation by foreign governments, decreased market liquidity and political instability. Because certain foreign securities markets may be limited in size, the activity of large traders may have an undue influence on the prices of securities that trade in such markets. The Fund invests in securities of issuers located in countries whose economies are heavily dependent upon trading with key partners. Any reduction in this trading may have an adverse impact on the Fund’s investments. Foreign market trading hours, clearance and settlement procedures, and holiday schedules may limit the Fund's ability to buy and sell securities.

Hedging Risk. Losses or gains generated by a derivative or other instrument or practice used by the Fund for hedging purposes (including for hedging interest rate risk and credit risk) should be substantially offset by gains or losses on the hedged investment. However, the Fund is exposed to the risk that changes in the value of a hedging instrument will not match those of the investment being hedged.

High Portfolio Turnover Risk. The Fund may engage in active and frequent trading of its portfolio securities, which will result in increased transaction costs to the Fund, including brokerage commissions, dealer mark-ups and other transaction costs on the sale of the securities and on reinvestment in other securities. High portfolio turnover may also result in higher taxes when Fund Shares are held in a taxable account. The effects of high portfolio turnover may adversely affect Fund performance.

High Yield Securities Risk. Securities rated below investment grade are commonly referred to as high yield securities or “junk bonds.” High yield securities are often issued by issuers that are restructuring, are smaller or less creditworthy than other issuers, or are more highly indebted than other issuers. High yield securities are subject to greater risk of loss of income and principal than higher rated securities and are considered speculative. The prices of high yield securities are likely to be more sensitive to adverse economic changes or individual issuer developments than higher rated securities, resulting in increased volatility of their market prices and a corresponding volatility in the Fund’s net asset value. During an economic downturn or substantial period of rising interest rates, high yield security issuers may experience financial stress that would adversely affect their ability to service their principal and interest payment obligations, to meet their projected business goals or to obtain additional financing. In the event of a default, the Fund may incur additional expenses to seek recovery. The secondary market for high yield securities may be less liquid than the markets for higher quality securities, and high yield securities issued by non-corporate issuers may be less liquid than high yield securities issued by corporate issuers. Illiquidity may have an adverse effect on the market prices of and the Fund’s ability to arrive at a fair value for certain securities when it seeks to do so. In addition, periods of economic uncertainty and change may result in an increased volatility of market prices of high yield securities and a corresponding volatility in the Fund's NAV.

Interest Rate Risk. Debt securities and preferred securities are subject to interest rate risk. Interest rate risk refers to fluctuations in the value of a security resulting from changes in the general level of interest rates. When the general level of interest rates goes up, the prices of most debt securities and certain preferred securities go down. When the general level of interest rates goes down, the prices of most debt securities go up. Many factors can cause interest rates to rise, including central bank monetary policy, rising inflation rates and general economic conditions. Debt securities with longer durations tend to be more sensitive to interest rate changes, usually making them more volatile than debt securities, such as bonds, with shorter durations. A substantial investment by the Fund in debt securities with longer-term maturities during periods of rising interest rates may cause the value of the Fund’s investments to decline significantly. Changing interest rates may have unpredictable effects on markets, may result in heightened market volatility and may detract from Fund performance to the extent the Fund is exposed to such interest rates and/or volatility. It is difficult to predict the magnitude, timing or direction of interest rate changes and the impact these changes will have on the markets in which the Fund invests.

Market Risk. The prices of securities are subject to the risks associated with investing in the securities market, including general economic conditions, sudden and unpredictable drops in value, exchange trading suspensions and closures and public health risks. These risks may be magnified if certain social, political, economic and other conditions and events (such as natural disasters, epidemics and pandemics, terrorism, conflicts, social unrest, recessions, inflation, interest rate changes, supply chain disruptions, embargoes, tariffs, sanctions and other trade barriers) adversely interrupt the global economy; in these and other circumstances, such events or developments might affect companies world-wide. Overall securities values could decline generally or underperform other investments. An investment may lose money.

Non-Diversified Risk. The Fund is classified as a “non-diversified” fund under the Investment Company Act of 1940. The Fund is subject to the risk that it will be more volatile than a diversified fund because the Fund may invest a relatively high percentage of its assets in a smaller number of issuers or may invest a larger proportion of its assets in a single issuer. Moreover, the gains and losses on a single investment may have a greater impact on the Fund’s net asset value and may make the Fund more volatile than more diversified funds. The Fund may be particularly vulnerable to this risk if it is comprised of a limited number of investments.

Operational Risk. The Fund is exposed to operational risk arising from a number of factors, including human error, processing and communication errors, errors of the Fund’s service providers, counterparties or other third-parties, failed or inadequate processes and technology or system failures.


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Restricted Securities Risk. The Fund may hold securities that are restricted as to resale under the U.S. Federal securities laws, such as securities in certain privately held companies. Such securities may be highly illiquid and their values may experience significant volatility. Restricted securities may be difficult to value.

Risk of Investing in Other Funds. The Fund may invest in shares of other funds, including ETFs. As a result, the Fund will indirectly be exposed to the risks of an investment in the underlying funds. As a shareholder in a fund, the Fund would bear its ratable share of that entity’s expenses. At the same time, the Fund would continue to pay its own investment management fees and other expenses. As a result, the Fund and its shareholders will be absorbing additional levels of fees with respect to investments in other funds, including ETFs.

Sovereign Bond Risk. Investment in sovereign bonds involves special risks not present in corporate bonds. The governmental authority that controls the repayment of the bond may be unable or unwilling to make interest payments and/or repay the principal on its debt or to otherwise honor its obligations. If an issuer of sovereign bonds defaults on payments of principal and/or interest, the Fund may have limited recourse against the issuer. During periods of economic uncertainty, the market prices of sovereign bonds, and the Fund’s net asset value, may be more volatile than prices of corporate bonds, which may result in losses. In the past, certain governments of emerging market countries have declared themselves unable to meet their financial obligations on a timely basis, which has resulted in losses for holders of sovereign bonds.

Special Risk Considerations of Investing in African Issuers. Investments in securities of African issuers, including issuers located outside of Africa that generate significant revenues from Africa, involve risks and special considerations not typically associated with investments in the U.S. securities markets. Such heightened risks include, among others, expropriation and/or nationalization of assets, restrictions on and government intervention in international trade, confiscatory taxation, political instability, including authoritarian and/or military involvement in governmental decision making, armed conflict, terrorism, infectious disease outbreaks, strained international relations related to border disputes, the impact on the economy as a result of civil war, and social instability as a result of religious, ethnic and/or socioeconomic unrest and, in certain countries, genocidal warfare. Unanticipated political or social developments may result in sudden and significant investment losses. Additionally, Africa is located in a part of the world that has historically been prone to natural disasters, such as droughts, and is economically sensitive to environmental events.

The securities markets in Africa are underdeveloped and are often considered to be less correlated to global economic cycles than those markets located in more developed countries or geographic regions. A subset of African emerging market countries are considered to be “frontier markets.” Frontier market countries generally have smaller economies and less developed capital markets than traditional emerging markets, and, as a result, the risks of investing in emerging market countries are magnified in frontier market countries. As a result, securities markets in Africa are subject to greater risks associated with market volatility, lower market capitalization, lower trading volume, illiquidity, inflation, greater price fluctuations, uncertainty regarding the existence of trading markets, governmental control and heavy regulation of labor and industry. There may also be a high concentration of trading volume in a small number of issuers, investors and financial intermediaries representing a limited number of sectors or industries. Moreover, trading on securities markets may be suspended altogether.

Certain governments in Africa may restrict or control to varying degrees the ability of foreign investors to invest in securities of issuers located or operating in those countries. These restrictions and/or controls may at times limit or prevent foreign investment in securities of issuers located or operating in countries in Africa. Moreover, certain countries in Africa may require governmental approval or special licenses prior to investments by foreign investors and may limit the amount of investments by foreign investors in a particular industry and/or issuer and may limit such foreign investment to a certain class of securities of an issuer that may have less advantageous rights than the classes available for purchase by domiciliaries of those countries and/or impose additional taxes on foreign investors. These factors, among others, make investing in issuers located or operating in countries in Africa significantly riskier than investing in issuers located or operating in more developed countries, and any one of them could cause a decline in the value of the Fund’s Shares.

There may be a risk of loss due to the imposition of restrictions on repatriation of capital invested. In addition, certain African countries have currencies pegged to the U.S. dollar. If such currency pegs are abandoned, such abandonment could cause sudden and significant currency adjustments, which could impact the Fund’s investment returns in those countries. There may be limitations or delays in the convertibility or repatriation of certain African currencies, which would adversely affect the U.S. dollar value and/or liquidity of the Fund’s investments denominated in such African currencies, may impair the Fund’s ability to achieve its investment objective and/or may impede the Fund’s ability to satisfy redemption requests in a timely manner. For these or other reasons, the Fund could seek to suspend redemptions of Creation Units, including in the event that an emergency exists in which it is not reasonably practicable for the Fund to dispose of its securities or to determine its net asset value. The Fund could also, among other things, limit or suspend creations of Creation Units. During the period that creations or redemptions are affected, the Fund’s shares could trade at a significant premium or discount to their net asset value. In the case of a period during which creations are suspended, the Fund could experience substantial redemptions, which may exacerbate the discount to net asset value at which the Fund’s shares trade, cause the Fund to experience increased


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transaction costs, and cause the Fund to make greater taxable distributions to shareholders of the Fund. When the Fund holds illiquid investments, its portfolio may be harder to value.

Special Risk Considerations of Investing in Asian Issuers. Investments in securities of Asian issuers involve risks and special considerations not typically associated with investments in the U.S. securities markets. Many Asian economies have experienced rapid growth and industrialization in recent years, but there is no assurance that this growth rate will be maintained. Certain Asian economies have experienced over-extension of credit, currency devaluations and restrictions, high unemployment, high inflation, decreased exports and economic recessions. Geopolitical hostility, political instability, as well as economic or environmental events in any one Asian country can have a significant effect on the entire Asian region as well as on major trading partners outside Asia, and any adverse effect on some or all of the Asian countries and regions in which the Fund invests. The securities markets in some Asian economies are relatively underdeveloped and may subject the Fund to higher action costs or greater uncertainty than investments in more developed securities markets. Such risks may adversely affect the value of the Fund’s investments. Certain Asian countries have developed increasingly strained relationships with the U.S. or with China, and if these relations were to worsen, they could adversely affect Asian issuers that rely on the U.S. or China for trade. In addition, many Asian countries are subject to social and labor risks associated with demands for improved political, economic and social conditions. These risks, among others, may adversely affect the value of the Fund's investments.

Special Risk Considerations of Investing in Latin American Issuers. Investments in securities of Latin American issuers involve special considerations not typically associated with investments in securities of issuers located in the United States. The economies of certain Latin American countries have, at times, experienced high interest rates, economic volatility, inflation, currency devaluations and high unemployment rates. In addition, commodities (such as oil, gas and minerals) represent a significant percentage of the region’s exports and many economies in this region are particularly sensitive to fluctuations in commodity prices. The economies of Latin American countries are heavily dependent on trading relationships with key trading partners, including the U.S., Europe, Asia, and other Latin American countries. Adverse economic events in one country may have a significant adverse effect on other countries of this region.

Most Latin American countries have experienced severe and persistent levels of inflation, including, in some cases, hyperinflation. This has, in turn, led to high interest rates, extreme measures by governments to keep inflation in check, and a generally debilitating effect on economic growth. Although inflation in many Latin American countries has lessened, there is no guarantee it will remain at lower levels.

The political history of certain Latin American countries has been characterized by political uncertainty, intervention by the military in civilian and economic spheres, and political corruption. Such events could reverse favorable trends toward market and economic reform, privatization, and removal of trade barriers, and could result in significant disruption in securities markets in the region.

The economies of Latin American countries are generally considered emerging markets and can be significantly affected by currency devaluations. Certain Latin American countries may also have managed currencies which are maintained at artificial levels relative to the U.S. dollar rather than at levels determined by the market. This type of system can lead to sudden and large adjustments in the currency which, in turn, can have a disruptive and negative effect on foreign investors. Certain Latin American countries also restrict the free conversion of their currency into foreign currencies, including the U.S. dollar. There is no significant foreign exchange market for many Latin American currencies and it would, as a result, be difficult for the Fund to engage in foreign currency transactions designed to protect the value of the Fund’s interests in securities denominated in such currencies.

Finally, a number of Latin American countries are among the largest debtors of developing countries. There have been moratoria on, and a rescheduling of, repayment with respect to these debts. Such events can restrict the flexibility of these debtor nations in the international markets and result in the imposition of onerous conditions on their economies.

PERFORMANCE

The following chart and table provide some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual total returns compare with those of a broad measure of market performance and one or more other performance measures. The Fund’s past performance is not necessarily an indication of how the Fund will perform in the future.

Fees and expenses imposed under your variable annuity contract and/or variable life insurance policy are not reflected; if these amounts were reflected, returns would be lower than those shown. Additionally, large purchases and/or redemptions of shares of a class, relative to the amount of assets represented by the class, may cause the annual returns for each class to differ. Updated performance information for the Fund is available on the VanEck website at vaneck.com.


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INITIAL CLASS: Annual Total Returns (%) as of 12/31


Best Quarter:	+21.61%	2Q 2020
Worst Quarter:	-21.35%	1Q 2020


Average Annual Total Returns as of 12/31/2024	1 Year	5 Years	10 Years
Initial Class Shares (9/1/89)	2.77%	2.18%	2.03%
50% J.P. Morgan Emerging Market Bond Index Global Diversified Index/50% J.P. Morgan Government Bond Index-Emerging Markets Global Diversified Index (reflects no deduction for fees, expenses or taxes)	2.01%	-0.83%	1.84%
ICE BofA Global Broad Market Plus Index (reflects no deduction for fees, expenses or taxes)	-1.66%	-2.27%	0.02%

See “License Agreements and Disclaimers” for important information.

PORTFOLIO MANAGEMENT

Investment Adviser. Van Eck Associates Corporation

Portfolio Managers.

Eric Fine has been Portfolio Manager of the Fund since 2012. David Austerweil has been Deputy Portfolio Manager of the Fund since 2014.

PURCHASE AND SALE OF FUND SHARES

The Fund is available for purchase only through variable annuity contracts and variable life insurance policies offered by the separate accounts of participating insurance companies. Shares of the Fund may not be purchased or sold directly by individual owners of variable annuity contracts or variable life insurance policies. If you are a variable annuity contract or variable life insurance policy holder, please refer to the prospectus that describes your annuity contract or life insurance policy for information about minimum investment requirements and how to purchase and redeem shares of the Fund.

TAX INFORMATION

The Fund normally distributes its net investment income and net realized capital gains, if any, to its shareholders annually, the participating insurance companies investing in the Fund through separate accounts. These distributions may not be taxable to you as a holder of a variable annuity contract or variable life insurance policy; please see “How the Fund is managed—Taxes” and consult the prospectus or other information provided to you by your participating insurance company regarding the federal income taxation of your contract or policy.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

If you purchase the Fund through a broker-dealer or other financial intermediary (such as an insurance company), the Fund and/or its affiliates may pay intermediaries for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your financial professional to recommend the Fund over another investment. Ask your financial professional or visit your financial intermediary’s website for more information.


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II. INVESTMENT OBJECTIVE, STRATEGIES, POLICIES, RISKS AND OTHER INFORMATION

This section states the Fund’s investment objective and describes certain strategies and policies that the Fund may utilize in pursuit of its investment objective. This section also provides additional information about the principal risks associated with investing in the Fund.

1. INVESTMENT OBJECTIVE

The VanEck VIP Emerging Markets Bond Fund seeks high total return—income plus capital appreciation— by investing globally, primarily in a variety of debt securities.

The Fund’s investment objective is fundamental and may only be changed with shareholder approval.

2. ADDITIONAL INFORMATION ABOUT PRINCIPAL INVESTMENT STRATEGIES AND RISKS

Currency Management Strategies Risk. This strategy is generally used in an attempt to reduce the risk and impact of adverse currency movements to protect the value of, or seek to mitigate the currency exposure associated with, an investment (including, for example, mitigating the exposure to the Euro that may be embedded in the Polish zloty).

Currency management strategies, including the use of forward currency contracts and cross-hedging, may substantially change the Fund’s exposure to currency exchange rates and could result in losses to the Fund if currencies do not perform as the Adviser anticipates. In addition, currency management strategies, to the extent that such strategies reduce the Fund’s exposure to currency risks, may also reduce the Fund’s ability to benefit from favorable changes in currency exchange rates. There is no assurance that the Adviser’s use of currency management strategies will benefit the Fund or that they will be, or can be, used at appropriate times. Furthermore, there may not be a perfect correlation between the amount of exposure to a particular currency and the amount of securities in the portfolio denominated in that currency or exposed to that currency. Currency markets are generally less regulated than securities markets. Derivatives transactions, especially forward currency contracts, currency-related futures contracts and swap agreements, may involve significant amounts of currency management strategies risk. Because the Fund may utilize these types of instruments to a significant extent, it will be especially subject to currency management strategies risk.


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position at an advantageous time or price, which may result in significant losses. The Fund may also face the risk that it may not be able to meet margin and payment requirements and maintain a derivatives position.


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certain emerging market countries can be significantly affected by currency devaluations. Certain emerging market countries may also have managed currencies which are maintained at artificial levels relative to the U.S. dollar rather than at levels determined by the market. This type of system can lead to sudden and large adjustments in the currency which, in turn, can have a disruptive and negative effect on foreign investors.


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Several factors may affect the price of euros and the British pound sterling, including the debt level and trade deficit of the Economic and Monetary Union and the United Kingdom, inflation and interest rates of the Economic and Monetary Union and the United Kingdom and investors’ expectations concerning inflation and interest rates and global or regional political, economic or financial events and situations. The European financial markets have experienced, and may continue to experience, volatility and have been adversely affected by concerns about economic downturns, credit rating downgrades, rising government debt levels and possible default on or restructuring of government debt in several European countries. These events have adversely affected, and may in the future affect, the value and exchange rate of the euro and may continue to significantly affect the economies of every country in Europe, including European Union member countries that do not use the euro and non-European Union member countries. Notwithstanding the EU-UK Trade and Cooperation Agreement, following the United Kingdom’s withdrawal from the European Union and the subsequent transition period, there is likely to be considerable uncertainty as to the United Kingdom’s post-transition framework. Significant uncertainty exists regarding the effects such withdrawal will have on the euro, European economies and the global markets. In addition, one or more countries may abandon the euro and the impact of these actions, especially if conducted in a disorderly manner, may have significant and far-reaching consequences on the euro.

The value of certain emerging market countries’ currencies may be subject to a high degree of fluctuation. This fluctuation may be due to changes in interest rates, investors’ expectations concerning inflation and interest rates, the emerging market country’s debt levels and trade deficit, the effects of monetary policies issued by the United States, foreign governments, central banks or supranational entities, the imposition of currency controls or other national or global political or economic developments. For example, certain emerging market countries have experienced economic challenges and liquidity issues with respect to their currency. The economies of certain emerging market countries can be significantly affected by currency devaluations. Certain emerging market countries may also have managed currencies which are maintained at artificial levels relative to the U.S. dollar rather than at levels determined by the market. This type of system could lead to sudden and large adjustments in the currency, which in turn, may have a negative effect on the Fund and its investments.


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information, higher transactional and custody costs, taxation by foreign governments, decreased market liquidity and political instability. Because certain foreign securities markets may be limited in size, the activity of large traders may have an undue influence on the prices of securities that trade in such markets. The Fund invests in securities of issuers located in countries whose economies are heavily dependent upon trading with key partners. Any reduction in this trading may have an adverse impact on the Fund’s investments. Foreign market trading hours, clearance and settlement procedures, and holiday schedules may limit the Fund's ability to buy and sell securities.

Certain foreign markets that have historically been considered relatively stable may become volatile in response to changed conditions or new developments. Increased interconnectivity of world economies and financial markets increases the possibility that adverse developments and conditions in one country or region will affect the stability of economies and financial markets in other countries or regions. Because the Fund may invest in securities denominated in foreign currencies and some of the income received by the Fund may be in foreign currencies, changes in currency exchange rates may negatively impact the Fund’s return.

Foreign issuers are often subject to less stringent requirements regarding accounting, auditing, financial reporting and record keeping than are U.S. issuers, and therefore, not all material information may be available or reliable. Securities exchanges or foreign governments may adopt rules or regulations that may negatively impact the Fund’s ability to invest in foreign securities or may prevent the Fund from repatriating its investments. The Fund may also invest in depositary receipts which involve similar risks to those associated with investments in foreign securities. In addition, the Fund may not receive shareholder communications or be permitted to vote the securities that it holds, as the issuers may be under no legal obligation to distribute shareholder communications.

Certain foreign markets may rely heavily on particular industries or foreign capital and are more vulnerable to diplomatic developments, the imposition of economic sanctions against a particular country or countries, organizations, entities and/or individuals, changes in international trade patterns, trade barriers, and other protectionist or retaliatory measures. The United States and other nations or international organizations may impose economic sanctions or take other actions that may adversely affect issuers of specific countries. Economic sanctions could, among other things, effectively restrict or eliminate the Fund’s ability to purchase or sell securities or groups of securities for a substantial period of time, and may make the Fund’s investments in such securities harder to value. These sanctions, any future sanctions or other actions, or even the threat of further sanctions or other actions, may negatively affect the value and liquidity of the Fund.

Also, certain issuers located in foreign countries in which the Fund invests may operate in, or have dealings with, countries subject to sanctions and/or embargoes imposed by the U.S. Government and the United Nations and/or countries identified by the U.S. Government as state sponsors of terrorism. As a result, an issuer may sustain damage to its reputation if it is identified as an issuer which operates in, or has dealings with, such countries. The Fund, as an investor in such issuers, will be indirectly subject to those risks.

Hedging Risk. Hedging is a strategy in which a derivative or other instrument or practice is used to offset the risks associated with other Fund holdings or the risk associated with the Fund temporarily not being fully invested because of significant cash in-flows.

Losses generated by a derivative or other instrument or practice used by the Fund for hedging purposes (including for hedging interest rate risk and credit risk) should be substantially offset by gains on the hedged investment. However, although hedging can reduce or eliminate losses, it can also reduce or eliminate gains. In addition, the Fund is exposed to the risk that changes in the value of a hedging instrument will not match those of the investment being hedged. The Adviser may not be able to predict correctly the direction of securities prices, interest rates and other economic factors, which could cause the Fund’s hedges to lose value. There can be no assurance that the Fund’s hedging transactions will be effective.

High Portfolio Turnover Risk.The Fund may engage in active and frequent trading of its portfolio securities, which will result in increased transaction costs to the Fund, including brokerage commissions, dealer mark-ups and other transaction costs on the sale of the securities and on reinvestment in other securities. High portfolio turnover may also result in higher taxes when Fund Shares are held in a taxable account. The effects of high portfolio turnover may adversely affect Fund performance.


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Leverage Risk. To the extent that the Fund borrows money or utilizes certain derivatives, it may be leveraged. Leveraging generally exaggerates the effect on net asset value of any increase or decrease in the market value of the Fund’s portfolio securities. The Fund is required to comply with the derivatives rule when it engages in transactions that create future Fund payment or delivery obligations. The Fund is required to comply with the asset coverage requirements under the Investment Company Act of 1940 when it engages in borrowings and/or transactions treated as borrowings.

Restricted Securities Risk. Regulation S securities and Rule 144A securities are restricted securities that are not registered under the Securities Act of 1933. They may be less liquid and more difficult to value than other investments because such securities may not be readily marketable. The Fund may not be able to purchase or sell a restricted security promptly or at a reasonable time or price. Although there may be a substantial institutional market for these securities, it is not possible to predict exactly how the market for such securities will develop or whether it will continue to exist. A restricted security that was liquid at the time of purchase may subsequently become illiquid and its value may decline as a result. Restricted securities that are deemed illiquid will count towards the Fund’s limitation on illiquid securities. In addition, transaction costs may be higher for restricted securities than for more liquid securities. The Fund may have to bear the expense of registering restricted securities for resale and the risk of substantial delays in effecting the registration.

Risk of Investing in Other Funds. The Fund may invest in shares of other funds, including ETFs. As a result, the Fund will indirectly be exposed to the risks of an investment in the underlying funds. Shares of other funds have many of the same risks as direct investments in common stocks or bonds. In addition, the market value of such funds’ shares is expected to rise and fall as the value of the underlying securities rise and fall. If the shares of such funds are traded on a secondary market, the market value of such funds’ shares may differ from the net asset value of the particular fund. As a shareholder in a fund, the Fund will bear its ratable share of the underlying fund’s expenses. At the same time, the Fund will continue to pay its own investment management fees and other expenses. As a result, the Fund and its shareholders will be absorbing duplicate levels of fees with respect to investments in other funds, including ETFs. The expenses of such underlying funds will not, however, be counted towards the Fund’s expense cap. The Fund is subject to the conditions set forth in provisions of the Investment Company Act of 1940 that limit the amount that the Fund and its affiliates, in the aggregate, can invest in the outstanding voting securities of any one investment company.


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The securities markets in Africa are underdeveloped and are often considered to be less correlated to global economic cycles than those markets located in more developed countries or geographic regions. A subset of African emerging market countries are considered to be “frontier markets.” Frontier market countries generally have smaller economies and less developed capital markets than traditional emerging markets, and, as a result, the risks of investing in emerging market countries are magnified in frontier market countries. In addition, there may be no single centralized securities exchange on which securities are traded. As a result, securities markets in Africa are subject to greater risks associated with market volatility, lower market capitalization, lower trading volume, illiquidity, inflation, greater price fluctuations, uncertainty regarding the existence of trading markets, governmental control and heavy regulation of labor and industry. Additionally, certain countries in Africa generally have less developed capital markets than traditional emerging market countries and, consequently, the risks of investing in foreign securities are magnified in such countries. There may also be a high concentration of trading volume in a small number of issuers, investors and financial intermediaries representing a limited number of sectors or industries. Brokers may be fewer in number and less well capitalized than brokers in more developed regions. Moreover, trading on securities markets may be suspended altogether.

Certain economies in African countries depend to a significant degree upon exports of primary commodities such as agricultural products, gold, silver, copper, diamonds and oil. These economies therefore are vulnerable to changes in commodity prices, which in turn may be affected by a variety of factors. Additionally, certain issuers in which the Fund invests may operate in, or have dealings with, countries subject to sanctions and/or embargoes imposed by the U.S. government and the United Nations. As a result, an issuer may sustain damage to its reputation if it is identified as an issuer which operates in, or had dealings with, such countries. The Fund, as an investor in such issuers, will be indirectly subject to those risks.

Certain governments in Africa may restrict or control to varying degrees the ability of foreign investors to invest in securities of issuers located or operating in those countries. These restrictions and/or controls may at times limit or prevent foreign investment in securities of issuers located or operating in countries in Africa. For example, there may be prohibitions or substantial restrictions on foreign investing in the capital markets of certain countries in Africa or in certain sectors or industries of such countries. Moreover, certain countries in Africa may require governmental approval or special licenses prior to investments by foreign investors and may limit the amount of investments by foreign investors in a particular industry and/or issuer and may limit such foreign investment to a certain class of securities of an issuer that may have less advantageous rights than the classes available for purchase by domiciliaries of those countries and/or impose additional taxes on foreign investors. A delay in obtaining a government approval or a license would delay investments in a particular country, and, as a result, the Fund may not be able to invest in certain securities while approval is pending. The government of a particular country may also withdraw or decline to renew a license that enables the Fund to invest in such country.

The governments of certain countries in Africa may exercise substantial influence over many aspects of the private sector and may own or control many companies. Future government actions could have a significant effect on the economic conditions in such countries, which could have a negative impact on private sector companies. There is also the possibility of diplomatic developments that could adversely affect investments in certain countries in Africa. Some countries in Africa may be affected by a greater degree of public corruption and crime.

Some investors have suffered losses due to the inability of the newly privatized entities to adjust quickly to a competitive environment or to changing regulatory and legal standards. Additionally, certain African countries, such as South Africa, are characterized by a two-tiered economy, with one rivaling developed countries and the other exhibiting many characteristics of developing countries. This accounts for an uneven distribution of wealth and income and high rates of unemployment. Although economic reforms have been enacted to promote growth and foreign investments, there can be no assurance that these programs will achieve the desired results.

Investing in certain African countries involves risks of less uniformity in accounting and reporting requirements, less reliable securities valuation, and greater risk associated with custody of securities than investing in developed countries. Less information may be available about companies in which the Fund invests because many African companies are not subject to uniform accounting, auditing and financial reporting standards, or to other regulatory practices and requirements required of U.S. companies. These factors, among others, make investing in issuers located or operating in countries in Africa significantly riskier than investing in issuers located or operating in more developed countries, and any one of them could cause a decline in the value of the Fund’s Shares.


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Governments of many Asian countries have implemented significant economic reforms in order to liberalize trade policy, promote foreign investment in their economies, reduce government control of the economy and develop market mechanisms. There can be no assurance these reforms will continue or that they will be effective. Despite recent reform and privatizations, significant regulation of investment and industry is still pervasive in many Asian countries and may restrict foreign ownership of domestic corporations and repatriation of assets, which may adversely affect the Fund’s investments. Governments in some Asian countries are authoritarian in nature, have been installed or removed as a result of military coups or have periodically used force to suppress civil dissent. Disparities of wealth, the pace and success of democratization, and ethnic, religious and racial disaffection have led to social turmoil, violence and labor unrest in some countries. Unanticipated or sudden political or social developments may result in sudden and significant investment losses. Investing in certain Asian countries involves risk of loss due to expropriation, nationalization, or confiscation of assets and property or the imposition of restrictions on foreign investments and on repatriation of capital invested. In addition, several countries in Asia may be impacted by the occurrence of global events such as war, terrorism, environmental disasters, natural disasters or events, country instability, and infectious disease epidemics and pandemics.

Most Latin American countries have experienced severe and persistent levels of inflation, including, in some cases, hyperinflation.This has, in turn, led to high interest rates, extreme measures by governments to keep inflation in check, and a generally debilitating effect on economic growth. Although inflation in many Latin American countries has lessened, there is no guarantee it will remain at lower levels.

The political history of certain Latin American countries has been characterized by political uncertainty, intervention by the military in civilian and economic spheres, and political corruption. A relatively small number of Latin American companies represents a large portion of Latin America’s total market and thus may be more sensitive to adverse political or economic circumstances and market movements. Disparities of wealth, the pace and success of democratization and capital market development, and ethnic, religious, and racial disaffection may exacerbate social unrest, violence, and labor unrest in a number of Latin American countries. Such events could reverse favorable trends toward market and economic reform, privatization, and removal of trade barriers, and could result in significant disruption in securities markets in the region.


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Certain Latin American countries have entered into regional trade agreements. There is a possibility that these trade arrangements will not be fully implemented or could be reversed, and key participants might abandon them, diminishing their credibility. Any of these occurrences could result in adverse effects on the markets of both participating and non-participating countries, including exchange rate volatility, increased economic protectionism, and an undermining of confidence in Latin American markets and economic stability. Such developments could have an adverse impact on the Fund’s investments in Latin America generally or in specific countries participating in such trade agreements.

3. ADDITIONAL INVESTMENT STRATEGIES

ADDITIONAL REGULATORY CONSIDERATIONS

With respect to the Fund, the Adviser has claimed an exclusion from the definition of a “commodity pool operator” (“CPO”) under the Commodity Exchange Act of 1936 (“CEA”) and the rules of the U.S. Commodity Futures Trading Commission (“CFTC”) and, therefore, is not subject to CFTC registration or regulation as a CPO. In addition, with respect to the Fund, the Adviser is relying upon a related exclusion from the definition of a “commodity trading advisor” (“CTA”) under the CEA and the rules of the CFTC. The terms of the CPO exclusion require the Fund, among other things, to adhere to certain limits on its investments in “commodity interests.” Commodity interests include commodity futures, commodity options and swaps, which in turn include non-deliverable currency forward contracts. Because the Adviser and the Fund intend to comply with the terms of the CPO exclusion, the Fund may, in the future, need to adjust its investment strategies, consistent with its investment objective to limit its investments in these types of instruments. The Fund is not intended as a vehicle for trading in the commodity futures, commodity options or swaps markets. The CFTC has neither reviewed nor approved the Adviser's reliance on these exclusions, or the Fund, its investment strategies or this prospectus.

INVESTING DEFENSIVELY

The Fund may take temporary defensive positions that are inconsistent with the Fund’s principal investment strategies in anticipation of or in an attempt to respond to adverse market, economic, political or other conditions. The Fund may not achieve its investment objective while it is investing defensively.

SECURITIES LENDING

The Fund may lend its securities as permitted under the Investment Company Act of 1940 (the “1940 Act”), including by participating in securities lending programs managed by broker-dealers or other institutions. Securities lending allows the Fund to retain ownership of the securities loaned and, at the same time, earn additional income. The borrowings must be collateralized in full with cash, U.S. government securities or high quality letters of credit.

The Fund could experience delays and costs in recovering the securities loaned or in gaining access to the securities lending collateral. If the Fund is not able to recover the securities loaned, the Fund may sell the collateral and purchase a replacement investment in the market. The value of the collateral could decrease below the value of the replacement investment by the time the replacement investment is purchased. Cash received as collateral and which is invested is subject to market appreciation and depreciation.

INVESTING IN CHINESE BONDS

Bond Connect is relatively new. Laws, rules, regulations, policies, notices, circulars or guidelines relating to the program as published or applied by the relevant authorities of the PRC are untested and are subject to change from time to time. There can be no assurance that Bond Connect will not be restricted, suspended or abolished. If such event occurs, the Fund’s ability to invest in the China interbank bond market through Bond Connect will be adversely affected, and if the Fund is unable to adequately access the CIBM through other means, the Fund’s ability to achieve its investment objective will be adversely affected.

The Fund’s investments through Bond Connect are generally subject to Mainland China securities laws and listing requirements, among other restrictions. Such securities may lose their eligibility at any time, in which case they could be sold but could no longer be purchased through Bond Connect. The Fund will not benefit from access to Hong Kong investor compensation funds, which are set up to protect against defaults of trades, when investing through Bond Connect. Bond Connect is only available on days when markets in both Mainland China and Hong Kong are open. As a result, prices of Bond Connect Securities may fluctuate at times when the Fund is unable to add to or exit its position and, therefore, may limit the Fund’s ability to trade when it would otherwise do so.


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Under the prevailing PRC regulations, eligible foreign investors who wish to participate in Bond Connect may do so through an offshore custody agent, registration agent or other third parties. These agents would be responsible for making the relevant filings and account opening with the relevant authorities. The Fund is therefore subject to the risk of default or errors on the part of such agents. The Fund may also incur losses due to the acts or omissions of the onshore settlement agent in the process of settling any transactions. As a result, the value of the relevant Fund may be adversely affected.

There is no assurance that Bond Connect trading platforms and operational systems will function properly (in particular, under extreme market conditions) or will continue to be adapted to changes and developments in the market. If relevant systems fail to function properly, trading through Bond Connect may be disrupted, and the Fund’s ability to pursue its investment strategy may therefore be adversely affected. In addition, trading through Bond Connect involves the risk of delays inherent in the order placing and/or settlement.

Bond Connect trades are settled in onshore RMB (CNY) and investors must have timely access to a reliable supply of CNY in Hong Kong, which may incur conversion costs and cannot be guaranteed. Moreover, Bond Connect Securities generally may not be sold, purchased or otherwise transferred other than through Bond Connect in accordance with applicable rules.

The Fund’s investments through Bond Connect will be held on behalf of the Fund via a book entry omnibus account in the name of the Central Money markets Unit of Hong Kong maintained with a Mainland China-based custodian. The Fund’s ownership interest in investments through Bond Connect will not be reflected directly in book entry with a Mainland China-based custodian and will instead only be reflected on the books of its Hong Kong sub-custodian. Therefore, the Fund is subject to the risks regarding the exercise and the enforcement of beneficial ownership rights over such bonds in the courts in China.

“Bond Connect Authorities” refers to the exchanges, trading systems, settlement systems, governmental, regulatory or tax bodies which provide services and/or regulate Bond Connect and activities relating to Bond Connect.

4. OTHER INFORMATION AND POLICIES

BENEFICIARIES OF CONTRACTUAL ARRANGEMENTS

VanEck VIP Trust (the “Trust”) enters into contractual arrangements with various parties, including, among others, the Fund’s investment adviser, administrator and distributor, who provide services to the Fund. Shareholders of the Fund are not parties to, or intended (or “third-party”) beneficiaries of, any of those contractual arrangements, and those contractual arrangements are not intended to create in any individual shareholder or group of shareholders any right to enforce such contractual arrangements against the service providers or to seek any remedy under such contractual arrangements against the service providers, either directly or on behalf of the Trust.

This prospectus provides information concerning the Trust and the Fund that you should consider in determining whether to purchase shares of the Fund. None of this prospectus, the Statement of Additional Information (“SAI”) or any document filed as an exhibit to the Trust’s registration statement, is intended to, nor does it, give rise to an agreement or contract between the Trust or the Fund and any investor, or give rise to any contract or other rights in any individual shareholder, group of shareholders or other person other than any rights conferred explicitly by federal or state securities laws that may not be waived.

CHANGING THE FUND’S 80% POLICY

The Fund’s policy of investing “at least 80% of its net assets” (which includes net assets plus any borrowings for investment purposes) may be changed by the Board of Trustees (the “Board”) without a shareholder vote, as long as shareholders are given 60 days’ notice of the change.

CYBER SECURITY

The Fund and its service providers are susceptible to cyber security risks that include, among other things, theft, unauthorized monitoring, release, misuse, loss, destruction or corruption of confidential and highly restricted data; denial of service attacks; unauthorized access to relevant systems; compromises to networks or devices that the Fund and its service providers use to service the Fund’s operations; and operational disruption or failures in the physical infrastructure or operating systems that support the Fund and its service providers. Cyber attacks against or security breakdowns of the Fund or its service providers may adversely impact the Fund and its shareholders, potentially resulting in, among other things, financial losses; the inability of Fund shareholders to transact business and the Fund to process transactions; the inability to calculate the Fund’s net asset value; violations of applicable privacy and other laws; regulatory fines, penalties, reputational damage, reimbursement or other compensation costs; and/or additional compliance costs. The Fund may incur additional costs for cyber security risk management and remediation purposes. In addition, cyber security risks may also impact issuers of securities in which the Fund invests, which may cause the Fund’s investments in such issuers to lose value. There can be no assurance that the Fund or its service providers will not suffer losses relating to cyber attacks or other information security breaches in the future.

PORTFOLIO HOLDINGS INFORMATION

Generally, it is the Fund’s and Adviser’s policy that no current or potential investor, including any Fund shareholder, shall be provided information about the Fund’s portfolio on a preferential basis in advance of the provision of that information to other investors. A complete description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio securities is available in the Fund’s SAI.


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Portfolio holdings information for the Fund is available to all investors on the VanEck website at vaneck.com. Information regarding the Fund’s top holdings and country and sector weightings, updated as of each month-end, is also located on this website. Generally, this information is posted to the website within 10 business days of the end of the applicable month. This information generally remains available on the website until new information is posted. The Fund reserves the right to exclude any portion of these portfolio holdings from publication when deemed in the best interest of the Fund, and to discontinue the posting of portfolio holdings information at any time, without prior notice.

PORTFOLIO INVESTMENTS

The percentage limitations relating to the composition of the Fund’s portfolio apply at the time the Fund acquires an investment. A subsequent increase or decrease in percentage resulting from a change in the value of portfolio securities or the total or net assets of the Fund will not be considered a violation of the restriction.


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III. HOW THE FUND IS MANAGED

1. MANAGEMENT OF THE FUND

INVESTMENT ADVISER

Van Eck Associates Corporation (the “Adviser”), 666 Third Avenue, New York, NY 10017, is the Adviser to the Fund. The Adviser has been an investment adviser since 1955 and also acts as adviser or sub-adviser to other mutual funds, exchange-traded funds, other pooled investment vehicles and separate accounts.

Jan F. van Eck and members of his family own 100% of the voting stock of the Adviser. As of February 28, 2025, the Adviser’s assets under management were approximately $115.81 billion.

THE ADVISER, THE FUND, AND INSURANCE COMPANY SEPARATE ACCOUNTS

The Fund sells shares to various insurance company variable annuity and variable life insurance separate accounts as a funding vehicle for those accounts. The Fund does not foresee any disadvantages to shareholders from offering the Fund to various insurance companies. However, the Board will monitor any potential conflicts of interest. If conflicts arise, the Board may require an insurance company to withdraw its investments in one Fund, and place them in another. This might force the Fund to sell securities at a disadvantageous price. The Board may refuse to sell shares of the Fund to any separate account. It may also suspend or terminate the offering of shares of the Fund if required to do so by law or regulatory authority, or if such an action is in the best interests of Fund shareholders. The Adviser and its affiliates act as investment manager of several hedge funds and other investment companies and/or accounts (the “Other Clients”), which trade in the same securities as the Fund. These Other Clients may have investment objectives and/or investment strategies similar to or completely opposite of those of the Fund. From time to time such Other Clients may enter contemporaneous trades with those of the Fund, which implement strategies that are similar to or directly opposite those of the Fund. The Adviser will maintain procedures reasonably designed to ensure that the Fund is not unduly disadvantaged by such trades, yet still permit the Other Clients to pursue their own investment objectives and strategies.

FEES PAID TO THE ADVISER

The Fund pays the Adviser a monthly fee at the annual rate of 1.00% of the first $500 million of the Fund’s average daily net assets, 0.90% on the next $250 million of the Fund’s average daily net assets and 0.70% of the Fund’s average daily net assets in excess of $750 million. This includes the fee paid to the Adviser for accounting and administrative services. The Adviser has agreed to waive fees and/or pay Fund expenses to the extent necessary to prevent the operating expenses of the Fund (excluding acquired fund fees and expenses, interest expense, trading expenses, dividends and interest payments on securities sold short, taxes and extraordinary expenses) from exceeding 1.10% for Initial Class shares of the Fund’s average daily net assets per year until May 1, 2026. During such time, the expense limitation is expected to continue until the Board acts to discontinue all or a portion of such expense limitation.

For the Fund’s most recent fiscal year, the advisory fee paid to the Adviser was as follows:


VanEck VIP Trust			As a % of average daily net assets
VanEck VIP Emerging Markets Bond Fund			1.00%

A discussion regarding the basis for the Board’s approval of the investment advisory agreement of the Fund is available in the Trust’s filing on Form N-CSR for the period ended June 30, 2024.

PORTFOLIO MANAGERS

VANECK VIP EMERGING MARKETS BOND FUND

Eric Fine, Portfolio Manager of the Fund, is primarily responsible for the day-to-day portfolio management of the Fund.

Eric Fine. Mr. Fine is Portfolio Manager of the Fund. He has been with the Adviser since 2009 and has conducted business in emerging markets for over 30 years.

David Austerweil. Mr. Austerweil is Deputy Portfolio Manager of the Fund. He has been with the Adviser since 2012 and has over 20 years’ experience in the financial markets.

The SAI provides additional information about the above Portfolio Managers, their compensation, other accounts they manage, and their securities ownership in the Fund.

THE TRUST

For more information on the Trust, the Trustees and the Officers of the Trust, see “General Information,” “Description of the Trust” and “Trustees and Officers” in the SAI.

THE DISTRIBUTOR

Van Eck Securities Corporation, 666 Third Avenue, New York, NY 10017 (the “Distributor”), a wholly owned subsidiary of the Adviser, has entered into a Distribution Agreement with the Trust for distributing shares of the Fund.

The Distributor generally sells and markets shares of the Fund through intermediaries, including insurance companies or their affiliates. The intermediaries may be compensated by the Fund for providing various services.


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In addition, the Distributor or the Adviser may pay certain intermediaries, out of its own resources and not as an expense of the Fund, additional cash or non-cash compensation as an incentive to intermediaries to promote and sell shares of the Fund and other mutual funds distributed by the Distributor. These payments are commonly known as “revenue sharing”. The benefits that the Distributor or the Adviser may receive when each of them makes these payments include, among other things, placing the Fund on the intermediary’s sales system and/or preferred or recommended fund list, offering the Fund through the intermediary’s advisory or other specialized programs, and/or access (in some cases on a preferential basis over other competitors) to individual members of the intermediary’s sales force. Such payments may also be used to compensate intermediaries for a variety of administrative and shareholders services relating to investments by their customers in the Fund.

The fees paid by the Distributor or the Adviser to intermediaries may be calculated based on the gross sales price of shares sold by an intermediary, the net asset value of shares held by the customers of the intermediary, or otherwise. These fees may, but are not normally expected to, exceed in the aggregate 0.50% of the average net assets of the Fund attributable to a particular intermediary on an annual basis.

The Distributor or the Adviser may also provide intermediaries with additional cash and non-cash compensation, which may include financial assistance to intermediaries in connection with conferences, sales or training programs for their employees, seminars for the public and advertising campaigns, technical and systems support, attendance at sales meetings and reimbursement of ticket charges. In some instances, these incentives may be made available only to intermediaries whose representatives have sold or may sell a significant number of shares.

Intermediaries may receive different payments, based on a number of factors including, but not limited to, reputation in the industry, sales and asset retention rates, target markets, and customer relationships and quality of service. No one factor is determinative of the type or amount of additional compensation to be provided. Financial intermediaries that sell Fund’s shares may also act as a broker or dealer in connection with execution of transactions for the Fund’s portfolio. The Fund and the Adviser have adopted procedures to ensure that the sales of the Fund’s shares by an intermediary will not affect the selection of brokers for execution of portfolio transactions.

Not all intermediaries are paid the same to sell mutual funds. Differences in compensation to intermediaries may create a financial interest for an intermediary to sell shares of a particular mutual fund, or the mutual funds of a particular family of mutual funds. Before purchasing shares of the Fund, you should ask your intermediary or its representative about the compensation in connection with the purchase of such shares, including any revenue sharing payments it receives from the Distributor.

THE CUSTODIAN

State Street Bank & Trust Company

One Lincoln Street

Boston, MA 02111

THE TRANSFER AGENT

SS&C GIDS, Inc.

801 Pennsylvania Avenue, Suite 218407

Kansas City, MO 64105-1307

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PricewaterhouseCoopers LLP

300 Madison Avenue

New York, NY 10017

COUNSEL

Stradley Ronon Stevens and Young, LLP

2005 Market Street, Suite 2600

Philadelphia, PA 19103

2. TAXES

The Fund intends to qualify as a “regulated investment company” under the Internal Revenue Code of 1986, as amended (the “Code”). As such, the Fund generally will not be subject to federal income tax to the extent that it distributes its net income and net capital gains. However, the applicable tax rules for qualification as a regulated investment company are extremely complex and it is possible the Fund might not so qualify. To the extent the Fund does not so qualify, it will be subject to tax at the corporate income tax rate for the taxable year in question. Additionally, even if the Fund qualifies as a regulated investment company, it may be subject to corporate tax on certain income.

The Code requires funds used by insurance company variable annuity and life insurance contracts to comply with special diversification requirements for such contracts to qualify for tax deferral privileges. The Fund intends to invest so as to comply with these Code requirements.

For information concerning the federal income tax consequences to holders of the underlying variable annuity or variable life insurance contracts, see the accompanying prospectus for the applicable contract.


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3. HOW THE FUND SHARES ARE PRICED

The Fund buys or sells its shares at its net asset value, or NAV, per share next determined after receipt of a purchase or redemption plus any applicable sales charge. The Fund calculates its NAV per share class every day the New York Stock Exchange (NYSE) is open, as of the close of regular trading on the NYSE, which is normally 4:00 p.m. Eastern Time.

You may enter a buy or sell order when the NYSE is closed for weekends or holidays. If that happens, your price will be the NAV calculated as of the close of the next regular trading session of the NYSE.

The Fund may invest in certain securities which are listed on foreign exchanges that trade on weekends or other days when the Fund does not price its shares. As a result, the NAV of the Fund’s shares may change on days when shareholders will not be able to purchase or redeem shares.

The Fund’s investments are generally valued based on market quotations which may be based on quotes obtained from a quotation reporting system, established market makers, broker dealers or by an independent pricing service. Short-term debt investments having a maturity of 60 days or less are valued at amortized cost, which approximates the fair value of the security. Assets or liabilities denominated in currencies other than the U.S. dollar are converted into U.S. dollars at the current market rates on the date of valuation as quoted by one or more sources. When market quotations are not readily available for a portfolio security or other asset, or, in the opinion of the Adviser, are deemed unreliable, the Fund will use the security’s or asset’s “fair value” as determined in good faith in accordance with the Fund’s Fair Value Pricing Policies and Procedures, which have been approved by the Board. As a general principle, the current fair value of a security or other asset is the amount which the Fund might reasonably expect to receive for the security or asset upon its current sale. The Fund’s Pricing Committee, whose members are selected by the senior management of the Adviser and reported to the Board, is responsible for recommending fair value procedures to the Board and for administering the process used to arrive at fair value prices.

Factors that may cause the Fund’s Pricing Committee to fair value a security include, but are not limited to: (1) market quotations are not readily available because a portfolio security is not traded in a public market, trading in the security has been suspended, or the principal market in which the security trades is closed, (2) trading in a portfolio security is limited or suspended and not resumed prior to the time at which the Fund calculates its NAV, (3) the market for the relevant security is thin, or the price for the security is “stale” because its price has not changed for 5 consecutive business days, (4) the Adviser determines that a market quotation is not reliable, for example, because price movements are highly volatile and cannot be verified by a reliable alternative pricing source, or (5) a significant event affecting the value of a portfolio security is determined to have occurred between the time of the market quotation provided for a portfolio security and the time at which the Fund calculates its NAV.

In determining the fair value of securities, the Pricing Committee will consider, among other factors, the fundamental analytical data relating to the security, the nature and duration of any restrictions on the disposition of the security, and the forces influencing the market in which the security is traded.

Foreign equity securities in which the Fund invests may be traded in markets that close before the time that the Fund calculates its NAV. Foreign equity securities are normally priced based upon the market quotation of such securities as of the close of their respective principal markets, as adjusted to reflect the Adviser’s determination of the impact of events, such as a significant movement in the U.S. markets occurring subsequent to the close of such markets but prior to the time at which the Fund calculates its NAV. In such cases, the Pricing Committee may apply a fair valuation formula to those foreign equity securities based on the Committee’s determination of the effect of the U.S. significant event with respect to each local market.

Certain of the Fund’s portfolio securities are valued by an independent pricing service approved by the Board. The independent pricing service may utilize an automated system incorporating a model based on multiple parameters, including a security’s local closing price (in the case of foreign securities), relevant general and sector indices, currency fluctuations, and trading in depositary receipts and futures, if applicable, and/or research evaluations by its staff, in determining what it believes is the fair valuation of the portfolio securities valued by such independent pricing service.

There can be no assurance that the Fund could purchase or sell a portfolio security or other asset at the price used to calculate the Fund’s NAV. Because of the inherent uncertainty in fair valuations, and the various factors considered in determining value pursuant to the Fund’s fair value procedures, there can be material differences between a fair value price at which a portfolio security or other asset is being carried and the price at which it is purchased or sold. Furthermore, changes in the fair valuation of portfolio securities or other assets may be less frequent, and of greater magnitude, than changes in the price of portfolio securities or other assets valued by an independent pricing service, or based on market quotations.

4. SHAREHOLDER INFORMATION

FREQUENT TRADING POLICY

The Board has adopted policies and procedures reasonably designed to deter frequent trading in shares of the Fund, commonly referred to as “market timing,” because such activities may be disruptive to the management of the Fund’s portfolio and may increase Fund expenses and negatively impact the Fund’s performance. As such, the Fund may reject a purchase or exchange transaction or restrict an insurance company’s contract holder from investing in the Fund for any reason if the Adviser, in its sole discretion, believes that such contract holder is engaging in market timing activities that may be harmful to the Fund. The Fund discourages and does not accommodate frequent trading of shares by contract holders.


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The Fund invests portions of its assets in securities of foreign issuers, and consequently may be subject to an increased risk of frequent trading activities because frequent traders may attempt to take advantage of time zone differences between the foreign markets in which the Fund’s portfolio securities trade and the time as of which the Fund’s net asset value is calculated (“time-zone arbitrage”). The Fund’s investments in other types of securities may also be susceptible to frequent trading strategies. These investments include securities that are, among other things, thinly traded, traded infrequently, or relatively illiquid, which have the risk that the current market price for the securities may not accurately reflect current market values. The Fund has adopted fair valuation policies and procedures intended to reduce the Fund’s exposure to potential price arbitrage. However, there is no guarantee that the Fund’s net asset value will immediately reflect changes in market conditions.

Shares of the Fund are sold exclusively through institutional omnibus account arrangements registered to insurance companies and used by them as investment options for variable contracts issued by insurance companies. Such omnibus accounts allow for the aggregation of holdings of multiple contract holders and do not identify the underlying contract holders or their activity on an individual basis. Certain insurance companies have adopted policies and procedures to deter frequent short-term trading by their contract holders. The Fund may rely on an insurance company’s policies and procedures, in addition to the Fund’s techniques, to monitor for and detect abusive trading practices. The Fund reserves the right, in its sole discretion, to allow insurance companies to apply their own policies and procedures which may be more or less restrictive than those of the Fund. Contract holders are advised to contact their insurance company for further information as it relates to their specific contracts.

In addition to the foregoing, the Fund requires all insurance companies to agree to cooperate in identifying and restricting market timers in accordance with the Fund’s policies and will periodically request contract holder trading activity based on certain criteria established by the Fund. The Fund may make inquiries regarding contract holder purchases, redemptions, and exchanges that meet certain criteria established by the Fund. There is no assurance that the Fund will request such information with sufficient frequency to detect or deter excessive trading or that review of such information will be sufficient to detect or deter excessive trading effectively. Furthermore, an insurance company may be limited by the terms of an underlying insurance contract regarding frequent trading from restricting short-term trading of mutual fund shares by contract owners, thereby limiting the ability of such insurance company to implement remedial steps to deter market timing activity in the Fund.

If the Fund identifies market timing activity, the insurance company will be contacted and asked to take steps to prevent further market timing activity (e.g., sending warning letters, placing trade restrictions on the contract holder’s account in question, or closing the account). If the insurance company refuses or is unable to take such remedial action, a determination will be made whether additional steps should be taken, including, if appropriate, terminating the relationship with such insurance company.

Although the Fund will use reasonable efforts to prevent market timing activities in the Fund’s shares, there can be no assurances that these efforts will be successful. As some insurance companies’ contract holders may use various strategies to disguise their trading practices, the Fund’s ability to detect frequent trading activities by insurance companies’ contract holders may be limited by the ability and/or willingness of the insurance companies to monitor for these activities.

For further information about the Fund, please call or write your insurance company, or call 800-826-2333, or write to the Fund at the address on the back cover page.


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IV. LICENSE AGREEMENTS AND DISCLAIMERS

Each of the indices that comprise the 50% J.P. Morgan Emerging Market Bond Index Global Diversified Index/50% J.P. Morgan Government Bond Index-Emerging Markets Global Diversified Index included in the Fund’s performance table is a product of J.P. Morgan Chase & Co. (“J.P. Morgan”), and/or its affiliates and has been licensed for use by the Adviser. Redistribution or reproduction in whole or in part are prohibited without written permission of J.P. Morgan. For more information on any of the J.P. Morgan indices please visit www.jpmorgan.com. Neither J.P. Morgan, their affiliates nor their third party licensors make any representation or warranty, express or implied, as to the ability of any index to accurately represent the asset class or market sector that it purports to represent and neither J.P. Morgan, their affiliates nor their third party licensors shall have any liability for any errors, omissions, or interruptions of any index or the data included therein.

Information has been obtained from sources believed to be reliable but J.P. Morgan does not warrant its completeness or accuracy. The Index is used with permission. The Index may not be copied, used, or distributed without J.P. Morgan's prior written approval. Copyright 2025, J.P. Morgan Chase & Co. All rights reserved.

The ICE BofA Global Broad Market Plus Index included in the Fund’s performance table is a product of ICE Data Indices, LLC. (“ICE Data”), and/or its affiliates and has been licensed for use by the Adviser. Redistribution or reproduction in whole or in part are prohibited without written permission of ICE Data. For more information on any of the ICE Data indices please visit www.indices.ice.com. Neither ICE Data, their affiliates nor their third party licensors make any representation or warranty, express or implied, as to the ability of any index to accurately represent the asset class or market sector that it purports to represent and neither ICE Data, their affiliates nor their third party licensors shall have any liability for any errors, omissions, or interruptions of any index or the data included therein.

Source ICE Data Indices, LLC (“ICE Data”) is used with permission.

THE ICE BOFA GLOBAL BROAD MARKET PLUS INDEX (THE “INDEX”) INCLUDED IN THE FUND’S PERFORMANCE TABLE IS A PRODUCT OF ICE DATA INDICES, LLC (“ICE DATA”) AND IS USED WITH PERMISSION. ICE® IS A REGISTERED TRADEMARK OF ICE DATA OR ITS AFFILIATES, AND BOFA® IS A REGISTERED TRADEMARK OF BANK OF AMERICA CORPORATION LICENSED BY BANK OF AMERICA CORPORATION AND ITS AFFILIATES ("BOFA") AND MAY NOT BE USED WITHOUT BOFA'S PRIOR WRITTEN APPROVAL. ICE DATA, ITS AFFILIATES AND THEIR RESPECTIVE THIRD PARTY SUPPLIERS DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS, EXPRESS AND/OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, INCLUDING THE INDICES, INDEX DATA AND ANY DATA INCLUDED IN, RELATED TO, OR DERIVED THEREFROM. NEITHER ICE DATA, ITS AFFILIATES NOR THEIR RESPECTIVE THIRD PARTY SUPPLIERS SHALL BE SUBJECT TO ANY DAMAGES OR LIABILITY WITH RESPECT TO THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE INDICES OR THE INDEX DATA OR ANY COMPONENT THEREOF, AND THE INDICES AND INDEX DATA AND ALL COMPONENTS THEREOF ARE PROVIDED ON AN “AS IS” BASIS AND YOUR USE IS AT YOUR OWN RISK. INCLUSION OF A SECURITY WITHIN AN INDEX IS NOT A RECOMMENDATION BY ICE DATA TO BUY, SELL, OR HOLD SUCH SECURITY, NOR IS IT CONSIDERED TO BE INVESTMENT ADVICE. ICE DATA, ITS AFFILIATES AND THEIR RESPECTIVE THIRD PARTY SUPPLIERS DO NOT SPONSOR, ENDORSE, OR RECOMMEND VAN ECK ASSOCIATES CORPORATION, OR ANY OF ITS PRODUCTS OR SERVICES.


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V. FINANCIAL HIGHLIGHTS

The financial highlights table that follows is intended to help you understand the Fund’s Initial Class shares financial performance for the past five years. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). The information for the fiscal years ended December 31, 2022, December 31, 2023 and December 31, 2024 has been audited by PricewaterhouseCoopers LLP, the Fund’s independent registered public accounting firm,whose report, along with the Fund’s financial statements are included in the Fund’s filings on Form N-CSR, which are available upon request. The information for periods prior to the fiscal year ended December 31, 2022 has been audited by another independent registered public accounting firm. Total returns do not include fees and expenses imposed under your variable annuity contract and/or life insurance policy. If these amounts were reflected, the returns would be lower than those shown.


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FINANCIAL HIGHLIGHTS

For a share outstanding throughout each year:


	Initial Class
	Year Ended December 31,
	2024			2023			2022			2021			2020
Net asset value, beginning of year	$	7.62		$	7.14		$	8.03		$	8.83		$	8.71
Net investment income (a)	0.57			0.53			0.53			0.43			0.59
Net realized and unrealized gain (loss) on investments	(0.35)			0.26			(1.09)			(0.78)			0.15
Total from investment operations	0.22			0.79			(0.56)			(0.35)			0.74
Distributions from:
Net investment income	(0.56)			(0.31)			(0.33)			(0.45)			(0.62)
Net asset value, end of year	$	7.28		$	7.62		$	7.14		$	8.03		$	8.83
Total return (b)	2.77		%	11.40		%	(6.81)		%	(4.17)		%	8.92		%

Ratios to average net assets
Gross expenses	1.99		%	1.98		%	1.82		%	1.89		%	1.91		%
Net expenses	1.11		%	1.13		%	1.10		%	1.14		%	1.10		%
Net expenses excluding interest and taxes	1.10		%	1.10		%	1.10		%	1.10		%	1.10		%
Net investment income	7.54		%	7.18		%	7.40		%	4.97		%	7.12		%
Supplemental data
Net assets, end of year (in millions)	$16			$17			$17			$18			$21
Portfolio turnover rate (c)	233		%	257		%	284		%	212		%	248		%

(a) Calculated based upon average shares outstanding
(b) Returns are not annualized and include adjustments required by U.S. Generally Accepted Accounting Principles and may differ from net asset values and performance reported elsewhere by the Fund. Returns do not include fees and expenses imposed under your variable annuity contract and/or life insurance policy. If these fees and expenses were included the returns would be lower.
(c) Portfolio turnover is not annualized.


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For more detailed information, see the Statement of Additional Information (SAI), which is legally a part of and is incorporated by reference into this prospectus. The SAI includes information regarding, among other things: the Fund and its investment policies and risks, management of the Fund, investment advisory and other services, the Fund’s Board of Trustees, and tax matters related to the Fund.

Additional information about the investments is available in the Fund’s annual and semi-annual reports to shareholders and in Form N-CSR. In the Fund’s annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during its last fiscal year. In Form N-CSR, you will find the Fund’s annual and semi-annual financial statements.

Call VanEck at 800.826.2333, or visit the VanEck website at vaneck.com to request, free of charge, the annual or semi-annual reports, the SAI or other information about the Fund.

Reports and other information about the Fund are available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov. In addition, copies of this information may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov.

Shares of the Fund are offered only to separate accounts of various insurance companies to fund the benefits of variable life policies and variable annuity policies. This prospectus sets forth concise information about the VanEck VIP Trust and Fund that you should know before investing. It should be read in conjunction with the prospectus for the Contract which accompanies this prospectus and should be retained for future reference. The Contract involves certain expenses not described in this prospectus and also may involve certain restrictions or limitations on the allocation of purchase payments or Contract values to the Fund. In particular, the Fund may not be available in connection with a particular Contract or in a particular state. See the applicable Contract prospectus for information regarding expenses of the Contract and any applicable restrictions or limitations with respect to the Fund.



VanEck VIP Trust 666 Third Avenue New York, NY 10017 REGISTRATION NUMBER: 811-05083 VIPEMBPRO			800.826.2333 \| vaneck.com

(05/2025)


May 1, 2025 Prospectus

VanEck VIP Emerging Markets Fund

Initial Class Shares

Class S Shares

800.826.2333 | vaneck.com


TABLE OF CONTENTS
I. Summary Information			3
VanEck VIP Emerging Markets Fund (Initial Class, Class S)			3
II. Investment Objective, Strategies, Policies, Risks and Other Information			14
1. Investment Objective			14
2. Additional Information About Principal Investment Strategies and Risks			14
3. Additional Investment Strategies			24
4. Other Information and Policies			25
III. How the Fund is Managed			27
1. Management of the Fund			27
2. Taxes			28
3. How the Fund Shares are Priced			29
4. Shareholder Information			30
IV. License Agreements and Disclaimers			31
V. Financial Highlights			32


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VANECK VIP EMERGING MARKETS FUND (INITIAL CLASS, CLASS S)

I. SUMMARY INFORMATION

INVESTMENT OBJECTIVE

The VanEck VIP Emerging Markets Fund seeks long-term capital appreciation by investing primarily in equity securities in emerging markets around the world.

FUND FEES AND EXPENSES

Annual Fund Operating Expenses

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


	Initial Class		Class S
Management Fees	1.00	%	1.00	%
Distribution and/or Service (12b-1) Fees	N/A		0.25	%
Other Expenses	0.29	%	1.84	%
Total Annual Fund Operating Expenses	1.29	%	3.09	%
Fee Waivers and/or Expense Reimbursements1	0.00	%	-1.52	%

Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements	1.29	%	1.57	%

1 Van Eck Associates Corporation (the “Adviser”) has agreed to waive fees and/or pay Fund expenses to the extent necessary to prevent the operating expenses of the Fund (excluding acquired fund fees and expenses, interest expense, trading expenses, dividends and interest payments on securities sold short, taxes and extraordinary expenses) from exceeding 1.30% for Initial Class shares and 1.55% for Class S shares of the Fund’s average daily net assets per year until May 1, 2026. During such time, the expense limitation is expected to continue until the Board of Trustees acts to discontinue all or a portion of such expense limitation.

EXPENSE EXAMPLE


	Share Status	1 Year	3 Years	5 Years	10 Years
Initial Class	Sold or Held	$131	$409	$708	$1,556
Class S	Sold or Held	$160	$811	$1,488	$3,296

PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES

Under normal conditions, the Fund invests at least 80% of its net assets in securities of companies that are organized in, maintain at least 50% of their assets in, or derive at least 50% of their revenues from, emerging market countries. Van Eck Associates Corporation (the “Adviser”) has broad discretion to identify countries that it considers to qualify as emerging markets. The Adviser selects emerging market countries that the Fund will invest in based on the Adviser’s evaluation of economic fundamentals, legal structure, political developments and other specific factors the Adviser believes to be relevant.

Utilizing qualitative and quantitative measures, the Adviser seeks to invest in reasonably-priced companies that have strong structural growth potential. The Adviser seeks attractive investment opportunities in all areas of emerging markets, and utilizes


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a flexible investment approach across all market capitalizations. The Adviser seeks to (i) integrate financially-material environmental, social and governance (“ESG”) factors into the Fund’s investment process and (ii) reduce material exposure to issuers that the Adviser deems controversial in the ESG universe.

The Fund’s holdings may include issues denominated in currencies of emerging market countries, investment companies (like country funds) that invest in emerging market countries, depositary receipts, and similar types of investments, representing emerging market securities.

The Fund may invest up to 20% of its net assets in securities issued by other investment companies, including exchange- traded funds (“ETFs”). The Fund may also invest in money market funds, but these investments are not subject to this limitation. The Fund may invest in ETFs to participate in, or gain exposure to, certain market sectors, or when direct investments in certain countries are not permitted or available. The Fund may also invest in restricted securities, including Rule 144A securities.

PRINCIPAL RISKS

Consumer Discretionary Sector Risk. The Fund may be sensitive to, and its performance may depend to a greater extent on, the overall condition of the consumer discretionary sector. The consumer discretionary sector comprises companies whose businesses are sensitive to economic cycles, such as manufacturers of high-end apparel and automobile and leisure companies. Companies in the consumer discretionary sector are subject to fluctuations in supply and demand. These companies may also be adversely affected by changes in consumer spending as a result of world events, political and economic conditions, commodity price volatility, changes in exchange rates, imposition of import controls, increased competition, depletion of resources and labor relations.

Direct Investments Risk. Direct investments may involve a high degree of business and financial risk that can result in substantial losses. Because of the absence of any public trading market for these investments, the Fund may take longer to liquidate these positions than would be the case for publicly traded securities. Direct investments are generally considered illiquid and will be aggregated with other illiquid investments for purposes of the Fund's limitation on illiquid investments.


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may also be heightened by the actions of a small number of investors. Brokerage firms in emerging market countries may be fewer in number and less established than brokerage firms in more developed markets. Since the Fund may need to effect securities transactions through these brokerage firms, the Fund is subject to the risk that these brokerage firms will not be able to fulfill their obligations to the Fund. This risk is magnified to the extent the Fund effects securities transactions through a single brokerage firm or a small number of brokerage firms. In addition, the infrastructure for the safe custody of securities and for purchasing and selling securities, settling trades, collecting dividends, initiating corporate actions, and following corporate activity is not as well developed in emerging market countries as is the case in certain more developed markets.


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and/or may impose additional taxes on foreign investors. A delay in obtaining a required government approval or a license would delay investments in those emerging market countries, and, as a result, the Fund may not be able to invest in certain securities while approval is pending. The government of certain emerging market countries may also withdraw or decline to renew a license that enables the Fund to invest in such country. These factors make investing in issuers located or operating in emerging market countries significantly riskier than investing in issuers located or operating in more developed countries, and any one of them could cause a decline in the net asset value of the Fund.


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release local shares before receiving cash payment or may be required to make cash payment prior to receiving local shares, creating a risk that the Fund may surrender cash or securities without ever receiving securities or cash from the other party. Settlement systems in emerging market countries also have a higher risk of failed trades and back to back settlements may not be possible.


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changes, including continuing consolidations, development of new products and structures and changes to its regulatory framework. Furthermore, some companies in the financials sector perceived as benefiting from government intervention in the past may be subject to future government-imposed restrictions on their businesses or face increased government involvement in their operations. Increased government involvement in the financials sector, including measures such as taking ownership positions in financial institutions, could result in a dilution of the Fund’s investments in financial institutions.

Industrials Sector Risk. The Fund may be sensitive to, and its performance may depend to a greater extent on, the overall condition of the industrials sector. The industrials sector comprises companies who produce capital goods used in construction and manufacturing, such as companies that make and sell machinery, equipment and supplies that are used to produce other goods. Companies in the industrials sector may be adversely affected by changes in government regulation, world events and economic conditions. In addition, companies in the industrials sector may be adversely affected by environmental damages, product liability claims and exchange rates.

Information Technology Sector Risk. The Fund may be sensitive to, and its performance may depend to a greater extent on, the overall condition of the information technology sector. Information technology companies face intense competition, both domestically and internationally, which may have an adverse effect on profit margins. Information technology companies may have limited product lines, markets, financial resources or personnel. The products of information technology companies may face product obsolescence due to frequent new product introduction, unpredictable changes in growth rates and competition for the services of qualified personnel. They may face unexpected risks and costs associated with technological developments, such as artificial intelligence and machine learning. Failure to introduce new products, develop and maintain a loyal customer base, or achieve general market acceptance for their products could have a material adverse effect on a company’s business. Further, many companies involved in, or exposed to, artificial intelligence-related businesses may be substantially exposed to the market and business risks of other industries or sectors, and the Fund may be adversely affected by negative developments impacting those companies, industries or sectors. Companies in the information technology sector are heavily dependent on patent protection and the expiration of patents may adversely affect the profitability of these companies. In addition, information technology may face increased government scrutiny and may be subject to adverse government or legal action.

Risk of Investing in Other Funds. The Fund may invest in shares of other funds, including ETFs. As a result, the Fund will indirectly be exposed to the risks of an investment in the underlying funds. As a shareholder in a fund, the Fund would bear its ratable share of that entity’s expenses. At the same time, the Fund would continue to pay its own investment management fees and other expenses. As a result, the Fund and its shareholders will be absorbing additional levels of fees with respect to investments in other funds, including ETFs.


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are often subject to less analyst coverage and may be in early and less predictable periods of their corporate existences, with little or no record of profitability. In addition, these companies often have greater price volatility, lower trading volume and less liquidity than larger more established companies. These companies tend to have smaller revenues, narrower product lines, less management depth and experience, smaller shares of their product or service markets, fewer financial resources and less competitive strength than large-capitalization companies. Returns on investments in securities of small- and medium-capitalization companies could trail the returns on investments in securities of larger companies.

Special Purpose Acquisition Companies Risk. Equity securities in which the Fund invests include stock, rights, warrants, and other interests in special purpose acquisition companies (“SPACs”) or similar special purpose entities. A SPAC is typically a publicly traded company that raises investment capital via an initial public offering for the purpose of acquiring one or more existing companies (or interests therein) via merger, combination, acquisition or other similar transactions. If the Fund purchases shares of a SPAC in an initial public offering it will generally bear a sales commission, which may be significant. The shares of a SPAC are often issued in “units” that include one share of common stock and one right or warrant (or partial right or warrant) conveying the right to purchase additional shares or partial shares. In some cases, the rights and warrants may be separated from the common stock at the election of the holder, after which they may become freely tradeable. After going public and until a transaction is completed, a SPAC generally invests the proceeds of its initial public offering (less a portion retained to cover expenses) in U.S. Government securities, money market securities and cash. To the extent the SPAC is invested in cash or similar securities, this may impact the Fund’s ability to meet its investment objective. If a SPAC does not complete a transaction within a specified period of time after going public, the SPAC is typically dissolved, at which point the invested funds are returned to the SPAC’s shareholders (less certain permitted expenses) and any rights or warrants issued by the SPAC expire worthless. SPACs generally provide their investors with the option of redeeming an investment in the SPAC at or around the time of effecting a transaction. In some cases, the Fund may forfeit its right to receive additional warrants or other interests in the SPAC if it redeems its interest in the SPAC in connection with a transaction. Because SPACs often do not have an operating history or ongoing business other than seeking a transaction, the value of their securities may be particularly dependent on the quality of its management and on the ability of the SPAC’s management to identify and complete a profitable transaction. Some SPACs may pursue transactions only within certain industries or regions, which may increase the volatility of an investment in them. In addition, the securities issued by a SPAC, which may be traded in the over-the-counter market, may become illiquid and/or may be subject to restrictions on resale. Other risks of investing in SPACs include that a significant portion of the monies raised by the SPAC may be expended during the search for a target transaction; an attractive transaction may not be identified at all (or any requisite approvals may not be obtained) and the SPAC may be required to return any remaining monies to shareholders; a transaction once identified or effected may prove unsuccessful and an investment in the SPAC may lose value; the warrants or other rights with respect to the SPAC held by the Fund may expire worthless or may be repurchased or retired by the SPAC at an unfavorable price; and an investment in a SPAC may be diluted by additional later offerings of interests in the SPAC or by other investors exercising existing rights to purchase shares of the SPAC.

Special Risk Considerations of Investing in Brazilian Issuers. Investments in securities of Brazilian issuers, including issuers located outside of Brazil that generate significant revenues from Brazil, involve risks and special considerations not typically associated with investments in the U.S. securities markets. The Brazilian economy has been characterized by frequent, and occasionally drastic, interventions by the Brazilian government, including the imposition of wage and price controls, exchange controls, limiting imports, blocking access to bank accounts and other measures. The Brazilian government has often changed monetary, taxation, credit, trade and other policies to influence the core of Brazil’s economy. Actions taken by the Brazilian government concerning the economy may have significant effects on Brazilian companies and on market conditions and prices of Brazilian securities. Brazil’s economy may be subject to sluggish economic growth due to, among other things, weak consumer spending, political turmoil, high rates of inflation and low commodity prices. Brazil suffers from chronic structural public sector deficits. The Brazilian government has privatized certain entities, which have suffered losses due to, among other things, the inability to adjust to a competitive environment.

The market for Brazilian securities is directly influenced by the flow of international capital, and economic and market conditions of certain countries, especially emerging market countries. As a result, adverse economic conditions or developments in other emerging market countries have at times significantly affected the availability of credit in the Brazilian economy and resulted in considerable outflows of funds and declines in the amount of foreign currency invested in Brazil.

Investments in Brazilian securities may be subject to certain restrictions on foreign investment. Although Brazilian law has provided greater certainty with respect to the free exchange of currency than in the past, any restrictions or restrictive exchange control policies in the future could have the effect of preventing or restricting access to foreign currency and could affect the Fund’s ability to operate and to qualify for the favorable tax treatment afforded to regulated investment companies for U.S. federal income tax purposes.

Brazil has historically experienced high rates of inflation, a high level of debt, and high crime rates, each of which may constrain economic growth. Brazil suffers from high levels of corruption, crime and income disparity. The Brazilian economy is also heavily dependent upon commodity prices and international trade. Unanticipated political or social developments may result in sudden and significant investment losses. An increase in prices for commodities, such as petroleum, the depreciation of the Brazilian real and future governmental measures seeking to maintain the value of the Brazilian real in relation to the U.S. dollar, may trigger increases in inflation in Brazil and may slow the rate of growth of the Brazilian economy. Conversely,


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appreciation of the Brazilian real relative to the U.S dollar may lead to the deterioration of Brazil’s current account of balance of payments as well as limit the growth of exports.

Special Risk Considerations of Investing in Chinese Issuers. Investments in securities of Chinese issuers, including issuers outside of China that generate significant revenues from China, involve certain risks and considerations not typically associated with investments in U.S securities. These risks include among others (i) more frequent (and potentially widespread) trading suspensions and government interventions with respect to Chinese issuers resulting in a lack of liquidity and in price volatility, (ii) currency revaluations and other currency exchange rate fluctuations or blockage, (iii) the nature and extent of intervention by the Chinese government in the Chinese securities markets, whether such intervention will continue and the impact of such intervention or its discontinuation, (iv) the risk of nationalization or expropriation of assets, (v) the risk that the Chinese government may decide not to continue to support economic reform programs, (vi) limitations on the use of brokers, (vii) higher rates of inflation, (viii) greater political, economic and social uncertainty, (ix) market volatility caused by any potential regional or territorial conflicts or natural or other disasters, and (x) the risk of increased trade tariffs, embargoes, sanctions, investment restrictions and other trade limitations. Certain securities are, or may in the future become restricted, and the Fund may be forced to sell such securities and incur a loss as a result. In addition, the economy of China differs, often unfavorably, from the U.S. economy in such respects as structure, general development, government involvement, wealth distribution, rate of inflation, growth rate, interest rates, allocation of resources and capital reinvestment, among others. The Chinese central government has historically exercised substantial control over virtually every sector of the Chinese economy through administrative regulation and/or state ownership and actions of the Chinese central and local government authorities continue to have a substantial effect on economic conditions in China. In addition, the Chinese government has from time to time taken actions that influence the prices at which certain goods may be sold, encourage companies to invest or concentrate in particular industries, induce mergers between companies in certain industries and induce private companies to publicly offer their securities to increase or continue the rate of economic growth, control the rate of inflation or otherwise regulate economic expansion. The Chinese government may do so in the future as well, potentially having a significant adverse effect on economic conditions in China.

The Chinese government continues to be an active participant in many economic sectors through ownership positions and regulation. The allocation of resources in China is subject to a high level of government control. The Chinese government strictly regulates the payment of foreign currency denominated obligations and sets monetary policy. Through its policies, the government may provide preferential treatment to particular industries or companies. The policies set by the government could have a substantial adverse effect on the Chinese economy and the Fund’s investments.

The Chinese economy is export-driven and highly reliant on trade, and much of China’s growth in recent years has been the result of focused investments in economic sectors intended to produce goods and services for export purposes. The performance of the Chinese economy may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product, rate of inflation, currency revaluation, capital reinvestment, resource self-sufficiency and balance of payments position. Adverse changes to the economic conditions of its primary trading partners, such as the United States, Japan and South Korea, would adversely impact the Chinese economy and the Fund’s investments. International trade tensions involving China and its trading counterparties may arise from time to time which can result in trade tariffs, embargoes, sanctions, investment restrictions, trade limitations, trade wars and other negative consequences. Such actions and consequences may ultimately result in a significant reduction in international trade, an oversupply of certain manufactured goods, devaluations of existing inventories and potentially the failure of individual companies and/or large segments of China’s export industry with a potentially severe negative impact to the Fund.

Special Risk Considerations of Investing in Indian Issuers. Investments in securities of Indian issuers involve risks and special considerations not typically associated with investments in the U.S. securities markets. Such heightened risks include, among others, greater government control over the economy, including the risk that the Indian government may decide not to continue to support economic reform programs, political and legal uncertainty, competition from low-cost issuers of other emerging economies in Asia, currency fluctuations or blockage of foreign currency exchanges and the risk of nationalization or expropriation of assets. Issuers in India are subject to less stringent requirements regarding accounting, auditing, financial reporting and record keeping than are issuers in more developed markets, and therefore, all material information may not be available or reliable. India is also located in a part of the world that has historically been prone to natural disasters, such as earthquakes and tsunamis. Any such natural disaster could cause a significant impact on the Indian economy and could impact operations of the Fund, causing an adverse impact on the Fund. In addition, religious and border disputes persist in India. Moreover, India has experienced civil unrest and hostilities with neighboring countries, including Pakistan, and the Indian government has confronted separatist movements in several Indian states. India has experienced acts of terrorism that has targeted foreigners. Such acts of terrorism have had a negative impact on tourism, an important sector of the Indian economy.

The securities market of India is considered an emerging market characterized by a small number of listed companies with significantly smaller market capitalizations, greater price volatility and substantially less liquidity than developed markets, such as the United States. These factors, coupled with restrictions on foreign investment and other factors, limit the supply of securities available for investment by the Fund. This will affect the rate at which the Fund is able to invest in India, the purchase and sale prices for such securities and the timing of purchases and sales. Emerging markets can experience high rates of inflation, deflation and currency devaluation. Certain restrictions on foreign investment may decrease the liquidity of the Fund’s portfolio or inhibit the Fund’s ability to pursue its investment objective. In addition, the Reserve Bank of India, the Indian


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counterpart of the Federal Reserve Bank in the United States, imposes certain limits on the foreign ownership of Indian securities. These restrictions and/or controls may at times limit or prevent foreign investment in securities of issuers located or operating in India and may inhibit the Fund’s ability to pursue its investment objective.

The political history of certain Latin American countries has been characterized by political uncertainty, intervention by the military in civilian and economic spheres, and political corruption. Such events could reverse favorable trends toward market and economic reform, privatization, and removal of trade barriers, and could result in significant disruption in securities markets in the region.

Special Risk Considerations of Investing in Taiwanese Issuers. Investments in securities of Taiwanese issuers, including issuers located outside of Taiwan that generate significant revenues from Taiwan, involve risks and special considerations not typically associated with investments in the U.S. securities markets. To the extent the Fund continues to invest in securities issued by Taiwanese issuers, the Fund may be subject to the risk of investing in such issuers. Investments in Taiwanese issuers may subject the Fund to legal, regulatory, political, currency and economic risks that are specific to Taiwan. Specifically, Taiwan’s geographic proximity and history of political contention with China have resulted in ongoing tensions between the two countries. These tensions may materially affect the Taiwanese economy and its securities market. Taiwan’s economy is export-oriented, so it depends on an open world trade regime and remains vulnerable to fluctuations in the world economy.

Stock Connect Risk. The Fund may invest in A-shares listed and traded on the Shanghai Stock Exchange and the Shenzhen Stock Exchange through Stock Connect, or on such other stock exchanges that participate in Stock Connect from time to time or in the future. Trading through Stock Connect is subject to a number of restrictions that may affect the Fund’s investments and returns. For example, trading through Stock Connect is subject to daily and aggregate market-wide trading volume and market cap quotas that limit the maximum daily net purchases on any particular day by Hong Kong investors (and foreign investors trading through Hong Kong) trading mainland Chinese listed securities and mainland Chinese investors trading Hong Kong listed securities, which may pose risks to the Fund. Furthermore, securities purchased via Stock Connect will be held via a book entry omnibus account in the name of Hong Kong Securities Clearing Company Limited (“HKSCC”), Hong Kong’s clearing entity, at the China Securities Depository and Clearing Corporation (“CSDCC”). The Fund’s ownership interest in Stock Connect securities will not be reflected directly in book entry with CSDCC and will instead only be reflected on the books of its Hong Kong sub-custodian. The Fund may therefore depend on HKSCC’s ability or willingness as record-holder of Stock Connect securities to enforce the Fund’s shareholder rights. PRC law did not historically recognize the concept of beneficial ownership; while PRC regulations and the Hong Kong Stock Exchange have issued clarifications and guidance supporting the concept of beneficial ownership via Stock Connect, the interpretation of beneficial ownership in the PRC by regulators and courts may continue to evolve. Moreover, Stock Connect A-shares generally may not be sold, purchased or otherwise transferred other than through Stock Connect in accordance with applicable rules.


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attractive to do so. Additionally, restrictions on the timing of permitted trading activity in A-Shares, including the imposition of local holidays in either Hong Kong or Mainland China and restrictions on purchasing and selling the same security on the same day, may subject the Fund to the risk of price fluctuations of China A Shares at times when the Fund is unable to add to or exit its position. Since the inception of Stock Connect, foreign investors (including the Fund) investing in A-shares through Stock Connect have been temporarily exempt from the PRC corporate income tax and value-added tax on the gains on disposal of such A-shares. Dividends are subject to PRC corporate income tax on a withholding basis at 10%, unless reduced under a double tax treaty with China upon application to and obtaining approval from the competent tax authority. Aside from these temporary measures, uncertainties in permanent PRC tax rules governing taxation of income and gains from investments in Stock Connect A-shares could result in unexpected tax liabilities for the Fund.

The Stock Connect program is a relatively new program and may be subject to further interpretation and guidance. The effect of the introduction of large numbers of foreign investors on the market for trading Chinese-listed securities is not well understood.There can be no assurance as to the program’s continued existence or whether future developments regarding the program may restrict or adversely affect the Fund’s investments or returns. In addition, the application and interpretation of the laws and regulations of Hong Kong and the PRC, and the rules, policies or guidelines published or applied by relevant regulators and exchanges in respect of the Stock Connect program are uncertain, and they may have a detrimental effect on the Fund’s investments and returns. The securities regimes and legal systems of China and Hong Kong differ significantly, and issues may arise based on these differences. Any changes in law, regulations and policies applicable to Stock Connect may affect China A-Share prices. These risks are heightened by the underdeveloped state of the PRC's investment and banking systems in general.

PERFORMANCE

The following chart and table provide some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual total returns compare with those of a broad measure of market performance. The Fund’s past performance is not necessarily an indication of how the Fund will perform in the future.

The annual returns in the bar chart are for the Fund's Initial Class shares. Fees and expenses imposed under your variable annuity contract and/or variable life insurance policy are not reflected; if these amounts were reflected, returns would be lower than those shown. Additionally, large purchases and/or redemptions of shares of a class, relative to the amount of assets represented by the class, may cause the annual returns for each class to differ. Updated performance information for the Fund is available on the VanEck website at vaneck.com.

INITIAL CLASS: Annual Total Returns (%) as of 12/31


Best Quarter:	+25.58%	2Q 2020
Worst Quarter:	-25.89%	1Q 2020


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Average Annual Total Returns as of 12/31/2024	1 Year	5 Years	10 Years	Life of Class
Initial Class Shares (12/21/95)	1.21%	-2.79%	1.21%	—
Class S Shares (5/12/16)	0.93%	-3.12%	—	2.83%
MSCI Emerging Markets Investable Markets Index (reflects no deduction for fees, expenses or taxes, except withholding taxes)	7.09%	2.51%	3.90%	—

See “License Agreements and Disclaimers” for important information.

PORTFOLIO MANAGEMENT

Investment Adviser. Van Eck Associates Corporation

Portfolio Managers.

Ola El-Shawarby has been Portfolio Manager of the Fund since May 2024. Ms. El-Shawarby previously served as Deputy Portfolio Manager of the Fund since May 2023. Ms. El-Shawarby has worked at the Adviser as a Senior Analyst since 2017. Angus Shillington has been Deputy Portfolio Manager of the Fund since 2014. Mr. Shillington has worked at the Adviser as a Senior Analyst since 2009.

PURCHASE AND SALE OF FUND SHARES

TAX INFORMATION

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES


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II. INVESTMENT OBJECTIVE, STRATEGIES, POLICIES, RISKS AND OTHER INFORMATION

1. INVESTMENT OBJECTIVE

The VanEck VIP Emerging Markets Fund seeks long-term capital appreciation by investing primarily in equity securities in emerging markets around the world.

The Fund’s investment objective is fundamental and may only be changed with shareholder approval.

2. ADDITIONAL INFORMATION ABOUT PRINCIPAL INVESTMENT STRATEGIES AND RISKS

Direct Investments Risk. Direct investments are investments made directly with an enterprise not through publicly traded shares or interests. The Fund will not invest more than 10% of its total assets in direct investments. Direct investments may involve a high degree of business and financial risk that can result in substantial losses. Because of the absence of any public trading market for these investments, the Fund may take longer to liquidate these positions than would be the case for publicly traded securities. Although these securities may be resold in privately negotiated transactions, the prices on these sales could be less than those originally paid by the Fund. Issuers whose securities are not publicly traded may not be subject to public disclosure and other investor protection requirements applicable to publicly traded securities. Direct investments are generally considered illiquid and will be aggregated with other illiquid investments for purposes of the limitation on illiquid investments.


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need to effect securities transactions through these brokerage firms, the Fund is subject to the risk that these brokerage firms will not be able to fulfill their obligations to the Fund. This risk is magnified to the extent the Fund effects securities transactions through a single brokerage firm or a small number of brokerage firms. In addition, the infrastructure for the safe custody of securities and for purchasing and selling securities, settling trades, collecting dividends, initiating corporate actions, and following corporate activity is not as well developed in emerging market countries as is the case in certain more developed markets.


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invest in certain securities while approval is pending. The government of certain emerging market countries may also withdraw or decline to renew a license that enables the Fund to invest in such country. These factors make investing in issuers located or operating in emerging market countries significantly riskier than investing in issuers located or operating in more developed countries, and any one of them could cause a decline in the net asset value of the Fund.


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the other party. Settlement systems in emerging market countries also have a higher risk of failed trades and back to back settlements may not be possible.

Equity Securities Risk. The value of the equity securities held by the Fund may fall due to general market and economic conditions, perceptions regarding the markets in which the issuers of securities held by the Fund participate, or factors relating to specific issuers in which the Fund invests. For example, an adverse event, such as an unfavorable earnings report, may result in a decline in the value of equity securities of an issuer held by the Fund; the price of the equity securities of an issuer may be particularly sensitive to general movements in the securities markets; or a drop in the securities markets may depress the price of most or all of the equities securities held by the Fund. In addition, the equity securities of an issuer in the Fund’s portfolio may decline in price if the issuer fails to make anticipated dividend payments. Equity securities are subordinated to preferred securities and debt in a company’s capital structure with respect to priority to a share of corporate income, and therefore will be subject to greater dividend risk than preferred securities or debt instruments. In addition, while broad market measures of equity securities have historically generated higher average returns than fixed income securities, equity securities have generally also experienced significantly more volatility in those returns.


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represented in the Fund do not operate as expected when addressing ESG issues. Additionally, the valuation model used for identifying ESG companies may not perform as intended, which may adversely affect an investment in the Fund. Regulatory changes or interpretations regarding the definitions and/or use of ESG criteria could have a material adverse effect on the Fund’s ability to implement its ESG strategy.

Financials Sector Risk. The Fund may be sensitive to, and its performance may depend to a greater extent on, the overall condition of the financials sector. Companies in the financials sector may be subject to extensive government regulation that affects the scope of their activities, the prices they can charge and the amount of capital they must maintain. The profitability of companies in the financials sector may be adversely affected by increases in interest rates, by loan losses, which usually increase in economic downturns, and by credit rating downgrades. In addition, the financials sector is undergoing numerous changes, including continuing consolidations, development of new products and structures and changes to its regulatory framework. Furthermore, some companies in the financials sector perceived as benefiting from government intervention in the past may be subject to future government-imposed restrictions on their businesses or face increased government involvement in their operations. Increased government involvement in the financials sector, including measures such as taking ownership positions in financial institutions, could result in a dilution of the Fund’s investments in financial institutions.


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or may prevent the Fund from repatriating its investments. The Fund may also invest in depositary receipts which involve similar risks to those associated with investments in foreign securities. In addition, the Fund may not receive shareholder communications or be permitted to vote the securities that it holds, as the issuers may be under no legal obligation to distribute shareholder communications.

The stock prices of companies in the industrials sector are affected by supply and demand both for their specific product or service and for industrial sector products in general. The products of manufacturing companies may face product obsolescence due to rapid technological developments and frequent new product introduction. In addition, the industrials sector may also be adversely affected by changes or trends in commodity prices, which may be influenced or characterized by unpredictable factors.

Large-Capitalization Companies Risk. The Fund may invest in large capitalization companies, and, therefore will be subject to certain risks associated with large-capitalization companies. Securities of large-capitalization companies could fall out of favor with the market and underperform securities of small- or medium-capitalization companies. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies.


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Medium-Capitalization Companies Risk. The Fund may invest in medium-capitalization companies and, therefore will be subject to certain risks associated with medium- capitalization companies. These companies are often subject to less analyst coverage and may be in early and less predictable periods of their corporate existences, with little or no record of profitability. In addition, these companies often have greater price volatility, lower trading volume and less liquidity than larger more established companies. These companies tend to have smaller revenues, narrower product lines, less management depth and experience, smaller shares of their product or service markets, fewer financial resources and less competitive strength than large-capitalization companies. Returns on investments in securities of medium-capitalization companies could trail the returns on investments in securities of larger companies.

Risk of Investing in Other Funds. The Fund may invest in shares of other funds, including ETFs. As a result, the Fund will indirectly be exposed to the risks of an investment in the underlying funds. Shares of other funds have many of the same risks as direct investments in common stocks or bonds. In addition, the market value of such funds’ shares is expected to rise and fall as the value of the underlying securities rise and fall. If the shares of such funds are traded on a secondary market, the market value of such funds’ shares may differ from the net asset value of the particular fund. As a shareholder in a fund, the Fund will bear its ratable share of the underlying fund’s expenses. At the same time, the Fund will continue to pay its own investment management fees and other expenses. As a result, the Fund and its shareholders will be absorbing duplicate levels of fees with respect to investments in other funds, including ETFs. The expenses of such underlying funds will not, however, be counted towards the Fund’s expense cap. The Fund is subject to the conditions set forth in provisions of the Investment Company Act of 1940 that limit the amount that the Fund and its affiliates, in the aggregate, can invest in the outstanding voting securities of any one investment company.

Small- and Medium-Capitalization Companies Risk. The Fund may invest in small- and medium-capitalization companies and, therefore will be subject to certain risks associated with small- and medium- capitalization companies. These companies are often subject to less analyst coverage and may be in early and less predictable periods of their corporate existences, with little or no record of profitability. In addition, these companies often have greater price volatility, lower trading volume and less liquidity than larger more established companies. These companies tend to have smaller revenues, narrower product lines, less management depth and experience, smaller shares of their product or service markets, fewer financial resources and less competitive strength than large-capitalization companies. Returns on investments in securities of small- and medium-capitalization companies could trail the returns on investments in securities of larger companies.


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that a significant portion of the monies raised by the SPAC may be expended during the search for a target transaction; an attractive transaction may not be identified at all (or any requisite approvals may not be obtained) and the SPAC may be required to return any remaining monies to shareholders; a transaction once identified or effected may prove unsuccessful and an investment in the SPAC may lose value; the warrants or other rights with respect to the SPAC held by the Fund may expire worthless or may be repurchased or retired by the SPAC at an unfavorable price; and an investment in a SPAC may be diluted by additional later offerings of interests in the SPAC or by other investors exercising existing rights to purchase shares of the SPAC.

Special Risk Considerations of Investing in Brazilian Issuers. Investments in securities of Brazilian issuers, including issuers located outside of Brazil that generate significant revenues from Brazil, involve risks and special considerations not typically associated with investments in the U.S. securities markets. Such risks include, among others, a high level of price volatility in the Brazilian markets, chronic structural public sector deficits, a rising unemployment rate and disparities of wealth. The Brazilian economy has been characterized by frequent, and occasionally drastic, interventions by the Brazilian government, including the imposition of wage and price controls, exchange controls, limiting imports, blocking access to bank accounts and other measures. The Brazilian government has often changed monetary, taxation, credit, trade and other policies to influence the core of Brazil’s economy. Additionally, Brazilian accounting, auditing and financial standards and requirements differ from those in the United States, and this may affect the tax consequences with respect to and valuation of investments in the Fund.

Actions taken by the Brazilian government concerning the economy may have significant effects on Brazilian companies and on market conditions and prices of Brazilian securities. Brazil’s economy may be subject to sluggish economic growth due to, among other things, weak consumer spending, political turmoil, high rates of inflation and low commodity prices. Brazil suffers from chronic structural public sector deficits. Additionally, the process of privatizing certain entities by the Brazilian government may cause privatized entities to suffer losses due to, among other things, the inability to adjust to a competitive environment.

The Brazilian economy is heavily dependent upon commodity prices and international trade. The Brazilian securities markets are smaller, less liquid and more volatile than U.S. securities markets and the market for Brazilian securities is influenced by economic and market conditions of certain countries, especially emerging market countries in Central and South America. Unanticipated political or social developments may result in sudden and significant investment losses. An increase in prices for commodities, such as petroleum, the depreciation of the Brazilian real and future governmental measures seeking to maintain the value of the Brazilian real in relation to the U.S. dollar, may trigger increases in inflation in Brazil and may slow the rate of growth of the Brazilian economy. Conversely, appreciation of the Brazilian real relative to the U.S. dollar may lead to the deterioration of Brazil’s current account and balance of payments as well as limit the growth of exports.

Because the Fund’s assets will be invested primarily in securities of Brazilian issuers, the income received by the Fund will be principally in Brazilian real. The Fund’s exposure to the Brazilian real and changes in value of the Brazilian real versus the U.S. dollar may result in reduced returns for the Fund. Moreover, the Fund may incur costs in connection with conversions between U.S. dollars and Brazilian real.


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investment restrictions and other trade limitations. Certain securities are, or may in the future become restricted, and the Fund may be forced to sell such securities and incur a loss as a result. In addition, the economy of China differs, often unfavorably, from the U.S. economy in such respects as structure, general development, government involvement, wealth distribution, rate of inflation, growth rate, interest rates, allocation of resources and capital reinvestment, among others. The Chinese central government has historically exercised substantial control over virtually every sector of the Chinese economy through administrative regulation and/or state ownership and actions of the Chinese central and local government authorities continue to have a substantial effect on economic conditions in China. In addition, the Chinese government has from time to time taken actions that influence the prices at which certain goods may be sold, encourage companies to invest or concentrate in particular industries, induce mergers between companies in certain industries and induce private companies to publicly offer their securities to increase or continue the rate of economic growth, control the rate of inflation or otherwise regulate economic expansion. The Chinese government may do so in the future as well, potentially having a significant adverse effect on economic conditions in China.

Special Risk Considerations of Investing in Indian Issuers. Investments in securities of Indian issuers involve risks and special considerations not typically associated with investments in the U.S. securities markets. Such heightened risks include, among others, greater government control over the economy, political and legal uncertainty, competition from low-cost issuers of other emerging economies in Asia, currency fluctuations or blockage of foreign currency exchanges and the risk of nationalization or expropriation of assets. Large portions of many Indian companies remain in the hands of individuals and corporate governance standards of Indian companies may be weaker and less transparent, which may increase the risk of loss and unequal treatment of investors. In addition, religious and border disputes persist in India. India has experienced civil unrest and hostilities with neighboring countries, including Pakistan, and the Indian government has confronted separatist movements in several Indian states. India has also experienced acts of terrorism that have targeted foreigners, which have had a negative impact on tourism, an important sector of the Indian economy. India has tested nuclear arms, and the threat of deployment of such weapons could hinder development of the Indian economy and escalating tensions could impact the broader region.

The Indian securities markets are smaller and less liquid than securities markets in more developed economies and are subject to greater price volatility. Issuers in India are subject to less stringent requirements regarding accounting, auditing and financial reporting than are issuers in more developed markets, and therefore, all material information may not be available or reliable. India also has less developed clearance and settlement procedures, and there have been times when settlements have been unable to keep pace with the volume of securities and have been significantly delayed. Indian stock exchanges have experienced problems such as temporary exchange closures, broker defaults, settlement delays and strikes by brokers that have affected the market price and liquidity of the securities of Indian companies. In addition, the governing bodies of the Indian stock exchanges have from time to time restricted securities from trading, limited price movements and restricted margin requirements. Further, from time to time, disputes have occurred between listed companies and the Indian stock exchanges and other regulatory bodies that, in some cases, have had a negative effect on market sentiment. In addition, inflation in India may be at very high levels. High inflation may lead to the adoption of corrective measures designed to moderate growth, regulate prices of staples and other commodities and otherwise contain inflation. Such measures could inhibit economic activity in India. Additionally, each of the factors described below could have a negative impact on the Fund’s performance and increase the volatility of the Fund.


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About two-thirds of the workforce is in agriculture. The Fund’s investments may be susceptible to adverse weather changes including the threat of monsoons and other natural disasters. Despite strong growth, the World Bank and others express concern about the combined state and federal budget deficit.

Most Latin American countries have experienced severe and persistent levels of inflation, including, in some cases, hyperinflation.This has, in turn, led to high interest rates, extreme measures by governments to keep inflation in check, and a generally debilitating effect on economic growth. Although inflation in many Latin American countries has lessened, there is no guarantee it will remain at lower levels.

The political history of certain Latin American countries has been characterized by political uncertainty, intervention by the military in civilian and economic spheres, and political corruption. A relatively small number of Latin American companies represents a large portion of Latin America’s total market and thus may be more sensitive to adverse political or economic circumstances and market movements. Disparities of wealth, the pace and success of democratization and capital market development, and ethnic, religious, and racial disaffection may exacerbate social unrest, violence, and labor unrest in a number of Latin American countries. Such events could reverse favorable trends toward market and economic reform, privatization, and removal of trade barriers, and could result in significant disruption in securities markets in the region.


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while PRC regulations and the Hong Kong Stock Exchange have issued clarifications and guidance supporting the concept of beneficial ownership via Stock Connect, the interpretation of beneficial ownership in the PRC by regulators and courts may continue to evolve. Moreover, Stock Connect A-shares generally may not be sold, purchased or otherwise transferred other than through Stock Connect in accordance with applicable rules.

A primary feature of Stock Connect is the application of the home market’s laws and rules applicable to investors in A-shares. Therefore, the Fund’s investments in Stock Connect A-shares are generally subject to PRC securities regulations and listing rules, among other restrictions. The Fund will not benefit from access to Hong Kong investor compensation funds, which are set up to protect against defaults of trades, when investing through Stock Connect. Stock Connect is only available on days when markets in both the PRC and Hong Kong are open, which may limit the Fund’s ability to trade when it would be otherwise attractive to do so. Additionally, restrictions on the timing of permitted trading activity in A-Shares, including the imposition of local holidays in either Hong Kong or Mainland China and restrictions on purchasing and selling the same security on the same day, may subject the Fund to the risk of price fluctuations of China A Shares at times when the Fund is unable to add to or exit its position. Since the inception of Stock Connect, foreign investors (including the Fund) investing in A-shares through Stock Connect have been temporarily exempt from the PRC corporate income tax and value-added tax on the gains on disposal of such A-shares. Dividends are subject to PRC corporate income tax on a withholding basis at 10%, unless reduced under a double tax treaty with China upon application to and obtaining approval from the competent tax authority. Aside from these temporary measures, uncertainties in permanent PRC tax rules governing taxation of income and gains from investments in Stock Connect A-shares could result in unexpected tax liabilities for the Fund.

3. ADDITIONAL INVESTMENT STRATEGIES

ADDITIONAL REGULATORY CONSIDERATIONS


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relying upon a related exclusion from the definition of a “commodity trading advisor” (“CTA”) under the CEA and the rules of the CFTC. The terms of the CPO exclusion require the Fund, among other things, to adhere to certain limits on its investments in “commodity interests.” Commodity interests include commodity futures, commodity options and swaps, which in turn include non-deliverable currency forward contracts. Because the Adviser and the Fund intend to comply with the terms of the CPO exclusion, the Fund may, in the future, need to adjust its investment strategies, consistent with its investment objective to limit its investments in these types of instruments. The Fund is not intended as a vehicle for trading in the commodity futures, commodity options or swaps markets. The CFTC has neither reviewed nor approved the Adviser's reliance on these exclusions, or the Fund, its investment strategies or this prospectus.

INVESTMENTS IN OTHER EQUITY AND FIXED INCOME SECURITIES

The investments of the Fund may include, but not be limited to, common stocks, preferred stocks (either convertible or non-convertible), rights, warrants, direct equity interests in trusts, partnerships, joint ventures and other unincorporated entities or enterprises, convertible debt instruments and special classes of shares available only to foreigners in markets that restrict ownership of certain shares or classes to their own nationals or residents.

INVESTING DEFENSIVELY

SECURITIES LENDING

The Fund may lend its securities as permitted under the Investment Company Act of 1940 Act (the “1940 Act”), including by participating in securities lending programs managed by broker-dealers or other institutions. Securities lending allows the Fund to retain ownership of the securities loaned and, at the same time, earn additional income. The borrowings must be collateralized in full with cash, U.S. government securities or high quality letters of credit.

4. OTHER INFORMATION AND POLICIES

BENEFICIARIES OF CONTRACTUAL ARRANGEMENTS

CHANGING THE FUND’S 80% POLICY

CYBER SECURITY


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PORTFOLIO HOLDINGS INFORMATION

PORTFOLIO INVESTMENTS


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III. HOW THE FUND IS MANAGED

1. MANAGEMENT OF THE FUND

INVESTMENT ADVISER

Jan F. van Eck and members of his family own 100% of the voting stock of the Adviser. As of February 28, 2025, the Adviser’s assets under management were approximately $115.81 billion.

THE ADVISER, THE FUND, AND INSURANCE COMPANY SEPARATE ACCOUNTS

FEES PAID TO THE ADVISER

The Fund pays the Adviser a monthly fee at an annual rate of 1.00% of the Fund’s average daily net assets. This includes the fee paid to the Adviser for accounting and administrative services.

The Adviser has agreed to waive fees and/or pay Fund expenses to the extent necessary to prevent the operating expenses of the Fund (excluding acquired fund fees and expenses, interest expense, trading expenses, dividends and interest payments on securities sold short, taxes and extraordinary expenses) from exceeding 1.30% for Initial Class shares and 1.55% for Class S shares of the Fund’s average daily net assets per year until May 1, 2026. During such time, the expense limitation is expected to continue until the Board acts to discontinue all or a portion of such expense limitation.

For the Fund’s most recent fiscal year, the advisory fee paid to the Adviser was as follows:


VanEck VIP Trust			As a % of average daily net assets
VanEck VIP Emerging Markets Fund			1.00%

A discussion regarding the basis for the Board’s approval of the Advisory Agreement is available in the Trust’s filing on Form N-CSR for the period ended June 30, 2024.

PORTFOLIO MANAGERS

VANECK VIP EMERGING MARKETS FUND

Ola El-Shawarby, Portfolio Manager of the Fund, is primarily responsible for the day-to-day portfolio management of the Fund.

Ola El-Shawarby. Ms. El-Shawarby is Portfolio Manager of the Fund. Ms. El-Shawarby previously served as Deputy Portfolio Manager of the Fund. She joined the Adviser as a Senior Analyst in 2017 and currently serves on the investment team for various funds advised by the Adviser.

Angus Shillington. Mr. Shillington is Deputy Portfolio Manager of the Fund. He joined the Adviser as a Senior Analyst in 2009 and currently serves on the investment team for various funds advised by the Adviser.

The SAI provides additional information about the above Portfolio Managers, their compensation, other accounts they manage, and their securities ownership in the Fund.

THE TRUST

For more information on the Trust, the Trustees and the Officers of the Trust, see “General Information,” “Description of the Trust” and “Trustees and Officers” in the SAI.

THE DISTRIBUTOR


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PLAN OF DISTRIBUTION (12b-1) (Class S Shares only)

Although the Fund offers two classes of shares to investors, only the Class S shares are subject to distribution and/or service (12b-1) fees under a plan adopted pursuant to Rule 12b-1 under the 1940 Act. Under the plan of distribution, Class S shares are subject to distribution and/or service (12b-1) fees of 0.25% of average daily net assets of the class. Of the amounts expended under the plan for the fiscal year ended December 31, 2024, approximately 100% was paid to intermediaries who sold shares or serviced accounts of the Fund shareholders. Because the distribution and/or service (12b-1) fees are paid out of the Fund’s assets on an on-going basis over time, these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.

THE CUSTODIAN

State Street Bank & Trust Company

One Lincoln Street

Boston, MA 02111

THE TRANSFER AGENT

SS&C GIDS, Inc.

801 Pennsylvania Avenue, Suite 218407

Kansas City, MO 64105-1307

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PricewaterhouseCoopers LLP

300 Madison Avenue

New York, NY 10017

COUNSEL

Stradley Ronon Stevens and Young, LLP

2005 Market Street, Suite 2600

Philadelphia, PA 19103

2. TAXES


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corporate income tax rate for the taxable year in question. Additionally, even if the Fund qualifies as a regulated investment company, it may be subject to corporate tax on certain income.

3. HOW THE FUND SHARES ARE PRICED


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4. SHAREHOLDER INFORMATION

FREQUENT TRADING POLICY

For further information about the Fund, please call or write your insurance company, or call 800-826-2333, or write to the Fund at the address on the back cover page.


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IV. LICENSE AGREEMENTS AND DISCLAIMERS

The MSCI Emerging Markets Investable Markets Index included in the Fund’s performance table is a product of MSCI Inc. and/or its affiliates and has been licensed for use by the Adviser. Redistribution or reproduction in whole or in part are prohibited without written permission of MSCI Inc. For more information on any of the MSCI indices please visit www.msci.com. Neither MSCI, their affiliates nor their third party licensors make any representation or warranty, express or implied, as to the ability of any index to accurately represent the asset class or market sector that it purports to represent and neither MSCI, their affiliates nor their third party licensors shall have any liability for any errors, omissions, or interruptions of any index or the data included therein.

Source MSCI is used with permission.

Certain information contained herein (the “Information”) is sourced from/copyright of MSCI Inc., MSCI ESG Research LLC, or their affiliates (“MSCI”), or information providers (together the “MSCI Parties”) and may have been used to calculate scores, signals, or other indicators. The Information is for internal use only and may not be reproduced or disseminated in whole or part without prior written permission. The Information may not be used for, nor does it constitute, an offer to buy or sell, or a promotion or recommendation of, any security, financial instrument or product, trading strategy, or index, nor should it be taken as an indication or guarantee of any future performance. Some funds may be based on or linked to MSCI indexes, and MSCI may be compensated based on the fund’s assets under management or other measures. MSCI has established an information barrier between index research and certain Information. None of the Information in and of itself can be used to determine which securities to buy or sell or when to buy or sell them. The Information is provided “as is” and the user assumes the entire risk of any use it may make or permit to be made of the Information. No MSCI Party warrants or guarantees the originality, accuracy and/or completeness of the Information and each expressly disclaims all express or implied warranties. No MSCI Party shall have any liability for any errors or omissions in connection with any Information herein, or any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.


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V. FINANCIAL HIGHLIGHTS

The financial highlights table that follows is intended to help you understand the Fund’s financial performance for the past five years. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). The information for the fiscal years ended December 31, 2022, December 31, 2023 and December 31, 2024 has been audited by PricewaterhouseCoopers LLP, the Fund’s independent registered public accounting firm, whose report, along with the Fund’s financial statements are included in the Fund’s filings on Form N-CSR, which are available upon request. The information for periods prior to the fiscal year ended December 31, 2022 has been audited by another independent registered public accounting firm. Total returns do not include fees and expenses imposed under your variable annuity contract and/or life insurance policy. If these amounts were reflected, the returns would be lower than those shown.


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FINANCIAL HIGHLIGHTS

For a share outstanding throughout each year:


	Initial Class
	Year Ended December 31,
	2024			2023			2022			2021			2020
Net asset value, beginning of year	$	9.21		$	8.70		$	14.40		$	16.89		$	15.14
Net investment income (loss) (a)	0.05			0.08			0.09			0.02			(0.03)
Net realized and unrealized gain (loss) on investments	0.07			0.76			(3.59)			(1.97)			2.53
Total from investment operations	0.12			0.84			(3.50)			(1.95)			2.50
Distributions from:
Net investment income	(0.16)			(0.33)			(0.03)			(0.16)			(0.30)
Net realized capital gains	—			—			(2.17)			(0.38)			(0.45)
Total distributions	(0.16)			(0.33)			(2.20)			(0.54)			(0.75)
Net asset value, end of year	$	9.17		$	9.21		$	8.70		$	14.40		$	16.89
Total return (b)	1.21		%	9.77		%	(24.37)		%	(11.87)		%	17.25		%

Ratios to average net assets
Expenses	1.29		%	1.26		%	1.18		%	1.16		%	1.23		%
Expenses excluding interest and taxes	1.28		%	1.25		%	1.18		%	1.16		%	1.22		%
Net investment income (loss)	0.51		%	0.84		%	0.90		%	0.10		%	(0.21)		%
Supplemental data
Net assets, end of year (in millions)	$78			$105			$102			$153			$177
Portfolio turnover rate (c)	26		%	23		%	20		%	36		%	29		%

(a) Calculated based upon average shares outstanding
(b) Returns are not annualized and include adjustments required by U.S. Generally Accepted Accounting Principles and may differ from net asset values and performance reported elsewhere by the Fund. Returns do not include fees and expenses imposed under your variable annuity contract and/or life insurance policy. If these fees and expenses were included the returns would be lower.
(c) Portfolio turnover is not annualized.


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FINANCIAL HIGHLIGHTS

For a share outstanding throughout each year:


	Class S
	Year Ended December 31,
	2024			2023			2022			2021			2020
Net asset value, beginning of year	$	8.98		$	8.48		$	14.13		$	16.63		$	14.95
Net investment income (loss) (a)	0.02			0.05			0.06			(0.04)			(0.09)
Net realized and unrealized gain (loss) on investments	0.08			0.74			(3.54)			(1.94)			2.51
Total from investment operations	0.10			0.79			(3.48)			(1.98)			2.42
Distributions from:
Net investment income	(0.14)			(0.29)			—			(0.14)			(0.29)
Net realized capital gains	—			—			(2.17)			(0.38)			(0.45)
Total distributions	(0.14)			(0.29)			(2.17)			(0.52)			(0.74)
Net asset value, end of year	$	8.94		$	8.98		$	8.48		$	14.13		$	16.63
Total return (b)	0.93		%	9.44		%	(24.73)		%	(12.22)		%	16.90		%

Ratios to average net assets
Gross expenses	3.09		%	2.98		%	2.60		%	2.43		%	3.69		%
Net expenses	1.57		%	1.56		%	1.55		%	1.55		%	1.55		%
Net expenses excluding interest and taxes	1.55		%	1.55		%	1.55		%	1.55		%	1.55		%
Net investment income (loss)	0.22		%	0.53		%	0.62		%	(0.27)		%	(0.60)		%
Supplemental data
Net assets, end of year (in millions)	$	1		$	1		$	1		$	1		$	1
Portfolio turnover rate (c)	26		%	23		%	20		%	36		%	29		%

(a) Calculated based upon average shares outstanding
(b) Returns are not annualized and include adjustments required by U.S. Generally Accepted Accounting Principles and may differ from net asset values and performance reported elsewhere by the Fund. Returns do not include fees and expenses imposed under your variable annuity contract and/or life insurance policy. If these fees and expenses were included the returns would be lower.
(c) Portfolio turnover is not annualized.


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Call VanEck at 800.826.2333, or visit the VanEck website at vaneck.com to request, free of charge, the annual or semi-annual reports, the SAI or other information about the Fund.



VanEck VIP Trust 666 Third Avenue New York, NY 10017 REGISTRATION NUMBER: 811-05083 VIPEMPRO			800.826.2333 \| vaneck.com

(05/2025)


May 1, 2025 Prospectus

VanEck VIP Global Gold Fund

Class S Shares

800.826.2333 | vaneck.com


TABLE OF CONTENTS
I. Summary Information			3
VanEck VIP Global Gold Fund (Class S)			3
II. Investment Objective, Strategies, Policies, Risks and Other Information			12
1. Investment Objective			12
2. Additional Information About Principal Investment Strategies and Risks			12
3. Additional Investment Strategies			22
4. Other Information and Policies			22
III. Other Additional Information			24
Past Performance of a Similarly Managed Fund			24
IV. How the Fund is Managed			25
1. Management of the Fund			25
2. Taxes			27
3. How the Fund Shares are Priced			27
4. Shareholder Information			28
V. License Agreements and Disclaimers			29
VI. Financial Highlights			30


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VANECK VIP GLOBAL GOLD FUND (CLASS S)

I. SUMMARY INFORMATION

INVESTMENT OBJECTIVE

The VanEck VIP Global Gold Fund seeks long-term capital appreciation by investing in common stocks of gold-mining companies. The Fund may take current income into consideration when choosing investments.

FUND FEES AND EXPENSES

Annual Fund Operating Expenses

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


	Class S
Management Fees	0.75	%
Distribution and/or Service (12b-1) Fees	0.25	%
Other Expenses	0.58	%
Total Annual Fund Operating Expenses	1.58	%
Fee Waivers and/or Expense Reimbursements1	-0.13	%
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements	1.45	%

1 Van Eck Associates Corporation (the “Adviser”) has agreed to waive fees and/or pay Fund expenses to the extent necessary to prevent the operating expenses of the Fund (excluding acquired fund fees and expenses, interest expense, trading expenses, dividends and interest payments on securities sold short, taxes and extraordinary expenses) from exceeding 1.45% for Class S shares of the Fund’s average daily net assets per year until May 1, 2026. During such time, the expense limitation is expected to continue until the Board of Trustees acts to discontinue all or a portion of such expense limitation.

EXPENSE EXAMPLE

Share Status

1 Year

3 Years

5 Years

10 Years

Class S

Sold or Held

$148

$486

$848

$1,867

PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES

Under normal conditions, the Fund invests at least 80% of its net assets in securities of companies principally engaged in gold-related activities, instruments that derive their value from gold, gold coins and bullion. A company principally engaged in gold-related activities is one that derives at least 50% of its revenues from gold-related activities, including the exploration, mining or processing of or dealing in gold. The Fund concentrates its investments in the gold-mining industry and therefore invests 25% or more of its total assets in such industry. The Fund is considered to be “non-diversified” which means that it may invest a larger portion of its assets in a single issuer.

The Fund invests in securities of companies with economic ties to countries throughout the world, including the U.S. Under ordinary circumstances, the Fund will invest in securities of issuers from a number of different countries, which may include emerging market countries. The Fund may invest in non-U.S. dollar denominated securities, which are subject to fluctuations in currency exchange rates, and securities of companies of any capitalization range. The Fund primarily invests in companies that


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the portfolio manager believes represent value opportunities and/or that have growth potential within their market niche, through their ability to increase production capacity at reasonable cost or make gold discoveries around the world. The portfolio manager utilizes both a macro-economic examination of gold market themes and a fundamental analysis of prospective companies in the search for value and growth opportunities. 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 fundamental assessment of a company or country.

The Fund may invest up to 25% of its net assets, as of the date of the investment, in gold and silver coins, gold, silver, platinum and palladium bullion and exchange-traded funds (“ETFs”) that invest primarily in such coins and bullion and derivatives on the foregoing. The Fund’s investments in coins and bullion will not earn income, and the sole source of return to the Fund from these investments will be from gains or losses realized on the sale of such investments.

The Fund may gain exposure to gold bullion and other metals by investing up to 25% of the Fund’s total assets in a wholly owned subsidiary of the Fund (the “Subsidiary”). The Subsidiary primarily invests in gold bullion, gold futures and other instruments that provide direct or indirect exposure to gold, including ETFs, and also may invest in silver, platinum and palladium bullion and futures. The Subsidiary (unlike the Fund) may invest without limitation in these investments. The Fund will “look-through” the Subsidiary to the Subsidiary’s underlying investments for determining compliance with the Fund’s investment policies. For tax reasons, it may be advantageous for the Fund to create and maintain its exposure to the commodity markets, in whole or in part, by investing in the Subsidiary. The portfolio of the Subsidiary is managed by the Adviser for the exclusive benefit of the Fund.

The Fund may use derivative instruments, such as structured notes, futures, options, warrants, currency forwards and swap agreements, to gain or hedge exposure. The Fund may invest up to 20% of its net assets in securities issued by other investment companies, including ETFs. The Fund may also invest in money market funds, but these investments are not subject to this limitation. The Fund may invest in ETFs to participate in, or gain exposure to, certain market sectors, or when direct investments in certain countries are not permitted or available.

PRINCIPAL RISKS

Commodities and Commodity-Linked Instruments Risk. Commodities include, among other things, energy products, agricultural products, industrial metals, precious metals and livestock. The commodities markets may fluctuate widely based on a variety of factors, including overall market movements, economic events and policies, changes in interest rates or inflation rates, changes in monetary and exchange control programs, war, acts of terrorism, natural disasters and technological developments. Variables such as disease, drought, floods, weather, trade, embargoes, tariffs and other political events, in particular, may have a larger impact on commodity prices than on traditional securities. These additional variables may create additional investment risks that subject the Fund’s investments to greater volatility than investments in traditional securities. The prices of commodities can also fluctuate widely due to supply and demand disruptions in major producing or consuming regions. Because certain commodities may be produced in a limited number of countries and may be controlled by a small number of producers, political, economic and supply-related events in such countries could have a disproportionate impact on the prices of such commodities. These factors may affect the value of the Fund’s investments in varying ways, and different factors may cause the values and the volatility of the Fund’s investments to move in inconsistent directions at inconsistent rates. Because the value of a commodity-linked derivative instrument and structured note typically are based upon the price movements of physical commodities, the value of these securities will rise or fall in response to changes in the underlying commodities or related index of investment.

Commodities and Commodity-Linked Instruments Tax Risk. The tax treatment of commodity-linked derivative instruments may be adversely affected by changes in legislation, regulations or other legally binding authority. If, as a result of any such adverse action, the income of the Fund from certain commodity-linked derivatives were treated as non- qualifying income, the Fund might fail to qualify as a regulated investment company and/or be subject to federal income tax at the Fund level. The uncertainty surrounding the treatment of certain derivative instruments under the qualification tests for a regulated investment company may limit the Fund’s use of such derivative instruments.

The Fund may be required, for federal income tax purposes, to mark-to-market and recognize as income for each taxable year any net unrealized gains and losses on certain futures contracts and option contracts as of the end of the year as well as those actually realized during the year. Gain or loss from futures contracts required to be marked-to-market will be 60% long-term and 40% short-term capital gain or loss if held directly by the Fund, but if held by the Subsidiary, as is expected, such gains will be recognized as ordinary income by the Fund to the extent of the Subsidiary’s annual net earnings if any. Application of this rule may alter the timing and character of distributions to shareholders. The Fund may be required to defer the recognition of


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losses on futures contracts or certain option contracts to the extent of any unrecognized gains on related positions held by the Fund.


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time or trading on securities markets may be suspended altogether due to political or civil unrest. Market volatility may also be heightened by the actions of a small number of investors. Brokerage firms in emerging market countries may be fewer in number and less established than brokerage firms in more developed markets. Since the Fund may need to effect securities transactions through these brokerage firms, the Fund is subject to the risk that these brokerage firms will not be able to fulfill their obligations to the Fund. This risk is magnified to the extent the Fund effects securities transactions through a single brokerage firm or a small number of brokerage firms. In addition, the infrastructure for the safe custody of securities and for purchasing and selling securities, settling trades, collecting dividends, initiating corporate actions, and following corporate activity is not as well developed in emerging market countries as is the case in certain more developed markets.


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less advantageous rights than the classes available for purchase by domiciliaries of such emerging market countries; and/or may impose additional taxes on foreign investors. A delay in obtaining a required government approval or a license would delay investments in those emerging market countries, and, as a result, the Fund may not be able to invest in certain securities while approval is pending. The government of certain emerging market countries may also withdraw or decline to renew a license that enables the Fund to invest in such country. These factors make investing in issuers located or operating in emerging market countries significantly riskier than investing in issuers located or operating in more developed countries, and any one of them could cause a decline in the net asset value of the Fund.


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failures of or defects in the systems. Under the laws in many emerging market countries, the Fund may be required to release local shares before receiving cash payment or may be required to make cash payment prior to receiving local shares, creating a risk that the Fund may surrender cash or securities without ever receiving securities or cash from the other party. Settlement systems in emerging market countries also have a higher risk of failed trades and back to back settlements may not be possible.


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the value of certain foreign currencies may be subject to a high degree of fluctuation. The Fund may also (directly or indirectly) incur costs in connection with conversions between U.S. dollars and foreign currencies.

Gold and Silver Mining Companies Risk. The Fund invests in stocks and depositary receipts of U.S. and foreign companies that are involved in the gold mining and silver mining industries, which are considered speculative and are affected by a variety of factors. Competitive pressures may have a significant effect on the financial condition of gold mining and silver mining companies. Also, gold and silver mining companies are highly dependent on the price of gold bullion and silver bullion, respectively, but may also be adversely affected by a variety of worldwide economic, financial and political factors. The price of gold and silver may fluctuate substantially over short periods of time so the Fund’s Share price may be more volatile than other types of investments. Fluctuation in the prices of gold and silver may be due to a number of factors, including changes in inflation, changes in currency exchange rates and changes in industrial and commercial demand for metals (including fabricator demand). Additionally, increased environmental or labor costs may depress the value of metal investments.

Regulatory Risk. Changes in the laws or regulations of the United States, including any changes to applicable tax laws and regulations, could impair the ability of the Fund to achieve its investment objective and could increase the operating expenses of the Fund. The Adviser is registered as a commodity pool operator under the U.S. Commodity Exchange Act and the rules of the U.S. Commodity Futures Trading Commission (“CFTC”) and is subject to CFTC regulation with respect to the Fund. The CFTC has adopted rules regarding the disclosure, reporting and recordkeeping requirements that will apply with respect to the Fund as a result of the Adviser’s registration as a commodity pool operator. Generally, these rules allow for substituted compliance with CFTC disclosure and shareholder reporting requirements, based on the Adviser’s compliance with comparable Securities and Exchange Commission requirements. This means that for most of the CFTC’s disclosure and shareholder reporting applicable to the Adviser as the Fund’s commodity pool operator, the Adviser’s compliance with Securities and Exchange Commission disclosure and shareholder reporting will be deemed to fulfill the Adviser’s CFTC compliance obligations. However, as a result of CFTC regulation with respect to the Fund, the Fund may incur additional compliance and other expenses. The Adviser is also registered as a “commodity trading advisor” (“CTA”) but relies on an exemption with respect to the Fund from CTA regulations available for a CTA that also serves as the Fund’s commodity pool operator. The CFTC has neither reviewed nor approved the Fund, their investment strategies, or this Prospectus.

Risk of Investing in Other Funds. The Fund may invest in shares of other funds, including ETFs. As a result, the Fund will indirectly be exposed to the risks of an investment in the underlying funds. As a shareholder in a fund, the Fund would bear its ratable share of that entity’s expenses. At the same time, the Fund would continue to pay its own investment management fees and other expenses. As a result, the Fund and its shareholders will be absorbing additional levels of fees with respect to investments in other funds, including ETFs.


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less management depth and experience, smaller shares of their product or service markets, fewer financial resources and less competitive strength than large-capitalization companies. Returns on investments in securities of small- and medium-capitalization companies could trail the returns on investments in securities of larger companies.

Special Risk Considerations of Investing in Australian Issuers. Investments in securities of Australian issuers involve risks and special considerations not typically associated with investments in the U.S. securities markets. The Australian economy is heavily dependent on exports from the agricultural and mining sectors. As a result, the Australian economy is susceptible to fluctuations in the commodity markets. The Australian economy is also dependent on trading with key trading partners.

Special Risk Considerations of Investing in Canadian Issuers. Investments in securities of Canadian issuers, including issuers located outside of Canada that generate significant revenue from Canada, involve risks and special considerations not typically associated with investments in the U.S. securities markets. The Canadian economy is very dependent on the demand for, and supply and price of, natural resources. The Canadian market is relatively concentrated in issuers involved in the production and distribution of natural resources. Canada is a major producer of commodities such as forest products, metals, agricultural products, and energy related products like oil, gas, and hydroelectricity. Accordingly, a change in the supply and demand of these resources, both domestically and internationally, can have a significant effect on Canadian market performance. Canada is a top producer of zinc and uranium and a global source of many other natural resources, such as gold, nickel, aluminum, and lead. Conditions that weaken demand for such products worldwide could have a negative impact on the Canadian economy as a whole. Additionally, the Canadian economy is heavily dependent on relationships with certain key trading partners, including the United States, countries in the European Union and China. Because the United States is Canada’s largest trading partner and foreign investor, the Canadian economy is dependent on and may be significantly affected by the U.S. economy. Reduction in spending on Canadian products and services or changes in the U.S. economy may adversely impact the Canadian economy. Trade agreements may further increase Canada’s dependency on the U.S. economy, and uncertainty as to the future of such trade agreements may cause a decline in the value of the Fund’s Shares. The imposition of additional tariffs by the U.S. may have implications for the trade arrangements between the U.S. and Canada, which could negatively affect the value of securities held by the Fund. Past periodic demands by the Province of Quebec for sovereignty have significantly affected equity valuations and foreign currency movements in the Canadian market and such demands may have this effect in the future. In addition, certain sectors of Canada’s economy may be subject to foreign ownership limitations. This may negatively impact the Fund’s ability to invest in Canadian issuers and to pursue its investment objective.

Subsidiary Investment Risk. Changes in the laws of the United States and/or the Cayman Islands, under which the Fund and the Subsidiary are organized, respectively, could result in the inability of the Fund to operate as intended and could negatively affect the Fund and its shareholders. The Subsidiary is not registered under the Investment Company Act of 1940 and is not subject to the investor protections of the Investment Company Act of 1940. Thus, the Fund, as an investor in the Subsidiary, will not have all the protections offered to investors in registered investment companies.

Tax Risk (with respect to investments in the Subsidiary). The Fund must derive at least 90% of its gross income from certain qualifying sources of income in order to qualify as a regulated investment company under the Internal Revenue Code of 1986. The Internal Revenue Service issued a revenue ruling in December 2005, which concluded that income and gains from certain commodity-linked derivatives are not qualifying income under Subchapter M of the Internal Revenue Code of 1986. As a result, the Fund’s ability to invest directly in commodity-linked futures contracts or swaps or in certain exchange-traded trusts that hold commodities as part of its investment strategy is limited by the requirement that it receive no more than ten percent (10%) of its gross income from such investments. The Fund expects to invest its assets in the Subsidiary, consistent with applicable law and the advice of counsel, in a manner that should permit the Fund to treat income allocable from the Subsidiary as qualifying income. The Internal Revenue Service has issued regulations that treat a fund’s income inclusion with respect to an investment in a non-U.S. company generating investment income as qualifying income only if there is a current-year distribution out of the earnings and profits of the non-U.S. company that are attributable to such income inclusion or if the income from the Subsidiary is related to the Fund's business of investing. The Fund intends to treat its income from the Subsidiary as qualifying income. There can be no assurance that the Internal Revenue Service will not change its position with respect to some or all of these issues or if the Internal Revenue Service did so, that a court would not sustain the Internal Revenue Service’s position. Furthermore, the tax treatment of the Fund’s investments in the Subsidiary may be adversely affected by future legislation, court decisions, future Internal Revenue Service guidance or Treasury regulations.

PERFORMANCE


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CLASS S: Annual Total Returns (%) as of 12/31


Best Quarter:	+72.46%	2Q 2020
Worst Quarter:	-28.53%	2Q 2022


Average Annual Total Returns as of 12/31/2024	1 Year	5 Years	10 Years
Class S Shares (4/26/13)	14.41%	5.46%	6.69%
NYSE Arca Gold Miners Index (reflects no deduction for fees, expenses or taxes, except withholding taxes)	10.64%	4.62%	7.69%
MSCI AC World Index (reflects no deduction for fees, expenses or taxes, except withholding taxes)	17.49%	10.06%	9.23%

See “License Agreements and Disclaimers” for important information.

PORTFOLIO MANAGEMENT

Investment Adviser. Van Eck Associates Corporation

Portfolio Manager.

Imaru Casanova has been Portfolio Manager of the Fund since May 2023 and a member of the investment team since 2011.

Additionally, Joseph M. Foster, former Portfolio Manager of the Fund, serves as Gold Strategist.

PURCHASE AND SALE OF FUND SHARES

TAX INFORMATION

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES


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II. INVESTMENT OBJECTIVE, STRATEGIES, POLICIES, RISKS AND OTHER INFORMATION

1. INVESTMENT OBJECTIVE

The Fund’s investment objective is non-fundamental and may be changed by the Board of Trustees (the “Board”) without shareholder approval. To the extent practicable, the Fund will provide shareholders with 60 days’ prior written notice before changing its investment objective.

2. ADDITIONAL INFORMATION ABOUT PRINCIPAL INVESTMENT STRATEGIES AND RISKS


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result from factors such as government or military intervention in decision making, terrorism, civil unrest, extremism or hostilities between neighboring countries. Any of these factors, including an outbreak of hostilities could negatively impact the Fund’s returns. Limited political and democratic freedoms in emerging market countries might cause significant social unrest. These factors may have a significant adverse effect on an emerging market country’s economy.


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capital remittances. Consequently, the Fund could be adversely affected by delays in, or a refusal to grant, required governmental approval for repatriation of capital, as well as by the application to the Fund of any restrictions on investments. Furthermore, investments in emerging market countries may require the Fund to adopt special procedures, seek local government approvals or take other actions, each of which may involve additional costs to the Fund.


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redemptions). In addition, the Fund will incur interest expense on any borrowings and the borrowings will cause the Fund to be leveraged, which may magnify gains and losses on its investments.


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Global Resources Sector Risk. The Fund may be sensitive to, and its performance may depend to a greater extent on, the overall condition of the global resources sector. The Fund concentrates its investments (i.e., invests 25% or more of its total assets) in the securities of global resource companies and instruments that derive their value from global resources. Global resources include precious metals (including gold), base and industrial metals, energy, natural resources, and other commodities. Investments in global resources companies can be significantly affected by events relating to this industry, including international political and economic developments, embargoes, tariffs, inflation, weather and natural disasters, livestock diseases, limits on exploration, rapid changes in the supply of and demand for natural resources and other factors. The Fund’s portfolio securities may experience substantial price fluctuations as a result of these factors, and may move independently of the trends of other operating companies. Companies engaged in global resources may be adversely affected by changes in government policies and regulations, technological advances and/or obsolescence, environmental damage claims, energy conservation efforts, the success of exploration projects, limitations on the liquidity of certain natural resources and commodities and competition from new market entrants. Political risks and the other risks to which foreign securities are subject may also affect domestic global resource companies if they have significant operations or investments in foreign countries. Changes in general economic conditions, including commodity price volatility, changes in exchange rates, imposition of import controls, rising interest rates, prices of raw materials and other commodities, depletion of resources and labor relations, could adversely affect the Fund’s portfolio companies. The highly cyclical nature of the global resources sector may affect the earnings or operating cash flows of global resources companies.

The Fund may be subject to greater risks and market fluctuations than a fund whose portfolio has exposure to a broader range of sectors. The Fund may be susceptible to financial, economic, political or market events, as well as government regulation (including environmental regulation), impacting the global resources sectors. Specifically, the energy sector can be affected by changes in the prices of and supplies of oil and other energy fuels, energy conservation, the success of exploration projects, the risks generally associated with the extraction of natural resources, such as the risks of mining and drilling, and tax and other government regulations. The metals sector can be affected by sharp price volatility over short periods caused by global economic, financial and political factors, resource availability, government regulation, economic cycles, changes in inflation, interest rates, currency fluctuations, metal sales by governments, central banks or international agencies, investment speculation and fluctuations in industrial and commercial supply and demand. Precious metals and natural resources securities are at times volatile and there may be sharp fluctuations in prices, even during periods of rising prices. Additionally, companies engaged in the production and distribution of global resources may be adversely affected by changes in world events, political and economic conditions, energy conservation, environmental policies, commodity price volatility, changes in exchange rates, imposition of import controls, increased competition, depletion of resources and labor relations.

The securities of gold or silver mining companies may under- or over-perform commodities themselves over the short-term or long-term. Gold bullion and silver bullion prices may fluctuate substantially over short periods of time, even during periods of rising prices, so the Fund’s Share price may be more volatile than other types of investments. To the extent the Fund invests in gold bullion, such investments may incur higher storage and custody costs as compared to purchasing, holding and selling more traditional investments. A drop in the price of gold and/or silver bullion would particularly adversely affect the profitability of small- and medium- capitalization mining companies and their ability to secure financing. Mining operations have varying expected life spans, and companies that have mines with short expected life spans may experience more stock price volatility. A significant number of the companies in the Fund may be early stage mining companies that are in the exploration stage only or that hold properties that might not ultimately produce gold or silver. The exploration and development of mineral deposits involve significant financial risks over a significant period of time which even a combination of careful evaluation, experience and knowledge may not eliminate. Few properties which are explored are ultimately developed into producing mines. Major expenditures may be required to establish reserves by drilling and to construct mining and processing facilities at a site. In addition, many early stage miners operate at a loss and are dependent on securing equity and/or debt financing, which might be more difficult to secure for an early stage mining company than for a more established counterpart. Furthermore, companies that are only in the exploration stage are typically unable to adopt specific strategies for controlling the impact of the price of gold or silver.

The prices of gold and precious metals operation companies are affected by the price of gold or other precious metals such as platinum, palladium and silver, as well as other prevailing market conditions. These prices may be volatile, fluctuating substantially over short periods of time. The prices of precious metals may also be influenced by macroeconomic conditions, including confidence in the global monetary system and the relative strength of various currencies, as well as demand in the industrial and jewelry sectors. In times of significant inflation or great economic uncertainty, gold, silver and other precious metals may outperform traditional investments such as bonds and stocks. However, in times of stable economic growth,


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traditional equity and debt investments could offer greater appreciation potential and the value of gold, silver and other precious metals may be adversely affected, which could in turn affect the Fund’s returns. Gold-related investments as a group have not performed as well as the stock market in general during periods when the U.S. dollar is strong, inflation is low and general economic conditions are stable. Additionally, returns on gold-related investments have traditionally been more volatile than investments in broader equity or debt markets. In addition, some gold and precious metals mining companies have hedged, to varying degrees, their exposure to decreases in the prices of gold or precious metals by selling forward future production, which could limit the company’s benefit from future rises in the prices of gold or precious metals or increase the risk that the company could fail to meet its contractual obligations.

A significant portion of the world’s gold reserves are held by governments, central banks and related institutions. The production, purchase and sale of precious metals by governments or central banks or other larger holders can be negatively affected by various economic, financial, social and political factors, which may be unpredictable and may have a significant adverse impact on the supply and prices of precious metals.

The principal supplies of metal industries also may be concentrated in a small number of countries and regions, the governments of which may pass laws or regulations limiting metal investments for strategic or other policy reasons. Economic, social and political conditions in those countries that are the largest producers of gold and silver may have a direct negative effect on the production and marketing of gold and silver and on sales of central bank gold holdings. Some gold, silver and precious metals mining operation companies may hedge their exposure to declines in gold, silver and precious metals prices by selling forward future production, which may result in lower returns during periods when the prices of gold, silver and precious metals increase.

The gold, silver and precious metals industries can be significantly adversely affected by events relating to international political developments, the success of exploration projects, commodity prices, tax and government regulations and intervention (including government restrictions on private ownership of gold and mining land), changes in inflation or expectations regarding inflation in various countries and investment speculation. If a natural disaster or other event with a significant economic impact occurs in a region where the companies in which the Fund invests operate, such disaster or event could negatively affect the profitability of such companies and, in turn, the Fund’s investment in them. Gold and silver mining companies may also be significantly adversely affected by import controls, worldwide competition, environmental hazards, liability for environmental damage, depletion of resources, industrial accidents, underground fires, seismic activity, labor disputes, unexpected geological formations, availability of appropriately skilled persons, unanticipated ground and water conditions and mandated expenditures for safety and pollution control devices.


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Regulatory Risk. Changes in the laws or regulations of the United States, including any changes to applicable tax laws and regulations, could impair the ability of the Fund to achieve its investment objective and could increase the operating expenses of the Fund. The Adviser is registered as a commodity pool operator under Commodity Exchange Act and the rules of the CFTC and is subject to CFTC regulation with respect to the Fund. The CFTC has adopted rules regarding the disclosure, reporting and recordkeeping requirements that will apply with respect to the Fund as a result of the Adviser’s registration as a commodity pool operator. Generally, these rules allow for substituted compliance with CFTC disclosure and shareholder reporting requirements, based on the Adviser’s compliance with comparable Securities and Exchange Commission requirements. This means that for most of the CFTC’s disclosure and shareholder reporting applicable to the Adviser as the Fund’s commodity pool operator, the Adviser’s compliance with Securities and Exchange Commission disclosure and shareholder reporting will be deemed to fulfill the Adviser’s CFTC compliance obligations. However, as a result of CFTC regulation with respect to the Fund, the Fund may incur additional compliance and other expenses. The Adviser is also registered as a CTA but relies on an exemption with respect to the Fund from CTA regulations available for a CTA that also serves as the Fund’s commodity pool operator. The CFTC has neither reviewed nor approved the Fund, their investment strategies, or this Prospectus.

Risk of Investing in Other Funds. The Fund may invest in shares of other funds, including ETFs. As a result, the Fund will indirectly be exposed to the risks of an investment in the underlying funds. Shares of other funds have many of the same risks as direct investments in common stocks or bonds. In addition, the market value of such funds’ shares is expected to rise and fall as the value of the underlying securities rise and fall. If the shares of such funds are traded on a secondary market, the market value of such funds’ shares may differ from the net asset value of the particular fund. As a shareholder in a fund, the Fund will bear its ratable share of the underlying fund’s expenses. At the same time, the Fund will continue to pay its own investment management fees and other expenses. As a result, the Fund and its shareholders will be absorbing duplicate levels of fees with respect to investments in other funds, including ETFs. The expenses of such underlying funds will not, however, be counted towards the Fund’s expense cap. The Fund is subject to the conditions set forth in provisions of the Investment Company Act of 1940 that limit the amount that the Fund and its affiliates, in the aggregate, can invest in the outstanding voting securities of any one investment company.


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have an operating history or ongoing business other than seeking a transaction, the value of their securities may be particularly dependent on the quality of its management and on the ability of the SPAC’s management to identify and complete a profitable transaction. Some SPACs may pursue transactions only within certain industries or regions, which may increase the volatility of an investment in them. In addition, the securities issued by a SPAC, which may be traded in the over-the-counter market, may become illiquid and/or may be subject to restrictions on resale. Other risks of investing in SPACs include that a significant portion of the monies raised by the SPAC may be expended during the search for a target transaction; an attractive transaction may not be identified at all (or any requisite approvals may not be obtained) and the SPAC may be required to return any remaining monies to shareholders; a transaction once identified or effected may prove unsuccessful and an investment in the SPAC may lose value; the warrants or other rights with respect to the SPAC held by the Fund may expire worthless or may be repurchased or retired by the SPAC at an unfavorable price; and an investment in a SPAC may be diluted by additional later offerings of interests in the SPAC or by other investors exercising existing rights to purchase shares of the SPAC.

Special Risk Considerations of Investing in Australian Issuers. Investments in securities of Australian issuers, including issuers located outside of Australia that generate significant revenues from Australia, involve risks and special considerations not typically associated with investments in the U.S. securities markets. Investments in Australian issuers may subject the Fund to regulatory, political, currency, security, and economic risk specific to Australia. The Australian economy is heavily dependent on exports from the agricultural and mining sectors. As a result, the Australian economy is susceptible to fluctuations in the commodity markets. The Australian economy is also becoming increasingly dependent on its growing services industry. The Australian economy is dependent on trading with key trading partners, including the United States, China, Japan, Singapore and certain European countries. Reduction in spending on Australian products and services, or changes in any of the economies, may cause an adverse impact on the Australian economy.

Additionally, Australia is located in a part of the world that has historically been prone to natural disasters, such as hurricanes, droughts and bushfires, and is economically sensitive to environmental events. Any such event may adversely impact the Australian economy, causing an adverse impact on the value of the Fund.


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in a controlled foreign corporation also will constitute qualifying income to the fund, even if the controlled foreign corporation itself owns commodity-linked futures contracts or swaps. The Fund expects to invest its assets in the Subsidiary, consistent with applicable law and the advice of counsel, in a manner that should permit the Fund to treat income allocable from the Subsidiary as qualifying income. The Internal Revenue Service has issued regulations that treat a fund’s income inclusion with respect to an investment in a non-U.S. company generating investment income as qualifying income if there is a current-year distribution out of the earnings and profits of the non-U.S. company that are attributable to such income inclusion or if the income from the Subsidiary is related to the Fund's business of investing. The Fund intends to treat its income from the Subsidiary as qualifying income. There can be no assurance that the Internal Revenue Service will not change its position with respect to some or all of these issues or if the Internal Revenue Service did so, that a court would not sustain the Internal Revenue Service’s position. Furthermore, the tax treatment of the Fund’s investments in the Subsidiary may be adversely affected by future legislation, court decisions, future Internal Revenue Service guidance or Treasury regulations. If the Internal Revenue Service were to change its position or otherwise determine that income derived from the Fund’s investment in the Subsidiary does not constitute qualifying income and if such positions were upheld, or if future legislation, court decisions, future Internal Revenue Service guidance or Treasury regulations were to adversely affect the tax treatment of such investments, the Fund might cease to qualify as a regulated investment company and would be required to reduce its exposure to such investments which could result in difficulty in implementing its investment strategy. If the Fund did not qualify as a regulated investment company for any taxable year, the Fund’s taxable income would be subject to tax at the Fund level at regular corporate tax rates (without reduction for distributions to shareholders) and to a further tax at the shareholder level when such income is distributed. In such event, in order to re-qualify for taxation as a regulated investment company, the Fund may be required to recognize unrealized gains, pay substantial taxes and interest and make certain distributions.

3. ADDITIONAL INVESTMENT STRATEGIES

ADDITIONAL REGULATORY CONSIDERATIONS

INVESTING DEFENSIVELY

SECURITIES LENDING

4. OTHER INFORMATION AND POLICIES

BENEFICIARIES OF CONTRACTUAL ARRANGEMENTS


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shareholders or other person other than any rights conferred explicitly by federal or state securities laws that may not be waived.

CHANGING THE FUND’S 80% POLICY

The Fund’s policy of investing “at least 80% of its net assets” (which includes net assets plus any borrowings for investment purposes) may be changed by the Board without a shareholder vote, as long as shareholders are given 60 days notice of the change.

CYBER SECURITY

PORTFOLIO HOLDINGS INFORMATION

PORTFOLIO INVESTMENTS


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III. OTHER ADDITIONAL INFORMATION

PAST PERFORMANCE OF A SIMILARLY MANAGED FUND

VanEck International Investors Gold Fund (the “IIG Fund”), a series of VanEck Funds, is a mutual fund with the same investment objective as the Fund that is managed by the Adviser using investment policies and strategies substantially similar to, and not materially different from, those of the Fund. Unlike the Fund, the IIG Fund is a retail mutual fund. Although the Fund is managed in a manner substantially similar to that of the IIG Fund, the performance of the Fund can be expected to differ from the performance of the IIG Fund because of, among other things, differences in their cash flows, fees and expenses (including sales loads and similar charges), portfolio sizes and positions in specific securities.

The performance presented below reflects the impact of the total operating expenses of the IIG Fund, which are lower than the total operating expenses of the Fund. For the fiscal year ended December 31, 2024, the Class A shares of the IIG Fund had a total annual operating expense ratio (net of any fee waivers and expense reimbursements by the Adviser) of 1.42%. The performance figures for the IIG Fund assume the reinvestment of all distributions. Unlike the Fund, shares of the IIG Fund are subject to a sales load. The IIG Fund is managed by the same management team of the Adviser that manages the Fund.

The performance information presented does not represent the Fund’s performance and should not be considered a substitute for the Fund’s performance or a prediction of future performance of the Fund. The Fund’s performance may be higher or lower than the performance of the IIG Fund.

The following table shows the average annual total returns of the Class A shares of the IIG Fund for the stated periods ended December 31, 2024 compared with those of a broad measure of market performance and one or more other performance measures. The average annual total returns are net of applicable sales loads.

CLASS A: Annual Total Returns (%) as of 12/31


Best Quarter:	+73.76%	2Q 2020
Worst Quarter:	-28.61%	2Q 2022


Average Annual Total Returns as of 12/31/2024	1 Year	5 Years	10 Years
Class A Shares (2/10/56)
Before Taxes	8.11%	4.38%	6.48%
After Taxes on Distributions1	5.06%	2.40%	4.75%
After Taxes on Distributions and Sale of Fund Shares	4.81%	2.60%	4.37%
NYSE Arca Gold Miners Index (reflects no deduction for fees, expenses or taxes, except withholding taxes)	10.64%	4.62%	7.69%
MSCI AC World Index (reflects no deduction for fees, expenses or taxes, except withholding taxes)	17.49%	10.06%	9.23%

1 After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. These returns are shown for one class of shares only; after-tax returns for the other classes may vary. Actual after-tax returns depend on your individual tax situation and may differ from those shown in the preceding table. The after-tax return information shown above does not apply to Fund shares held through a tax-advantaged account, such as a 401(k) plan or Investment Retirement Account.


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IV. HOW THE FUND IS MANAGED

1. MANAGEMENT OF THE FUND

INVESTMENT ADVISER

Jan F. van Eck and members of his family own 100% of the voting stock of the Adviser. As of February 28, 2025, the Adviser’s assets under management were approximately $115.81 billion.

THE ADVISER, THE FUND, AND INSURANCE COMPANY SEPARATE ACCOUNTS

FEES PAID TO THE ADVISER

The Fund pays the Adviser a monthly fee at an annual rate of 0.75% of the first $500 million of average daily net assets of the Fund, 0.65% of the next $250 million of average daily net assets and 0.50% of average daily net assets in excess of $750 million. The Adviser also performs accounting and administrative services for the Fund. For these services, the Fund pays the Adviser a monthly fee at the annual rate of 0.25% of the first $750 million of average daily net assets and 0.20% of average daily net assets in excess of $750 million. For purposes of calculating these fees, the net assets of the Fund include the value of the Fund’s interest in the Subsidiary. The Subsidiary does not pay the Adviser a fee for managing the Subsidiary’s portfolio.

The Adviser has agreed to waive fees and/or pay Fund expenses to the extent necessary to prevent the operating expenses of the Fund (excluding acquired fund fees and expenses, interest expense, trading expenses, dividends and interest payments on securities sold short, taxes and extraordinary expenses) from exceeding 1.45% for Class S shares of the Fund’s average daily net assets per year until May 1, 2026. During such time, the expense limitation is expected to continue until the Board acts to discontinue all or a portion of such expense limitation.

The Adviser may hire and terminate sub-advisers in accordance with the terms of an exemptive order obtained by the Fund and the Adviser from the SEC under which the Adviser is permitted, subject to supervision and approval of the Board, to enter into and materially amend sub-advisory agreements without seeking shareholder approval. The Adviser will furnish shareholders of the Fund with information regarding a new sub-adviser within 90 days of the hiring of the new sub-adviser. Currently, the Adviser has not hired a sub-adviser to assist with the portfolio management of the Fund.

For the Fund’s most recent fiscal year, the advisory fee paid to the Adviser was as follows:


VanEck VIP Trust			As a % of average daily net assets
VanEck VIP Global Gold Fund			0.75%

A discussion regarding the basis for the Board’s approval of the investment advisory agreement of the Fund is available in the Trust’s filing on Form N-CSR for the period ended June 30, 2024.

PORTFOLIO MANAGER

VANECK VIP GLOBAL GOLD FUND

Imaru Casanova, Portfolio Manager of the Fund, is primarily responsible for the day-to-day portfolio management of the Fund.

Imaru Casanova. Ms. Casanova is Portfolio Manager of the Fund. She joined the Adviser in 2011 and also currently serves as a senior precious metals analyst on the investment team for various funds advised by the Adviser.

Additionally, Joseph M. Foster, former Portfolio Manager of the Fund, serves as Gold Strategist.

Joseph M. Foster. Mr. Foster is the former Portfolio Manager of the Fund and currently serves as Gold Strategist. He has been with the Adviser since 1996.

The SAI provides additional information about the above Portfolio Manager, her compensation, other accounts she manages, and her securities ownership in the Fund.


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THE TRUST

For more information on the Trust, the Board and the Officers of the Trust, see “General Information,” “Description of the Trust” and “Trustees and Officers” in the SAI.

THE DISTRIBUTOR

PLAN OF DISTRIBUTION (12B-1)

Class S shares are subject to distribution and/or service (12b-1) fees under a plan adopted pursuant to Rule 12b-1 under the 1940 Act. Under the plan of distribution, Class S shares are subject to distribution and/or service fees of 0.25% of average daily net assets of the class. Of the amounts expended under the plan for the fiscal year ended December 31, 2024, approximately 100% was paid to intermediaries who sold shares or serviced accounts of the Fund shareholders. Because the distribution and/or service (12b-1) fees are paid out of the Fund’s assets on an on-going basis over time, these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.

THE CUSTODIAN

State Street Bank & Trust Company

One Lincoln Street

Boston, MA 02111

THE TRANSFER AGENT

SS&C GIDS, Inc.

801 Pennsylvania Avenue, Suite 218407

Kansas City, MO 64105-1307

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PricewaterhouseCoopers LLP

300 Madison Avenue

New York, NY 10017


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COUNSEL

Stradley Ronon Stevens and Young, LLP

2005 Market Street, Suite 2600

Philadelphia, PA 19103

2. TAXES

3. HOW THE FUND SHARES ARE PRICED


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trading in depositary receipts and futures, if applicable, and/or research evaluations by its staff, in determining what it believes is the fair valuation of the portfolio securities valued by such independent pricing service.

4. SHAREHOLDER INFORMATION

FREQUENT TRADING POLICY

For further information about the Fund, please call or write your insurance company, or call 800-826-2333, or write to the Fund at the address on the back cover page.


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V. LICENSE AGREEMENTS AND DISCLAIMERS

The NYSE Arca Gold Miners Index included in the Fund’s performance table is a product of ICE Data Indices, LLC (“ICE Data”), and/or its affiliates and has been licensed for use by the Adviser. Redistribution or reproduction in whole or in part are prohibited without written permission of ICE Data. For more information on any of the ICE Data indices please visit www.indices.ice.com. Neither ICE Data, their affiliates nor their third party licensors make any representation or warranty, express or implied, as to the ability of any index to accurately represent the asset class or market sector that it purports to represent and neither ICE Data, their affiliates nor their third party licensors shall have any liability for any errors, omissions, or interruptions of any index or the data included therein.

Source ICE Data Indices, LLC (“ICE Data”) is used with permission.

THE NYSE ARCA GOLD MINERS INDEX (THE “INDEX”) INCLUDED IN THE FUND’S PERFORMANCE TABLE IS A PRODUCT OF ICE DATA INDICES, LLC (“ICE DATA”) AND IS USED WITH PERMISSION. ICE® IS A REGISTERED TRADEMARK OF ICE DATA OR ITS AFFILIATES, AND BOFA® IS A REGISTERED TRADEMARK OF BANK OF AMERICA CORPORATION LICENSED BY BANK OF AMERICA CORPORATION AND ITS AFFILIATES ("BOFA") AND MAY NOT BE USED WITHOUT BOFA'S PRIOR WRITTEN APPROVAL. ICE DATA, ITS AFFILIATES AND THEIR RESPECTIVE THIRD PARTY SUPPLIERS DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS, EXPRESS AND/OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, INCLUDING THE INDICES, INDEX DATA AND ANY DATA INCLUDED IN, RELATED TO, OR DERIVED THEREFROM. NEITHER ICE DATA, ITS AFFILIATES NOR THEIR RESPECTIVE THIRD PARTY SUPPLIERS SHALL BE SUBJECT TO ANY DAMAGES OR LIABILITY WITH RESPECT TO THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE INDICES OR THE INDEX DATA OR ANY COMPONENT THEREOF, AND THE INDICES AND INDEX DATA AND ALL COMPONENTS THEREOF ARE PROVIDED ON AN “AS IS” BASIS AND YOUR USE IS AT YOUR OWN RISK. INCLUSION OF A SECURITY WITHIN AN INDEX IS NOT A RECOMMENDATION BY ICE DATA TO BUY, SELL, OR HOLD SUCH SECURITY, NOR IS IT CONSIDERED TO BE INVESTMENT ADVICE. ICE DATA, ITS AFFILIATES AND THEIR RESPECTIVE THIRD PARTY SUPPLIERS DO NOT SPONSOR, ENDORSE, OR RECOMMEND VAN ECK ASSOCIATES CORPORATION, OR ANY OF ITS PRODUCTS OR SERVICES.

The MSCI AC World Index included in the Fund’s performance table is a product of MSCI Inc. and/or its affiliates and has been licensed for use by the Adviser. Redistribution or reproduction in whole or in part are prohibited without written permission of MSCI Inc. For more information on any of the MSCI indices please visit www.msci.com. Neither MSCI, their affiliates nor their third party licensors make any representation or warranty, express or implied, as to the ability of any index to accurately represent the asset class or market sector that it purports to represent and neither MSCI, their affiliates nor their third party licensors shall have any liability for any errors, omissions, or interruptions of any index or the data included therein.

Source MSCI is used with permission.


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VI. FINANCIAL HIGHLIGHTS

The financial highlights table that follows is intended to help you understand the Fund’s Class S shares financial performance for the past five years. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). The information for the fiscal years ended December 31, 2022, December 31, 2023 and December 31, 2024 has been audited by PricewaterhouseCoopers LLP, the Fund’s independent registered public accounting firm, whose report, along with the Fund’s financial statements are included in the Fund’s filings on Form N-CSR, which are available upon request. The information for periods prior to the fiscal year ended December 31, 2022 has been audited by another independent registered public accounting firm. Total return does not include fees and expenses imposed under your variable annuity contract and/or life insurance policy. If these amounts were reflected, the return would be lower than that shown.


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CONSOLIDATED FINANCIAL HIGHLIGHTS

For a share outstanding throughout each year:


	Year Ended December 31,
	2024			2023			2022			2021			2020
Net asset value, beginning of year	$	8.38		$	7.59		$	8.77		$	11.68		$	8.63
Net investment income (loss) (a)	(0.01)			0.02			0.03			(0.01)			(0.05)
Net realized and unrealized gain (loss) on investments	1.24			0.77			(1.21)			(1.67)			3.40
Total from investment operations	1.23			0.79			(1.18)			(1.68)			3.35
Distributions from:
Net investment income	(0.28)			—			—			(1.23)			(0.30)
Net asset value, end of year	$	9.33		$	8.38		$	7.59		$	8.77		$	11.68
Total return (b)	14.41		%	10.41		%	(13.45)		%	(13.91)		%	38.62		%

Ratios to average net assets
Gross expenses	1.58		%	1.55		%	1.53		%	1.58		%	1.65		%
Net expenses	1.45		%	1.45		%	1.45		%	1.45		%	1.45		%
Net investment income (loss)	(0.15)		%	0.23		%	0.35		%	(0.08)		%	(0.51)		%
Supplemental data
Net assets, end of year (in millions)	$58			$54			$46			$51			$60
Portfolio turnover rate (c)	44		%	35		%	39		%	38		%	39		%

(a) Calculated based upon average shares outstanding
(b) Returns are not annualized and include adjustments required by U.S. Generally Accepted Accounting Principles and may differ from net asset values and performance reported elsewhere by the Fund. Returns do not include fees and expenses imposed under your variable annuity contract and/or life insurance policy. If these fees and expenses were included the returns would be lower.
(c) Portfolio turnover is not annualized.


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Call VanEck at 800.826.2333, or visit the VanEck website at vaneck.com to request, free of charge, the annual or semi-annual reports, the SAI or other information about the Fund.



VanEck VIP Trust 666 Third Avenue New York, NY 10017 REGISTRATION NUMBER: 811-05083 VIPGOLDSPRO			800.826.2333 \| vaneck.com

(05/2025)


May 1, 2025 Prospectus

VanEck VIP Global Resources Fund

Initial Class Shares

Class S Shares

800.826.2333 | vaneck.com


TABLE OF CONTENTS
I. Summary Information			3
VanEck VIP Global Resources Fund (Initial Class, Class S)			3
II. Investment Objective, Strategies, Policies, Risks and Other Information			12
1. Investment Objective			12
2. Additional Information About Principal Investment Strategies and Risks			12
3. Additional Investment Strategies			21
4. Other Information and Policies			21
III. How the Fund is Managed			23
1. Management of the Fund			23
2. Taxes			26
3. How the Fund Shares are Priced			26
4. Shareholder Information			27
IV. License Agreements and Disclaimers			28
V. Financial Highlights			29


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VANECK VIP GLOBAL RESOURCES FUND (INITIAL CLASS, CLASS S)

I. SUMMARY INFORMATION

INVESTMENT OBJECTIVE

The VanEck VIP Global Resources Fund seeks long-term capital appreciation by investing primarily in global resource securities. Income is a secondary consideration.

FUND FEES AND EXPENSES

Annual Fund Operating Expenses

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


	Initial Class	Class S
Management Fees	0.95%	0.95%
Distribution and/or Service (12b-1) Fees	N/A	0.25%
Other Expenses	0.11%	0.10%
Total Annual Fund Operating Expenses1	1.06%	1.30%

1 Total Annual Fund Operating Expenses have been restated to reflect current fees.

EXPENSE EXAMPLE


	Share Status	1 Year	3 Years	5 Years	10 Years
Initial Class	Sold or Held	$108	$337	$585	$1,294
Class S	Sold or Held	$132	$412	$713	$1,568

PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES

Under normal conditions, the Fund invests at least 80% of its net assets in securities of global resource companies and instruments that derive their value from "global resources". Global resources include precious metals (including gold), base and industrial metals, energy, natural resources and other commodities. A global resource company is a company that derives, directly or indirectly, at least 50% of its revenues from exploration, development, production, distribution or facilitation of processes relating to global resources. The Fund concentrates its investments in the securities of global resource companies and instruments that derive their value from global resources.

The Fund may invest without limitation in any one global resources sector and is not required to invest any portion of its assets in any one global resources sector. The Fund may invest in securities of companies located anywhere in the world, including the U.S. Under ordinary circumstances, the Fund will invest in securities of issuers from a number of different countries, and may invest any amount of its assets in emerging markets. The Fund may invest in securities of companies of any capitalization range. Utilizing qualitative and quantitative measures, the Fund’s investment management team selects equity securities of companies that it believes represent value opportunities and/or that have growth potential. Candidates for the Fund’s portfolio are evaluated based on their relative desirability using a wide range of criteria and are regularly reviewed to ensure that they continue to offer absolute and relative desirability. 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 Van Eck Associates Corporation’s (the “Adviser”) fundamental assessment of a company or country.


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The Fund may use derivative instruments, such as structured notes, warrants, currency forwards, futures contracts, options and swap agreements, to gain or hedge exposure to global resources, global resource companies and other assets. The Fund may enter into foreign currency transactions to attempt to moderate the effect of currency fluctuations. The Fund may write covered call options on portfolio securities to the extent that the value of all securities with respect to which covered calls are written does not exceed 10% of the Fund’s net asset value. The Fund may also invest up to 20% of its net assets in securities issued by other investment companies, including exchange-traded funds (“ETFs”). The Fund may also invest in money market funds, but these investments are not subject to this limitation. The Fund may invest in ETFs to participate in, or gain exposure to, certain market sectors, or when direct investments in certain countries are not permitted or available.

PRINCIPAL RISKS

The Fund may be required, for federal income tax purposes, to mark-to-market and recognize as income for each taxable year any net unrealized gains and losses on certain futures contracts and option contracts as of the end of the year as well as those actually realized during the year. Gain or loss from futures contracts required to be marked-to-market will be 60% long-term and 40% short-term capital gain or loss if held directly by the Fund. The Fund may be required to defer the recognition of losses on futures contracts or certain option contracts to the extent of any unrecognized gains on related positions held by the Fund.


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an underlying asset or indicator, a derivative typically does not carry the same rights as would be the case if the Fund invested directly in the underlying securities, currencies or other assets.


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dividends, initiating corporate actions, and following corporate activity is not as well developed in emerging market countries as is the case in certain more developed markets.


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which may occur as a result of the delays described above, the Fund may be required to liquidate certain investments and/or borrow money in order to fund such redemption. The liquidation of investments, if required, could be at disadvantageous prices or otherwise have an adverse impact on the Fund’s performance (e.g., by causing the Fund to overweight foreign currency denominated holdings and underweight other holdings which were sold to fund redemptions). In addition, the Fund will incur interest expense on any borrowings and the borrowings will cause the Fund to be leveraged, which may magnify gains and losses on its investments.


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impact on the Fund’s investments. Foreign market trading hours, clearance and settlement procedures, and holiday schedules may limit the Fund's ability to buy and sell securities.

Risk of Investing in Other Funds. The Fund may invest in shares of other funds, including ETFs. As a result, the Fund will indirectly be exposed to the risks of an investment in the underlying funds. As a shareholder in a fund, the Fund would bear its ratable share of that entity’s expenses. At the same time, the Fund would continue to pay its own investment management fees and other expenses. As a result, the Fund and its shareholders will be absorbing additional levels of fees with respect to investments in other funds, including ETFs.


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PERFORMANCE

INITIAL CLASS: Annual Total Returns (%) as of 12/31


Best Quarter:	+32.38%	2Q 2020
Worst Quarter:	-39.50%	1Q 2020


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Average Annual Total Returns as of 12/31/2024	1 Year	5 Years	10 Years
Initial Class Shares (9/1/89)	-2.83%	7.54%	0.82%
Class S Shares (5/1/06)	-3.09%	7.28%	0.57%
S&P® Global Natural Resources Index (reflects no deduction for fees, expenses or taxes, except withholding taxes)	-8.85%	5.13%	4.63%

MSCI AC World Index (reflects no deduction for fees, expenses or taxes, except withholding taxes)	17.49%	10.06%	9.23%

See “License Agreements and Disclaimers” for important information.

PORTFOLIO MANAGEMENT

Investment Adviser. Van Eck Associates Corporation

Portfolio Managers.

Shawn Reynolds has been Portfolio Manager of the Fund since 2010. Charles T. Cameron has been Deputy Portfolio Manager of the Fund since 2016 and a member of the investment team since 1995. Mr. Cameron has also been an investment team member on various funds managed by the Adviser since 1995.

PURCHASE AND SALE OF FUND SHARES

TAX INFORMATION

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES


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II. INVESTMENT OBJECTIVE, STRATEGIES, POLICIES, RISKS AND OTHER INFORMATION

1. INVESTMENT OBJECTIVE

The VanEck VIP Global Resources Fund seeks long-term capital appreciation by investing primarily in global resource securities. Income is a secondary consideration.

The Fund’s investment objective is fundamental and may only be changed with shareholder approval.

2. ADDITIONAL INFORMATION ABOUT PRINCIPAL INVESTMENT STRATEGIES AND RISKS

Agriculture Companies Risk.The Fund may be sensitive to, and its performance may depend to a greater extent on, the overall condition of the agriculture companies. Economic forces affecting agricultural companies and related industries, including forces affecting the agricultural commodity prices, labor costs, and energy and financial markets, could adversely affect the Fund’s portfolio companies and thus, the Fund’s financial situation and profitability. Agricultural and livestock production and trade flows are significantly affected by government policies and regulations. Such policies and regulations include subsidy policies and the imposition of taxes, tariffs, duties and import and export restrictions, and can affect the planting/raising of certain crops/livestock versus other uses of resources, the location and site of crop and livestock production, whether processed or unprocessed commodity products are traded and the volume and types of imports and exports. Agriculture companies may be subject to the risk of liability for environmental damage, worker safety, depletion of resources, mandated expenditures for safety and pollution control devices, and litigation. An increased competitive landscape, caused by increased availability of food and other agricultural commodities, economic recession, labor difficulties or changing consumer tastes and spending, may lead to a decrease in demand for the products and services provided by companies involved in agriculture. Furthermore, companies involved in agriculture are particularly sensitive to changing weather conditions and other natural disasters, including floods, droughts and disease outbreaks. In addition, these companies are also subject to risks associated with cyclicality of revenues and earnings, currency fluctuations, changing consumer tastes, extensive competition, consolidation, and excess capacity. In addition, agriculture companies must comply with a broad range of environmental health, food safety and worker safety laws and regulations which could adversely affect the Fund. Additional or more stringent environmental and food safety laws and regulations may be enacted in the future and such changes could have a material adverse effect on the business of the agriculture companies.


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losses on futures contracts or certain option contracts to the extent of any unrecognized gains on related positions held by the Fund.


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prices for such securities and the timing of purchases and sales. Emerging markets can experience high rates of inflation, deflation and currency devaluation. The prices of certain securities listed on securities markets in emerging market countries have been subject to sharp fluctuations and sudden declines, and no assurance can be given as to the future performance of listed securities in general. Volatility of prices may be greater than in more developed securities markets. Moreover, securities markets in emerging market countries may be closed for extended periods of time or trading on securities markets may be suspended altogether due to political or civil unrest. Market volatility may also be heightened by the actions of a small number of investors. Brokerage firms in emerging market countries may be fewer in number and less established than brokerage firms in more developed markets. Since the Fund may need to effect securities transactions through these brokerage firms, the Fund is subject to the risk that these brokerage firms will not be able to fulfill their obligations to the Fund. This risk is magnified to the extent the Fund effects securities transactions through a single brokerage firm or a small number of brokerage firms. In addition, the infrastructure for the safe custody of securities and for purchasing and selling securities, settling trades, collecting dividends, initiating corporate actions, and following corporate activity is not as well developed in emerging market countries as is the case in certain more developed markets.


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securities of issuers located or operating in emerging market countries and may inhibit the Fund’s ability to meet its investment objective. In addition, the Fund may not be able to buy or sell securities or receive full value for such securities. Moreover, certain emerging market countries may require governmental approval or special licenses prior to investments by foreign investors and may limit the amount of investments by foreign investors in a particular industry and/or issuer; may limit such foreign investment to a certain class of securities of an issuer that may have less advantageous rights than the classes available for purchase by domiciliaries of such emerging market countries; and/or may impose additional taxes on foreign investors. A delay in obtaining a required government approval or a license would delay investments in those emerging market countries, and, as a result, the Fund may not be able to invest in certain securities while approval is pending. The government of certain emerging market countries may also withdraw or decline to renew a license that enables the Fund to invest in such country. These factors make investing in issuers located or operating in emerging market countries significantly riskier than investing in issuers located or operating in more developed countries, and any one of them could cause a decline in the net asset value of the Fund.


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foreign sub-custodians may be recently organized or otherwise lack extensive operating experience. In addition, in certain emerging market countries there may be legal restrictions or limitations on the ability of the Fund to recover assets held in custody by a foreign sub-custodian in the event of the bankruptcy of the sub-custodian. Because settlement systems in emerging market countries may be less organized than in other developed markets, there may be a risk that settlement may be delayed and that cash or securities of the Fund may be in jeopardy because of failures of or defects in the systems. Under the laws in many emerging market countries, the Fund may be required to release local shares before receiving cash payment or may be required to make cash payment prior to receiving local shares, creating a risk that the Fund may surrender cash or securities without ever receiving securities or cash from the other party. Settlement systems in emerging market countries also have a higher risk of failed trades and back to back settlements may not be possible.


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portfolio may decline in price if the issuer fails to make anticipated dividend payments. Equity securities are subordinated to preferred securities and debt in a company’s capital structure with respect to priority to a share of corporate income, and therefore will be subject to greater dividend risk than preferred securities or debt instruments. In addition, while broad market measures of equity securities have historically generated higher average returns than fixed income securities, equity securities have generally also experienced significantly more volatility in those returns.


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communications or be permitted to vote the securities that it holds, as the issuers may be under no legal obligation to distribute shareholder communications.


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circumstances, such events or developments might affect companies world-wide. Overall securities values could decline generally or underperform other investments. An investment may lose money.

Money Market Funds Risk. Although a money market fund is designed to be a relatively low risk investment, it is subject to certain risks. An investment in a money market fund is not a bank account and is not insured or guaranteed by a Federal Deposit Insurance Corporation or any other government agency. Although money market funds seek to maintain a net asset value of $1.00 per share, it is possible that the Fund may lose money by investing in a money market fund.

Risk of Investing in Other Funds. The Fund may invest in shares of other funds, including ETFs. As a result, the Fund will indirectly be exposed to the risks of an investment in the underlying funds. Shares of other funds have many of the same risks as direct investments in common stocks or bonds. In addition, the market value of such funds’ shares is expected to rise and fall as the value of the underlying securities rise and fall. If the shares of such funds are traded on a secondary market, the market value of such funds’ shares may differ from the net asset value of the particular fund. As a shareholder in a fund, the Fund will bear its ratable share of the underlying fund’s expenses. At the same time, the Fund will continue to pay its own investment management fees and other expenses. As a result, the Fund and its shareholders will be absorbing duplicate levels of fees with respect to investments in other funds, including ETFs. The expenses of such underlying funds will not, however, be counted towards the Fund’s expense cap. The Fund is subject to the conditions set forth in provisions of the Investment Company Act of 1940 that limit the amount that the Fund and its affiliates, in the aggregate, can invest in the outstanding voting securities of any one investment company.


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or around the time of effecting a transaction. In some cases, the Fund may forfeit its right to receive additional warrants or other interests in the SPAC if it redeems its interest in the SPAC in connection with a transaction. Because SPACs often do not have an operating history or ongoing business other than seeking a transaction, the value of their securities may be particularly dependent on the quality of its management and on the ability of the SPAC’s management to identify and complete a profitable transaction. Some SPACs may pursue transactions only within certain industries or regions, which may increase the volatility of an investment in them. In addition, the securities issued by a SPAC, which may be traded in the over-the-counter market, may become illiquid and/or may be subject to restrictions on resale. Other risks of investing in SPACs include that a significant portion of the monies raised by the SPAC may be expended during the search for a target transaction; an attractive transaction may not be identified at all (or any requisite approvals may not be obtained) and the SPAC may be required to return any remaining monies to shareholders; a transaction once identified or effected may prove unsuccessful and an investment in the SPAC may lose value; the warrants or other rights with respect to the SPAC held by the Fund may expire worthless or may be repurchased or retired by the SPAC at an unfavorable price; and an investment in a SPAC may be diluted by additional later offerings of interests in the SPAC or by other investors exercising existing rights to purchase shares of the SPAC.


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3. ADDITIONAL INVESTMENT STRATEGIES

ADDITIONAL REGULATORY CONSIDERATIONS

INVESTMENTS IN OTHER EQUITY AND FIXED INCOME SECURITIES

INVESTING DEFENSIVELY

SECURITIES LENDING

4. OTHER INFORMATION AND POLICIES

BENEFICIARIES OF CONTRACTUAL ARRANGEMENTS

CHANGING THE FUND’S 80% POLICY

CYBER SECURITY


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of Fund shareholders to transact business and the Fund to process transactions; the inability to calculate the Fund’s net asset value; violations of applicable privacy and other laws; regulatory fines, penalties, reputational damage, reimbursement or other compensation costs; and/or additional compliance costs. The Fund may incur additional costs for cyber security risk management and remediation purposes. In addition, cyber security risks may also impact issuers of securities in which the Fund invests, which may cause the Fund’s investments in such issuers to lose value. There can be no assurance that the Fund or its service providers will not suffer losses relating to cyber attacks or other information security breaches in the future.

PORTFOLIO HOLDINGS INFORMATION

PORTFOLIO INVESTMENTS


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III. HOW THE FUND IS MANAGED

1. MANAGEMENT OF THE FUND

INVESTMENT ADVISER

Jan F. van Eck and members of his family own 100% of the voting stock of the Adviser. As of February 28, 2025, the Adviser’s assets under management were approximately $115.81 billion.

THE ADVISER, THE FUND, AND INSURANCE COMPANY SEPARATE ACCOUNTS

FEES PAID TO THE ADVISER

The Fund pays the Adviser a monthly fee at the annual rate of 0.95% of the first $500 million of the Fund’s average daily net assets, 0.90% of the next $250 million of the Fund’s average daily net assets and 0.70% of the Fund’s average daily net assets in excess of $750 million. This includes the fee paid to the Adviser for accounting and administrative services.

The Adviser has agreed to waive fees and/or pay Fund expenses to the extent necessary to prevent the operating expenses of the Fund (excluding acquired fund fees and expenses, interest expense, trading expenses, dividends and interest payments on securities sold short, taxes and extraordinary expenses) from exceeding 1.20% for Initial Class shares and 1.45% for Class S shares of the Fund’s average daily net assets per year until May 1, 2026. During such time, the expense limitation is expected to continue until the Board acts to discontinue all or a portion of such expense limitation.

For the Fund’s most recent fiscal year, the advisory fee paid to the Adviser was as follows:


VanEck VIP Trust			As a % of average daily net assets
VanEck VIP Global Resources Fund			0.95%1

1 Effective July 1, 2024 (the “Effective Date”), the Adviser to the Fund agreed to lower the management fee for the Fund from 1.00% to 0.95% of the first $500 million of average daily net assets of the Fund.

A discussion regarding the basis for the Board’s approval of the Advisory Agreement is available in the Trust’s filing on Form N-CSR for the period ended June 30, 2024.

PORTFOLIO MANAGERS

VANECK VIP GLOBAL RESOURCES FUND

Shawn Reynolds, Portfolio Manager of the Fund, is primarily responsible for the day-to-day portfolio management of the Fund.

Shawn Reynolds. Mr. Reynolds is Portfolio Manager of the Fund and is primarily responsible for company research and portfolio construction. He has been with the Adviser since 2005 and has over 30 years of experience in the international and financial markets. Prior to joining the Adviser, Mr. Reynolds was an analyst covering U.S. oil and gas exploration and production companies at Petrie Parkman & Co. He has also served as an analyst with Credit Suisse First Boston, Goldman Sachs and Lehman Brothers.

Charles T. Cameron. Mr. Cameron is Deputy Portfolio Manager of the Fund and is primarily responsible for macroeconomic strategy and trading oversight. He has been with the Adviser since 1995 and has over 35 years of experience in the international and financial markets. Prior to joining the Adviser, Mr. Cameron was a trader in both the Eurobond and emerging market debt for Standard Chartered.

The SAI provides additional information about the above Portfolio Managers, their compensation, other accounts they manage, and their securities ownership in the Fund.


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THE TRUST

For more information on the Trust, the Trustees and the Officers of the Trust, see “General Information,” “Description of the Trust” and “Trustees and Officers” in the SAI.

THE DISTRIBUTOR


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PLAN OF DISTRIBUTION (12b-1) (Class S Shares only)

Although the Fund offers two classes of shares to investors, only the Class S shares are subject to distribution and/or service (12b-1) fees under a plan adopted pursuant to Rule 12b-1 under the 1940 Act. Under the plan of distribution, Class S shares are subject to distribution and/or service (12b-1) fees of 0.25% of average daily net assets of the class. Of the amounts expended under the plan for the fiscal year ended December 31, 2024, approximately 100% was paid to intermediaries who sold shares or serviced accounts of Fund shareholders. Because the distribution and/or service (12b-1) fees are paid out of the Fund’s assets on an on-going basis over time, these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.

THE CUSTODIAN

State Street Bank & Trust Company

One Lincoln Street

Boston, MA 02111

THE TRANSFER AGENT

SS&C GIDS, Inc.

801 Pennsylvania Avenue, Suite 218407

Kansas City, MO 64105-1307

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PricewaterhouseCoopers LLP

300 Madison Avenue

New York, NY 10017

COUNSEL

Stradley Ronon Stevens and Young, LLP

2005 Market Street, Suite 2600

Philadelphia, PA 19103


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2. TAXES

3. HOW THE FUND SHARES ARE PRICED


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pursuant to the Fund’s fair value procedures, there can be material differences between a fair value price at which a portfolio security or other asset is being carried and the price at which it is purchased or sold. Furthermore, changes in the fair valuation of portfolio securities or other assets may be less frequent, and of greater magnitude, than changes in the price of portfolio securities or other assets valued by an independent pricing service, or based on market quotations.

4. SHAREHOLDER INFORMATION

FREQUENT TRADING POLICY

For further information about the Fund, please call or write your insurance company, or call 800-826-2333, or write to the Fund at the address on the back cover page.


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LICENSE AGREEMENTS AND DISCLAIMERS

The S&P Global Natural Resources Index included in the Fund’s performance table is a product of S&P Dow Jones Indices LLC (“S&P”) and/or its affiliates and has been licensed for use by the Adviser. Redistribution or reproduction in whole or in part are prohibited without written permission of S&P. For more information on any of the S&P indices please visit www.spglobal.com/spdji/en/. Neither S&P, their affiliates nor their third party licensors make any representation or warranty, express or implied, as to the ability of any index to accurately represent the asset class or market sector that it purports to represent and neither S&P, their affiliates nor their third party licensors shall have any liability for any errors, omissions, or interruptions of any index or the data included therein.

© 2025 S&P Dow Jones Indices. All rights reserved. Redistribution or reproduction in whole or in part is prohibited without written permission. S&P, S&P 500, US 500, The 500, iBoxx, CDX, iTraxx are trademarks of S&P Global, Inc. or its affiliates; DOW JONES is a registered trademark of Dow Jones Trademark Holdings LLC; and these trademarks have been licensed to S&P Dow Jones Indices. S&P Dow Jones Indices LLC, Dow Jones, S&P and their respective affiliates (“S&P Dow Jones Indices”) and third party licensors makes no representation or warranty, express or implied, as to the ability of any index to accurately represent the asset class or market sector that it purports to represent and S&P Dow Jones Indices and its third party licensors shall have no liability for any errors, omissions, or interruptions of any index or the data included therein. Past performance of an index is not an indication or guarantee of future results. This document does not constitute an offer of any services. Except for certain custom index calculation services, all information provided by S&P Dow Jones Indices is general in nature and not tailored to the needs of any person, entity or group of persons. S&P Dow Jones Indices receives compensation in connection with licensing its indices to third parties and providing custom calculation services. It is not possible to invest directly in an index. Exposure to an asset class represented by an index may be available through investable instruments offered by third parties that are based on that index. S&P Dow Jones Indices does not sponsor, endorse, sell, promote or manage any investment fund or other investment product or vehicle that seeks to provide an investment return based on the performance of any Index. S&P Dow Jones Indices LLC is not an investment or tax advisor. S&P Dow Jones Indices makes no representation regarding the advisability of investing in any such investment fund or other investment product or vehicle. A tax advisor should be consulted to evaluate the impact of any tax-exempt securities on portfolios and the tax consequences of making any particular investment decision. Credit-related information and other analyses, including ratings, are generally provided by licensors and/or affiliates of S&P Dow Jones Indices. Any credit-related information and other related analyses and statements are opinions as of the date they are expressed and are not statements of fact. S&P Dow Jones Indices LLC is analytically separate and independent from any other analytical department. For more information on any of our indices please visit www.spglobal.com/spdji/en/.

Source MSCI is used with permission.


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FINANCIAL HIGHLIGHTS

The financial highlights tables that follow are intended to help you understand the Fund’s financial performance for the past five years. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). The information for the fiscal years ended December 31, 2022, December 31, 2023 and December 31, 2024 has been audited by PricewaterhouseCoopers LLP, the Fund’s independent registered public accounting firm, whose report, along with the Fund’s financial statements are included in the Fund’s filings on Form N-CSR, which are available upon request. The information for periods prior to the fiscal year ended December 31, 2022 has been audited by another independent registered public accounting firm. Total returns do not include fees and expenses imposed under your variable annuity contract and/or life insurance policy. If these amounts were reflected, the returns would be lower than those shown.


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FINANCIAL HIGHLIGHTS

For a share outstanding throughout each year:


	Initial Class
	Year Ended December 31,
	2024			2023			2022			2021			2020
Net asset value, beginning of year	$	26.59		$	28.39		$	26.61		$	22.48		$	19.04
Net investment income (a)	0.71			0.61			0.69			0.40			0.13
Net realized and unrealized gain (loss) on investments	(1.41)			(1.63)			1.57			3.84			3.47
Total from investment operations	(0.70)			(1.02)			2.26			4.24			3.60
Distributions from:
Net investment income	(0.71)			(0.78)			(0.48)			(0.11)			(0.16)
Net asset value, end of year	$	25.18		$	26.59		$	28.39		$	26.61		$	22.48
Total return (b)	(2.83)		%	(3.58)		%	8.39		%	18.92		%	19.11		%

Ratios to average net assets
Expenses	1.09		%	1.12		%	1.09		%	1.09		%	1.13		%
Expenses excluding interest and taxes	1.09		%	1.12		%	1.08		%	N/A			N/A
Net investment income	2.65		%	2.23		%	2.37		%	1.54		%	0.79		%
Supplemental data
Net assets, end of year (in millions)	$120			$151			$192			$169			$149
Portfolio turnover rate (c)	57		%	44		%	55		%	27		%	40		%

(a) Calculated based upon average shares outstanding
(b) Returns are not annualized and include adjustments required by U.S. Generally Accepted Accounting Principles and may differ from net asset values and performance reported elsewhere by the Fund. Returns do not include fees and expenses imposed under your variable annuity contract and/or life insurance policy. If these fees and expenses were included the returns would be lower.
(c) Portfolio turnover is not annualized.


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FINANCIAL HIGHLIGHTS

For a share outstanding throughout each year:


	Class S
	Year Ended December 31,
	2024			2023			2022			2021			2020
Net asset value, beginning of year	$	25.42		$	27.16		$	25.49		$	21.55		$	18.26
Net investment income (a)	0.63			0.52			0.59			0.33			0.09
Net realized and unrealized gain (loss) on investments	(1.37)			(1.57)			1.51			3.69			3.32
Total from investment operations	(0.74)			(1.05)			2.10			4.02			3.41
Distributions from:
Net investment income	(0.63)			(0.69)			(0.43)			(0.08)			(0.12)
Net asset value, end of year	$	24.05		$	25.42		$	27.16		$	25.49		$	21.55
Total return (b)	(3.09)		%	(3.84)		%	8.12		%	18.68		%	18.83		%

Ratios to average net assets
Expenses	1.33		%	1.36		%	1.33		%	1.34		%	1.38		%
Net investment income	2.44		%	1.99		%	2.14		%	1.31		%	0.55		%
Supplemental data
Net assets, end of year (in millions)	$135			$160			$213			$173			$144
Portfolio turnover rate (c)	57		%	44		%	55		%	27		%	40		%

(a) Calculated based upon average shares outstanding
(b) Returns are not annualized and include adjustments required by U.S. Generally Accepted Accounting Principles and may differ from net asset values and performance reported elsewhere by the Fund. Returns do not include fees and expenses imposed under your variable annuity contract and/or life insurance policy. If these fees and expenses were included the returns would be lower.
(c) Portfolio turnover is not annualized.


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Call VanEck at 800.826.2333, or visit the VanEck website at vaneck.com to request, free of charge, the annual or semi-annual reports, the SAI or other information about the Fund.



VanEck VIP Trust 666 Third Avenue New York, NY 10017 Registration Number: 811-05083 VIPGRPRO			800.826.2333 \| vaneck.com

(05/2025)


May 1, 2025 Prospectus

VanEck VIP Emerging Markets Bond Fund

Class S Shares

800.826.2333 | vaneck.com


TABLE OF CONTENTS
I. Summary Information			3
VanEck VIP Emerging Markets Bond Fund (Class S)			3
II. Investment Objective, Strategies, Policies, Risks and Other Information			13
1. Investment Objective			13
2. Additional Information About Principal Investment Strategies and Risks			13
3. Additional Investment Strategies			22
4. Other Information and Policies			23
III. How the Fund is Managed			25
1. Management of the Fund			25
2. Taxes			26
3. How the Fund Shares are Priced			27
4. Shareholder Information			28
IV. License Agreements and Disclaimers			29
V. Financial Highlights			30


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VANECK VIP EMERGING MARKETS BOND FUND (CLASS S)

I. SUMMARY INFORMATION

INVESTMENT OBJECTIVE

The VanEck VIP Emerging Markets Bond Fund seeks high total return—income plus capital appreciation—by investing globally, primarily in a variety of debt securities.

FUND FEES AND EXPENSES

Annual Fund Operating Expenses

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


	Class S
Management Fees	1.00	%
Distribution and/or Service (12b-1) Fees	0.25	%
Other Expenses1	0.99	%
Total Annual Fund Operating Expenses	2.24	%
Fee Waivers and/or Expense Reimbursements2	-0.88	%
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements	1.36	%

1 The Fund's Class S shares have not commenced operations. These expenses are based on estimated amounts for the fiscal year.

2 Van Eck Associates Corporation (the “Adviser”) has agreed to waive fees and/or pay Fund expenses to the extent necessary to prevent the operating expenses of the Fund (excluding acquired fund fees and expenses, interest expense, trading expenses, dividends and interest payments on securities sold short, taxes and extraordinary expenses) from exceeding 1.35% for Class S shares of the Fund’s average daily net assets per year until May 1, 2026. During such time, the expense limitation is expected to continue until the Board of Trustees acts to discontinue all or a portion of such expense limitation.

EXPENSE EXAMPLE

Share Status

1 Year

3 Years

5 Years

10 Years

Class S

Sold or Held

$138

$616

$1,120

$2,506

PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES


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The Fund invests in debt issued in emerging market and developed market currencies by governments and government-owned, controlled, or related entities (and their agencies and subdivisions), and by corporations. The Fund may invest in corporate bonds, debentures, notes, commercial paper, time deposits, and certificates of deposit, as well as debt obligations, which may have a call on a common stock or commodity by means of a conversion privilege or attached warrants.

PRINCIPAL RISKS


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will be reduced or eliminated. Also, in the event the issuer defaults or there is a credit event that relates to the reference asset, the recovery rate generally is less than the Fund’s initial investment, and the Fund may lose money.


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Risk of Investing in Other Funds. The Fund may invest in shares of other funds, including ETFs. As a result, the Fund will indirectly be exposed to the risks of an investment in the underlying funds. As a shareholder in a fund, the Fund would bear its ratable share of that entity’s expenses. At the same time, the Fund would continue to pay its own investment management fees and other expenses. As a result, the Fund and its shareholders will be absorbing additional levels of fees with respect to investments in other funds, including ETFs.


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transaction costs, and cause the Fund to make greater taxable distributions to shareholders of the Fund. When the Fund holds illiquid investments, its portfolio may be harder to value.

The political history of certain Latin American countries has been characterized by political uncertainty, intervention by the military in civilian and economic spheres, and political corruption. Such events could reverse favorable trends toward market and economic reform, privatization, and removal of trade barriers, and could result in significant disruption in securities markets in the region.

PERFORMANCE

The Fund’s Class S shares have not yet commenced operations. Accordingly, the annual total returns of the Fund’s Initial Class shares are shown for all time periods. Class S shares would have substantially similar annual returns as the Initial Class shares because the shares would be invested in the same portfolio of securities and the annual returns would differ only to the extent that the Classes do not have the same expenses.


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INITIAL CLASS: Annual Total Returns (%) as of 12/31


Best Quarter:	+21.61%	2Q 2020
Worst Quarter:	-21.35%	1Q 2020


Average Annual Total Returns as of 12/31/2024	1 Year	5 Years	10 Years
Initial Class Shares (9/1/89)	2.77%	2.18%	2.03%
50% J.P. Morgan Emerging Market Bond Index Global Diversified Index/50% J.P. Morgan Government Bond Index-Emerging Markets Global Diversified Index (reflects no deduction for fees, expenses or taxes)	2.01%	-0.83%	1.84%

ICE BofA Global Broad Market Plus Index (reflects no deduction for fees, expenses or taxes)	-1.66%	-2.27%	0.02%

See “License Agreements and Disclaimers” for important information.

PORTFOLIO MANAGEMENT

Investment Adviser. Van Eck Associates Corporation

Portfolio Managers.

Eric Fine has been Portfolio Manager of the Fund since 2012. David Austerweil has been Deputy Portfolio Manager of the Fund since 2014.

PURCHASE AND SALE OF FUND SHARES

TAX INFORMATION

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES


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II. INVESTMENT OBJECTIVE, STRATEGIES, POLICIES, RISKS AND OTHER INFORMATION

1. INVESTMENT OBJECTIVE

The VanEck VIP Emerging Markets Bond Fund seeks high total return—income plus capital appreciation—by investing globally, primarily in a variety of debt securities.

The Fund’s investment objective is fundamental and may only be changed with shareholder approval.

2. ADDITIONAL INFORMATION ABOUT PRINCIPAL INVESTMENT STRATEGIES AND RISKS


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High Portfolio Turnover Risk.The Fund may engage in active and frequent trading of its portfolio securities, which will result in increased transaction costs to the Fund, including brokerage commissions, dealer mark-ups and other transaction costs on the sale of the securities and on reinvestment in other securities. High portfolio turnover may also result in higher taxes when Fund Shares are held in a taxable account. The effects of high portfolio turnover may adversely affect Fund performance.


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Risk of Investing in Other Funds. The Fund may invest in shares of other funds, including ETFs. As a result, the Fund will indirectly be exposed to the risks of an investment in the underlying funds. Shares of other funds have many of the same risks as direct investments in common stocks or bonds. In addition, the market value of such funds’ shares is expected to rise and fall as the value of the underlying securities rise and fall. If the shares of such funds are traded on a secondary market, the market value of such funds’ shares may differ from the net asset value of the particular fund. As a shareholder in a fund, the Fund will bear its ratable share of the underlying fund’s expenses. At the same time, the Fund will continue to pay its own investment management fees and other expenses. As a result, the Fund and its shareholders will be absorbing duplicate levels of fees with respect to investments in other funds, including ETFs. The expenses of such underlying funds will not, however, be counted towards the Fund’s expense cap. The Fund is subject to the conditions set forth in provisions of the Investment Company Act of 1940 that limit the amount that the Fund and its affiliates, in the aggregate, can invest in the outstanding voting securities of any one investment company.


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The securities markets in Africa are underdeveloped and are often considered to be less correlated to global economic cycles than those markets located in more developed countries or geographic regions. A subset of African emerging market countries are considered to be “frontier markets.” Frontier market countries generally have smaller economies and less developed capital markets than traditional emerging markets, and, as a result, the risks of investing in emerging market countries are magnified in frontier market countries. In addition, there may be no single centralized securities exchange on which securities are traded. As a result, securities markets in Africa are subject to greater risks associated with market volatility, lower market capitalization, lower trading volume, illiquidity, inflation, greater price fluctuations, uncertainty regarding the existence of trading markets, governmental control and heavy regulation of labor and industry. Additionally, certain countries in Africa generally have less developed capital markets than traditional emerging market countries and, consequently, the risks of investing in foreign securities are magnified in such countries. There may also be a high concentration of trading volume in a small number of issuers, investors and financial intermediaries representing a limited number of sectors or industries. Brokers may be fewer in number and less well capitalized than brokers in more developed regions. Moreover, trading on securities markets may be suspended altogether.

Certain governments in Africa may restrict or control to varying degrees the ability of foreign investors to invest in securities of issuers located or operating in those countries. These restrictions and/or controls may at times limit or prevent foreign investment in securities of issuers located or operating in countries in Africa. For example, there may be prohibitions or substantial restrictions on foreign investing in the capital markets of certain countries in Africa or in certain sectors or industries of such countries. Moreover, certain countries in Africa may require governmental approval or special licenses prior to investments by foreign investors and may limit the amount of investments by foreign investors in a particular industry and/or issuer and may limit such foreign investment to a certain class of securities of an issuer that may have less advantageous rights than the classes available for purchase by domiciliaries of those countries and/or impose additional taxes on foreign investors. A delay in obtaining a government approval or a license would delay investments in a particular country, and, as a result, the Fund may not be able to invest in certain securities while approval is pending. The government of a particular country may also withdraw or decline to renew a license that enables the Fund to invest in such country.


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Most Latin American countries have experienced severe and persistent levels of inflation, including, in some cases, hyperinflation.This has, in turn, led to high interest rates, extreme measures by governments to keep inflation in check, and a generally debilitating effect on economic growth. Although inflation in many Latin American countries has lessened, there is no guarantee it will remain at lower levels.

The political history of certain Latin American countries has been characterized by political uncertainty, intervention by the military in civilian and economic spheres, and political corruption. A relatively small number of Latin American companies represents a large portion of Latin America’s total market and thus may be more sensitive to adverse political or economic circumstances and market movements. Disparities of wealth, the pace and success of democratization and capital market development, and ethnic, religious, and racial disaffection may exacerbate social unrest, violence, and labor unrest in a number of Latin American countries. Such events could reverse favorable trends toward market and economic reform, privatization, and removal of trade barriers, and could result in significant disruption in securities markets in the region.


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3. ADDITIONAL INVESTMENT STRATEGIES

ADDITIONAL REGULATORY CONSIDERATIONS

INVESTING DEFENSIVELY

SECURITIES LENDING

INVESTING IN CHINESE BONDS


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Connect Securities may fluctuate at times when the Fund is unable to add to or exit its position and, therefore, may limit the Fund’s ability to trade when it would otherwise do so.

4. OTHER INFORMATION AND POLICIES

BENEFICIARIES OF CONTRACTUAL ARRANGEMENTS

CHANGING THE FUND’S 80% POLICY

CYBER SECURITY

PORTFOLIO HOLDINGS INFORMATION


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investors. A complete description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio securities is available in the Fund’s SAI.

PORTFOLIO INVESTMENTS


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III. HOW THE FUND IS MANAGED

1. MANAGEMENT OF THE FUND

INVESTMENT ADVISER

Jan F. van Eck and members of his family own 100% of the voting stock of the Adviser. As of February 28, 2025, the Adviser’s assets under management were approximately $115.81 billion.

THE ADVISER, THE FUND, AND INSURANCE COMPANY SEPARATE ACCOUNTS

FEES PAID TO THE ADVISER

The Fund pays the Adviser a monthly fee at the annual rate of 1.00% of the first $500 million of the Fund’s average daily net assets, 0.90% on the next $250 million of the Fund’s average daily net assets and 0.70% of the Fund’s average daily net assets in excess of $750 million. This includes the fee paid to the Adviser for accounting and administrative services. The Adviser has agreed to waive fees and/or pay Fund expenses to the extent necessary to prevent the operating expenses of the Fund (excluding acquired fund fees and expenses, interest expense, trading expenses, dividends and interest payments on securities sold short, taxes and extraordinary expenses) from exceeding 1.35% for Class S shares of the Fund’s average daily net assets per year until May 1, 2026. During such time, the expense limitation is expected to continue until the Board acts to discontinue all or a portion of such expense limitation.

For the Fund’s most recent fiscal year, the advisory fee paid to the Adviser was as follows:


VanEck VIP Trust			As a % of average daily net assets
VanEck VIP Emerging Markets Bond Fund			1.00%

A discussion regarding the basis for the Board’s approval of the investment advisory agreement of the Fund is available in the Trust’s filing on Form N-CSR for the period ended June 30, 2024.

PORTFOLIO MANAGERS

VANECK VIP EMERGING MARKETS BOND FUND

Eric Fine, Portfolio Manager of the Fund, is primarily responsible for the day-to-day portfolio management of the Fund.

Eric Fine. Mr. Fine is Portfolio Manager of the Fund. He has been with the Adviser since 2009 and has conducted business in emerging markets for over 30 years.

David Austerweil. Mr. Austerweil is Deputy Portfolio Manager of the Fund. He has been with the Adviser since 2012 and has over 20 years’ experience in the financial markets.

The SAI provides additional information about the above Portfolio Managers, their compensation, other accounts they manage, and their securities ownership in the Fund.

THE TRUST

For more information on the Trust, the Trustees and the Officers of the Trust, see “General Information,” “Description of the Trust” and “Trustees and Officers” in the SAI.

THE DISTRIBUTOR


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PLAN OF DISTRIBUTION (12b-1)

Class S shares are subject to distribution and/or service (12b-1) fees under a plan adopted pursuant to Rule 12b-1 under the 1940 Act. Under the plan of distribution, Class S shares are subject to distribution and/or service (12b-1) fees of 0.25% of average daily net assets of the class. Because the distribution and/or service (12b-1) fees are paid out of the Fund’s assets on an on-going basis over time, these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.

THE CUSTODIAN

State Street Bank & Trust Company

One Lincoln Street

Boston, MA 02111

THE TRANSFER AGENT

SS&C GIDS, Inc.

801 Pennsylvania Avenue, Suite 218407

Kansas City, MO 64105-1307

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PricewaterhouseCoopers LLP

300 Madison Avenue

New York, NY 10017

COUNSEL

Stradley Ronon Stevens and Young, LLP

2005 Market Street, Suite 2600

Philadelphia, PA 19103

2. TAXES


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corporate income tax rate for the taxable year in question. Additionally, even if the Fund qualifies as a regulated investment company, it may be subject to corporate tax on certain income.

3. HOW THE FUND SHARES ARE PRICED


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4. SHAREHOLDER INFORMATION

FREQUENT TRADING POLICY

For further information about the Fund, please call or write your insurance company, or call 800-826-2333, or write to the Fund at the address on the back cover page.


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IV. LICENSE AGREEMENTS AND DISCLAIMERS

Source ICE Data Indices, LLC (“ICE Data”) is used with permission.


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V. FINANCIAL HIGHLIGHTS

The financial highlights table that follows is intended to help you understand the Fund’s financial performance. Class S shares have not yet commenced operations. Accordingly, the financial highlights shown below are for the Fund’s Initial Class for the past five years. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). The information for the fiscal years ended December 31, 2022, December 31, 2023 and December 31, 2024 has been audited by PricewaterhouseCoopers LLP, the Fund’s independent registered public accounting firm, whose report, along with the Fund’s financial statements are included in the Fund’s filings on Form N-CSR, which are available upon request. The information for periods prior to the fiscal year ended December 31, 2022 has been audited by another independent registered public accounting firm. Total returns do not include fees and expenses imposed under your variable annuity contract and/or life insurance policy. If these amounts were reflected, the returns would be lower than those shown. Additionally, total returns do not reflect the additional service fees for Class S, and if those fees were reflected, the returns would be lower than those shown.


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FINANCIAL HIGHLIGHTS

For a share outstanding throughout each year:


	Initial Class
	Year Ended December 31,
	2024			2023			2022			2021			2020
Net asset value, beginning of year	$	7.62		$	7.14		$	8.03		$	8.83		$	8.71
Net investment income (a)	0.57			0.53			0.53			0.43			0.59
Net realized and unrealized gain (loss) on investments	(0.35)			0.26			(1.09)			(0.78)			0.15
Total from investment operations	0.22			0.79			(0.56)			(0.35)			0.74
Distributions from:
Net investment income	(0.56)			(0.31)			(0.33)			(0.45)			(0.62)
Net asset value, end of year	$	7.28		$	7.62		$	7.14		$	8.03		$	8.83
Total return (b)	2.77		%	11.40		%	(6.81)		%	(4.17)		%	8.92		%

Ratios to average net assets
Gross expenses	1.99		%	1.98		%	1.82		%	1.89		%	1.91		%
Net expenses	1.11		%	1.13		%	1.10		%	1.14		%	1.10		%
Net expenses excluding interest and taxes	1.10		%	1.10		%	1.10		%	1.10		%	1.10		%
Net investment income	7.54		%	7.18		%	7.40		%	4.97		%	7.12		%
Supplemental data
Net assets, end of year (in millions)	$16			$17			$17			$18			$21
Portfolio turnover rate (c)	233		%	257		%	284		%	212		%	248		%

(a) Calculated based upon average shares outstanding
(b) Returns are not annualized and include adjustments required by U.S. Generally Accepted Accounting Principles and may differ from net asset values and performance reported elsewhere by the Fund. Returns do not include fees and expenses imposed under your variable annuity contract and/or life insurance policy. If these fees and expenses were included the returns would be lower.
(c) Portfolio turnover is not annualized.


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Call VanEck at 800.826.2333, or visit the VanEck website at vaneck.com to request, free of charge, the annual or semi-annual reports, the SAI or other information about the Fund.



VanEck VIP Trust 666 Third Avenue New York, NY 10017 REGISTRATION NUMBER: 811-05083 VIPEMBSPRO			800.826.2333 \| vaneck.com

(05/2025)


May 1, 2025 Prospectus

VanEck VIP Global Gold Fund

Initial Class Shares

800.826.2333 | vaneck.com


TABLE OF CONTENTS
I. Summar y Information			3
VanEck VIP Global Gold Fund (Initial Class)			3
II. Investment Objective, Strategies, Policies, Risks and Other Information			13
1. Investment Objective			13
2. Additional Information About Principal Investment Strategies and Risks			13
3. Additional Investment Strategies			23
4. Other Information and Policies			23
III. Other Additional Information			25
Past Performance of a Similarly Managed Fund			25
IV. How the Fund is Managed			26
1. Management of the Fund			26
2. Taxes			27
3. How the Fund Shares are Priced			28
4. Shareholder Information			29
V. License Agreements and Disclaimers			30
VI. Financial Highlights			31


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VANECK VIP GLOBAL GOLD FUND (INITIAL CLASS)

I. SUMMARY INFORMATION

INVESTMENT OBJECTIVE

FUND FEES AND EXPENSES

Annual Fund Operating Expenses

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


	Initial Class
Management Fees	0.75	%

Other Expenses1	0.58	%
Total Annual Fund Operating Expenses	1.33	%
Fee Waivers and/or Expense Reimbursements2	-0.13	%
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements	1.20	%

1 The Fund's Initial Class shares have not commenced operations. These expenses are based on estimated amounts for the fiscal year.

2 Van Eck Associates Corporation (the “Adviser”) has agreed to waive fees and/or pay Fund expenses to the extent necessary to prevent the operating expenses of the Fund (excluding acquired fund fees and expenses, interest expense, trading expenses, dividends and interest payments on securities sold short, taxes and extraordinary expenses) from exceeding 1.20% for Initial Class shares of the Fund’s average daily net assets per year until May 1, 2026. During such time, the expense limitation is expected to continue until the Board of Trustees acts to discontinue all or a portion of such expense limitation.

EXPENSE EXAMPLE

Share Status

1 Year

3 Years

5 Years

10 Years

Initial Class

Sold or Held

$122

$409

$716

$1,590

PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES


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currency exchange rates, and securities of companies of any capitalization range. The Fund primarily invests in companies that the portfolio manager believes represent value opportunities and/or that have growth potential within their market niche, through their ability to increase production capacity at reasonable cost or make gold discoveries around the world. The portfolio manager utilizes both a macro-economic examination of gold market themes and a fundamental analysis of prospective companies in the search for value and growth opportunities. 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 fundamental assessment of a company or country.

PRINCIPAL RISKS


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rule may alter the timing and character of distributions to shareholders. The Fund may be required to defer the recognition of losses on futures contracts or certain option contracts to the extent of any unrecognized gains on related positions held by the Fund.


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securities markets. Moreover, securities markets in emerging market countries may be closed for extended periods of time or trading on securities markets may be suspended altogether due to political or civil unrest. Market volatility may also be heightened by the actions of a small number of investors. Brokerage firms in emerging market countries may be fewer in number and less established than brokerage firms in more developed markets. Since the Fund may need to effect securities transactions through these brokerage firms, the Fund is subject to the risk that these brokerage firms will not be able to fulfill their obligations to the Fund. This risk is magnified to the extent the Fund effects securities transactions through a single brokerage firm or a small number of brokerage firms. In addition, the infrastructure for the safe custody of securities and for purchasing and selling securities, settling trades, collecting dividends, initiating corporate actions, and following corporate activity is not as well developed in emerging market countries as is the case in certain more developed markets.


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industry and/or issuer; may limit such foreign investment to a certain class of securities of an issuer that may have less advantageous rights than the classes available for purchase by domiciliaries of such emerging market countries; and/or may impose additional taxes on foreign investors. A delay in obtaining a required government approval or a license would delay investments in those emerging market countries, and, as a result, the Fund may not be able to invest in certain securities while approval is pending. The government of certain emerging market countries may also withdraw or decline to renew a license that enables the Fund to invest in such country. These factors make investing in issuers located or operating in emerging market countries significantly riskier than investing in issuers located or operating in more developed countries, and any one of them could cause a decline in the net asset value of the Fund.


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be a risk that settlement may be delayed and that cash or securities of the Fund may be in jeopardy because of failures of or defects in the systems. Under the laws in many emerging market countries, the Fund may be required to release local shares before receiving cash payment or may be required to make cash payment prior to receiving local shares, creating a risk that the Fund may surrender cash or securities without ever receiving securities or cash from the other party. Settlement systems in emerging market countries also have a higher risk of failed trades and back to back settlements may not be possible.


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Risk of Investing in Other Funds. The Fund may invest in shares of other funds, including ETFs. As a result, the Fund will indirectly be exposed to the risks of an investment in the underlying funds. As a shareholder in a fund, the Fund would bear its ratable share of that entity’s expenses. At the same time, the Fund would continue to pay its own investment management fees and other expenses. As a result, the Fund and its shareholders will be absorbing additional levels of fees with respect to investments in other funds, including ETFs.


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PERFORMANCE

The Fund’s Initial Class shares have not yet commenced operations. Accordingly, the annual total returns of the Fund’s Class S shares are shown for all time periods. Initial Class shares would have substantially similar returns as the Class S shares because the shares would be invested in the same portfolio of securities and the annual returns would differ only to the extent that the Classes do not have the same expenses.


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CLASS S: Annual Total Returns (%) as of 12/31


Best Quarter:	+72.46%	2Q 2020
Worst Quarter:	-28.53%	2Q 2022


Average Annual Total Returns as of 12/31/2024	1 Year	5 Years	10 Years
Class S Shares (4/26/13)	14.41%	5.46%	6.69%
NYSE Arca Gold Miners Index (reflects no deduction for fees, expenses or taxes, except withholding taxes)	10.64%	4.62%	7.69%
MSCI AC World Index (reflects no deduction for fees, expenses or taxes, except withholding taxes)	17.49%	10.06%	9.23%

See “License Agreements and Disclaimers” for important information.

PORTFOLIO MANAGEMENT

Investment Adviser. Van Eck Associates Corporation

Portfolio Manager.

Imaru Casanova has been Portfolio Manager of the Fund since May 2023 and a member of the investment team since 2011.

Additionally, Joseph M. Foster, former Portfolio Manager of the Fund, serves as Gold Strategist.

PURCHASE AND SALE OF FUND SHARES

TAX INFORMATION

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES


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conflict of interest by influencing the broker-dealer or other intermediary and your financial professional to recommend the Fund over another investment. Ask your financial professional or visit your financial intermediary’s website for more information.


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II. INVESTMENT OBJECTIVE, STRATEGIES, POLICIES, RISKS AND OTHER INFORMATION

1. INVESTMENT OBJECTIVE

2. ADDITIONAL INFORMATION ABOUT PRINCIPAL INVESTMENT STRATEGIES AND RISKS


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redemptions). In addition, the Fund will incur interest expense on any borrowings and the borrowings will cause the Fund to be leveraged, which may magnify gains and losses on its investments.


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Regulatory Risk. Changes in the laws or regulations of the United States, including any changes to applicable tax laws and regulations, could impair the ability of the Fund to achieve its investment objective and could increase the operating expenses of the Fund. The Adviser is registered as a commodity pool operator under Commodity Exchange Act and the rules of the CFTC and is subject to CFTC regulation with respect to the Fund. The CFTC has adopted rules regarding the disclosure, reporting and recordkeeping requirements that will apply with respect to the Fund as a result of the Adviser’s registration as a commodity pool operator. Generally, these rules allow for substituted compliance with CFTC disclosure and shareholder reporting requirements, based on the Adviser’s compliance with comparable Securities and Exchange Commission requirements. This means that for most of the CFTC’s disclosure and shareholder reporting applicable to the Adviser as the Fund’s commodity pool operator, the Adviser’s compliance with Securities and Exchange Commission disclosure and shareholder reporting will be deemed to fulfill the Adviser’s CFTC compliance obligations. However, as a result of CFTC regulation with respect to the Fund, the Fund may incur additional compliance and other expenses. The Adviser is also registered as a CTA but relies on an exemption with respect to the Fund from CTA regulations available for a CTA that also serves as the Fund’s commodity pool operator. The CFTC has neither reviewed nor approved the Fund, their investment strategies, or this Prospectus.

Risk of Investing in Other Funds. The Fund may invest in shares of other funds, including ETFs. As a result, the Fund will indirectly be exposed to the risks of an investment in the underlying funds. Shares of other funds have many of the same risks as direct investments in common stocks or bonds. In addition, the market value of such funds’ shares is expected to rise and fall as the value of the underlying securities rise and fall. If the shares of such funds are traded on a secondary market, the market value of such funds’ shares may differ from the net asset value of the particular fund. As a shareholder in a fund, the Fund will bear its ratable share of the underlying fund’s expenses. At the same time, the Fund will continue to pay its own investment management fees and other expenses. As a result, the Fund and its shareholders will be absorbing duplicate levels of fees with respect to investments in other funds, including ETFs. The expenses of such underlying funds will not, however, be counted towards the Fund’s expense cap. The Fund is subject to the conditions set forth in provisions of the Investment Company Act of 1940 that limit the amount that the Fund and its affiliates, in the aggregate, can invest in the outstanding voting securities of any one investment company.


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3. ADDITIONAL INVESTMENT STRATEGIES

ADDITIONAL REGULATORY CONSIDERATIONS

INVESTING DEFENSIVELY

SECURITIES LENDING

4. OTHER INFORMATION AND POLICIES

BENEFICIARIES OF CONTRACTUAL ARRANGEMENTS


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shareholders or other person other than any rights conferred explicitly by federal or state securities laws that may not be waived.

CHANGING THE FUND’S 80% POLICY

CYBER SECURITY

PORTFOLIO HOLDINGS INFORMATION

PORTFOLIO INVESTMENTS


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III. OTHER ADDITIONAL INFORMATION

PAST PERFORMANCE OF A SIMILARLY MANAGED FUND

CLASS A: Annual Total Returns (%) as of 12/31


Best Quarter:	+73.76%	2Q 2020
Worst Quarter:	-28.61%	2Q 2022


Average Annual Total Returns as of 12/31/2024	1 Year	5 Years	10 Years
Class A Shares (2/10/56)
Before Taxes	8.11%	4.38%	6.48%
After Taxes on Distributions1	5.06%	2.40%	4.75%
After Taxes on Distributions and Sale of Fund Shares	4.81%	2.60%	4.37%
NYSE Arca Gold Miners Index (reflects no deduction for fees, expenses or taxes, except withholding taxes)	10.64%	4.62%	7.69%
MSCI AC World Index (reflects no deduction for fees, expenses or taxes, except withholding taxes)	17.49%	10.06%	9.23%


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IV. HOW THE FUND IS MANAGED

1. MANAGEMENT OF THE FUND

INVESTMENT ADVISER

Jan F. van Eck and members of his family own 100% of the voting stock of the Adviser. As of February 28, 2025, the Adviser’s assets under management were approximately $115.81 billion.

THE ADVISER, THE FUND, AND INSURANCE COMPANY SEPARATE ACCOUNTS

FEES PAID TO THE ADVISER

The Adviser has agreed to waive fees and/or pay Fund expenses to the extent necessary to prevent the operating expenses of the Fund (excluding acquired fund fees and expenses, interest expense, trading expenses, dividends and interest payments on securities sold short, taxes and extraordinary expenses) from exceeding 1.20% for Initial Class shares of the Fund’s average daily net assets per year until May 1, 2026. During such time, the expense limitation is expected to continue until the Board acts to discontinue all or a portion of such expense limitation.

For the Fund’s most recent fiscal year, the advisory fee paid to the Adviser was as follows:


VanEck VIP Trust			As a % of average daily net assets
VanEck VIP Global Gold Fund			0.75%

A discussion regarding the basis for the Board’s approval of the investment advisory agreement of the Fund is available in the Trust’s filing on Form N-CSR for the period ended June 30, 2024.

PORTFOLIO MANAGER

VANECK VIP GLOBAL GOLD FUND

Imaru Casanova, Portfolio Manager of the Fund, is primarily responsible for the day-to-day portfolio management of the Fund.

Additionally, Joseph M. Foster, former Portfolio Manager of the Fund, serves as Gold Strategist.

Joseph M. Foster. Mr. Foster is the former Portfolio Manager of the Fund and currently serves as Gold Strategist. He has been with the Adviser since 1996.

The SAI provides additional information about the above Portfolio Manager, her compensation, other accounts she manages, and her securities ownership in the Fund.


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THE TRUST

For more information on the Trust, the Board and the Officers of the Trust, see “General Information,” “Description of the Trust” and “Trustees and Officers” in the SAI.

THE DISTRIBUTOR

THE CUSTODIAN

State Street Bank & Trust Company

One Lincoln Street

Boston, MA 02111

THE TRANSFER AGENT

SS&C GIDS, Inc.

801 Pennsylvania Avenue, Suite 218407

Kansas City, MO 64105-1307

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PricewaterhouseCoopers LLP

300 Madison Avenue

New York, NY 10017

COUNSEL

Stradley Ronon Stevens and Young, LLP

2005 Market Street, Suite 2600

Philadelphia, PA 19103

2. TAXES


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and it is possible the Fund might not so qualify. To the extent the Fund does not so qualify, it will be subject to tax at the corporate income tax rate for the taxable year in question. Additionally, even if the Fund qualifies as a regulated investment company, it may be subject to corporate tax on certain income.

3. HOW THE FUND SHARES ARE PRICED


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4. SHAREHOLDER INFORMATION

FREQUENT TRADING POLICY

For further information about the Fund, please call or write your insurance company, or call 800-826-2333, or write to the Fund at the address on the back cover page.


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V. LICENSE AGREEMENTS AND DISCLAIMERS

Source ICE Data Indices, LLC (“ICE Data”) is used with permission.

Source MSCI is used with permission.


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VI. FINANCIAL HIGHLIGHTS

The financial highlights table that follows is intended to help you understand the Fund’s financial performance. Initial Class shares have not yet commenced operations. Accordingly, the financial highlights shown below are for the Fund’s Class S shares financial performance for the past five years. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). The information for the fiscal years ended December 31, 2022, December 31, 2023 and December 31, 2024 has been audited by PricewaterhouseCoopers LLP, the Fund’s independent registered public accounting firm, whose report, along with the Fund’s financial statements are included in the Fund’s filings on Form N-CSR, which are available upon request. The information for periods prior to the fiscal year ended December 31, 2022 has been audited by another independent registered public accounting firm. Total return does not include fees and expenses imposed under your variable annuity contract and/or life insurance policy. If these amounts were reflected, the return would be lower than that shown. Additionally, total return reflects the additional service fees for Class S, and if those fees were not reflected, the return would be higher than those shown.


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VANECK VIP GLOBAL GOLD FUND - CLASS S SHARES

CONSOLIDATED FINANCIAL HIGHLIGHTS

For a share outstanding throughout each year:


	Year Ended December 31,
	2024			2023			2022			2021			2020
Net asset value, beginning of year	$	8.38		$	7.59		$	8.77		$	11.68		$	8.63
Net investment income (loss) (a)	(0.01)			0.02			0.03			(0.01)			(0.05)
Net realized and unrealized gain (loss) on investments	1.24			0.77			(1.21)			(1.67)			3.40
Total from investment operations	1.23			0.79			(1.18)			(1.68)			3.35
Distributions from:
Net investment income	(0.28)			—			—			(1.23)			(0.30)
Net asset value, end of year	$	9.33		$	8.38		$	7.59		$	8.77		$	11.68
Total return (b)	14.41		%	10.41		%	(13.45)		%	(13.91)		%	38.62		%

Ratios to average net assets
Gross expenses	1.58		%	1.55		%	1.53		%	1.58		%	1.65		%
Net expenses	1.45		%	1.45		%	1.45		%	1.45		%	1.45		%
Net investment income (loss)	(0.15)		%	0.23		%	0.35		%	(0.08)		%	(0.51)		%
Supplemental data
Net assets, end of year (in millions)	$58			$54			$46			$51			$60
Portfolio turnover rate (c)	44		%	35		%	39		%	38		%	39		%

(a) Calculated based upon average shares outstanding
(b) Returns are not annualized and include adjustments required by U.S. Generally Accepted Accounting Principles and may differ from net asset values and performance reported elsewhere by the Fund. Returns do not include fees and expenses imposed under your variable annuity contract and/or life insurance policy. If these fees and expenses were included the returns would be lower.
(c) Portfolio turnover is not annualized.


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[THIS PAGE INTENTIONALLY LEFT BLANK]


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Additional information about the investments is available in the Fund’s annual and semi-annual reports to shareholders and in Form N-CSR. In the Fund’s annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during its last fiscal year. In the Form N-CSR, you will find the Fund’s annual and semi-annual financial statements.

Call VanEck at 800.826.2333, or visit the VanEck website at vaneck.com to request, free of charge, the annual or semi-annual reports, the SAI or other information about the Fund.



VanEck VIP Trust 666 Third Avenue New York, NY 10017 REGISTRATION NUMBER: 811-05083 VIPGOLDIPRO			800.826.2333 \| vaneck.com

(05/2025)

VANECK VIP TRUST

STATEMENT OF ADDITIONAL INFORMATION

Dated May 1, 2025

VANECK VIP EMERGING MARKETS BOND FUND

VANECK VIP EMERGING MARKETS FUND

VANECK VIP GLOBAL GOLD FUND

VANECK VIP GLOBAL RESOURCES FUND

INITIAL CLASS / CLASS S

This statement of additional information (“SAI”) is not a prospectus. It should be read in conjunction with the prospectuses dated May 1, 2025 (each, a “Prospectus”) for VanEck VIP Trust (the “Trust”), relating to VanEck VIP Emerging Markets Bond Fund, VanEck VIP Emerging Markets Fund, VanEck VIP Global Gold Fund and VanEck VIP Global Resources Fund (each, a “Fund” and collectively, the “Funds”), as each may be revised from time to time. The audited financial statements of the Funds for the fiscal year ended December 31, 202 4 are hereby incorporated by reference from the Funds’ filings on Form N-CSR. A copy of the Prospectuses, Annual and Semi-Annual Reports for the Trust, and filings on Form N-CSR, relating to the Funds, may be obtained without charge by visiting the VanEck website at vaneck.com, by calling toll-free 800.826.2333 or by writing to the Trust or Van Eck Securities Corporation, the Funds’ distributor (the “Distributor”). The Trust’s and the Distributor’s address is 666 Third Avenue, 9th Floor, New York, New York 10017. Capitalized terms used herein that are not defined have the same meaning as in the Prospectuses, unless otherwise noted.

TABLE OF CONTENTS


			Page

GENERAL INFORMATION			1
INVESTMENT POLICIES AND RISKS			1
FUNDAMENTAL INVESTMENT RESTRICTIONS			24
PORTFOLIO HOLDINGS DISCLOSURE			25
INVESTMENT ADVISORY SERVICES			26
THE DISTRIBUTOR			28
PLAN OF DISTRIBUTION (12B-1 PLAN)			28
PORTFOLIO MANAGER COMPENSATION			29
PORTFOLIO MANAGER SHARE OWNERSHIP			29
OTHER ACCOUNTS MANAGED BY THE PORTFOLIO MANAGERS			29
SECURITIES LENDING ARRANGEMENTS			31
PORTFOLIO TRANSACTIONS AND BROKERAGE			31
TRUSTEES AND OFFICERS			33
TRUSTEE INFORMATION			34
OFFICER INFORMATION			37
TRUSTEE SHARE OWNERSHIP			40
202 4 COMPENSATION TABLE			41
PRINCIPAL SHAREHOLDERS			42
PROXY VOTING POLICIES AND PROCEDURES			45
POTENTIAL CONFLICTS OF INTEREST			46
CODE OF ETHICS			46
PURCHASE OF SHARES			46
VALUATION OF SHARES			46
TAXES			47
DESCRIPTION OF THE TRUST			49
ADDITIONAL INFORMATION			50
FINANCIAL STATEMENTS			50
APPENDIX A: ADVISER'S PROXY VOTING POLICIES			A-1

STATEMENT OF ADDITIONAL INFORMATION

May 1, 2025

GENERAL INFORMATION

The Trust is an open-end management investment company organized as a business trust under the laws of the Commonwealth of Massachusetts on January 7, 1987 with the name Van Eck Investment Trust. The Trust commenced operations on September 7, 1989. On April 12, 1995, Van Eck Investment Trust changed its name to Van Eck Worldwide Insurance Trust. On May 1, 2010, Van Eck Worldwide Insurance Trust changed its name to Van Eck VIP Trust. On May 1, 2017, Van Eck VIP Trust changed its name to VanEck VIP Trust.

The Trust currently consists of four separate series: VanEck VIP Emerging Markets Bond Fund, which currently offers Initial Class shares; VanEck VIP Global Gold Fund which currently offers Class S shares; and VanEck VIP Global Resources Fund and VanEck VIP Emerging Markets Fund, both of which currently offer Initial Class and Class S shares. VanEck VIP Emerging Markets Bond Fund has registered Class S shares and VanEck VIP Global Gold has registered Initial Class shares, but as of the date of this SAI are not being offered.

The Board of Trustees of the Trust (the “Board”) has authority, without the necessity of a shareholder vote, to create additional series or funds, each of which may issue separate classes of shares.

Van Eck Associates Corporation serves as investment adviser (the “Adviser”) to the Funds. Shares of the Funds are offered only to separate accounts of various insurance companies to fund the benefits of variable life insurance and variable annuity policies.

VanEck VIP Emerging Markets Bond Fund and VanEck VIP Global Gold Fund are classified as a non-diversified funds under the Investment Company Act of 1940, as amended (the “1940 Act”). VanEck VIP Emerging Markets Fund and VanEck VIP Global Resources Fund are classified as diversified funds under the 1940 Act.

INVESTMENT POLICIES AND RISKS

The following is additional information regarding the investment policies and strategies used by the Funds in attempting to achieve their respective objectives, and should be read with the sections of the Funds’ Prospectuses titled “Summary Information - Principal Investment Strategies”, “Summary Information - Principal Risks” and “Investment Objective, Strategies, Policies, Risks and Other Information”. The Funds may take temporary defensive positions in anticipation of or in an attempt to respond to adverse market, economic, political or other conditions. Such a position could have the effect of reducing any benefit a Fund may receive from a market increase. When taking a temporary defensive position, a Fund may invest all or a substantial portion of its total assets in cash or cash equivalents, government securities, short-term or medium-term fixed income securities, which may include, but not be limited to, shares of other mutual funds, U.S. Treasury bills, commercial paper or repurchase agreements. A Fund may not achieve its investment objective while it is investing defensively. The VanEck VIP Emerging Markets Bond Fund may engage in active and frequent trading of portfolio securities.

ASSET-BACKED SECURITIES

The Funds may invest in asset-backed securities. Asset-backed securities, directly or indirectly, represent interests in, or are secured by and payable from, pools of consumer loans (generally unrelated to mortgage loans) and most often are structured as pass-through securities. Interest and principal payments ultimately depend on payment of the underlying loans, although the securities may be supported by letters of credit or other credit enhancements. The value of asset-backed securities may also depend on the creditworthiness of the servicing agent for the loan pool, the originator of the loans, or the financial institution providing the credit enhancement.

Asset-backed securities are subject to certain risks. These risks generally arise out of the security interest in the assets collateralizing the security. For example, credit card receivables are generally unsecured and the debtors are entitled to a number of protections from the state and through federal consumer laws, many of which give the debtor the right to offset certain amounts of credit card debts and thereby reducing the amounts due.

BELOW INVESTMENT GRADE SECURITIES

The Funds may invest in below investment grade debt securities. Investments in securities rated below investment grade that are eligible for purchase by a Fund are described as “speculative” by Moody’s, S&P and Fitch, Inc.

Investments in lower rated corporate debt securities (“high yield securities” or “junk bonds”) generally provide greater income and increased opportunity for capital appreciation than investments in higher quality securities, but they also typically entail greater price volatility and principal and income risk.

These high yield securities are regarded as predominantly speculative with respect to the issuer’s continuing ability to meet principal and interest payments. Analysis of the creditworthiness of issuers of debt securities that are high yield may be more complex than for issuers of higher quality debt securities.

High yield securities may be more susceptible to real or perceived adverse economic and competitive industry conditions than investment grade securities. The prices of high yield securities have been found to be less sensitive to interest-rate changes than higher-rated investments, but more sensitive to adverse economic downturns or individual corporate developments. A projection of an economic downturn or of a period of rising interest rates, for example, could cause a decline in high yield security prices because the advent of a recession could lessen the ability of a highly leveraged company to make principal and interest payments on its debt securities. If an issuer of high yield securities defaults, in addition to risking payment of all or a portion of interest and principal, a Fund by investing in such securities may incur additional expenses to seek recovery. In the case of high yield securities structured as zero-coupon or pay-in-kind securities, their market prices are affected to a greater extent by interest rate changes, and therefore tend to be more volatile than securities which pay interest periodically and in cash.

The secondary market on which high yield securities are traded may be less liquid than the market for higher grade securities. Less liquidity in the secondary trading market could adversely affect the price at which a Fund could sell a high yield security, and could adversely affect the daily net asset value of the shares. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the values and liquidity of high yield securities, especially in a thinly-traded market. When secondary markets for high yield securities are less liquid than the market for higher grade securities, it may be more difficult to value the securities because such valuation may require more research, and elements of judgment may play a greater role in the valuation because there is less reliable, objective data available.

BORROWING; LEVERAGE

Borrowing to invest more is called “leverage.” A Fund may borrow from banks provided that the amount of borrowing is no more than one third of the net assets of the Fund plus the amount of the borrowings. A Fund is required to be able to restore borrowing to its permitted level within three days, if it should increase to more than one-third of its net assets as stated above. Methods that may be used to restore borrowings in this context include selling securities, even if the sale hurts a Fund’s investment performance. Leverage exaggerates the effect of rises or falls in prices of securities bought with borrowed money. Borrowing also costs money, including fees and interest. The Funds expect to borrow only through negotiated loan agreements with commercial banks or other institutional lenders.

COLLATERALIZED MORTGAGE OBLIGATIONS

The Funds may invest in collateralized mortgage obligations (“CMOs”). CMOs are fixed-income securities which are collateralized by pools of mortgage loans or mortgage-related securities created by commercial banks, savings and loan institutions, private mortgage insurance companies and mortgage bankers. In effect, CMOs “pass through” the monthly payments made by individual borrowers on their mortgage loans. Prepayments of the mortgages included in the mortgage pool may influence the yield of the CMO. In addition, prepayments usually increase when interest rates are decreasing, thereby decreasing the life of the pool. As a result, reinvestment of prepayments may be at a lower rate than that on the original CMO. There are different classes of CMOs, and certain classes have priority over others with respect to prepayment of the mortgages. Timely payment of interest and principal (but not the market value) of these pools is supported by various forms of insurance or guarantees. Each Fund may buy CMOs without insurance or guarantees if, in the opinion of the Adviser, the pooler is creditworthy or if rated investment grade. In the event that any CMOs are determined to be investment companies, the Funds will be subject to certain limitations under the 1940 Act.

COMMERCIAL PAPER

The Funds may invest in commercial paper that is indexed to certain specific foreign currency exchange rates which may entail the risk of loss of principal. The terms of such commercial paper typically provide that its principal amount is adjusted upwards or downwards (but not below zero) at maturity to reflect changes in the exchange rate between two currencies while the obligation is outstanding. The Funds will purchase such commercial paper with the currency in which it is denominated and, at maturity, will typically receive interest and principal payments thereon in that currency, but the amount or principal payable by the issuer at maturity will change in proportion to the change (if any) in the exchange rate between two specified currencies between the date the instrument is issued and the date the instrument matures.

The Funds may invest in commercial paper with the principal amount indexed to the difference, up or down, in value between two foreign currencies. The Funds segregate asset accounts with an equivalent amount of cash, U.S. government securities or other highly liquid securities equal in value to this commercial paper.

CONVERTIBLE SECURITIES

The Funds may invest in securities that are convertible into common stock or other securities of the same or a different issuer or into cash within a particular period of time at a specified price or formula. Convertible securities are generally fixed income securities (but may include preferred stock) and generally rank senior to common stocks in a corporation’s capital structure and, therefore, entail less risk than the corporation’s common stock. The value of a convertible security is a function of its “investment value” (its value as if it did not have a conversion privilege), and its “conversion value” (the security’s worth if it were to be exchanged for the underlying security, at market value, pursuant to its conversion privilege).

To the extent that a convertible security’s investment value is greater than its conversion value, its price will generally be primarily a reflection of such investment value and its price will be likely to increase when interest rates fall and decrease when interest rates rise, as with a fixed-income security (the credit standing of the issuer and other factors may also have an effect on the convertible security’s value). If the conversion value exceeds the investment value, the price of the convertible security will generally rise above its investment value and, in addition, will generally sell at some premium over its conversion value. (This premium represents the price investors are willing to pay for the privilege of purchasing a fixed-income security with a possibility of capital appreciation due to the conversion privilege.) At such times, the price of the convertible security will tend to fluctuate directly with the price of the underlying equity security. Convertible securities may be purchased by the Funds at varying price levels above their investment values and/or their conversion values in keeping with the Funds’ objectives.

CREDIT

Credit risk is the risk that the issuer or guarantor of a debt security or the counterparty to an over-the-counter (“OTC”) contract (including many derivatives) will be unable or unwilling to make timely principal, interest or settlement payments or otherwise honor its obligations. The Funds invest in debt securities that are subject to varying degrees of risk that the issuers of the securities will have their credit ratings downgraded or will default, potentially reducing the value of the securities. A Fund may enter into financial transactions that involve a limited number of counterparties, which may increase the Fund’s exposure to credit risk. The Fund does not specifically limit its credit risk with respect to any single counterparty. Further, there is a risk that no suitable counterparties will be willing to enter into, or continue to enter into, transactions with the Fund and, as a result, the Fund may not be able to achieve its investment objective.

CURRENCY FORWARDS

A currency forward transaction is a contract to buy or sell a specified quantity of currency at a specified date in the future at a specified price which may be any fixed number of days from the date of the contract agreed upon by the parties. Currency forward contracts may be used to increase or reduce exposure to currency price movements.

The use of currency forward transactions involves certain risks. For example, if the counterparty under the contract defaults on its obligation to make payments due from it as a result of its bankruptcy or otherwise, a Fund may lose such payments altogether or collect only a portion thereof, which collection could involve costs or delays.

CURRENCY MANAGEMENT STRATEGIES

Currency management strategies are generally used in an attempt to reduce the risk and impact of adverse currency movements to protect the value of, or seek to mitigate the currency exposure associated with, an investment (including, for example, mitigating the exposure to the Euro that may be embedded in the Polish zloty). Currency management strategies, including currency forward contracts (described above) and cross-hedging, may substantially change a Fund’s exposure to currency exchange rates and could result in losses to the Fund if currencies do not perform as the Adviser expects. In addition, currency management strategies, to the extent that such strategies reduce a Fund’s exposure to currency risks, may also reduce the Fund’s ability to benefit from favorable changes in currency exchange rates. There is no assurance that the Adviser’s use of currency management strategies will benefit a Fund or that they will be, or can be, used at appropriate times. Furthermore, there may not be a perfect correlation between the amount of exposure to a particular currency and the amount of securities in the portfolio denominated in that currency or exposed to that currency. Currency markets are generally less regulated than securities markets. Derivatives transactions, especially currency forward contracts, currency related futures contracts and swap agreements, may involve significant amounts of currency management strategies risk. The VanEck VIP Emerging Markets

Bond Fund, which may utilize these types of instruments to a significant extent, will be especially subject to currency management strategies risk.

CYBER SECURITY

The Funds and their service providers are susceptible to cyber security risks that include, among other things, theft, unauthorized monitoring, release, misuse, loss, destruction or corruption of confidential and highly restricted data; denial of service attacks; unauthorized access to relevant systems; compromises to networks or devices that the Funds and their service providers use to service the Funds’ operations; and operational disruption or failures in the physical infrastructure or operating systems that support the Funds and their service providers. Cyber attacks against or security breakdowns of the Funds or their service providers may adversely impact the Funds and their shareholders, potentially resulting in, among other things, financial losses; the inability of Fund shareholders to transact business and the Funds to process transactions; the inability to calculate the Funds’ NAV; violations of applicable privacy and other laws; regulatory fines, penalties, reputational damage, reimbursement or other compensation costs; and/or additional compliance costs. The Funds may incur additional costs for cyber security risk management and remediation purposes. In addition, cyber security risks may also impact issuers of securities in which the Funds invest, which may cause the Funds’ investments in such issuers to lose value. There can be no assurance that the Funds or their service providers will not suffer losses relating to cyber attacks or other information security breaches in the future.

DEBT SECURITIES

The Funds may invest in debt securities. The market value of debt securities generally varies in response to changes in interest rates and the financial condition of each issuer and the value of a global resource if linked to the value of a global resource. Debt securities with similar maturities may have different yields, depending upon several factors, including the relative financial condition of the issuers. Investment grade means a rating of Baa3 or better by Moody’s or BBB- or better by S&P, or of comparable quality in the judgment of the Adviser or if no rating has been given by either service. Many securities of foreign issuers are not rated by these services. Therefore, the selection of such issuers depends to a large extent on the credit analysis performed by the Adviser. During periods of declining interest rates, the value of debt securities generally increases. Conversely, during periods of rising interest rates, the value of such securities generally declines. These changes in market value will be reflected in a Fund’s net asset value. Debt securities with similar maturities may have different yields, depending upon several factors, including the relative financial condition of the issuers. For example, higher yields are generally available from securities in the lower rating categories of S&P or Moody’s. However, the values of lower-rated securities generally fluctuate more than those of high-grade securities. Many securities of foreign issuers are not rated by these services. Therefore the selection of such issuers depends to a large extent on the credit analysis performed by the Adviser.

New issues of certain debt securities are often offered on a when-issued basis. That is, the payment obligation and the interest rate are fixed at the time the buyer enters into the commitment, but delivery and payment for the securities normally take place after the date of the commitment to purchase. The value of when-issued securities may vary prior to and after delivery depending on market conditions and changes in interest rate levels. However, the Funds do not accrue any income on these securities prior to delivery. The Funds may also invest in low rated or unrated debt securities. Low rated debt securities present a significantly greater risk of default than do higher rated securities, in times of poor business or economic conditions, the Funds may lose interest and/or principal on such securities.

The Funds may also invest in various money market securities for cash management purposes or when assuming a temporary defensive position. Money market securities may include commercial paper, bankers’ acceptances, bank obligations, corporate debt securities, certificates of deposit, U.S. government securities and obligations of savings institutions.

DEPOSITARY RECEIPTS

The Funds may invest in Depositary Receipts, which represent an ownership interest in securities of foreign companies (an “underlying issuer”) that are deposited with a depositary. Depositary Receipts are not necessarily denominated in the same currency as the underlying securities. Depositary Receipts include American Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”) and other types of Depositary Receipts (which, together with ADRs and GDRs, are hereinafter collectively referred to as “Depositary Receipts”). ADRs are dollar-denominated Depositary Receipts typically issued by a U.S. financial institution which evidence an ownership interest in a security or pool of securities issued by a foreign issuer. ADRs are listed and traded in the United States. GDRs and other types of Depositary Receipts are typically issued by foreign banks or trust companies, although they also may be issued by U.S. financial institutions, and evidence ownership interests in a security or pool of securities issued by either a foreign or a U.S. corporation. Generally, Depositary Receipts in registered form are designed for use in the U.S. securities market and Depositary Receipts in bearer form are designed for use in securities markets outside the United States.

Depositary Receipts may be “sponsored” or “unsponsored.” Sponsored Depositary Receipts are established jointly by a depositary and the underlying issuer, whereas unsponsored Depositary Receipts may be established by a depositary without participation by the underlying issuer. Holders of unsponsored Depositary Receipts generally bear all the costs associated with establishing unsponsored Depositary Receipts. In addition, the issuers of the securities underlying unsponsored Depository Receipts are not obligated to disclose material information in the United States and, therefore, there may be less information available regarding such issuers and there may not be a correlation between such information and the market value of the Depositary Receipts.

DERIVATIVES

The Funds may also use derivatives, such as futures contracts and options, forward contracts and swaps as part of various investment techniques and strategies, such as creating non-speculative “synthetic” positions (covered by segregation of liquid assets) or implementing “cross-hedging” strategies. A “synthetic” position is the duplication of a cash market transaction. “Cross-hedging” involves the use of one currency to hedge against the decline in the value of another currency. The use of such instruments as described herein involves several risks. First, there can be no assurance that the prices of such instruments and the hedge security or the cash market position will move as anticipated. If prices do not move as anticipated, a Fund may incur a loss on its investment, may not achieve the hedging protection it anticipated and/or may incur a loss greater than if it had entered into a cash market position. Second, investments in such instruments may reduce the gains which would otherwise be realized from the sale of the underlying securities or assets which are being hedged. Third, positions in such instruments can be closed out only on an exchange that provides a market for those instruments. There can be no assurance that such a market will exist for a particular derivative. If the Fund cannot close out an exchange traded derivative which it holds, it may have to perform its contract obligation or exercise its option to realize any profit and may incur transaction cost on the sale of the underlying assets. In addition, the use of derivative instruments involves the risk that a loss may be sustained as a result of the failure of the counterparty to the derivatives contract to make required payments or otherwise comply with the contract’s terms.

When the Funds intend to acquire securities (or gold bullion or coins as the case may be) for their portfolio, they may use call derivatives as a means of fixing the price of the security (or gold) they intend to purchase at the exercise price or contract price depending on the derivative. An increase in the acquisition cost may be offset, in whole or part, by a gain on the derivative. Options and futures contracts requiring delivery of a security may also be useful to the Funds in purchasing a large block of securities that would be more difficult to acquire by direct market purchases. If the Funds hold a call option rather than the underlying security itself, the Funds are partially protected from any unexpected decline in the market price of the underlying security and in such event could allow the call option to expire, incurring a loss only to the extent of the premium paid for the option. Using a futures contract would not offer such partial protection against market declines and the Funds may experience a loss as if they had owned the underlying security.

In addition, the Funds may invest in Participation Notes or P-Notes which are issued by banks or broker-dealers and are designed to offer a return linked to the performance of a particular underlying equity security or market. P-Notes can have the characteristics or take the form of various instruments, including, but not limited to, certificates or warrants. The holder of a P-Note that is linked to a particular underlying security is entitled to receive any dividends paid in connection with the underlying security. However, the holder of a P-Note generally does not receive voting rights as it would if it directly owned the underlying security. P-Notes constitute direct, general and unsecured contractual obligations of the banks or broker-dealers that issue them, which therefore subject a Fund to counterparty risk, as discussed below. Investments in P-Notes involve certain risks in addition to those associated with a direct investment in the underlying foreign companies or foreign securities markets whose return they seek to replicate. For instance, there can be no assurance that the trading price of a P-Note will equal the underlying value of the foreign company or foreign securities market that it seeks to replicate. As the purchaser of a P-Note, a Fund is relying on the creditworthiness of the counterparty issuing the P-Note and has no rights under a P-Note against the issuer of the underlying security. Therefore, if such counterparty were to become insolvent, a Fund would lose its investment. The risk that a Fund may lose its investments due to the insolvency of a single counterparty may be amplified to the extent the Fund purchases P-Notes issued by one issuer or a small number of issuers. P-Notes also include transaction costs in addition to those applicable to a direct investment in securities.

Due to liquidity and transfer restrictions, the secondary markets on which P-Notes are traded may be less liquid than the markets for other securities, which may lead to the absence of readily available market quotations for securities in a Fund’s portfolio. The ability of a Fund to value its securities becomes more difficult and the judgment in the application of fair value procedures may play a greater role in the valuation of a Fund’s securities due to reduced availability of reliable objective pricing data. Consequently, while such determinations will be made in good faith, it may nevertheless be more difficult for a Fund to accurately assign a daily value to such securities.

Under Rule 18f-4 (the “derivatives rule”), funds need to trade derivatives and other transactions that create future fund payment or delivery obligations subject to a value-at-risk (“VaR”) leverage limit, and certain derivatives risk management program and reporting requirements. Generally, these requirements apply unless a fund qualifies as a “limited derivatives user,”

as defined in the derivatives rule. Under the derivatives rule, when a fund trades reverse repurchase agreements or similar financing transactions, including certain tender option bonds, it needs to aggregate the amount of indebtedness associated with the reverse repurchase agreements or similar financing transactions with the aggregate amount of any other senior securities representing indebtedness when calculating the fund’s asset coverage ratio or treat all such transactions as derivatives transactions. Reverse repurchase agreements or similar financing transactions aggregated with other indebtedness do not need to be included in the calculation of whether a fund is a limited derivatives user, but for funds subject to the VaR testing, reverse repurchase agreements and similar financing transactions must be included for purposes of such testing whether treated as derivatives transactions or not. The Securities and Exchange Commission (“SEC”) also provided guidance in connection with the derivatives rule regarding use of securities lending collateral that may limit a fund's securities lending activities. In addition, under the derivatives rule, the Fund is permitted to invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, and the transaction will be deemed not to involve a senior security under the 1940 Act, provided that (i) the Fund intends to physically settle the transaction and (ii) the transaction will settle within 35 days of its trade date (the “Delayed-Settlement Securities Provision”). The Fund may otherwise engage in such transactions that do not meet the conditions of the Delayed-Settlement Securities Provision so long as the Fund treats any such transaction as a “derivatives transaction” for purposes of compliance with the derivatives rule. Furthermore, under the derivatives rule, the Fund will be permitted to enter into an unfunded commitment agreement, and such unfunded commitment agreement will not be subject to the asset coverage requirements under the 1940 Act, if the Fund reasonably believes, at the time it enters into such agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all such agreements as they come due.

DIRECT INVESTMENTS

The Funds, except VanEck VIP Emerging Markets Bond Fund, may not invest more than 10% of their total assets in direct investments. Direct investments include (i) the private purchase from an enterprise of an equity interest in the enterprise, and (ii) the purchase of such an equity interest in an enterprise from an investor in the enterprise. In each case, a Fund may, at the time of making an investment, enter into a shareholder or similar agreement with the enterprise and one or more other holders of equity interests in the enterprise.

Certain of the Funds’ direct investments may include investments in smaller, less seasoned companies. These companies may have limited product lines, markets or financial resources, or they may be dependent on a limited management group. In some cases, the Funds’ direct investments may fund new start-up operations for an enterprise.

Direct investments may involve a high degree of business and financial risk that can result in substantial losses. Because of the absence of any public trading market for these investments, the Funds may take longer to liquidate these positions than would be the case for publicly traded securities. Although these securities may be resold in privately negotiated transactions, the prices on these sales could be less than those originally paid by the Funds. Furthermore, issuers whose securities are not publicly traded may not be subject to public disclosure and other investor protection requirements applicable to publicly traded securities. If such securities are required to be registered under the securities laws of one or more jurisdictions before being resold, the Funds may be required to bear the expense of the registration. Direct investments are generally considered illiquid and will be aggregated with other illiquid investments for purposes of the limitation on illiquid investments. Direct investments can be difficult to price. The pricing of direct investments may not be reflective of the price at which these assets could be liquidated.

EQUITY SECURITIES

The Funds may invest in equity securities. Equity securities, such as common stock, represent an ownership interest, or the right to acquire an ownership interest, in an issuer.

Common stock generally takes the form of shares in a corporation. The value of a company’s stock may fall as a result of factors directly relating to that company, such as decisions made by its management or lower demand for the company’s products or services. A stock’s value also may fall because of factors affecting not just the company, but also companies in the same industry or in a number of different industries, such as increases in production costs. The value of a company’s stock also may be affected by changes in financial markets that are relatively unrelated to the company or its industry, such as changes in interest rates or currency exchange rates. In addition, a company’s stock generally pays dividends only after the company invests in its own business and makes required payments to holders of its bonds, other debt and preferred stock. For this reason, the value of a company’s stock usually reacts more strongly than its bonds, other debt and preferred stock to actual or perceived changes in the company’s financial condition or prospects. Stocks of smaller companies may be more vulnerable to adverse developments than those of larger companies. Stocks of companies that the portfolio manager believes are fast-growing may trade at a higher multiple of current earnings than other stocks. The value of such stocks may be more sensitive to changes in current or expected earnings than the values of other stocks.

Different types of equity securities provide different voting and dividend rights and priority in the event of the bankruptcy and/or insolvency of the issuer. In addition to common stock, equity securities may include preferred stock, convertible securities and warrants, which are discussed elsewhere in the Prospectus and this Statement of Additional Information. Equity securities other than common stock are subject to many of the same risks as common stock, although possibly to different degrees.

Environmental, social, and governance (“ESG”) considerations, may be utilized as a component of a Fund’s investment process to implement its investment strategy in pursuit of its investment objective. ESG factors may be incorporated to evaluate an issuer, as part of risk analysis, opportunity analysis, or in other manners. ESG factors may vary across types of investments and issuers, and not every ESG factor may be identified or evaluated. The incorporation of ESG factors may affect a Fund’s exposure to certain issuers or industries and may not work as intended. A Fund may underperform other funds that do not assess an issuer’s ESG factors as part of the investment process or that use a different methodology to identify and/or incorporate ESG factors. Because ESG considerations may be used as one part of an overall investment process, a Fund may still invest in securities of issuers that are not considered ESG-focused or that may be viewed as having a high ESG risk profile. As investors can differ in their views regarding ESG factors, a Fund may invest in issuers that do not reflect the views with respect to ESG of any particular investor. Information used by a Fund to evaluate such factors, including information from reliance on third-party research and/or proprietary research, may not be readily available, complete or accurate, and may vary across providers and issuers as ESG is not a uniformly defined characteristic, which could negatively impact a Fund’s ability to accurately assess an issuer, which could negatively impact a Fund’s performance. There is no guarantee that the evaluation of ESG considerations will be additive to a Fund’s performance.

FOREIGN SECURITIES

Foreign securities include securities issued by a foreign government, quasi-government or corporate entity, traded in foreign currencies or issued by companies with most of their business interests in foreign countries. Investors should recognize that investing in foreign securities involves certain special considerations that are not typically associated with investing in United States securities. Since investments in foreign companies frequently involve currencies of foreign countries, and since the Funds may hold securities and funds in foreign currencies, the Funds may be affected favorably or unfavorably by changes in currency rates and in exchange control regulations, if any, and may incur costs in connection with conversions between various currencies. Most foreign stock markets, while growing in volume of trading activity, have less volume than the New York Stock Exchange (“NYSE”), and securities of some foreign companies may be less liquid and more volatile than securities of comparable domestic companies. Similarly, volume and liquidity in most foreign bond markets may be less than in the United States, and at times volatility of price can be greater than in the United States. Fixed commissions on foreign securities exchanges are generally higher than negotiated commissions on United States exchanges. There is generally less government supervision and regulation of securities exchanges, brokers and listed companies in foreign countries than in the United States. In addition, with respect to certain foreign countries, there is the possibility of exchange control restrictions, expropriation or confiscatory taxation, political, economic or social instability, which could affect investments in those countries. Foreign securities such as those purchased by the Funds may be subject to foreign government taxes, higher custodian fees, higher brokerage commissions and dividend collection fees which could reduce the yield on such securities.

Trading in futures contracts traded on foreign commodity exchanges may be subject to the same or similar risks as trading in foreign securities.

FOREIGN SECURITIES – EMERGING MARKET SECURITIES

The Funds may have a substantial portion of their assets invested in emerging markets. The Adviser has broad discretion to identify countries that it considers to qualify as emerging markets. The Adviser selects emerging market countries and currencies that the Funds will invest in based on the Adviser’s evaluation of economic fundamentals, legal structure, political developments and other specific factors the Adviser believes to be relevant. An instrument may qualify as an emerging market debt security if it is either (i) issued by an emerging market government, quasi-government or corporate entity (regardless of the currency in which it is denominated) or (ii) denominated in the currency of an emerging market country (regardless of the location of the issuer).

Investing in the equity and fixed income markets of emerging market countries involves exposure to potentially unstable governments, the risk of nationalization of businesses, restrictions on foreign ownership, prohibitions on repatriation of assets and a system of laws that may offer less protection of property rights. Emerging market economies may be based on only a few industries, may be highly vulnerable to changes in local and global trade conditions, and may suffer from extreme and volatile debt burdens or inflation rates.

Additionally, the government in an emerging market country may restrict or control to varying degrees the ability of foreign investors to invest in securities of issuers located or operating in such emerging market countries. These restrictions

and/or controls may at times limit or prevent foreign investment in securities of issuers located or operating in emerging market countries. In addition, a Fund may not be able to buy or sell securities or receive full value for such securities. Moreover, certain emerging market countries may require governmental approval or special licenses prior to investments by foreign investors and may limit the amount of investments by foreign investors in a particular industry and/or issuer; may limit such foreign investment to a certain class of securities of an issuer that may have less advantageous rights than the classes available for purchase by domiciliaries of such emerging market countries; and/or may impose additional taxes on foreign investors. A delay in obtaining a required government approval or a license would delay investments in those emerging market countries, and, as a result, a Fund may not be able to invest in certain securities while approval is pending. The government of certain emerging market countries may also withdraw or decline to renew a license that enables a Fund to invest in such country. These factors make investing in issuers located or operating in emerging market countries significantly riskier than investing in issuers located or operating in more developed countries, and any one of them could cause a decline in the value of a Fund’s shares.

Additionally, investments in issuers located in certain emerging market countries may be subject to a greater degree of risk associated with governmental approval in connection with the repatriation of investment income, capital or the proceeds of sales of securities by foreign investors. Moreover, there is the risk that if the balance of payments in an emerging market country declines, the government of such country may impose temporary restrictions on foreign capital remittances. Consequently, a Fund could be adversely affected by delays in, or a refusal to grant, required governmental approval for repatriation of capital, as well as by the application to the Fund of any restrictions on investments. Furthermore, investments in emerging market countries may require a Fund to adopt special procedures, seek local government approvals or take other actions, each of which may involve additional costs to a Fund.

The securities markets in emerging markets are substantially smaller, less liquid and more volatile than the major securities markets in the United States. A high proportion of the shares of many issuers may be held by a limited number of persons and financial institutions, which may limit the number of shares available for investment by the portfolio. Similarly, volume and liquidity in the bond markets in Asia, Eastern and Central Europe and other emerging markets are less than in the United States and, at times, price volatility can be greater than in the United States. A limited number of issuers in Asian and emerging market securities markets may represent a disproportionately large percentage of market capitalization and trading value. The limited liquidity of securities markets in these regions may also affect a Fund’s ability to acquire or dispose of securities at the price and time it wishes to do so. Accordingly, during periods of rising securities prices in the more illiquid regions’ securities markets, a Fund’s ability to participate fully in such price increases may be limited by its investment policy of investing not more than 15% of its net assets in illiquid investments. Conversely, the inability of a Fund to dispose fully and promptly of positions in declining markets may cause a Fund’s net asset values to decline as the values of the unsold positions are marked to lower prices. In addition, these securities markets are susceptible to being influenced by large investors trading significant blocks of securities. Also, stockbrokers and other intermediaries in emerging markets may not perform in the same way as their counterparts in the United States and other more developed securities markets. The prices at which a Fund may acquire investments may be affected by trading by persons with material non-public information and by securities transactions by brokers in anticipation of transactions by the Fund in particular securities.

The Funds may invest in Latin American, Asian, Eurasian and other countries with emerging economies or securities markets. Political and economic structures in many such countries may be undergoing significant evolution and rapid development, and such countries may lack the social, political and economic stability characteristics of the United States. Certain such countries have in the past failed to recognize private property rights and have at times nationalized or expropriated the assets of private companies. As a result, the risks described above, including the risks of nationalization or expropriation of assets, may be heightened. In addition, unanticipated political or social developments may affect the value of a Fund’s investments in those countries and the availability to a Fund of additional investments in those countries. Emerging market countries may have different accounting, auditing and financial reporting standards and may employ other regulatory practices and requirements as compared to more developed markets.

The Russian, Eastern and Central European, Chinese and Taiwanese stock markets are undergoing a period of growth and change which may result in trading volatility and difficulties in the settlement and recording of transactions, and in interpreting and applying the relevant law and regulations.

Certain Risks of Investing in Asia-Pacific Countries. In addition to the risks of foreign investing and the risks of investing in developing markets, the developing market Asia-Pacific countries in which a Fund may invest are subject to certain additional or specific risks. A Fund may make substantial investments in Asia-Pacific countries. In many of these markets, there is a high concentration of market capitalization and trading volume in a small number of issuers representing a limited number of industries, as well as a high concentration of investors and financial intermediaries. Many of these markets also may be affected by developments with respect to more established markets in the region such as in Japan and Hong Kong. Brokers in developing market Asia-Pacific countries typically are fewer in number and less well capitalized than brokers in the United

States. These factors, combined with the U.S. regulatory requirements for open-end investment companies, result in potentially fewer investment opportunities for the Fund and may have an adverse impact on the investment performance of a Fund.

Many of the developing market Asia-Pacific countries may be subject to a greater degree of economic, political and social instability than is the case in the United States and Western European countries. Such instability may result from, among other things: (i) authoritarian governments or military involvement in political and economic decision-making, including changes in government through extra-constitutional means; (ii) popular unrest associated with demands for improved political, economic and social conditions; (iii) internal insurgencies; (iv) hostile relations with neighboring countries; and (v) ethnic, religious and racial disaffection. Public health crises or major health-related developments may have a substantial impact on the economy of certain Asian-Pacific countries. Outbreaks of contagious viruses and diseases, including the novel viruses commonly known as SARS, MERS, and Covid-19 (Coronavirus), may reduce business activity or disrupt market activity, and have the potential to exacerbate market risks such as volatility in exchange rates or the trading of Asian-Pacific securities listed domestically or abroad. In addition, the governments of many of such countries, such as Indonesia, have a substantial role in regulating and supervising the economy. Another risk common to most such countries is that the economy is heavily export oriented and, accordingly, is dependent upon international trade. The existence of overburdened infrastructure and obsolete financial systems also presents risks in certain countries, as do environmental problems. Certain economies also depend to a significant degree upon exports of primary commodities and, therefore, are vulnerable to changes in commodity prices that, in turn, may be affected by a variety of factors.

Governments of many developing market Asia-Pacific countries have exercised and continue to exercise substantial influence over many aspects of the private sector. In certain cases, the government owns or controls many companies, including the largest in the country. Accordingly, government actions in the future could have a significant effect on economic conditions in developing market Asia-Pacific countries, which could affect private sector companies and a Fund itself, as well as the value of securities in the Fund’s portfolio. In addition, economic statistics of developing market Asia-Pacific countries may be less reliable than economic statistics of more developed nations.

Investments through Stock Connect. VanEck VIP Emerging Markets Fund may invest in A-shares listed and traded on the Shanghai Stock Exchange and the Shenzhen Stock Exchange through the Shanghai-Hong Kong Stock Connect Program and the Shenzhen-Hong Kong Stock Connect Program (together, “Stock Connect”), or on such other stock exchanges in China which participate in Stock Connect from time to time or in the future. Trading through Stock Connect is subject to a number of restrictions that may affect the VanEck VIP Emerging Markets Fund’s investments and returns. For example, purchases of A-shares through Stock Connect are subject to a daily quota which does not belong to the Fund and can only be utilised on a first-come-first-serve basis. Once the daily quota is exceeded, buy orders may be rejected. The the Fund’s ability to invest in A-shares may therefore be limited. In addition, investments made through Stock Connect are subject to trading, clearance and settlement procedures that are relatively untested in the PRC, which could pose risks to the VanEck VIP Emerging Markets Fund. Furthermore, securities purchased via Stock Connect will be held via a book entry omnibus account in the name of Hong Kong Securities Clearing Company Limited (“HKSCC”), Hong Kong’s clearing entity, at the China Securities Depository and Clearing Corporation Limited (“CSDCC”). The VanEck VIP Emerging Markets Fund’s ownership interest in Stock Connect securities will not be reflected directly in book entry with CSDCC and will instead only be reflected on the books of its Hong Kong sub-custodian. The VanEck VIP Emerging Markets Fund may therefore depend on HKSCC’s ability or willingness as record-holder of Stock Connect securities to enforce the Fund’s shareholder rights. PRC law did not historically recognize the concept of beneficial ownership; while PRC regulations and the Hong Kong Stock Exchange have issued clarifications and guidance supporting the concept of beneficial ownership via Stock Connect, the interpretation of beneficial ownership in the PRC by regulators and courts may continue to evolve. Moreover, Stock Connect A-shares generally may not be sold, purchased or otherwise transferred other than through Stock Connect in accordance with applicable rules.

A primary feature of Stock Connect is the application of the home market’s laws and rules applicable to investors in A-shares. Therefore, the VanEck VIP Emerging Markets Fund’s investments in Stock Connect A-shares are generally subject to PRC securities regulations and listing rules, among other restrictions. The Stock Exchange of Hong Kong, Shenzhen Stock Exchange (“SZSE”) and Shanghai Stock Exchange (“SSE”) reserve the right to suspend trading if necessary for ensuring an orderly and fair market and managing risks prudently, which could adversely affect the VanEck VIP Emerging Market Fund’s ability to access the mainland China market. A stock may be recalled from the scope of eligible SSE securities or SZSE securities for trading via the Stock Connect for various reasons, and in such event, the stock can only be sold but is restricted from being bought. Stock Connect is only available on days when markets in both the PRC and Hong Kong are open, which may limit the VanEck VIP Emerging Markets Fund’s ability to trade when it would be otherwise attractive to do so.

Uncertainties in permanent PRC tax rules governing the taxation of income and gains from investments in Stock Connect A-shares could result in unexpected tax liabilities for the VanEck VIP Emerging Markets Fund.

The VanEck VIP Emerging Markets Fund may, through the Stock Connect, access securities listed on the ChiNext market and STAR Board of the SZSE. Listed companies on the ChiNext market and STAR Board are usually of an emerging nature with smaller operating scale. Listed companies on the ChiNext Market and STAR Board are subject to wider price

fluctuation limits and due to higher entry thresholds for investors, may have limited liquidity, compared to other boards. They are subject to higher fluctuation in stock prices and liquidity and have higher risks and turnover ratios than companies listed on the main board of the SZSE. Securities listed on the ChiNext Market may be overvalued and such exceptionally high valuation may not be sustainable. Stock prices may be more susceptible to manipulation due to fewer circulating shares. It may be more common and faster for companies listed on the ChiNext to delist. This may have an adverse impact on the VanEck VIP Emerging Markets Fund if the companies that it invests in are delisted. Also, the rules and regulations regarding companies listed on the ChiNext Market and STAR Board are less stringent in terms of profitability and share capital than those on the main board. Investments in the ChiNext Market and STAR Board may result in significant losses for the VanEck VIP Emerging Markets Fund and its investors. STAR Board is a newly established board and may have a limited number of listed companies during the initial stage. Investments in STAR board may be concentrated in a small number of stocks and subject the Fund to higher concentration risk.

The Stock Connect only operates on days when both the PRC and Hong Kong markets are open for trading and when banks in both markets are open on the corresponding settlement days. So it is possible that there are occasions when it is a normal trading day for the PRC market but the Fund cannot carry out any China A-Shares trading via the Stock Connect. The Fund may be subject to a risk of price fluctuations in China A-Shares during the time when any of the Stock Connect is not trading as a result.

PRC regulations require that before an investor sells any share, there should be sufficient shares in the account; otherwise the SSE or SZSE will reject the sell order concerned. SEHK will carry out pre-trade checking on China A-Shares sell orders of its participants (i.e. the stock brokers) to ensure there is no over-selling. If the Fund intends to sell certain China A-Shares it holds, it must transfer those China A-Shares to the respective accounts of its broker(s) before the market opens on the day of selling (“trading day”). If it fails to meet this deadline, it will not be able to sell those shares on the trading day. Because of this requirement, the Fund may not be able to dispose of its holdings of China A-Shares in a timely manner.

The Stock Connect program is a relatively new program and may be subject to further interpretation and guidance. There can be no assurance as to the program’s continued existence or whether future developments regarding the program may restrict or adversely affect the VanEck VIP Emerging Markets Fund's investments or returns. In addition, the application and interpretation of the laws and regulations of Hong Kong and the PRC, and the rules, policies or guidelines published or applied by relevant regulators and exchanges in respect of the Stock Connect program are uncertain, and they may have a detrimental effect on the VanEck VIP Emerging Markets Fund’s investments and returns. Moreover, the rules and regulations may have potential retrospective effect. There can be no assurance that the Stock Connects will not be abolished. Investments in mainland China markets through the Stock Connects may adversely affect the VanEck VIP Emerging Markets Fund as a result of such changes.

Investments through Bond Connect. The VanEck VIP Emerging Markets Bond Fund may invest in Renminbi (“RMB”)-denominated bonds issued in the PRC by Chinese credit, government, and quasi-governmental issuers (“RMB Bonds”). RMB Bonds are available through the “Mutual Bond Market Access between Mainland China and Hong Kong” (“Bond Connect”) program. The VanEck VIP Emerging Markets Bond Fund’s investments in bonds will be subject to a number of additional risks and restrictions that may affect the VanEck VIP Emerging Markets Bond Fund’s investments and returns.

Bond Connect Risks (VanEck VIP Emerging Markets Bond Fund only)

The “Mutual Bond Market Access between Mainland China and Hong Kong” (“Bond Connect”) program is an initiative established to facilitate investors from Mainland China and Hong Kong to trade in each other’s bond markets through connection between the Mainland China and Hong Kong financial institutions.

Under the prevailing PRC regulations, eligible foreign investors will be allowed to invest in the bonds available on the China Interbank Bond Market (“CIBM”) through the northbound trading of Bond Connect (“Northbound Trading Link”). There will be no investment quota for the Northbound Trading Link.

Under the Northbound Trading Link, eligible foreign investors are required to appoint the China Foreign Exchange Trade System & National Interbank Funding Centre (“CFETS”) or other institutions recognized by the PBOC as registration agents to apply for registration with the PBOC.

Eligible foreign investors may submit trade requests for bonds circulated in the CIBM through the Northbound Trading Link provided by offshore electronic bond trading platforms, which will in turn transmit their requests for quotation to CFETS. CFETS will send the requests for quotation to a number of approved onshore dealers (including market makers and others engaged in the market-making business) in Mainland China. The approved onshore dealers will respond to the requests for quotation via CFETS, and CFETS will send their responses to those eligible foreign investors through the same offshore electronic bond trading platforms. Once the eligible foreign investor accepts the quotation, the trade is concluded on CFETS.

On the other hand, the settlement and custody of bond securities traded in the CIBM under Bond Connect will be done through the settlement and custody link between an offshore custody agent and onshore custodian and clearing institutions in mainland China. In August 2018, Bond Connect enhanced its settlement system to fully implement real-time delivery-versus-payment settlement of trades, which has resulted in increased adoption of Bond Connect by investors. However, there is a risk that Chinese regulators may alter all or part of the structure and terms of, as well as a China Fund’s access to, Bond Connect in the future or eliminate it altogether, which may limit or prevent the Fund from investing directly in or selling its bond securities. Pursuant to the prevailing regulations in mainland China, all bonds traded by eligible foreign investors will be registered in the name of the Central Moneymarkets Unit of the Hong Kong Monetary Authority (“CMU”), which will hold such bonds as a nominee owner.

Bond Connect is relatively new. Laws, rules, regulations, policies, notices, circulars or guidelines relating to Bond Connect as published or applied by any of the Bond Connect authorities are untested and are subject to change from time to time. There can be no assurance that Bond Connect will not be restricted, suspended or abolished. If such event occurs, the Fund’s ability to invest in the CIBM through Bond Connect will be adversely affected, and if the Fund is unable to adequately access the CIBM through other means, the Fund’s ability to achieve its investment objective will be adversely affected.

Under the prevailing regulations, eligible foreign investors who wish to participate in Bond Connect may do so through an offshore custody agent, registration agent or other third parties (as the case may be), who would be responsible for making the relevant filings and account opening with the relevant authorities. The Fund is therefore subject to the risk of default or errors on the part of such agents.

Trading through Bond Connect is performed through newly developed trading platforms and operational systems. There is no assurance that such systems will function properly (in particular, under extreme market conditions) or will continue to be adapted to changes and developments in the market. In the event that the relevant systems fails to function properly, trading through Bond Connect may be disrupted. The Fund’s ability to trade through Bond Connect (and hence to pursue its investment strategy) may therefore be adversely affected. In addition, where the Fund invests in the CIBM through Bond Connect, it may be subject to risks of delays inherent in the order placing and/or settlement.

The CMU (i.e. the Hong Kong Monetary Authority) is the “nominee holder” of the bonds acquired by the Fund through Bond Connect. Whilst the Bond Connect Authorities have expressly stated that investors will enjoy the rights and interests of the bonds acquired through Bond Connect in accordance with applicable laws, the exercise and the enforcement of beneficial ownership rights over such bonds in the courts in China is yet to be tested. In addition, in the event that the nominee holder becomes insolvent, such bonds may form part of the pool of assets of the nominee holder available for distribution to its creditors and the Fund, as a beneficial owner, may have no rights whatsoever in respect thereof.

Chinese Variable Interest Entities Risks

Chinese operating companies sometimes rely on variable interest entity (“VIE”) structures to raise capital from non-Chinese investors. In a VIE structure, a China-based operating company establishes an entity (typically offshore) that enters into service and other contracts with the Chinese company designed to provide economic exposure to the company. The offshore entity then issues exchange-traded shares that are sold to the public, including non-Chinese investors (such as a Fund). Shares of the offshore entity are not equity ownership interests in the Chinese operating company and therefore the ability of the offshore entity to control the activities of the Chinese company are limited and the Chinese company may engage in activities that negatively impact investment value. The VIE structure is designed to provide the offshore entity (and in turn, investors in the entity) with economic exposure to the Chinese company that replicates equity ownership, without actual equity ownership. VIE structures are used due to Chinese government prohibitions on foreign ownership of companies in certain industries and it is not clear that the contracts are enforceable or that the structures will otherwise work as intended.

Intervention by the Chinese government with respect to VIE structures could adversely affect the Chinese operating company’s performance, the enforceability of the offshore entity’s contractual arrangements with the Chinese company and the value of the offshore entity’s shares. Further, if the Chinese government determines that the agreements establishing the VIE structure do not comply with Chinese law and regulations, including those related to prohibitions on foreign ownership, the Chinese government could subject the Chinese company to penalties, revocation of business and operating licenses or forfeiture of ownership interests. The offshore entity’s control over the Chinese company may also be jeopardized if certain legal formalities are not observed in connection with the agreements, if the agreements are breached or if the agreements are otherwise determined not to be enforceable. If any of the foregoing were to occur, the market value of a Fund’s associated portfolio holdings would likely fall, causing substantial investment losses for the Fund.

In addition, Chinese companies listed on U.S. exchanges, including ADRs and companies that rely on VIE structures, may be delisted if they do not meet U.S. accounting standards and auditor oversight requirements. Delisting could significantly

decrease the liquidity and value of the securities of these companies, decrease the ability of a Fund to invest in such securities and increase the cost of the Fund if it is required to seek alternative markets in which to invest in such securities.

Risks Relating to Investing in India (VanEck VIP Emerging Markets Fund only)

Investments in securities of Indian issuers involve risks and special considerations not typically associated with investments in the U.S. securities markets. Such heightened risks include, among others, greater government control over the economy, including the risk that the Indian government may decide not to continue to support economic reform programs, political and legal uncertainty, competition from low-cost issuers of other emerging economies in Asia, currency fluctuations or blockage of foreign currency exchanges and the risk of nationalization or expropriation of assets. Large portions of many Indian companies remain in the hands of individuals and corporate governance standards of Indian companies may be weaker and less transparent, which may increase the risk of loss and unequal treatment of investors. In addition, religious and border disputes persist in India. India has experienced civil unrest and hostilities with neighboring countries, including Pakistan, and the Indian government has confronted separatist movements in several Indian states. India has also experienced acts of terrorism that have targeted foreigners, which have had a negative impact on tourism, an important sector of the Indian economy. India has tested nuclear arms, and the threat of deployment of such weapons could hinder development of the Indian economy and escalating tensions could impact the broader region.

Economic Risk. The Indian government has exercised and continues to exercise significant influence over many aspects of the economy, and the number of public sector enterprises in India is substantial. Accordingly, Indian government actions in the future could have a significant effect on the Indian economy. The Indian government has experienced chronic structural public sector deficits. High amounts of debt and public spending could have an adverse impact on India’s economy. Services are the major source of economic growth, accounting for half of India’s output with less than one quarter of its labor force. Additionally, the Indian economy may be dependent upon agriculture. About two thirds of the workforce is in agriculture. The Fund’s investments may be susceptible to adverse weather changes including the threat of monsoons and other natural disasters. Despite strong growth, the World Bank and others express concern about the combined state and federal budget deficit.

Regulatory Risk. A foreign portfolio investor (“FPI”) in India is subject to certain restrictions on buying, selling or otherwise dealing in securities.

The Fund is registered as an FPI with the Securities and Exchange Board of India in order to obtain the ability to make and dispose of investments. There can be no assurance that the Fund will continue to qualify for the FPI license. Loss of the FPI registration could adversely impact the ability of the Fund to make investments in India. The Securities and Exchange Board of India imposes certain limitations on participation in an FPI. The Fund may compulsorily redeem units held by such investor(s) or take other actions in order to comply with applicable Indian law.

Investment and Repatriation Restrictions. The Central Government and the Reserve Bank of India impose certain limits on the foreign ownership of Indian securities. These restrictions and/or controls may at times limit or prevent foreign investment in securities of issuers located or operating in India and may inhibit the Fund’s ability to pursue its investment objective.

In the case of an ultimate beneficial owner who has direct or indirect common shareholding/beneficial ownership/beneficial interest of more than 50% in an FPI and an offshore derivative instrument (“ODI”) subscriber entity or two or more FPIs/ODI subscribers, the participation through ODIs would be aggregated with the direct holding of FPIs or the other concerned ODI subscribers while determining whether the above investment cap in an Indian company has been triggered.

Tax Risks. The taxation of income and capital gains of the Fund is subject to the fiscal laws and practices of different jurisdictions. Any of those jurisdictions may change their fiscal laws and practices (or interpretation thereof) and enforcement policies, possibly with retroactive effect.

a. Indirect Transfer Risk: Indian capital gains tax can be imposed on income arising from the transfer of shares in a company registered outside India which derives, directly or indirectly, its value substantially from the assets located in India. Being a Category I FPI, the Fund is currently exempt from the application of these rules. In case of loss of the Fund's registration as a Category I FPI or changes in Indian rules, the Fund could be subject to the indirect transfer tax provisions in the future.

b. Exposure to Permanent Establishment (“PE”): While the Fund believes that its activities should not create a PE in India, the Indian tax authorities may claim that these activities have resulted in a PE in India. Under such circumstances, the profits of the Fund to the extent attributable to the PE would be subject to taxation in India.

c. Exposure to Place of Effective Management (“POEM”) risk: While the Fund believes that its activities or the activities of the Adviser described in the Prospectus or this SAI should not lead to a situation where the POEM of the Fund or the Adviser is considered to be in India, there may be a risk that the Indian tax authorities will claim that these activities have resulted in a POEM of the Fund and/or the Adviser in India. If for any reason the activities are held to be a POEM of the Fund and/or the Adviser in India, then the worldwide profits of the Fund would be subject to taxation in India.

FOREIGN SECURITIES – FOREIGN CURRENCY TRANSACTIONS

Although the Funds value their assets daily in terms of U.S. dollars, they do not generally physically convert their holdings of foreign currencies into U.S. dollars on a daily basis. The Funds may do so from time to time, and investors should be aware of the costs of currency conversion. Although foreign exchange dealers do not charge a fee for conversion, they do realize a profit based on the difference (the “spread”) between the prices at which they are buying and selling various currencies. Thus, a dealer may offer to sell a foreign currency to the Funds at one rate, while offering a lesser rate of exchange should the Funds desire to resell that currency to the dealer. The Funds may use forward contracts, along with futures contracts, foreign exchange swaps and put and call options (all types of derivatives) as part of their overall hedging strategy. The Funds generally conduct their foreign currency exchange transactions, either on a spot (i.e., cash) basis at the spot rate prevailing in the foreign currency exchange market, or through purchasing put and call options on, or entering into futures contracts or forward contracts to purchase or sell foreign currencies. See “Options, Futures, Warrants and Subscription Rights.”

Changes in currency exchange rates may affect the Funds’ net asset value and performance. The Adviser may not be able to anticipate currency fluctuations in exchange rates accurately. The Funds may invest in a variety of derivatives and enter into hedging transactions to attempt to moderate the effect of currency fluctuations. The Funds may purchase and sell put and call options on, or enter into futures contracts or forward contracts to purchase or sell foreign currencies. This may reduce a Fund’s losses on a security when a foreign currency’s value changes. Hedging against a change in the value of a foreign currency does not eliminate fluctuations in the prices of portfolio securities or prevent losses if the prices of such securities decline. Furthermore, such hedging transactions reduce or preclude the opportunity for gain if the value of the hedged currency should change relative to the other currency. Finally, when the Funds use options and futures in anticipation of the purchase of a portfolio security to hedge against adverse movements in the security’s underlying currency, but the purchase of such security is subsequently deemed undesirable, a Fund may incur a gain or loss on the option or futures contract.

The Funds may enter into forward contracts to duplicate a cash market transaction. See also “Options, Futures, Warrants and Subscription Rights.”

A Fund may (but is not required to) engage in these transactions in order to protect against uncertainty in the level of future foreign exchange rates in the purchase and sale of securities. A Fund may also use foreign currency options and foreign currency forward contracts to increase exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another. Suitable currency hedging transactions may not be available in all circumstances and the Adviser may decide not to use hedging transactions that are available.

In those situations where foreign currency options or futures contracts, or options on futures contracts may not be readily purchased (or where they may be deemed illiquid or unattractive) in the primary currency in which the hedge is desired, the hedge may be obtained by purchasing or selling an option, futures contract or forward contract on a secondary currency. There can be no assurances that the exchange rate or the primary and secondary currencies will move as anticipated, or that the relationship between the hedged security and the hedging instrument will continue. If they do not move as anticipated or the relationship does not continue, a loss may result to a Fund on its investments in the hedging positions.

A forward foreign currency exchange contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. Although forwards are intended to minimize the risk of loss due to a decline in the value of the hedged

currencies, at the same time, they tend to limit any potential gain which might result should the value of such currencies increase.

The forecasting of currency market movement is extremely difficult, and whether any hedging strategy will be successful is highly uncertain. Moreover, it is impossible to forecast with precision the market value of portfolio securities at the expiration of a foreign currency forward contract. Accordingly, a Fund may be required to buy or sell additional currency on the spot market (and bear the expense of such transaction) if the Adviser’s predictions regarding the movement of foreign currency or securities markets prove inaccurate. In addition, the use of cross-hedging transactions may involve special risks, and may leave the Fund in a less advantageous position than if such a hedge had not been established.

At the maturity of a forward contract, the Funds may either sell the portfolio security and make delivery of the foreign currency, or they may retain the security and terminate their contractual obligation to deliver the foreign currency prior to maturity by purchasing an “offsetting” contract with the same currency trader, obligating it to purchase, on the same maturity date, the same amount of the foreign currency. There can be no assurance, however, that the Funds will be able to effect such a closing purchase transaction.

It is impossible to forecast the market value of a particular portfolio security at the expiration of the contract. Accordingly, if a decision is made to sell the security and make delivery of the foreign currency it may be necessary for a Fund to purchase additional foreign currency on the spot market (and bear the expense of such purchase) if the market value of the security is less than the amount of foreign currency that a Fund is obligated to deliver.

If a Fund retains the portfolio security and engages in an offsetting transaction, the Fund may incur a gain or a loss to the extent that there has been movement in forward contract prices. Additionally, although such contracts tend to minimize the risk of loss due to a decline in the value of the hedged currency, at the same time, they tend to limit any potential gain which might result should the value of such currency increase.

FUTURE DEVELOPMENTS

The Funds may take advantage of opportunities in the area of options, futures contracts, options on futures contracts, warrants, swaps and any other investments which are not presently contemplated for use or which are not currently available, but which may be developed, to the extent such investments are considered suitable for the Funds by the Adviser.

GLOBAL RESOURCES SECURITIES

Global resources securities include securities of global resource companies and instruments that derive their value from global resources. Global Resouces include precious metals (including gold), base and industrial metals, energy (including, but not limited to, gas, petroleum, petrochemicals and other hydrocarbons, and renewable energy resources such as solar, wind, geothermal, or biofuel), natural resources and other commodities. A global resource company is a company that derives, directly or indirectly, at least 50% of its revenues from exploration, development, production, distribution or facilitation of processes relating to global resources.

Since the market action of global resources securities may move against or independently of the market trend of industrial shares, the addition of such securities to an overall portfolio may increase the return and reduce the price fluctuations of such a portfolio. There can be no assurance that an increased rate of return or a reduction in price fluctuations of a portfolio will be achieved. Global resources securities are affected by many factors, including movement in the stock market. Inflation may cause a decline in the market, including global resource securities. The VanEck VIP Global Resources Fund has a fundamental policy of concentrating in “global resource” industries, and more than 50% of the VanEck VIP Global Resources Fund’s assets may be invested in any one of the above sectors. Precious metal and natural resource securities are at times volatile and there may be sharp fluctuations in prices, even during periods of rising prices.

HEDGING

Hedging is a strategy in which a derivative or other instrument or practice is used to offset the risks associated with other Fund holdings. Losses on the other investment may be substantially reduced by gains on a derivative that reacts in an opposite manner to market movements. Hedging can reduce or eliminate gains or cause losses if the market moves in a manner different from that anticipated by a Fund or if the cost of the derivative outweighs the benefit of the hedge. Hedging also involves correlation risk, i.e. the risk that changes in the value of the derivative will not match those of the holdings being hedged as expected by a Fund, in which case any losses on the holdings being hedged may not be reduced or may be increased. The inability to close options and futures positions also could have an adverse impact on a Fund’s ability to hedge effectively its portfolio. There is also a risk of loss by a Fund of margin deposits or collateral in the event of bankruptcy of a broker with whom the Fund has an open position in an option, a futures contract or a related option. There can be no assurance that a Fund’s

hedging strategies will be effective. The use of hedging may invoke the application of the mark-to-market and straddle provisions of the Internal Revenue Code of 1986, as amended (the “Code”). If such provisions are applicable, there could be an increase (or decrease) in the amount of taxable dividends paid by a Fund and may impact whether dividends paid by the Fund are classified as capital gains or ordinary income. The use of derivatives increases the risk that a Fund will be unable to close out certain hedged positions to avoid adverse tax consequences.

ILLIQUID INVESTMENTS

Each Fund may not acquire any illiquid investment if, immediately after the acquisition, the Fund would have invested more than 15% of its net assets in illiquid investments that are assets. For purposes of the above 15% limitation, illiquid investment means any investment that a Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment, as determined pursuant to the 1940 Act and applicable rules and regulations thereunder.

INDEXED SECURITIES AND STRUCTURED NOTES

The Funds may invest in indexed securities, i.e., structured notes securities and index options, whose value is linked to one or more currencies, interest rates, commodities, or financial or commodity indices. An indexed security enables the investor to purchase a note whose coupon and/or principal redemption is linked to the performance of an underlying asset. Indexed securities may be positively or negatively indexed (i.e., their value may increase or decrease if the underlying instrument appreciates). Indexed securities may have return characteristics similar to direct investments in the underlying instrument or to one or more options on the underlying instrument. Indexed securities may be more volatile than the underlying instrument itself, and present many of the same risks as investing in futures and options. Indexed securities are also subject to credit risks associated with the issuer of the security with respect to both principal and interest. Securities linked to one or more non-agriculture commodities or commodity indices may be considered global resources securities.

Indexed securities may be publicly traded or may be two-party contracts (such two-party agreements are referred to hereafter collectively as structured notes). When a Fund purchases a structured note, it makes a payment of principal to the counterparty. Some structured notes have a guaranteed repayment of principal while others place a portion (or all) of the principal at risk. Notes determined to be illiquid will be aggregated with other illiquid securities and will be subject to the Funds’ limitations on illiquid investments.

Credit Linked Notes. The Funds may invest in credit linked securities or credit linked notes (“CLNs”). CLNs are typically issued by a limited purpose trust or other vehicle (the “CLN trust”) that, in turn, invests in a derivative or basket of derivatives instruments, such as credit default swaps, interest rate swaps and/or other securities, in order to provide exposure to certain high yield, sovereign debt, emerging markets, or other fixed income markets. Generally, investments in CLNs represent the right to receive periodic income payments (in the form of distributions) and payment of principal at the end of the term of the CLN. However, these payments are conditioned on the CLN trust’s receipt of payments from, and the CLN trust’s potential obligations, to the counterparties to the derivative instruments and other securities in which the CLN trust invests. For example, the CLN trust may sell one or more credit default swaps, under which the CLN trust would receive a stream of payments over the term of the swap agreements provided that no event of default has occurred with respect to the referenced debt obligation upon which the swap is based. If a default were to occur, the stream of payments may stop and the CLN trust would be obligated to pay the counterparty the par (or other agreed upon value) of the referenced debt obligation. This, in turn, would reduce the amount of income and principal that the Fund would receive as an investor in the CLN trust. A Fund may also enter in CLNs to gain access to sovereign debt and securities in emerging markets particularly in markets where the Fund is not able to purchase securities directly due to domicile restrictions or tax restrictions or tariffs. In such an instance, the issuer of the CLN may purchase the reference security directly and/or gain exposure through a credit default swap or other derivative. The Fund’s investments in CLNs is subject to the risks associated with the underlying reference obligations and derivative instruments.

INITIAL PUBLIC OFFERINGS

The Funds may invest in initial public offerings (IPOs) of common stock or other primary or secondary syndicated offerings of equity or debt securities issued by a corporate issuer. A purchase of IPO securities often involves higher transaction costs than those associated with the purchase of securities already traded on exchanges or markets. IPO securities are subject to market risk and liquidity risk. The market value of recently issued IPO securities may fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading and speculation, a potentially small number of securities available for trading, limited information about the issuer, and other factors. A Fund may hold IPO securities for a period of time, or may sell them soon after the purchase. Investments in IPOs could have a magnified impact – either positive or negative – on a Fund’s performance while the Fund’s assets are relatively small. The impact of an IPO on the Fund’s performance may tend to diminish as the Fund’s assets grow.

INVESTMENTS IN OTHER INVESTMENT COMPANIES

Each Fund may invest up to 20% of its net assets in securities issued by other investment companies (excluding money market funds), including open end and closed end funds and exchange-traded funds (“ETFs”), subject to the limitations under the 1940 Act. A Fund’s investments in money market funds are not subject to this limitation. The Funds may invest in investment companies which are sponsored or advised by the Adviser and/or its affiliates (each, a “VanEck Investment Company”).

A Fund’s investment in another investment company may subject such Fund indirectly to the underlying risks of the investment company. Such Fund also will bear its share of the underlying investment company’s fees and expenses, which are in addition to the Fund’s own fees and expenses. Shares of closed-end funds and ETFs may trade at prices that reflect a premium above or a discount below the investment company’s net asset value, which may be substantial in the case of closed-end funds. If investment company securities are purchased at a premium to net asset value, the premium may not exist when those securities are sold and the Fund could incur a loss.

Rule 12d1-4 under the 1940 Act, which became effective January 19, 2022, created a regulatory framework for Funds’ investments in other funds. Rule 12d1-4 allows a fund to acquire the securities of another investment company in excess of the limitations imposed by Section 12 without obtaining an exemptive order from the SEC, subject to certain limitations and conditions. Among those conditions is the requirement that, prior to a fund relying on Rule 12d1-4 to acquire securities of another fund in excess of the limits of Section 12(d)(1), the acquiring fund must enter into a Fund of Funds Agreement with the acquired fund, unless the acquiring fund’s investment adviser acts as the acquired fund’s investment adviser and does not act as sub-adviser to either fund. In connection with the adoption of Rule 12d1-4, the SEC also rescinded certain prior exemptive relief. These regulatory changes may adversely impact a Fund’s investment strategies and operations to the extent that it invests, or might otherwise have invested, in shares issued by other investment companies.

MARKET

A Fund could lose money over short periods due to short-term market movements and over longer periods during more prolonged market downturns. The prices of the securities in a Fund are subject to the risks associated with investing in the securities market, including general economic conditions, sudden and unpredictable drops in value, exchange trading suspensions and closures and public health risks. Market risk arises mainly from uncertainty about future values of financial instruments and may be influenced by price, currency and interest rate movements. These risks may be magnified if certain social, political, economic and other conditions and events (such as natural disasters, epidemics and pandemics, terrorism, conflicts, social unrest, recessions, inflation, interest rate changes, supply chain disruptions, embargoes, tariffs, sanctions and other trade barriers) adversely interrupt the global economy; in these and other circumstances, such events or developments might affect companies world-wide. As global systems, economies and financial markets are increasingly interconnected, events that occur in one country, region or financial market will, more frequently, adversely impact issuers in other countries, regions or markets. During a general market downturn, multiple asset classes may be negatively affected. Changes in market conditions and interest rates generally do not have the same impact on all types of securities and instruments.

MASTER LIMITED PARTNERSHIPS

Other equity securities in which the VanEck VIP Global Resources Fund may invest include master limited partnerships (“MLPs”). MLPs are limited partnerships in which the ownership units are publicly traded. MLP units are registered with the SEC and are freely traded on a securities exchange or in the OTC market. MLPs often own several properties or businesses (or own interests) that are related to oil and gas industries, but they also may finance research and development and other projects. Generally, an MLP is operated under the supervision of one or more managing general partners. Limited partners are not involved in the day-to-day management of the partnership. The risks of investing in an MLP are generally those involved in investing in a partnership as opposed to a corporation. Investments in securities of MLPs involve risks that differ from an investment in common stock. Holders of the units of MLPs have more limited control and limited rights to vote on matters affecting the partnership. There are also certain tax risks associated with an investment in units of MLPs. In addition, conflicts of interest may exist between common unit holders, subordinated unit holders and the general partner of an MLP, including a conflict arising as a result of incentive distribution payments.

OPTIONS, FUTURES, WARRANTS AND SUBSCRIPTION RIGHTS

Options Transactions. Each Fund may purchase and sell (write) exchange-traded and OTC call and put options on domestic and foreign securities, foreign currencies, stock and bond indices and financial futures contracts. VanEck VIP Global Resources Fund may also buy and sell options linked to the price of global resources.

Purchasing Call and Put Options. Each Fund may invest up to 5% of its total assets in premiums on call and put options. The purchase of a call option would enable a Fund, in return for the premium paid, to lock in a purchase price for a security or currency during the term of the option. The purchase of a put option would enable a Fund, in return for a premium paid, to lock in a price at which it may sell a security or currency during the term of the option. OTC options are typically purchased from or sold (written) to dealers or financial institutions which have entered into direct agreements with a Fund. With OTC options, such variables as expiration date, exercise price and premium are typically agreed upon between the Fund and the transacting dealer.

The principal factors affecting the market value of a put or a call option include supply and demand, interest rates, the current market price of the underlying security or index in relation to the exercise price of the option, the volatility of the underlying security or index, and the time remaining until the expiration date. Accordingly, the successful use of options depends on the ability of the Adviser to forecast correctly interest rates, currency exchange rates and/or market movements.

When a Fund sells put or call options it has previously purchased, the Fund may realize a net gain or loss, depending on whether the amount realized on the sale is more or less than the premium and other transaction costs paid on the put or call option which is sold. There is no assurance that a liquid secondary market will exist for options, particularly in the case of OTC options. In the event of the bankruptcy of a broker through which a Fund engages in transactions in options, such Fund could experience delays and/or losses in liquidating open positions purchased or sold through the broker and/or incur a loss of all or part of its margin deposits with the broker. In the case of OTC options, if the transacting dealer fails to make or take delivery of the securities underlying an option it has written, in accordance with the terms of that option, due to insolvency or otherwise, a Fund would lose the premium paid for the option as well as any anticipated benefit of the transaction. If trading were suspended in an option purchased by a Fund, the Fund would not be able to close out the option. If restrictions on exercise were imposed, the Fund might be unable to exercise an option it has purchased.

A call option on a foreign currency gives the purchaser of the option the right to purchase the currency at the exercise price until the option expires. A put option on a foreign currency gives the purchaser of the option the right to sell a foreign currency at the exercise price until the option expires. The markets in foreign currency options are relatively new and the Fund’s ability to establish and close out positions on such options is subject to the maintenance of a liquid secondary market. Currency options traded on U.S. or other exchanges may be subject to position limits, which may limit the ability of a Fund to reduce foreign currency risk using such options.

Writing Covered Call and Put Options. Each Fund may write covered call options on portfolio securities to the extent that the value of all securities with respect to which covered calls are written does not exceed 10% of the Fund’s net asset value. When a Fund writes a covered call option, the Fund incurs an obligation to sell the security underlying the option to the purchaser of the call, at the option’s exercise price at any time during the option period, at the purchaser’s election. When a Fund writes a put option, the Fund incurs an obligation to buy the security underlying the option from the purchaser of the put, at the option’s exercise price at any time during the option period, at the purchaser’s election.

The Fund may be required, at any time during the option period, to deliver the underlying security (or currency) against payment of the exercise price on any calls it has written, or to make payment of the exercise price against delivery of the underlying security (or currency) on any puts it has written. This obligation is terminated upon the expiration of the option period or at such earlier time as the writer effects a closing purchase transaction. A closing purchase transaction is accomplished by purchasing an option of the same series as the option previously written. However, once the Fund has been assigned an exercise notice, the Fund will typically be unable to effect a closing purchase transaction.

During the option period, the Fund gives up, in return for the premium on the option, the opportunity for capital appreciation above the exercise price should the market price of the underlying security (or the value of its denominated currency) increase, but retains the risk of loss should the price of the underlying security (or the value of its denominated currency) decline.

Futures Contracts. The Funds may buy and sell financial futures contracts which may include security and interest-rate futures, stock and bond index futures contracts and foreign currency futures contracts. VanEck VIP Global Resources Fund may also buy and sell futures contracts and options thereon linked to the price of global resources. A futures contract is an agreement between two parties to buy and sell a security for a set price on a future date. An interest rate, commodity, foreign currency or index futures contract provides for the future sale by one party and purchase by another party of a specified quantity of a financial instrument, commodity, foreign currency or the cash value of an index at a specified price and time.

Futures contracts and options on futures contracts may be used to reduce a Fund’s exposure to fluctuations in the prices of portfolio securities and may prevent losses if the prices of such securities decline. Similarly, such investments may protect a Fund against fluctuation in the value of securities in which a Fund is about to invest.

The Funds may purchase and write (sell) call and put options on futures contracts and enter into closing transactions with respect to such options to terminate an existing position. An option on a futures contract gives the purchaser the right (in

return for the premium paid), and the writer the obligation, to assume a position in a futures contract (a long position if the option is a call and a short position if the option is a put) at a specified exercise price at any time during the term of the option. Upon exercise of the option, the delivery of the futures position by the writer of the option to the holder of the option is accompanied by delivery of the accumulated balance in the writer’s futures margin account, which represents the amount by which the market price of the futures contract at the time of exercise exceeds (in the case of a call) or is less than (in the case of a put) the exercise price of the option contract.

Future contracts are traded on exchanges, so that, in most cases, either party can close out its position on the exchange for cash, without delivering the security or commodity. However, there is no assurance that a Fund will be able to enter into a closing transaction.

Risks of Transactions in Futures Contracts and Related Options. There are several risks associated with the use of futures contracts and futures options as hedging techniques. A purchase or sale of a futures contract may result in losses in excess of the amount invested in the futures contract. There can be no guarantee that there will be a correlation between price movements in the hedging vehicle and in the Fund securities being hedged. In addition, there are significant differences between the securities and futures markets that could result in an imperfect correlation between the markets, causing a given hedge not to achieve its objectives. As a result, a hedge may be unsuccessful because of market behavior or unexpected interest rate trends.

Investments in options, futures contracts and options on futures contracts may reduce the gains which would otherwise be realized from the sale of the underlying securities or assets which are being hedged. Additionally, positions in futures contracts and options can be closed out only on an exchange that provides a market for those instruments. There can be no assurances that such a market will exist for a particular futures contract or option. If a Fund cannot close out an exchange traded futures contract or option which it holds, it would have to perform its contractual obligation or exercise its option to realize any profit, and would incur transaction costs on the sale of the underlying assets.

There is a risk of loss by a Fund of the initial and variation margin deposits in the event of bankruptcy of the futures commission merchant (“FCM”) with which the Fund has an open position in a futures contract.

Futures exchanges may limit the amount of fluctuation permitted in certain futures contract prices during a single trading day. The daily limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous day’s settlement price at the end of the current trading session. Once the daily limit has been reached in a futures contract subject to the limit, no more trades may be made on that day at a price beyond that limit. The daily limit governs only price movements during a particular trading day and therefore does not limit potential losses because the limit may work to prevent the liquidation of unfavorable positions. For example, futures prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of positions and subjecting some holders of futures contracts to substantial losses.

There can be no assurance that an active market will exist at a time when a Fund seeks to close out a futures or a futures option position, and that Fund would remain obligated to meet margin requirements until the position is closed. In such situations, if a Fund had insufficient cash, it might have to sell securities to meet margin requirements at a time when it would be disadvantageous to do so. Losses incurred in futures transactions and the costs of these transactions will affect the performance of a Fund. Positions in futures contracts may be closed out only on the exchange on which they were entered into (or through a linked exchange). No secondary market for such contract exists.

Warrants and Subscription Rights. The Funds may invest in warrants, which are instruments that permit, but do not obligate, the holder to subscribe for other securities. Subscription rights are similar to warrants, but normally have a short duration and are distributed directly by the issuer to its shareholders. Warrants and rights are not dividend-paying investments and do not have voting rights like common stock. They also do not represent any rights in the assets of the issuer. As a result, warrants and rights may be considered more speculative than direct equity investments. In addition, the value of warrants and rights do not necessarily change with the value of the underlying securities and may cease to have value if they are not exercised prior to their expiration dates.

PARTLY PAID SECURITIES

Securities paid for on an installment basis. A partly paid security trades net of outstanding installment payments—the buyer “takes over payments.” The buyer’s rights are typically restricted until the security is fully paid. If the value of a partly-paid security declines before a Fund finishes paying for it, the Fund will still owe the payments, but may find it hard to sell and as a result may incur a loss.

PRIVATE INVESTMENT IN PUBLIC EQUITY

The Funds may acquire equity securities of an issuer that are issued through a private investment in public equity (PIPE) transaction, including on a when-issued basis. See “When, As and If Issued Securities.” A Fund will earmark an amount of cash or high quality securities equal (on a daily mark to market basis) to the amount of its commitment to purchase the when-issued securities. PIPE transactions typically involve the purchase of securities directly from a publicly traded company or its affiliates in a private placement transaction, typically at a discount to the market price of the company’s securities. See also “Direct Investments.” There is a risk that if the market price of the securities drops below a set threshold, the company may have to issue additional stock at a significantly reduced price, which may dilute the value of a Fund’s investment. Shares in PIPES generally are not registered with the SEC until after a certain time period from the date the private sale is completed. This restricted period can last many months. Until the public registration process is completed, PIPES are restricted as to resale and a Fund cannot freely trade the securities. Generally, such restrictions cause the PIPES to be illiquid during this time. PIPES may contain provisions that the issuer will pay specified financial penalties to the holder if the issuer does not publicly register the restricted equity securities within a specified period of time, but there is no assurance that the restricted equity securities will be publicly registered, or that the registration will remain in effect. See “Rule 144A and Section 4(a)(2) Securities.”

PREFERRED STOCK

The Funds may invest in preferred stock. Preferred stock represents an equity interest in a company that generally entitles the holder to receive, in preference to the holders of other stocks such as common stocks, dividends and a fixed share of the proceeds resulting from a liquidation of the company. Some preferred stocks also entitle their holders to receive additional liquidation proceeds on the same basis as holders of a company’s common stock, and thus also represent an ownership interest in that company.

Preferred stocks may pay fixed or adjustable rates of return. Preferred stock is subject to issuer-specific and market risks applicable generally to equity securities. In addition, a company’s preferred stock generally pays dividends only after the company makes required payments to holders of its bonds and other debt. For this reason, the value of preferred stock will usually react more strongly than bonds and other debt to actual or perceived changes in the company’s financial condition or prospects. Preferred stock of smaller companies may be more vulnerable to adverse developments than preferred stock of larger companies.

REAL ESTATE SECURITIES

The Funds may not purchase or sell real estate, except that the Funds may invest in securities of issuers that invest in real estate or interests therein. These include equity securities of real estate investment trusts (“REITs”) and other real estate industry companies or companies with substantial real estate investments. VanEck VIP Global Resources Fund may invest more than 50% of its assets in such securities. The Funds are therefore subject to certain risks associated with direct ownership of real estate and with the real estate industry in general. These risks include, among others: possible declines in the value of real estate; possible lack of availability of mortgage funds; extended vacancies of properties; risks related to general and local economic conditions; overbuilding; increases in competition, property taxes and operating expenses; changes in zoning laws; costs resulting from the clean-up of, and liability to third parties for damages resulting from, environmental problems; casualty or condemnation losses; uninsured damages from floods, earthquakes or other natural disasters; limitations on and variations in rents; and changes in interest rates.

REITs are pooled investment vehicles whose assets consist primarily of interests in real estate and real estate loans. REITs are generally classified as equity REITs, mortgage REITs or hybrid REITs. Equity REITs own interest in property and realize income from the rents and gain or loss from the sale of real estate interests. Mortgage REITs invest in real estate mortgage loans and realize income from interest payments on the loans. Hybrid REITs invest in both equity and debt. Equity REITs may be operating or financing companies. An operating company provides operational and management expertise to and exercises control over, many if not most operational aspects of the property. REITS are not taxed on income distributed to shareholders, provided they comply with several requirements of the Code.

Investing in REITs involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. Equity REITs may be affected by changes in the value of the underlying property owned by the REITs, while mortgage REITs may be affected by the quality of any credit extended. REITs are dependent upon management skills, are not diversified, and are subject to the risks of financing projects. REITs are subject to heavy cash flow dependency, default by borrowers, self-liquidation and the possibilities of failing to qualify for the exemption from tax for distributed income under the Code. REITs (especially mortgage REITs) are also subject to interest rate risk (i.e., as interest rates rise, the value of the REIT may decline).

REGULATORY

Changes in the laws or regulations of the United States or the Cayman Islands, including any changes to applicable tax laws and regulations, could impair the ability of the VanEck VIP Global Gold Fund to achieve its investment objective and could increase the operating expenses of the Fund or the wholly-owned subsidiary of the Fund (the “Subsidiary”). For example, in 2012, the CFTC adopted amendments to its rules that affect the ability of certain investment advisers to registered investment companies and other entities to rely on previously available exclusions or exemptions from registration under the CEA and regulations thereunder. In addition, the CFTC or the SEC could at any time alter the regulatory requirements governing the use of commodity futures, options on commodity futures, structured notes or swap transactions by investment companies, which could result in the inability of the VanEck VIP Global Gold Fund to achieve its investment objective through its current strategies.

REPURCHASE AGREEMENTS AND REVERSE REPURCHASE AGREEMENTS

Each of the Funds may enter into repurchase agreements.

Repurchase agreements, which may be viewed as a type of secured lending by a Fund, typically involve the acquisition by a Fund of debt securities from a selling financial institution such as a bank, savings and loan association or broker-dealer. The agreements typically provide that a Fund will sell back to the institution, and that the institution will repurchase, the underlying security serving as collateral at a specified price and at a fixed time in the future, usually not more than seven days from the date of purchase. The collateral is marked-to-market daily to determine that the value of the collateral, as specified in the agreement, does not decrease below the purchase price plus accrued interest. If such decrease occurs, additional collateral will be requested and, when received, added to the account to maintain full collateralization. A Fund accrues interest from the institution until the time when the repurchase is to occur.

The Funds may also enter into reverse repurchase agreements. Reverse repurchase agreements involve sales by the Funds of portfolio assets concurrently with an agreement by the Fund to repurchase the same assets at a later date at a fixed price. Such transactions are advantageous only if the interest cost to the Funds of the reverse repurchase transaction is less than the cost of obtaining the cash otherwise. Opportunities to achieve this advantage may not always be available, and the Funds seek to use the reverse repurchase technique only when it will be advantageous to the Funds. In addition, reverse repurchase agreements may be viewed as a form of borrowing, and borrowed assets used for investment creates leverage risk. Leverage may exaggerate the Funds’ volatility and risk of loss.

RULE 144A AND SECTION 4(a)(2) SECURITIES

The Funds may invest in securities which are subject to restrictions on resale because they have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), or which are otherwise not readily marketable.

Rule 144A under the 1933 Act allows a broader institutional trading market for securities otherwise subject to restriction on resale to the general public. Rule 144A establishes a “safe harbor” from the registration requirements of the 1933 Act of resale of certain securities to qualified institutional buyers. The Adviser monitors the liquidity determinations of restricted securities in the Funds’ holdings pursuant to Rule 22e-4. The determination of whether a Rule 144A security is liquid or illiquid generally takes into account relevant market, trading, and investment-specific considerations consistent with applicable SEC guidance. Additional factors that may be considered include: (1) the frequency of trades and quotes for the security; (2) the number of dealers wishing to purchase or sell the security and the number of other potential purchasers; (3) dealer undertakings to make a market in the security; and (4) the nature of the security and the nature of the marketplace trades (e.g., the time needed to dispose of the security, the method of soliciting offers and the mechanisms of the transfer).

In addition, commercial paper may be issued in reliance on the “private placement” exemption from registration afforded by Section 4(a)(2) of the 1933 Act. Such commercial paper is restricted as to disposition under the federal securities laws and, therefore, any resale of such securities must be effected in a transaction exempt from registration under the 1933 Act.

Securities eligible for resale pursuant to Rule 144A under the 1933 Act and commercial paper issued in reliance on the Section 4(a)(2) exemption under the 1940 Act may be determined to be liquid in accordance with Rule 22e-4 for purposes of complying with investment restrictions applicable to investments by the Funds in illiquid investments. To the extent such securities are determined to be illiquid, they will be aggregated with other illiquid investments for purposes of the limitation on illiquid investments.

RISKS RELATED TO RUSSIAN INVASION OF UKRAINE

In late February 2022, Russian military forces invaded Ukraine, significantly amplifying already existing geopolitical tensions among Russia, Ukraine, Europe, NATO, and the West. Russia’s invasion, the responses of countries and political

bodies to Russia’s actions, and the potential for wider conflict may increase financial market volatility and could have severe adverse effects on regional and global economic markets, including the markets for certain securities and commodities such as oil and natural gas. Following Russia’s actions, various countries, including the U.S., Canada, the United Kingdom, Germany, and France, as well as the European Union, issued broad-ranging economic sanctions against Russia. The sanctions consist of the prohibition of trading in certain Russian securities and engaging in certain private transactions, the prohibition of doing business with certain Russian corporate entities, large financial institutions, officials and oligarchs, and the freezing of Russian assets. The sanctions include a commitment by certain countries and the European Union to remove selected Russian banks from the Society for Worldwide Interbank Financial Telecommunications, commonly called “SWIFT,” the electronic network that connects banks globally, and imposed restrictive measures to prevent the Russian Central Bank from undermining the impact of the sanctions. A number of large corporations and U.S. states have also announced plans to divest interests or otherwise curtail business dealings with certain Russian businesses.

The imposition of these current sanctions (and potential further sanctions in response to continued Russian military activity) and other actions undertaken by countries and businesses may adversely impact various sectors of the Russian economy, including but not limited to, the financials, energy, metals and mining, engineering, and defense and defense-related materials sectors. Such actions also may result in a weakening of the ruble, a downgrade of Russia’s credit rating, and the decline of the value and liquidity of Russian securities, and could impair the ability of a Fund to buy, sell, receive, or deliver those securities. Moreover, the measures could adversely affect global financial and energy markets and thereby negatively affect the value of a Fund's investments beyond any direct exposure to Russian issuers or those of adjoining geographic regions. In response to sanctions, Russia has taken and may take additional counter measures or retaliatory actions, which may further impair the value and liquidity of Russian securities and Fund investments. Such actions could, for example, include restricting gas exports to other countries, seizure of U.S. and European residents' assets, conducting cyberattacks on other governments, corporations or individuals, or undertaking or provoking other military conflict elsewhere in Europe, any of which could exacerbate negative consequences on global financial markets and the economy. The actions discussed above could have a negative effect on the performance of Funds that have exposure to Russia. The conflict between Russia and Ukraine is currently unpredictable and has the potential to result in broadened military actions. The duration of ongoing hostilities and corresponding sanctions and related events cannot be predicted and may result in a negative impact on performance and the value of Fund investments, particularly as it relates to Russia exposure.

Due to difficulties transacting in impacted securities, a Fund may experience challenges liquidating the applicable positions to continue to seek a Fund’s investment objective. Additionally, due to current and potential future sanctions or potential market closure impacting the ability to trade Russian securities, a Fund may experience higher transaction costs. Furthermore, any exposure that a Fund may have to Russian counterparties or counterparties that are otherwise impacted by sanctions also could negatively impact the Fund’s portfolio.

SECURITIES LENDING

The Funds may lend securities to approved borrowers, including affiliates of the Funds’ securities lending agent, State Street Bank and Trust Company (“State Street”). Securities lending allows a Fund to retain ownership of the securities loaned and, at the same time, earn additional income. The borrower provides cash or non-cash collateral equal to at least 102% (105% for foreign securities) of the value of the securities loaned. Collateral is maintained by State Street on behalf of the Funds. Cash received as collateral through loan transactions is generally invested in shares of a money market fund. Investing this cash subjects that investment, as well as the securities loaned, to market appreciation or depreciation. Non-cash collateral consists of securities issued or guaranteed by the United States government or one of its agencies and cannot be re-hypothecated by the Funds. The Funds maintain the ability to vote or consent on proxy proposals involving material events affecting securities loaned. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a Fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. These delays and costs could be greater for foreign securities. If a Fund is not able to recover the securities loaned, the collateral may be sold and a replacement investment may be purchased in the market. The value of the collateral could decrease below the value of the replacement investment by the time the replacement investment is purchased.

SHORT SALES

The Funds may short sell equity securities. A short sale of an equity security is the sale of a security that the seller does not own. In order to deliver the security to the purchaser, the short seller borrows the security, typically from a broker-dealer or an institutional investor, for a fee. The short seller later closes out the position by returning the security to the lender, typically by purchasing the same security on the open market. A short sale theoretically carries the risk of an unlimited loss, because the price of the underlying security could increase without limit, thus increasing the cost of buying that security to cover the short position. In addition, there can be no assurance that the security needed to cover a short position will be available for purchase. Also, the purchase of a security to close out the short position can itself cause the price of the security to rise further, thereby exacerbating the loss. Short selling is often used to profit from an expected downward price movement in a security.

SPECIAL PURPOSE ACQUISITION COMPANIES

The Funds may invest in stock, warrants, and other securities of special purpose acquisition companies (SPACs) or similar special purpose entities. A SPAC is typically a publicly traded company that raises investment capital via an IPO for the purpose of acquiring the equity securities of one or more existing companies (or interests therein) via merger, combination, acquisition or other similar transactions. A Fund may acquire an interest in a SPAC in an IPO or a secondary market transaction. See also “Equity Securities” and “Options, Futures, Warrants and Subscription Rights.”

Unless and until an acquisition is completed, a SPAC generally invests its assets (less a portion retained to cover expenses) in U.S. government securities, money market securities and cash. To the extent the SPAC is invested in cash or similar securities, this may negatively affect a Fund’s performance. Because SPACs and similar entities are in essence blank check companies without operating history or ongoing business other than seeking acquisitions, the value of their securities is particularly dependent on the ability of the entity’s management to identify and complete a profitable acquisition. There is no guarantee that the SPACs in which a Fund invests will complete an acquisition or that any acquisitions that are completed will be profitable. Some SPACs may pursue acquisitions only within certain industries or regions, which may increase the volatility of their prices. In addition, these securities, which are typically traded in the over-the-counter market, may be considered illiquid and/or be subject to restrictions on resale.

Other risks of investing in SPACs include that a significant portion of the monies raised by the SPAC may be expended during the search for a target transaction; an attractive transaction may not be identified at all (or any requisite approvals may not be obtained) and the SPAC may dissolve and be required to return any remaining monies to shareholders, causing a Fund to incur the opportunity cost of missed investment opportunities the Fund otherwise could have benefited from; a transaction once identified or effected may prove unsuccessful and an investment in the SPAC may lose value; the warrants or other rights with respect to the SPAC held by a Fund may expire worthless or may be repurchased or retired by the SPAC at an unfavorable price; and an investment in a SPAC may be diluted by additional later offerings of interests in the SPAC or by other investors exercising existing rights to purchase shares of the SPAC. In addition, a SPAC target company may have limited operating experience, a smaller size, limited product lines, markets, distribution channels and financial and managerial resources. Investing in the securities of smaller companies involves greater risk, and portfolio price volatility.

SUBSIDIARY

The VanEck VIP Global Gold Fund’s investment in the Subsidiary is expected to provide it with exposure to the commodity markets within the limitations of Subchapter M of the Code and the Internal Revenue Service (“IRS”) revenue rulings, as discussed below under “Taxation.” The Subsidiary is a company organized under the laws of the Cayman Islands and is overseen by its own board of directors. The VanEck VIP Global Gold Fund is the sole shareholder of the Subsidiary, and it is not currently expected that shares of the Subsidiary will be sold or offered to other investors. It is expected that the Subsidiary will primarily invest in gold bullion, gold futures and other instruments that provide direct or indirect exposure to gold, including ETFs, and also may invest in silver, platinum and palladium bullion and futures. To the extent that the VanEck VIP Global Gold Fund invests in the Subsidiary, it may be subject to the risks associated with those instruments and other securities.

While the Subsidiary may be considered similar to investment companies, it is not registered under the 1940 Act and, unless otherwise noted in the VanEck VIP Global Gold Fund’s Prospectus and this SAI, is not subject to all of the investor protections of the 1940 Act and other U.S. regulations. Changes in the laws of the United States and/or the Cayman Islands could result in the inability of the VanEck VIP Global Gold Fund and/or the Subsidiary to operate as described in its Prospectus and this SAI and could eliminate or severely limit the Fund’s ability to invest in the Subsidiary which may adversely affect the Fund and its shareholders.

SWAPS

The Funds may enter into swap agreements. A swap is a derivative in the form of an agreement to exchange the return generated by one instrument for the return generated by another instrument. The payment streams are calculated by reference to a specified index and agreed upon notional amount. The term “specified index” includes currencies, fixed interest rates, prices, total return on interest rate indices, fixed income indices, stock indices and commodity indices (as well as amounts derived from arithmetic operations on these indices). For example, a Fund may agree to swap the return generated by a fixed income index for the return generated by a second fixed income index. The currency swaps in which a Fund may enter will generally involve an agreement to pay interest streams in one currency based on a specified index in exchange for receiving interest streams denominated in another currency. Such swaps may involve initial and final exchanges that correspond to the agreed upon notional amount.

A Fund may also enter into credit default swaps, index swaps and interest rate swaps. Credit default swaps may have as reference obligations one or more securities or a basket of securities that are or are not currently held by the Fund. The protection “buyer” in a credit default contract is generally obligated to pay the protection “seller” an upfront or a periodic stream of payments over the term of the contract provided that no credit event, such as a default, on a reference obligation has occurred. If a credit event occurs, the seller generally must pay the buyer the “par value” (full notional value) of the swap in exchange for an equal face amount of deliverable obligations of the reference entity described in the swap, or the seller may be required to deliver the related net cash amount, if the swap is cash settled. Interest rate swaps involve the exchange by a Fund with another party of their respective commitments to pay or receive interest, e.g., an exchange of fixed rate payments for floating rate payments. Index swaps, also called total return swaps, involves a Fund entering into a contract with a counterparty in which the counterparty makes payments to the Fund based on the positive returns of an index, such as a corporate bond index, in return for the Fund paying to the counterparty a fixed or variable interest rate, as well as paying to the counterparty any negative returns on the index. In a sense, a Fund is purchasing exposure to an index in the amount of the notional principal in return for making interest rate payments on the notional principal. As with interest-rate swaps, the notional principal does not actually change hands at any point in the transaction. Cross-currency swaps are interest rate swaps in which the notional amount upon which the fixed interest rate is accrued is denominated in another currency and the notional amount upon which the floating rate is accrued is denominated in another currency. The notional amounts are typically determined based on the spot exchange rate at the inception of the trade. The swaps in which a Fund may engage also include rate caps, floors and collars under which one party pays a single or periodic fixed amount(s) (or premium), and the other party pays periodic amounts based on the movement of a specified index. VanEck VIP Global Resources Fund may also enter into other asset swaps. Asset swaps are similar to swaps in that the performance of one global resource (e.g., gold) may be “swapped” for another (e.g., energy).

Swaps do not typically involve the delivery of securities, other underlying assets, or principal. Accordingly, the risk of loss with respect to swaps is limited to the net amount of payments that a Fund is contractually obligated to make. If the other party to a swap defaults, a Fund’s risk of loss consists of the net amount of payments that a Fund is contractually entitled to receive. Currency swaps usually involve the delivery of the entire principal value of one designated currency in exchange for the other designated currency. Therefore, the entire principal value of a currency swap is subject to the risk that the other party to the swap will default on its contractual delivery obligations. If there is a default by the counterparty, a Fund may have contractual remedies pursuant to the agreements related to the transaction. The use of swaps is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary fund securities transactions. If the Adviser is incorrect in its forecasts of market values, interest rates, and currency exchange rates, the investment performance of a Fund would be less favorable than it would have been if this investment technique were not used. Also, if a counterparty’s creditworthiness declines, the value of the swap would likely decline.

Certain standardized swaps are subject to mandatory central clearing and exchange-trading. Central clearing is intended to reduce counterparty credit risk and increase liquidity, but central clearing does not eliminate these risks and may involve additional costs and risks not involved with uncleared swaps. Credit risk of cleared swap participants is concentrated in a few clearinghouses, and the consequences of insolvency of a clearinghouse are not clear. There is also a risk of loss by a Fund of the initial and variation margin deposits in the event of bankruptcy of the FCM with which the Fund has an open position, or the central counterparty in a swap contract.

U.S. GOVERNMENT AND RELATED OBLIGATIONS

U.S. government obligations include U.S. Treasury obligations and securities issued or guaranteed by various agencies of the U.S. government or by various instrumentalities which have been established or sponsored by the U.S. government. U.S. Treasury obligations and securities issued or guaranteed by various agencies of the U.S. government differ in their interest rates, maturities and time of issuance, as well as with respect to whether they are guaranteed by the U.S. government. U.S. government and related obligations may be structured as fixed-, variable- or floating-rate obligations.

While U.S. Treasury obligations are backed by the “full faith and credit” of the U.S. government, securities issued or guaranteed by federal agencies and U.S. government-sponsored instrumentalities may or may not be backed by the full faith and credit of the U.S. government. These securities may be supported by the ability to borrow from the U.S. Treasury or only by the credit of the issuing agency or instrumentality and, as a result, may be subject to greater credit risk than securities issued or guaranteed by the U.S. Treasury. Obligations of U.S. government agencies, authorities, instrumentalities and sponsored enterprises historically have involved limited risk of loss of principal if held to maturity. However, no assurance can be given that the U.S. government would provide financial support to any of these entities if it is not obligated to do so by law. Additionally, from time to time uncertainty regarding the status of negotiations in the U.S. government to increase the statutory debt limit, commonly called the “debt ceiling,” could increase the risk that the U.S. government may default on payments on certain U.S. government securities, cause the credit rating of the U.S. government to be downgraded, increase volatility in the stock and bond markets, result in higher interest rates, reduce prices of U.S. Treasury securities, and/or increase the costs of various kinds of debt. If a U.S. government-sponsored entity is negatively impacted by legislative or regulatory action, is unable

to meet its obligations, or its creditworthiness declines, the performance of a Fund that holds securities of that entity will be adversely impacted.

WHEN, AS AND IF ISSUED SECURITIES

Each Fund may purchase securities on a “when, as and if issued” basis, under which the issuance of the security depends upon the occurrence of a subsequent event, such as approval of a merger, corporate reorganization or debt restructuring. At that time, the Fund will record the transaction and, in determining its net asset value, will reflect the value of the security daily. An increase in the percentage of the Fund assets committed to the purchase of securities on a “when, as and if issued” basis may increase the volatility of its net asset value. A Fund may also sell securities on a “when, as and if issued” basis provided that the issuance of the security will result automatically from the exchange or conversion of a security owned by the Fund at the time of sale.

FUNDAMENTAL INVESTMENT RESTRICTIONS

The following investment restrictions are in addition to those described in the Prospectuses. These investment restrictions are “fundamental” and may be changed with respect to the Fund only with the approval of the holders of a majority of the Fund’s “outstanding voting securities” as defined in the 1940 Act. As to any of the following investment restrictions, if a percentage restriction is adhered to at the time of investment, a later increase or decrease in percentage resulting from a change in value of portfolio securities or amount of net assets will not be considered a violation of the investment restriction. In the case of borrowing, however, a Fund will promptly take action to reduce the amount of the Fund’s borrowings outstanding if, because of changes in the net asset value of the Fund due to market action, the amount of such borrowings exceeds one-third of the value of the Fund’s net assets. The fundamental investment restrictions are as follows:

Each Fund may not:

1.Borrow money, except as permitted under the 1940 Act, as amended and as interpreted or modified by regulation from time to time.

2.Engage in the business of underwriting securities issued by others, except to the extent that the Fund may be considered an underwriter within the meaning of the Securities Act of 1933 in the disposition of restricted securities or in connection with its investments in other investment companies.

3.Make loans, except that the Fund may (i) lend portfolio securities, (ii) enter into repurchase agreements, (iii) purchase all or a portion of an issue of debt securities, bank loan participation interests, bank certificates of deposit, bankers’ acceptances, debentures or other securities, whether or not the purchase is made upon the original issuance of the securities, and (iv) participate in an interfund lending program with other registered investment companies.

4.Issue senior securities, except as permitted under the 1940 Act, as amended and as interpreted or modified by regulation from time to time.

5.Purchase or sell real estate, except that the Fund may (i) invest in securities of issuers that invest in real estate or interests therein, (ii) invest in mortgage-related securities and other securities that are secured by real estate or interests therein, and (iii) hold and sell real estate acquired by the Fund as a result of the ownership of securities.

Each Fund, except VanEck VIP Global Gold Fund, may not:

7. Purchase any security if, as a result of that purchase, 25% or more of its total assets would be invested in securities of issuers having their principal business activities in the same industry, except that VanEck VIP Global Resources Fund will invest 25% or more of its total assets in “global resource” industries as defined in the Prospectus. This limit does not apply to securities issued or guaranteed by the U.S. government, its agencies or instrumentalities.

VanEck VIP Global Gold Fund may not:

6. Purchase or sell commodities, unless acquired as a result of owning securities or other instruments, but it may purchase, sell or enter into financial options and futures, forward and spot currency contracts, swap transactions and other financial contracts or derivative instruments and may invest in securities or other instruments backed by commodities, except that the Fund may invest in gold and silver coins which are legal tender in the country of issue and gold and silver bullion, and palladium and platinum group metals bullion.

7. Purchase any security if, as a result of that purchase, 25% or more of its total assets would be invested in securities of issuers having their principal business activities in the same industry, except that the Fund may invest 25% or more of its total assets in the gold-mining industry. This limit does not apply to (i) securities issued or guaranteed by the U.S. government, its agencies or instrumentalities, or (ii) securities of other investment companies.

For purposes of Restriction 1, the 1940 Act generally permits a Fund to borrow money in amounts of up to one-third of a Fund’s total assets from banks, and to borrow up to 5% of a Fund’s total assets from banks or other lenders for temporary purposes. To limit the risks attendant to borrowing, the 1940 Act generally requires a Fund to maintain at all times an “asset coverage” of at least 300% of the amount of its borrowings. Asset coverage generally means the ratio that the value of a Fund’s total assets, minus liabilities other than borrowings, bears to the aggregate amount of all borrowings.

For purposes of Restriction 4, “senior securities” are generally Fund obligations that have a priority over a Fund’s shares with respect to the payment of dividends or the distribution of Fund assets. The 1940 Act generally prohibits a Fund from issuing senior securities, except that the Fund may borrow money in amounts of up to one-third of a Fund’s total assets from banks. The Fund also may borrow an amount equal to up to 5% of the Fund’s total assets from banks or other lenders for temporary purposes, and these borrowings are not considered senior securities.

For the purposes of Restriction 7, companies in different geographical locations will not be deemed to be in the same industry if the investment risks associated with the securities of such companies are substantially different. For example, although generally considered to be “interest rate-sensitive,” investing in banking institutions in different countries is generally dependent upon substantially different risk factors, such as the condition and prospects of the economy in a particular country and in particular industries, and political conditions. Similarly, each foreign government issuing securities (together with its agencies and instrumentalities) will be treated as a separate industry. Also, for the purposes of Restriction 7, investment companies are not considered to be part of an industry. To the extent the Funds invest their assets in underlying investment companies, 25% or more of their total assets may be indirectly exposed to a particular industry or group of related industries through their investments in one or more underlying investment companies.

In addition, each of VanEck VIP Emerging Markets Fund and VanEck VIP Global Resources Fund may not invest in a manner inconsistent with each of their classifications as a “diversified company” as provided by (i) the 1940 Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the 1940 Act, as amended from time to time, or (iii) an exemption or other relief applicable to the Fund from the provisions of the 1940 Act, as amended from time to time.

PORTFOLIO HOLDINGS DISCLOSURE

The Funds have adopted policies and procedures governing the disclosure of information regarding the Funds’ portfolio holdings. They are reasonably designed to prevent selective disclosure of the Funds’ portfolio holdings to third parties, other than disclosures that are consistent with the best interests of the Funds’ shareholders. The Board is responsible for overseeing the implementation of these policies and procedures, and will review them annually to ensure their adequacy.

These policies and procedures apply to employees of the Adviser, administrator, principal underwriter, and all other service providers to the Funds that, in the ordinary course of their activities, come into possession of information about the Funds’ portfolio holdings. These policies and procedures are made available to each service provider.

The following outlines the policies and procedures adopted by the Funds regarding the disclosure of portfolio-related information:

Generally, it is the policy of the Funds that no current or potential investor (or their representative), including any Fund shareholder (collectively, “Investors”), shall be provided information about a Fund’s portfolio on a preferential basis in advance of the provision of that same information to other investors.

Disclosure to Investors. Portfolio holdings information for the Funds is available to all investors on the VanEck website at vaneck.com. Information regarding the Funds’ top holdings and country and sector weightings, updated as of each month-end, is located on this website. Generally, this information is posted to the website within 10 business days of the end of the applicable month. The Funds may also publish a detailed list of the securities held by such Fund as of each month-end, which is generally posted to the website within 10 business days after the end of the applicable month. This information generally remains available on the website until new information is posted. Each Fund reserves the right to exclude any portion of these portfolio holdings from publication when deemed in the best interest of the Fund, and to discontinue the posting of portfolio holdings information at any time, without prior notice.

Best Interest of the Funds: Information regarding the Funds’ specific security holdings, sector weightings, geographic distribution, issuer allocations and related information (“Portfolio-Related Information”), shall be disclosed to the public only (i) as required by applicable laws, rules or regulations, (ii) pursuant to the Funds’ Portfolio-Related Information disclosure

policies and procedures, or (iii) otherwise when the disclosure of such information is determined by the Trust’s officers to be in the best interest of Fund shareholders.

Conflicts of Interest: Should a conflict of interest arise between a Fund and any of the Fund’s service providers regarding the possible disclosure of Portfolio-Related Information, the Trust’s officers shall resolve any conflict of interest in favor of the Fund’s interest. In the event that an officer of the Fund is unable to resolve such a conflict of interest, the matter shall be referred to the Trust’s Audit Committee for resolution.

Equality of Dissemination: Shareholders of the same Fund shall be treated alike in terms of access to the Fund’s portfolio holdings. With the exception of certain selective disclosures, noted in the paragraph below, Portfolio-Related Information with respect to a Fund shall not be disclosed to any Investor prior to the time the same information is disclosed publicly (e.g., posted on the Fund’s website). Accordingly, all Investors will have equal access to such information.

Selective Disclosure of Portfolio-Related Information in Certain Circumstances: In some instances, it may be appropriate for a Fund to selectively disclose a Fund’s Portfolio-Related Information (e.g., for due diligence purposes, disclosure to a newly hired adviser or sub-adviser, or disclosure to a rating agency) prior to public dissemination of such information.

Conditional Use of Selectively-Disclosed Portfolio-Related Information: To the extent practicable, each of the Trust’s officers shall condition the receipt of Portfolio-Related Information upon the receiving party’s written agreement to both keep such information confidential and not to trade Fund shares based on this information.

Compensation: No person, including officers of the Funds or employees of other service providers or their affiliates, shall receive any compensation in connection with the disclosure of Portfolio-Related Information. Notwithstanding the foregoing, the Funds reserve the right to charge a nominal processing fee, payable to the Funds, to non-shareholders requesting Portfolio-Related Information. This fee is designed to offset the Fund’s costs in disseminating such information.

Source of Portfolio-Related Information: All Portfolio-Related Information shall be based on information provided by the Fund’s administrator(s)/accounting agent.

The Funds may provide non-public portfolio holdings information to third parties in the normal course of their performance of services to the Funds, including to the Funds’ auditors; custodian; financial printers; counsel to the Funds or counsel to the Funds’ independent trustees; regulatory authorities; and securities exchanges and other listing organizations. In addition, the Funds may provide non-public portfolio holdings information to data providers, fund ranking/rating services, and fair valuation services. The entities to which the Funds voluntarily disclose portfolio holdings information are required, either by explicit agreement or by virtue of their respective duties to the Funds, to maintain the confidentiality of the information disclosed.

There can be no assurance that the Funds’ policies and procedures regarding selective disclosure of the Funds’ portfolio holdings will protect the Funds from potential misuse of that information by individuals or entities to which it is disclosed.

The Board shall be responsible for overseeing the implementation of these policies and procedures. These policies and procedures shall be reviewed by the Board on an annual basis for their continuing appropriateness.

Additionally, the Funds shall maintain and preserve permanently in an easily accessible place a written copy of these policies and procedures. The Fund shall also maintain and preserve, for a period not less than six years (the first two years in an easily accessible place), all Portfolio-Related Information disclosed to the public.

INVESTMENT ADVISORY SERVICES

The following information supplements and should be read in conjunction with the section in the Prospectuses entitled “How the Fund is Managed – Management of the Fund.”

Van Eck Associates Corporation, the Adviser, acts as investment manager to the Trust and, subject to the supervision of the Board, is responsible for the day-to-day investment management of the Funds. The Adviser is a private company with headquarters in New York and acts as adviser or sub-adviser to other mutual funds, ETFs, other pooled investment vehicles and separate accounts.

The Adviser serves as investment manager to each Fund pursuant to an investment advisory agreement between the Trust and the Adviser (each, an “Advisory Agreement”). The advisory fee paid pursuant to each Advisory Agreement is computed daily and paid monthly to the Adviser by each Fund at the following annual rates: for VanEck VIP Emerging Markets Bond Fund, the Fund pays the Adviser a fee at the annual rate of 1.00% of the first $500 million of average daily net

assets of each Fund, 0.90% on the next $250 million of average daily net assets and 0.70% of average daily net assets in excess of $750 million, which includes the fee paid to the Adviser for accounting and administrative services; for VanEck VIP Global Resources Fund, the Fund pays the Adviser a fee at the annual rate of 0.95% of the first $500 million of average daily net assets of the Fund, 0.90% on the next $250 million of average daily net assets and 0.70% of average daily net assets in excess of $750 million, which includes the fee paid to the Adviser for accounting and administrative services; for VanEck VIP Emerging Markets Fund, the Fund pays the Adviser a fee at an annual rate of 1.00% of average daily net assets of the Fund, which includes the fee paid to the Adviser for accounting and administrative services; and for VanEck VIP Global Gold Fund, the Fund pays the Adviser a fee at an annual rate of 0.75% of the first $500 million of average daily net assets of the Fund, 0.65% of the next $250 million of average daily net assets and 0.50% of average daily net assets in excess of $750 million. For purposes of calculating these fees, the net assets of the VanEck VIP Global Gold Fund include the value of the Fund’s interest in the Subsidiary. The Subsidiary does not pay the Adviser a fee for managing the Subsidiary’s portfolio. Each class of a Fund’s shares pays its proportionate share of the Fund’s fee. Under each Advisory Agreement, the Adviser, subject to the supervision of the Board and in conformity with the stated investment policies of each Fund, manages the investment of the Funds’ assets. The Adviser is responsible for placing purchase and sale orders and providing continuous supervision of the investment portfolio of the Funds.

In addition to providing investment advisory services, the Adviser also performs accounting and administrative services for the VanEck VIP Global Gold Fund pursuant to a written agreement. For these accounting and administrative services, a fee is calculated daily and paid monthly at an annual rate equal to 0.25% of the first $750 million of average daily net assets, and 0.20% of average daily net assets in excess of $750 million.

The Adviser has agreed to waive fees and/or pay Fund expenses to the extent necessary to prevent the operating expenses of each Fund (excluding acquired fund fees and expenses, interest expense, trading expenses, dividends and interest payments on securities sold short, taxes and extraordinary expenses) from exceeding the following:


FUND	EXPENSE CAP	FEE ARRANGEMENT DURATION DATE
VanEck VIP Emerging Markets Bond Fund
Initial Class	1.10%	May 1, 2026

VanEck VIP Emerging Markets Fund
Initial Class	1.30%	May 1, 2026
Class S	1.55%	May 1, 2026

VanEck VIP Global Resources Fund
Initial Class	1.20%	May 1, 2026
Class S	1.45%	May 1, 2026

VanEck VIP Global Gold Fund
Class S	1.45%	May 1, 2026

During such time, the expense limitation is expected to continue until the Board of Trustees acts to discontinue all or a portion of such expense limitation.

Pursuant to each Advisory Agreement, the Trust has agreed to indemnify the Adviser for certain liabilities, including certain liabilities arising under the federal securities laws, unless such loss or liability results from willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties.

The management fees earned and the expenses waived or assumed by the Adviser for the past three fiscal years are as follows:


		MANAGEMENT FEES	EXPENSES WAIVED/ASSUMED BY THE ADVISER
VanEck VIP Emerging Markets Bond Fund	2024	$169,411	$148,800
	2023	$169,136	$143,723
	2022	$166,453	$118,864
VanEck VIP Emerging Markets Fund	2024	$966,509	$14,878
	2023	$1,026,876	$13,889
	2022	$1,122,038	$12,083
VanEck VIP Global Resources Fund	2024	$2,844,179	None
	2023	$3,409,799	None
	2022	$3,942,242	None
VanEck VIP Global Gold Fund	2024	$440,600	$72,068
	2023	$393,316	$51,383
	2022	$363,059	$39,560

Each Advisory Agreement provides that it shall continue in effect from year to year as long as it is approved at least annually by (1) the Board or (2) a vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of each Fund, provided that in either event such continuance also is approved by a majority of the Trustees who are not interested persons (as defined in the 1940 Act) of the Trust by a vote cast in person at a meeting called for the purpose of voting on such approval. Each Advisory Agreement is terminable without penalty, on 60 days’ notice, by the Board or by a vote of the holders of a majority (as defined in the 1940 Act) of a Fund’s outstanding voting securities. Each Advisory Agreement is also terminable upon 60 days’ notice by the Adviser and will terminate automatically in the event of its assignment (as defined in the 1940 Act).

THE DISTRIBUTOR

Shares of the Funds are offered on a continuous basis and are distributed through Van Eck Securities Corporation, the Distributor, 666 Third Avenue, New York, New York 10017, a wholly owned subsidiary of the Adviser. The Board has approved a Distribution Agreement appointing the Distributor as distributor of shares of the Funds.

The Distribution Agreement provides that the Distributor will pay all fees and expenses in connection with printing and distributing prospectuses and reports for use in offering and selling shares of the Funds and preparing, printing and distributing advertising or promotional materials. The Funds will pay all fees and expenses in connection with registering and qualifying their shares under federal and state securities laws. The Distribution Agreement is reviewed and approved annually by the Board.

During the last three fiscal years, the Distributor retained no underwriting commissions on sales of shares of the Funds, after reallowance to dealers.

PLAN OF DISTRIBUTION (12B-1 PLAN)

Each Fund has adopted a plan of distribution pursuant to Rule 12b-1 (collectively, the “Plan”) on behalf of its Class S shares. Fees paid by the Class S shares under the Plan will be used for servicing and/or distribution expenses of the Distributor and to compensate insurance companies, brokers and dealers, and other financial institutions which sell Class S shares of a Fund, or provide servicing. The Plan is a compensation type plan. Shares of Initial Class are not subject to the expenses of the Plan.

Pursuant to the Plan, the Distributor provides the Funds, at least quarterly, with a written report of the amounts expended under the Plan and the purpose for which such expenditures were made. The Board reviews such reports on a quarterly basis. The Plan is reapproved annually for each Fund’s Class S shares by the Board, including a majority of the Trustees who are not “interested persons” of the Fund and who have no direct or indirect financial interest in the operation of the Plan.

The Plan shall continue in effect as to each Fund’s Class S shares, provided such continuance is approved annually by a vote of the Board in accordance with the 1940 Act. The Plan may not be amended to increase materially the amount to be

spent for the services described therein without approval of the Class S shareholders of the Fund, and all material amendments to the Plan must also be approved by the Board in the manner described above. The Plan may be terminated at any time, without payment of any penalty, by vote of a majority of the Trustees who are not “interested persons” of a Fund and who have no direct or indirect financial interest in the operation of the Plan, or by a vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund’s Class S shares on written notice to any other party to the Plan. The Plan will automatically terminate in the event of its assignment (as defined in the 1940 Act). So long as the Plan is in effect, the election and nomination of Trustees who are not “interested persons” of the Trust shall be committed to the discretion of the Trustees who are not “interested persons.” The Board has determined that, in its judgment, there is a reasonable likelihood that the Plan will benefit the Funds and their shareholders. The Funds will preserve copies of the Plan and any agreement or report made pursuant to Rule 12b-1 under the 1940 Act, for a period of not less than six years from the date of the Plan or such agreement or report, the first two years in an easily accessible place. For additional information regarding the Plan, see the Funds’ Class S Prospectuses.

As of the date of this SAI, Class S shares of VanEck VIP Emerging Markets Bond Fund had not launched and therefore no 12b-1 fees were paid. For the fiscal year ended December 31, 2024, it is estimated that the Distributor spent the amounts received under the Plan in the following ways:


	VANECK VIP EMERGING MARKETS FUND CLASS S	VANECK VIP GLOBAL RESOURCES FUND CLASS S	VANECK VIP GLOBAL GOLD FUND CLASS S
Total 12b-1 Fees	$2,444	$378,791	$146,866
Compensation to Dealers	(2,444)	(378,791)	(146,866)
Net 12b-1 Fees	None	None	None

PORTFOLIO MANAGER COMPENSATION

The Adviser’s portfolio managers are paid a fixed base salary and a bonus. The bonus is based upon the quality of investment analysis and management of the funds for which they serve as portfolio manager. Portfolio managers who oversee accounts with significantly different fee structures are generally compensated by discretionary bonus rather than a set formula to help reduce potential conflicts of interest. At times, the Adviser and affiliates may manage accounts with incentive fees.

The Adviser’s portfolio managers may serve as portfolio managers to other clients. Such “Other Clients” may have investment objectives or may implement investment strategies similar to those of the Funds. When the portfolio managers implement 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. The compensation that the Funds’ portfolio managers receive for managing other client accounts may be higher than the compensation the portfolio managers receive for managing the Funds. The portfolio managers do not believe that their activities materially disadvantage the Funds. The Adviser has implemented procedures to monitor trading across funds and its Other Clients.

PORTFOLIO MANAGER SHARE OWNERSHIP

As of December 31, 2024, none of the portfolio managers or deputy portfolio managers owned shares of the Funds.

OTHER ACCOUNTS MANAGED BY THE PORTFOLIO MANAGERS

The following table provides the number of other accounts managed (excluding the Fund) and the total assets managed of such accounts by each Fund’s portfolio manager(s) and deputy portfolio manager (if any) within each category of accounts, as of December 31, 2024.


Fund	Name of Portfolio Managers/Deputy Portfolio Managers	Category of Account	Other Accounts Managed (As of December 31, 2024)		Accounts with respect to which the advisory fee is based on the performance of the account
			Number of Accounts	Total Assets in Accounts	Number of Accounts	Total Assets in Accounts



VanEck VIP Emerging Markets Fund	Angus Shillington (Deputy Portfolio Manager)	Registered investment companies	2	$485.68 Million	0	$0
		Other pooled investment vehicles	2	$84.43 Million	0	$0
		Other accounts	1	$76.63 Million	0	$0
VanEck VIP Emerging Markets Fund	Ola El-Shawarby (Portfolio Manager)	Registered investment companies	2	$485.68 Million	0	$0
		Other pooled investment vehicles	2	$84.43 Million	0	$0
		Other accounts	1	$76.63 Million	0	$0
VanEck VIP Global Resources Fund	Charles T. Cameron (Deputy Portfolio Manager)	Registered investment companies	2	$1,220.47 Million	0	$0
		Other pooled investment vehicles	1	$17.12 Million	0	$0
		Other accounts	0	$—	0	$0
VanEck VIP Global Resources Fund	Shawn Reynolds (Portfolio Manager)	Registered investment companies	3	$1,223 Million	0	$0
		Other pooled investment vehicles	1	$17.80 Million	0	$0
		Other accounts	0	$—	0	$0
VanEck VIP Emerging Markets Bond Fund	Eric Fine (Portfolio Manager)	Registered investment companies	1	$76.63 Million	0	$0
		Other pooled investment vehicles	2	$214.87 Million	0	$0
		Other accounts	0	$—	0	$0
VanEck VIP Emerging Markets Bond Fund	David Austerweil (Deputy Portfolio Manager)	Registered investment companies	1	$84.82 Million	0	$0
		Other pooled investment vehicles	2	$214.87 Million	0	$0
		Other accounts	0	$—	0	$0
VanEck VIP Global Gold Fund	Imaru Casanova (Portfolio Manager)	Registered investment companies	1	$660.86 Million	0	$0
		Other pooled investment vehicles	0	$—	0	$0
		Other accounts	0	$—	0	$0

SECURITIES LENDING ARRANGEMENTS

Pursuant to a securities lending agreement (the “Securities Lending Agreement”) between the Funds and State Street (in such capacity, the “Securities Lending Agent”), the Funds may lend their securities through the Securities Lending Agent to certain qualified borrowers. The Securities Lending Agent administers the Funds’ securities lending program. During the fiscal year ended December 31, 2024, these services include arranging the securities loans with approved borrowers and collecting fees and rebates due to the Funds from each borrower. The Securities Lending Agent maintains records of loans made and income derived therefrom and makes available such records that the Funds deem necessary to monitor the securities lending program.

For the fiscal year ended December 31, 2024, each of the Funds listed below earned income and incurred the following costs and expenses, during its respective fiscal year, as a result of its securities lending activities:


Fund	Gross Income(1)		Revenue Split(2)		Cash Collateral Management Fees(3)		Administrative Fees(4)		Indemnification Fees(5)		Rebates to Borrowers		Other Fees		Total Costs of the Securities Lending Activities		Net Income from the Securities Lending Activities
VanEck VIP Emerging Markets Bond Fund	$	16,975	$	224	$	—	$	—	$	—	$	14,742	$	—	$	14,966	$	2,009
VanEck VIP Emerging Markets Fund	18,791		487		—		—		—		13,890		—		14,377		4,414
VanEck VIP Global Gold Fund	166,564		11,476		—		—		—		51,486		—		62,962		103,602
VanEck VIP Global Resources Fund	192,234		6,747		—		—		—		124,608		—		131,355		60,879

1Gross income includes income from the reinvestment of cash collateral and rebates paid by the borrower.

2Revenue split represents the share of revenue generated by the securities lending program and paid to the Securities Lending Agent.

3Cash collateral management fees include fees deducted from a pooled cash collateral reinvestment vehicle that are not included in the revenue split.

4These administrative fees are not included in the revenue split.

5These indemnification fees are not included in the revenue split.

PORTFOLIO TRANSACTIONS AND BROKERAGE

When selecting brokers and dealers to handle the purchase and sale of portfolio securities, the Adviser looks for prompt execution of the order at a favorable price. Generally, the Adviser works with recognized dealers in these securities, except when a better price and execution of the order can be obtained elsewhere. The Funds will not deal with affiliates in principal transactions unless permitted by exemptive order or applicable rule or regulation. The Adviser owes a duty to its clients to provide best execution on trades effected.

The Adviser assumes general supervision over placing orders on behalf of the Trust for the purchase or sale of portfolio securities. If purchases or sales of portfolio securities of the Trust and one or more other investment companies or clients supervised by the Adviser are considered at or about the same time, transactions in such securities are allocated among the several investment companies and clients in a manner deemed equitable to all by the Adviser. In some cases, this procedure could have a detrimental effect on the price or volume of the security so far as the Trust is concerned.

The portfolio managers may deem it appropriate for one fund or account they manage to sell a security while another fund or account they manage is purchasing the same security. Under such circumstances, the portfolio managers may arrange to have the purchase and sale transactions effected directly between the funds and/or accounts (“cross transactions”). Cross transactions will be effected in accordance with procedures adopted pursuant to Rule 17a-7 under the 1940 Act.

Portfolio turnover may vary from year to year, as well as within a year. High turnover rates are likely to result in comparatively greater brokerage expenses. The overall reasonableness of brokerage commissions is evaluated by the Adviser based upon its knowledge of available information as to the general level of commissions paid by other institutional investors for comparable services.

The Adviser may cause the Funds to pay a broker-dealer who furnishes brokerage and/or research services, a commission that is in excess of the commission another broker-dealer would have received for executing the transaction, if it is determined 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, as amended, which have been provided. Such research services may include, among other things, analyses and reports concerning issuers, industries, securities, economic factors and trends and portfolio strategy. Any such research and other information provided by brokers to the Adviser is considered to be in addition to and not in lieu of services required to be performed by the Adviser under its Advisory Agreements with the Trust. The research services provided by broker-dealers can be useful to the Adviser in serving its other clients or clients of the Adviser’s affiliates. The Board periodically reviews the Adviser’s performance of its responsibilities in connection with the placement of portfolio transactions on behalf of the Funds. The Board also reviews the commissions paid by the Funds over representative periods of time to determine if they are reasonable in relation to the benefits to the Funds.

The aggregate amount of brokerage transactions directed to a broker during the fiscal year ended December 31, 2024 for, among other things, research services, and the commissions and concessions related to such transactions were as follows:


Fund	Transaction Amount	Commissions and Concessions
VanEck VIP Emerging Markets Bond Fund	None	None
VanEck VIP Emerging Markets Fund	$37,319,087	$56,813
VanEck VIP Global Resources Fund	$285,171,110	$233,933
VanEck VIP Global Gold Fund	$34,873,729	$44,397

The table below shows the aggregate amount of brokerage commissions paid on purchases and sales of portfolio securities by each Fund during the Fund’s three most recent fiscal years ended December 31. None of such amounts were paid to brokers or dealers which furnished daily quotations to the Fund for the purpose of calculating daily per share net asset value or to brokers and dealers which sold shares of the Fund.


			2024
			COMMISSIONS
VanEck VIP Emerging Markets Bond Fund			None
VanEck VIP Emerging Markets Fund			$76,642
VanEck VIP Global Resources Fund			$258,055
VanEck VIP Global Gold Fund			$51,309


			2023
			COMMISSIONS
VanEck VIP Emerging Markets Bond Fund			None
VanEck VIP Emerging Markets Fund			$54,017
VanEck VIP Global Resources Fund			$226,727
VanEck VIP Global Gold Fund			$31,812


			2022
			COMMISSIONS
VanEck VIP Emerging Markets Bond Fund			None
VanEck VIP Emerging Markets Fund			$52,231
VanEck VIP Global Resources Fund			$199,850
VanEck VIP Global Gold Fund			$26,142

The Adviser does not consider sales of shares of the Funds as a factor in the selection of broker-dealers to execute portfolio transactions for the Funds. The Adviser has implemented policies and procedures pursuant to Rule 12b-1(h) that are reasonably designed to prevent the consideration of the sales of fund shares when selecting broker-dealers to execute trades.

Due to the potentially high rate of turnover, the Funds may pay a greater amount in brokerage commissions than a similar size fund with a lower turnover rate. The portfolio turnover rates of all Funds may vary greatly from year to year.

TRUSTEES AND OFFICERS

LEADERSHIP STRUCTURE AND THE BOARD

The Board has general oversight responsibility with respect to the operation of the Trust and the Funds. The Board has engaged the Adviser to serve as the investment adviser for the Funds. The Board is responsible for overseeing the provision of services to the Trust and the Funds by the Adviser and the other service providers in accordance with the provisions of the 1940 Act and other applicable laws. The Board is currently composed of five (5) Trustees, four of whom are Independent Trustees. In addition to five (5) regularly scheduled meetings per year, the Independent Trustees meet regularly in executive sessions among themselves and with their counsel to consider a variety of matters affecting the Trust. These sessions generally occur prior to, or during, scheduled Board meetings and at such other times as the Trustees may deem necessary. Each Independent Trustee attended at least 75% of the total number of meetings of the Board in the year ending December 31, 2024. As discussed in further detail below, the Board has established three (3) standing committees to assist the Board in performing its oversight responsibilities.

The Board believes that the Board’s leadership structure is appropriate in light of the characteristics and circumstances of the Trust and each of the Funds, including factors such as the number of Funds that comprise the Trust, the variety of asset classes in which those Funds invest, the net assets of the Funds, the committee structure of the Trust, and the management, distribution and other service arrangements of the Funds. In connection with its determination, the Board considered that the Board is comprised primarily of Independent Trustees, and that the Chairperson of the Board and the Chairperson of each of the Audit Committee and the Governance Committee is an Independent Trustee. The Board believes having an interested trustee on the Board and as Chairperson of the Investment Oversight Committee provides it with additional access to the perspectives and resources of the Advisers and their affiliates. In addition, to further align the Trustees’ interests with those of Fund shareholders, the Board has, among other things, adopted a policy requiring each Trustee to maintain a minimum direct or indirect investment in the Funds.

The Chairperson presides at all meetings of the Board and participates in the preparation of the agenda for such meetings. She also serves as a liaison with management, service providers, officers, attorneys, and the other Trustees generally between meetings. The Chairperson may also perform other such functions as may be delegated by the Board from time to time. The Trustees believe that the Chairperson’s independence facilitates meaningful dialogue between the Adviser and the Independent Trustees. Except for any duties specified herein or pursuant to the Trust’s Master Trust Agreement, the designation of Chairperson does not impose on such Independent Trustee any duties, obligations or liability that is greater than the duties, obligations or liability imposed on such person as a member of the Board, generally.

The Independent Trustees regularly meet outside the presence of management and are advised by independent legal counsel. The Board believes that its Committees help ensure that the Trust has effective and independent governance and oversight. The Board also believes that its leadership structure facilitates the orderly and efficient flow of information to the Trustees from management of the Trust, and from the Adviser.

RISK OVERSIGHT

The Funds and the Trust are subject to a number of risks, including investment, compliance, operational, and valuation risks. Day-to-day risk management functions are within the responsibilities of the Adviser, the Distributor and the other service providers (depending on the nature of the risk) that carry out the Funds’ investment management, distribution and business affairs. Each of the Adviser, the Distributor and the other service providers have their own, independent interests and responsibilities in risk management, and their policies and methods of carrying out risk management functions will depend, in part, on their individual priorities, resources and controls.

Risk oversight forms part of the Board’s general oversight of the Funds and the Trust and is addressed through various activities of the Board and its Committees. As part of its regular oversight of the Funds and Trust, the Board, directly or through a Committee, meets with representatives of various service providers and reviews reports from, among others, the Adviser, the Distributor, the Chief Compliance Officer of the Funds, and the independent registered public accounting firm for the Funds regarding risks faced by the Funds and relevant risk management functions. The Board or Investment Oversight Committee, with the assistance of management, reviews investment policies and related risks in connection with its review of the Funds’ performance and its evaluation of the nature and quality of the services provided by the Adviser. The Board has appointed a Chief Compliance Officer for the Funds who oversees the implementation and testing of the Funds’ compliance program and reports to the Board regarding compliance matters for the Funds and their principal service providers. The Chief Compliance Officer’s designation, removal and compensation must be approved by the Board, including a majority of the Independent Trustees. Material changes to the compliance program are reviewed by and approved by the Board. In addition, as part of the Board’s periodic review of the Funds’ advisory, distribution and other service provider agreements, the Board may consider risk management aspects of their operations and the functions for which they are responsible, including the manner in which such service providers implement and administer their codes of ethics and related policies and procedures. For certain of its

service providers, such as the Adviser and Distributor, the Board also receives reports periodically regarding business continuity and disaster recovery plans, as well as actions being taken to address cybersecurity and other information technology risks. With respect to valuation, the Board approves and periodically reviews valuation policies and procedures applicable to valuing the Funds’ shares. The Adviser is responsible for the implementation and day-to-day administration of these valuation policies and procedures and provides reports periodically to the Board regarding these and related matters. In addition, the Board or the Audit Committee of the Board receives reports at least annually from the independent registered public accounting firm for the Funds regarding tests performed by such firm on the valuation of all securities. Reports received from the Adviser and the independent registered public accounting firm assist the Board in performing its oversight function of valuation activities and related risks.

The Board recognizes that not all risks that may affect the Funds and the Trust can be identified, that it may not be practical or cost-effective to eliminate or mitigate certain risks, that it may be necessary to bear certain risks to achieve the Funds’ or Trust’s goals, and that the processes, procedures and controls employed to address certain risks may be limited in their effectiveness. Moreover, reports received by the Board that may relate to risk management matters are typically summaries of the relevant information. As a result of the foregoing and other factors, the function of the Board with respect to risk management is one of oversight and not active involvement in, or coordination of, day-to-day risk management activities for the Funds or Trust. The Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role.

TRUSTEE INFORMATION

The Trustees of the Trust, their address, position with the Trust, age and principal occupations during the past five years are set forth below.

TRUSTEE’S NAME,

ADDRESS(1) AND

YEAR OF BIRTH

POSITION(S) HELD WITH TRUST,

TERM OF OFFICE(2) AND

LENGTH OF TIME SERVED

PRINCIPAL
OCCUPATION(S)
DURING PAST
FIVE YEARS

NUMBER OF

PORTFOLIOS

IN FUND

COMPLEX(3)

OVERSEEN BY

TRUSTEE

OTHER

DIRECTORSHIPS

HELD OUTSIDE THE

FUND COMPLEX(3)

DURING THE PAST

FIVE YEARS

INDEPENDENT TRUSTEES:

Jayesh Bhansali

1964 (A)(G)(I)

Trustee (since 2022); Chairperson of the Audit Committee (since 2025)

Chief Investment Officer, IRIQIV LLC (a multi-family office). Formerly, Managing Director and Lead Portfolio Manager, Nuveen, a TIAA company.

Trustee, YMCA Retirement Fund; Trustee of Judge Baker Children’s Center; Director of Under One Roof.

TRUSTEE’S NAME,

ADDRESS(1) AND

YEAR OF BIRTH

POSITION(S) HELD WITH TRUST,

TERM OF OFFICE(2) AND

LENGTH OF TIME SERVED

PRINCIPAL
OCCUPATION(S)
DURING PAST
FIVE YEARS

NUMBER OF

PORTFOLIOS

IN FUND

COMPLEX(3)

OVERSEEN BY

TRUSTEE

OTHER

DIRECTORSHIPS

HELD OUTSIDE THE

FUND COMPLEX(3)

DURING THE PAST

FIVE YEARS

INDEPENDENT TRUSTEES:

Jon Lukomnik
1956 (A)(G)(I)

Trustee (since 2006); Chairperson of the Governance Committee (since 2025)

Managing Partner, Sinclair Capital LLC (consulting firm). Adjunct

Professor, School of

International and Public

Affairs, Columbia

University. Formerly, Pembroke Visiting Professor of International Finance, Judge Business School, Cambridge.

Director, The Shareholder Commons; Director of VanEck ICAV (an Irish UCITS); VanEck Vectors UCITS ETF plc (an Irish UCITS). Formerly, Director of VanEck (a Luxembourg UCITS); Member of the Education Committee, MFDF.

Jane DiRenzo Pigott
1957 (A)(G)(I)

Trustee (since 2007); Chairperson of the Board (since 2020)

Managing Director, R3 Group LLC (consulting firm).

Board member for Gratitude

Railroad LLC and Impact

Engine Management, PBC; Trustee of Northwestern University, Lyric Opera of Chicago and the Chicago Symphony Orchestra.

Formerly, Director and Chair of Audit Committee of 3E Company (services relating to hazardous material safety); Director of MetLife Investment Funds, Inc.

R. Alastair Short
1953 (A)(G)(I)

Trustee (since 2004)

President, Apex Capital Corporation (personal investment vehicle).

Chairman and Independent Director, EULAV Asset Management; Lead Independent Director, Total Fund Solution; Independent Director, Contingency Capital, LLC; Trustee, Kenyon Review; Trustee, Children's Village. Formerly,
Independent Director, Tremont offshore funds.

TRUSTEE’S NAME,

ADDRESS(1) AND

YEAR OF BIRTH

POSITION(S) HELD WITH TRUST,

TERM OF OFFICE(2) AND

LENGTH OF TIME SERVED

PRINCIPAL
OCCUPATION(S)
DURING PAST
FIVE YEARS

NUMBER OF

PORTFOLIOS

IN FUND

COMPLEX(3)

OVERSEEN BY

TRUSTEE

OTHER

DIRECTORSHIPS

HELD OUTSIDE THE

FUND COMPLEX(3)

DURING THE PAST

FIVE YEARS

INTERESTED TRUSTEE:

Jan F. van Eck(4) 1963 (I)

Trustee (Since 2019); Chairperson of the Investment Oversight Committee (since 2020); Chief Executive Officer and President (Since 2010)

Director, President and Chief Executive Officer of VEAC, Van Eck Absolute Return Advisers Corporation (“VEARA”) and VESC; Officer and/or Director of other companies affiliated with VEAC and/or the Trust.

Director, National Committee on US-China Relations.

(1)The address for each Trustee and officer is 666 Third Avenue, 9th Floor, New York, New York 10017.

(2)Trustee serves until resignation, death, retirement or removal.

(3)The Fund Complex consists of VanEck Funds, VanEck VIP Trust and VanEck ETF Trust.

(4)“Interested person” of the Trust within the meaning of the 1940 Act. Mr. van Eck is an officer of VEAC, VEARA and VESC. In addition, Mr. van Eck and members of his family own 100% of the voting stock of VEAC, which in turns owns 100% of the voting stock of each of VEARA and VESC.

(A) Member of the Audit Committee.

(G) Member of the Governance Committee.

(I) Member of the Investment Oversight Committee.

Set forth below is additional information relating to the professional experience, attributes and skills of each Trustee relevant to such individual’s qualifications to serve as a Trustee:

Jayesh Bhansali has extensive business and financial experience and currently serves as the Chief Investment Officer of IRIQIV LLC, a multi-family office. He was previously a Managing Director and Lead Portfolio Manager at Nuveen, a TIAA company, and has over 25 years of experience in the investment management industry. Mr. Bhansali also serves as a member of the board for multiple not-for-profit organizations.

Jon Lukomnik has extensive business and financial experience, particularly in the investment management industry. He currently serves as: Managing Partner of Sinclair Capital LLC, a consulting firm to the investment management industry. He previously served as chairman of the Advisory Committee of Legion Partners Asset Management, a registered investment advisor that provides investment management and consulting services to various institutional clients; and was a member of the Deloitte LLP’s Audit Quality Advisory Council and the Standards and Emerging Issues Advisory Group to the Public Company Accounting Oversight Board.

Jane DiRenzo Pigott has extensive business and financial experience and serves as Managing Director of R3 Group LLC, a firm specializing in talent retention, development and matriculation consulting services. Ms. Pigott has prior experience as an independent trustee of other mutual funds and previously served as chair of the global Environmental Law practice group at Winston & Strawn LLP.

R. Alastair Short has extensive business and financial experience, particularly in the investment management industry. He has served as a president, board member or executive officer of various businesses, including asset management and private equity investment firms.

Jan F. van Eck has extensive business and financial experience, particularly in the investment management industry. He currently serves as president, executive officer and/or board member of various businesses, including VEAC, VESC, and VEARA.

The forgoing information regarding the experience, qualifications, attributes and skills of each Trustee is provided pursuant to requirements of the SEC, and does not constitute holding out of the Board or any Trustee as having any special expertise or experience, and shall not impose any greater responsibility or liability on any such person or on the Board by reason thereof.

COMMITTEE STRUCTURE

The Board has established a standing Audit Committee, a standing Governance Committee, and a standing Investment Oversight Committee to assist the Board in the oversight and direction of the business and affairs of the Trust.

Audit Committee. The duties of this Committee include meeting with representatives of the Trust’s independent registered public accounting firm to review fees, services, procedures, conclusions and recommendations of independent registered public accounting firm and to discuss the Trust’s system of internal controls. Thereafter, the Committee reports to the Board the Committee’s findings and recommendations concerning internal accounting matters as well as its recommendation for retention or dismissal of the auditing firm. Except for any duties specified herein or pursuant to the Trust’s charter document, the designation of Chairperson of the Audit Committee does not impose on such Independent Trustee any duties, obligations or liability that is greater than the duties, obligations or liability imposed on such person as a member of the Board, generally. The Audit Committee met four times during the last fiscal year, and currently consists of the following Trustees: Mr. Bhansali (Chairperson), Mr. Short, Ms. Pigott and Mr. Lukomnik.

Governance Committee. The duties of this Committee include the consideration of recommendations to the Trustees for the Board nominations for Trustees, review of the composition of the Board, compensation and similar matters. In addition, the Governance Committee periodically reviews the performance of the Board and its Committees, including the effectiveness and composition of the overall Board, Board's Committees, and the Chairperson of the Board and other related matters. When considering potential nominees for election to the Board and to fill vacancies occurring on the Board, where shareholder approval is not required, and as part of the annual self-evaluation, the Governance Committee reviews the mix of skills and other relevant experiences of the Trustees. The Governance Committee met four times during the last fiscal year, and currently consists of the following Trustees: Mr. Lukomnik (Chairperson), Mr. Short, Ms. Pigott and Mr. Bhansali.

The Independent Trustees shall, when identifying candidates for the position of Independent Trustee, consider candidates recommended by a shareholder of a Fund if such recommendation provides sufficient background information concerning the candidate and evidence that the candidate is willing to serve as an Independent Trustee if selected, and is received in a sufficiently timely manner. Shareholders should address recommendations in writing to the attention of the Governance Committee, c/o the Secretary of the Trust, at 666 Third Avenue, 9th Floor, New York, NY 10017. The Secretary shall retain copies of any shareholder recommendations which meet the foregoing requirements for a period of not more than 12 months following receipt. The Secretary shall have no obligation to acknowledge receipt of any shareholder recommendations.

Investment Oversight Committee. The duties of this Committee include the review of investment performance of the Funds, meeting with relevant Adviser personnel and outside experts, and overseeing the provision of investment-related services for the Funds. In addition, the Committee will review on a periodic basis and consider a variety of matters, such as proposed material changes to, each Fund’s investment strategy (if applicable), investment processes, investment personnel, non-personnel resources, and relevant investment markets. The Investment Oversight Committee was established by vote of the Board, effective January 1, 2020. This Committee met four times during the last fiscal year, and currently consists of all the Trustees, and Mr. van Eck serves as Chairperson.

OFFICER INFORMATION

The executive officers of the Trust, their age and address, the positions they hold with the Trust, their term of office and length of time served and their principal business occupations during the past five years are shown below.


OFFICER’S NAME, ADDRESS(1) AND YEAR OF BIRTH	POSITION(S) HELD WITH TRUST	TERM OF OFFICE AND LENGTH OF TIME SERVED(2)	PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS
Lawrence G. Altadonna, 1966	Vice President and Treasurer	Since 2024	Vice President of VEAC and VEARA; Officer of other investment companies advised by VEAC and VEARA. Formerly, Fund Assistant Treasurer and Vice President of Credit Suisse Asset Management, LLC (June 2022- January 2024).


OFFICER’S NAME, ADDRESS(1) AND YEAR OF BIRTH	POSITION(S) HELD WITH TRUST	TERM OF OFFICE AND LENGTH OF TIME SERVED(2)	PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS
Matthew A. Babinsky, 1983	Assistant Vice President and Assistant Secretary	Since 2016	Vice President, Associate General Counsel and Assistant Secretary of VEAC, VEARA and Van Eck Securities Corporation (VESC); Officer of other investment companies advised by VEAC and VEARA. Formerly, Assistant Vice President of VEAC, VEARA and VESC.
Russell G. Brennan, 1964	Assistant Vice President and Assistant Treasurer	Since 2008	Assistant Vice President of VEAC; Officer of other investment companies advised by VEAC and VEARA.
Charles T. Cameron, 1960	Vice President	Since 1996	Portfolio Manager for VEAC; Officer and/or Portfolio Manager of other investment companies advised by VEAC and VEARA. Formerly, Director of Trading of VEAC.
John J. Crimmins, 1957	Vice President, Chief Financial Officer and Principal Accounting Officer	Since 2012	Vice President of VEAC and VEARA; Officer of other investment companies advised by VEAC and VEARA. Formerly, Vice President of VESC. Formerly, Treasurer of other investment companies advised by VEAC and VEARA.
Susan Curry, 1966	Assistant Vice President	Since 2022	Assistant Vice President of VEAC, VEARA and VESC; Formerly, Managing Director, Legg Mason, Inc.
F. Michael Gozzillo, 1965	Chief Compliance Officer	Since 2018	Vice President and Chief Compliance Officer of VEAC and VEARA; Chief Compliance Officer of VESC; Officer of other investment companies advised by VEAC and VEARA. Formerly, Chief Compliance Officer of City National Rochdale, LLC and City National Rochdale Funds.
Laura Hamilton, 1977	Vice President	Since 2019	Assistant Vice President of VEAC and VESC; Officer of other investment companies advised by VEAC and VEARA. Formerly, Operations Manager of Royce & Associates.
Laura I. Martínez, 1980	Vice President and Assistant Secretary	Vice President (since 2016); Assistant Secretary (since 2008)	Vice President, Associate General Counsel and Assistant Secretary of VEAC, VEARA and VESC; Officer of other investment companies advised by VEAC and VEARA.
Lisa A. Moss, 1965	Assistant Vice President and Assistant Secretary	Since 2022	Assistant Vice President of VEAC, VEARA and VESC; Officer of other investment companies advised by VEAC and VEARA. Formerly Senior Counsel, Perkins Coie LLP.
James Parker, 1969	Assistant Treasurer	Since 2014	Assistant Vice President of VEAC and VEARA; Manager, Portfolio Administration of VEAC and VEARA; Officer of other investment companies advised by VEAC and VEARA.


OFFICER’S NAME, ADDRESS(1) AND YEAR OF BIRTH	POSITION(S) HELD WITH TRUST	TERM OF OFFICE AND LENGTH OF TIME SERVED(2)	PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS
Jonathan R. Simon, 1974	Senior Vice President, Secretary and Chief Legal Officer	Senior Vice President (since 2016); Secretary and Chief Legal Officer (since 2014)	Senior Vice President, General Counsel and Secretary of VEAC, VEARA and VESC; Officer and/or Director of other companies affiliated with VEAC and/or the Trust.
Andrew Tilzer, 1972	Assistant Vice President	Since 2021	Vice President of VEAC and VEARA; Vice President of Portfolio Administration of VEAC. Formerly, Assistant Vice President, Portfolio Operations of VEAC.

(1) The address for each Executive Officer is 666 Third Avenue, 9th Floor, New York, NY 10017.

(2) Officers are elected yearly by the Board.

TRUSTEE SHARE OWNERSHIP

For each Trustee, the dollar range of equity securities beneficially owned by the Trustee in the Trust and in all registered investment companies advised by the Adviser or its affiliates (“Family of Investment Companies”) that are overseen by the Trustee is shown below.

Name of Trustee

Dollar Range of Equity Securities in the

Trust

(As of December 31, 2024)*

Aggregate Dollar Range of Equity

Securities in all Registered Investment

Companies Overseen By Trustee In Family

of Investment Companies (As of

December 31, 2024)

Jayesh Bhansali

None

$50,001 - $100,000*

Jon Lukomnik

None

Over $100,000*

Jane DiRenzo Pigott

None

Over $100,000*

R. Alastair Short

None

Over $100,000

Jan F. van Eck

None

Over $100,000

* Includes ownership through the Trust's deferred compensation plan as of December 31, 2024.

As of March 31, 2025, all of the Trustees and Officers, as a group, owned less than 1% of each Fund and each class of each Fund.

As to each Independent Trustee and his/her immediate family members, no person owned beneficially or of record securities in an investment manager or principal underwriter of the Funds, or a person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with the investment manager or principal underwriter of the Funds.

2024 COMPENSATION TABLE

The Trustees are paid for services rendered to the Trust and VanEck Funds (the “VanEck Trusts”), each a registered investment company managed by the Adviser or its affiliates, which are allocated to each series of the VanEck Trusts based on their average daily net assets. Each Independent Trustee is paid an annual retainer of $80,000, a per meeting fee of $10,000 for regularly scheduled meetings of the Board and a per meeting fee of $5,000 for special Board and/or Committee meetings. The VanEck Trusts pay the Chairperson of the Board an annual retainer of $30,000, the Chairperson of the Audit Committee an annual retainer of $15,000 and the Chairperson of the Governance Committee an annual retainer of $15,000. The VanEck Trusts also reimburse each Trustee for travel and other out-of-pocket expenses incurred in attending such meetings. No pension or retirement benefits are accrued as part of Trustee compensation.

The table below shows the compensation paid to the Independent Trustees for the fiscal year ended December 31, 2024. Annual Independent Trustee fees may be reviewed periodically and changed by the Board.


	Jayesh Bhansali(1)	Jon Lukomnik(2)	Jane DiRenzo Pigott(3)	R. Alastair Short	Richard D. Stamberger(4)
Aggregate Compensation from the VanEck Trusts	$130,000	$72,500	$160,000	$130,000	$116,000
Aggregate Deferred Compensation from the VanEck Trusts	$—	$72,500	$-	$-	$29,000
Pension or Retirement Benefits Accrued as Part of the VanEck Trusts’ Expenses	N/A	N/A	N/A	N/A	N/A
Estimated Annual Benefits Upon Retirement	N/A	N/A	N/A	N/A	N/A
Total Compensation From the VanEck Trusts and the Fund Complex(5) Paid to Trustee	$130,000	$145,000	$160,000	$486,000	$445,000

(1) As of December 31, 2024, the value of Mr. Bhansali’s account under the deferred compensation plan was $69,649.

(2) As of December 31, 2024, the value of Mr. Lukomnik’s account under the deferred compensation plan was $1,548,554.

(3) As of December 31, 2024, the value of Ms. Pigott’s account under the deferred compensation plan was $756,563.

(4) As of December 31, 2024, the value of Mr. Stamberger's account under the deferred compensation plan was $1,047,535. Mr. Stamberger retired from the Board of Trustees effective December 31, 2024.

(5) The “Fund Complex” consists of the VanEck Trusts and VanEck ETF Trust.

PRINCIPAL SHAREHOLDERS

Principal Holders Ownership

As of March 31, 2025, shareholders of record of 5% or more of the outstanding shares of each class of a Fund were as follows:


FUND AND CLASS	NAME AND ADDRESS OF OWNER	PERCENTAGE OF CLASS OF FUND OWNED
VIP Emerging Markets Fund Initial Class	Jefferson National Life Insurance Co. c/o IPO Portfolio Accounting PO Box 182029 Columbus, OH 43218-2029	18.36	%

VIP Emerging Markets Fund Initial Class	Nationwide Life NWPP c/o IPO Portfolio Accounting PO Box 182029 Columbus, OH 43218-2029	17.02	%

VIP Emerging Markets Fund Initial Class	Nationwide Life PMLIC VLI c/o IPO Portfolio Accounting PO Box 182029 Columbus, OH 43218-2029	15.89	%

VIP Emerging Markets Fund Initial Class	Nationwide Life NWVA II c/o IPO Portfolio Accounting PO Box 182029 Columbus, OH 43218-2029	7.83	%

VIP Emerging Markets Fund Initial Class	Nationwide Life NWVA9 c/o IPO Portfolio Accounting PO Box 182029 Columbus, OH 43218-2029	7.36	%

VIP Emerging Markets Fund Initial Class	Nationwide Life NWVLI-4 c/o IPO Portfolio Accounting PO Box 182029 Columbus, OH 43218-2029	6.60	%

VIP Emerging Markets Fund Initial Class	Lincoln Benefit Life Company PO Box 94210 Palatine, IL 60094-4210	5.67	%

VIP Emerging Markets Fund Initial Class	Protective Life Insurance Company PO Box 2606 Birmingham, AL 35202-2606	5.03	%

VIP Emerging Markets Fund Class S	Nationwide Life NWVA4 c/o IPO Portfolio Accounting PO Box 182029 Columbus, OH 43218-2029	93.25	%


FUND AND CLASS	NAME AND ADDRESS OF OWNER	PERCENTAGE OF CLASS OF FUND OWNED
VIP Emerging Markets Bond Fund Initial Class	Nationwide Life NWVA II c/o IPO Portfolio Accounting PO Box 182029 Columbus, OH 43218-2029	22.72	%

VIP Emerging Markets Bond Fund Initial Class	Jefferson National Life Insurance Company c/o IPO Portfolio Accounting PO Box 182029 Columbus, OH 43218-2029	18.02	%

VIP Emerging Markets Bond Fund Initial Class	Nationwide Life PMLIC VLI c/o IPO Portfolio Accounting PO Box 182029 Columbus, OH 43218-2029	12.86	%

VIP Emerging Markets Bond Fund Initial Class	Great-West OneSource 8515 E Orchard Rd. Greenwood Village, CO 80111-5002	10.72	%

VIP Emerging Markets Bond Fund Initial Class	Great-West Select 8515 E Orchard Rd. Greenwood Village, CO 80111-5002	5.45	%

VIP Emerging Markets Bond Fund Initial Class	Nationwide Life Insurance Co. VA Attn: Penny Dooley- M415 One National Life Dr. Montpelier, VT 05604-1000	5.41	%

VIP Global Resources Fund Initial Class	Pacific Life Selexd D2 c/o Pacific Life Insurance Company 700 Newport Center Dr. Newport Beach, CA 92660-6307	21.92	%

VIP Global Resources Fund Initial Class	Nationwide Life NWVLI-4 c/o IPO Portfolio Accounting PO Box 182029 Columbus, OH 43218-2029	10.65	%

VIP Global Resources Fund Initial Class	Midland National Life Value Attn: Variable Life Services PO Box 79907 Des Moines, IA 50325-0907	8.03	%

VIP Global Resources Fund Initial Class	Nationwide Life NWVA II c/o IPO Portfolio Accounting PO Box 182029 Columbus, OH 43218-2029	6.67%


FUND AND CLASS	NAME AND ADDRESS OF OWNER	PERCENTAGE OF CLASS OF FUND OWNED
VIP Global Resources Fund Initial Class	Nationwide Life NWPP c/o IPO Portfolio Accounting PO Box 182029 Columbus, OH 43218-2029	5.67	%

VIP Global Resources Fund Initial Class	Jefferson National Life Insurance Company c/o IPO Portfolio Accounting PO Box 182029 Columbus, OH 43218-2029	5.15%

VIP Global Resources Fund Class S	Nationwide Life NWVA II c/o IPO Portfolio Accounting PO Box 182029 Columbus, OH 43218-2029	25.46	%

VIP Global Resources Fund Class S	Pacific Life SA-A c/o Pacific Life Insurance Co. 700 Newport Center Dr. Newport Beach, CA 92660-6397	13.92	%

VIP Global Resources Fund Class S	AXA Equitable Life SA-FP c/o J.P. Morgan Worldwide Securities Services 1 Beacon St. Boston, MA 02108-3107	10.81	%

VIP Global Resources Fund Class S	Equitable Life SA A RB 1345 Avenue of the Americas Fl 3/4th New York, NY 10105-0302	6.87	%

VIP Global Resources Fund Class S	AXA Equitable Life SA AR c/o J.P. Morgan Worldwide Securities Services 1 Beacon St. Boston, MA 02108-310	6.18	%

VIP Global Gold Fund Class S	Riversource Life Insurance Company Attn: Investment Accounting 10468 Ameriprise Financial Ctr. Minneapolis, MN 55474-0001	60.60	%

VIP Global Gold Fund Class S	Jefferson National Life Insurance Co. c/o IPO Portfolio Accounting PO Box 182029 Columbus, OH 43218-2029	22.81	%

VIP Global Gold Fund Class S	Nationwide Life NWVA4 c/o IPO Portfolio Accounting PO Box 182029 Columbus, OH 43218-2029	8.53	%

Control Person Ownership

As of March 31, 2025, no person owned directly or indirectly or through one or more controlled companies more than 25% of the voting securities of a Fund, except for VanEck VIP Global Gold Fund. For VanEck VIP Global Gold Fund, a shareholder who may be deemed to be a “control person” (as that term is defined in the 1940 Act) because the shareholder owns of record more than 25% of the outstanding shares of the Fund by virtue of its fiduciary roles with respect to its clients or otherwise, is shown below. A control person may be able to facilitate shareholder approval of proposals it approves and to impede shareholder approval of proposals it opposes. If a control person’s record ownership of the Fund’s outstanding shares exceeds 50%, then, for certain shareholder proposals, such control person may be able to approve, or prevent approval, of such proposals without regard to votes by other Fund shareholders.

FUND

NAME AND ADDRESS OF OWNER

PERCENTAGE OF

FUND OWNED

VIP Global Gold Fund

Riversource Life Insurance Company
Attn: Investment Accounting
10468 Ameriprise Financial Ctr.
Minneapolis, MN 55474-0001

60.60%

PROXY VOTING POLICIES AND PROCEDURES

The Funds’ proxy voting record is available upon request and on the SEC’s website at http://www.sec.gov. Proxies for each Fund’s portfolio securities are voted in accordance with the Adviser’s proxy voting policies and procedures, which are set forth in Appendix A to this SAI.

The Trust is required to disclose annually each Fund’s complete proxy voting record on Form N-PX covering the period July 1 through June 30 and file it with the SEC no later than August 31. Form N-PX for the Funds is available through the Funds’ website, at vaneck.com, or by writing to 666 Third Avenue, 9th Floor, New York, New York 10017. The Funds’ Form N-PX is also available on the SEC’s website at www.sec.gov.

POTENTIAL CONFLICTS OF INTEREST

The Adviser (and its 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 the 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 the 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 its Other Clients. Furthermore, the Adviser may recommend a Fund purchase securities of issues 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.

CODE OF ETHICS

The Funds, the Adviser and the Distributor have each adopted a Code of Ethics pursuant to Rule 17j-1 under the 1940 Act (“Rule 17j-1”). Such Codes of Ethics require, among other things, that “access persons” (as defined in Rule 17j-1) conduct personal securities transactions in a manner that avoids any actual or potential conflict of interest or any abuse of a position of trust and responsibility. The Codes of Ethics allow such access persons to invest in securities that may be purchased and held by a Fund, provided such investments are done consistently with the provisions of the Codes of Ethics.

PURCHASE OF SHARES

The Funds may invest in securities or futures contracts listed on foreign exchanges which trade on Saturdays or other customary United States national business holidays (i.e., days on which the Funds are not open for business). Consequently, since the Funds will compute their net asset values only Monday through Friday, exclusive of national business holidays, the net asset values of shares of the Funds may be significantly affected on days when an investor has no access to the Funds. The sale of shares will be suspended during any period when the determination of net asset value is suspended, and may be suspended by the Board whenever the Board judges it is in a Fund’s best interest to do so. Certificates for shares of the Funds will not be issued.

VALUATION OF SHARES

The net asset value per share of each of the Funds is computed by dividing the value of all of a Fund’s securities plus cash and other assets, less liabilities, by the number of shares outstanding. The net asset value per share is computed as of the close of the NYSE, usually 4:00 p.m. New York time, Monday through Friday, exclusive of national business holidays. The Funds will be closed on the following national business holidays: New Year’s Day, Martin Luther King Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Juneteenth National Independence Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day (or the days on which these holidays are observed).

Shares of the Funds are sold at the public offering price, which is determined once each day the Funds are open for business and is the net asset value per share. The net asset values need not be computed on a day in which no orders to purchase, sell or redeem shares of the Funds have been received.

Each Fund’s investments are generally valued based on market quotations which may be based on quotes obtained from a quotation reporting system, established market makers, broker dealers or by an independent pricing service. Short-term debt investments having a maturity of 60 days or less are valued at amortized cost, which approximates the fair value of the security. Assets or liabilities denominated in currencies other than the U.S. dollar are converted into U.S. dollars at the current market rates on the date of valuation as quoted by one or more sources. When market quotations are not readily available for a portfolio security or other asset, or, in the opinion of the Adviser, are deemed unreliable, a Fund will use the security’s or asset’s “fair value” as determined in good faith in accordance with the Funds’ Fair Value Pricing Policies and Procedures, which have been approved by the Board. As a general principle, the current fair value of a security or other asset is the amount which a Fund might reasonably expect to receive for the security or asset upon its current sale. The Funds’ Pricing Committee, whose members are selected by the senior management of the Adviser and reported to the Board, is responsible for recommending fair value procedures to the Board and for administering the process used to arrive at fair value prices. Factors

that may cause a Fund’s Pricing Committee to fair value a security include, but are not limited to: (1) market quotations are not readily available because a portfolio security is not traded in a public market, trading in the security has been suspended, or the principal market in which the security trades is closed, (2) trading in a portfolio security is limited or suspended and not resumed prior to the time at which the Fund calculates its NAV, (3) the market for the relevant security is thin, or the price for the security is “stale” because its price has not changed for 5 consecutive business days, (4) the Adviser determines that a market quotation is not reliable, for example, because price movements are highly volatile and cannot be verified by a reliable alternative pricing source, or (5) a significant event affecting the value of a portfolio security is determined to have occurred between the time of the market quotation provided for a portfolio security and the time at which the Fund calculates its NAV.

Foreign equity securities in which the Funds invest may be traded in markets that close before the time that each Fund calculates its NAV. Foreign equity securities are normally priced based upon the market quotation of such securities as of the close of their respective principal markets, as adjusted to reflect the Adviser’s determination of the impact of events, such as a significant movement in the U.S. markets occurring subsequent to the close of such markets but prior to the time at which the Fund calculates its NAV. In such cases, the Pricing Committee may apply a fair valuation formula to those foreign equity securities based on the Committee’s determination of the effect of the U.S. significant event with respect to each local market.

Certain of the Funds’ portfolio securities are valued by an independent pricing service approved by the Board. The independent pricing service may utilize an automated system incorporating a model based on multiple parameters, including a security’s local closing price (in the case of foreign securities), relevant general and sector indices, currency fluctuations, and trading in depositary receipts and futures, if applicable, and/or research evaluations by its staff, in determining what it believes is the fair valuation of the portfolio securities valued by such independent pricing service.

There can be no assurance that the Funds could purchase or sell a portfolio security or other asset at the price used to calculate the Funds’ NAV. Because of the inherent uncertainty in fair valuations, and the various factors considered in determining value pursuant to the Funds’ fair value procedures, there can be material differences between a fair value price at which a portfolio security or other asset is being carried and the price at which it is purchased or sold. Furthermore, changes in the fair valuation of portfolio securities or other assets may be less frequent, and of greater magnitude, than changes in the price of portfolio securities or other assets valued by an independent pricing service, or based on market quotations.

TAXES

This section discusses certain U.S. federal income tax issues concerning this portfolio. This discussion does not purport to be complete or to deal with all aspects of federal income taxation that may be relevant to shareholders in light of their specific circumstances. This summary is based on the provisions of the Code, applicable U.S. Treasury regulations, administrative pronouncements of the IRS and judicial decisions in effect as of the date of this SAI. Those authorities may be changed, possibly retroactively, or may be subject to differing interpretations so as to result in U.S. federal income tax consequences different from those summarized herein. Prospective investors should consult their own tax advisers with regard to the federal tax consequences of the purchase, sale, or ownership of shares of this portfolio, in addition to the tax consequences arising under the laws of any state, foreign country or other taxing jurisdiction.

Each Fund has elected and intends to operate in a manner that will permit it to qualify to be treated each taxable year as a “regulated investment company” under Subchapter M of the Code. To so qualify, a Fund must, among other things, (a) derive at least 90% of its gross income from dividends, interest, payments with respect to securities loans, gains from the sale or other disposition of stock, securities or foreign currencies, or other income (including gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities or currencies and (b) satisfy certain diversification requirements.

As a regulated investment company, a Fund will not be subject to federal income tax on its net investment income and capital gain net income (net long-term capital gains in excess of net short-term capital losses) that it distributes to shareholders if at least 90% of its investment company taxable income for the taxable year is distributed. However, if for any taxable year a Fund does not satisfy the requirements of Subchapter M of the Code, all of its taxable income will be subject to tax at the corporate income tax rate without any deduction for distributions to shareholders and such distributions will be taxable to shareholders as dividend income to the extent of the Fund’s current or accumulated earnings or profits. In lieu of potential disqualification, a Fund is permitted to pay a tax for certain failures to satisfy the above requirements, which, in general, are limited to those due to reasonable cause and not willful neglect.

The Fund serves as the underlying investment for variable annuity contracts and variable life insurance policies (“Variable Contracts”) issued through separate accounts of life insurance companies that may or may not be affiliated. In

addition to the diversification requirements under Subchapter M of the Code, Variable Contracts are subject to more stringent diversification rules pursuant to Section 817 of the Code. Variable Contracts will lose their favorable tax treatment should the underlying investments fail to meet the diversification requirements of Section 817(h). Generally, Section 817(h) and applicable regulatory guidelines state that in order to maintain diversification requirements, a separate account, or segregated asset account, may not invest more than 55% of the value of its total assets in a single investment, no more than 70% in any two investments, no more than 80% in any three investments and not more than 90% in any four investments. For the purpose of these restrictions, multiple investments in a single issuer constitute a single investment. Each United States government agency or instrumentality, however, is treated as a separate issuer. A Fund is structured so that a segregated account investing in the Fund can satisfy these diversification requirements by taking into account a pro rata portion of each asset of the Fund, rather than treating the Fund as a single investment. If a Fund fails to qualify as a registered investment company, the Section 817 diversification requirements may not be satisfied, and the variable contracts may be adversely affected. Additionally, in order to maintain the tax deferral of a separate account, the contract holder may not be treated as having control of the underlying investments in the account.

With respect to foreign securities, foreign taxes may be imposed on these investments by the applicable foreign tax authority regardless of any tax deferred or other status granted by the Code.

The Adviser shall manage this portfolio with the intention of complying with these diversification requirements such that the variable contracts do not lose their favorable tax status. It is possible, however, that in order to comply with these tax requirements, less desirable investment decisions shall be made which may affect the investment performance of the portfolio.

Subsidiary. The VanEck VIP Global Gold Fund intends to invest a portion of its assets in the Subsidiary, which will be classified as a corporation for U.S. federal income tax purposes. For U.S. federal income tax purposes, the Subsidiary will be treated as a controlled foreign corporation (“CFC”) and the Fund will be treated as a “U.S. shareholder” of the Subsidiary. As a result, the VanEck VIP Global Gold Fund will be required to include in gross income for U.S. federal income tax purposes all of the Subsidiary’s “subpart F income,” whether or not such income is distributed to the Fund (deemed inclusions). Recently released Treasury Regulations permit the Fund to treat deemed inclusions as satisfying the Income Requirement even if the Subsidiary does not make a distribution of such income. It is expected that all of the Subsidiary’s income will be “subpart F income.” The VanEck VIP Global Gold Fund’s recognition of the Subsidiary’s “subpart F income” will increase the Fund’s tax basis in the Subsidiary. Distributions by the Subsidiary to the VanEck VIP Global Gold Fund will be tax-free, to the extent of its previously undistributed “subpart F income,” and will correspondingly reduce the Fund’s tax basis in the Subsidiary. “Subpart F income” is generally treated as ordinary income, regardless of the character of the Subsidiary’s underlying income. If a net loss is realized by the Subsidiary, such loss is not generally available to offset the income earned by the Subsidiary’s parent Fund.

The VanEck VIP Global Gold Fund has received a private letter ruling from the IRS that concludes that income from the Fund’s investment in a subsidiary that is structured substantially similarly to the Subsidiary will constitute qualifying income for purposes of Subchapter M of the Code. However, applicable regulations treat “Subpart F” income (which includes passive income such as income from commodity-linked derivatives) as qualifying income even if a foreign corporation, such as a Subsidiary does not make a distribution of such income. As such, the Fund will no longer need to rely upon the private letter ruling received.

A foreign corporation, such as the Subsidiary, will generally not be subject to U.S. federal income taxation unless it is deemed to be engaged in a U.S. trade or business. It is expected that the Subsidiary will conduct its activities in a manner so as to meet the requirements of a safe harbor under Section 864(b)(2) of the Code under which the Subsidiary may engage in trading in stocks or securities or certain commodities under certain circumstances without being deemed to be engaged in a U.S. trade or business. However, if certain of the Subsidiary’s activities were determined not to be of the type described in the safe harbor (which the VanEck VIP Global Gold Fund does not expect), then the activities of such Subsidiary may constitute a U.S. trade or business, or be taxed as such.

In general, foreign corporations, such as the Subsidiary, that do not conduct a U.S. trade or business are nonetheless subject to tax at a flat rate of 30 percent (or lower tax treaty rate), generally payable through withholding, on the gross amount of certain U.S.-source income that is not effectively connected with a U.S. trade or business. There is presently no tax treaty in force between the U.S. and the Cayman Islands, where the Subsidiary is a resident for U.S. federal income tax purposes, that would reduce this rate of withholding tax. It is not expected that the Subsidiary will derive income subject to such withholding tax.

Investments in Chinese Bonds

The VanEck VIP Emerging Markets Bond Fund may invest in RMB-denominated bonds issued in the PRC.

There are some uncertainties in the PRC tax rules governing taxation of income and gains from investments in the PRC due to the lack of formal guidance from the PRC’s tax authorities that could result in unexpected tax liabilities. On the basis that nonresidents enterprises (i) do not have places of business, establishments or permanent establishments in the PRC; and (ii) are not PRC tax resident enterprises, China generally may impose Withholding Income Tax (“WHT”) at a rate of 10% (which may be reduced by the double taxation agreement/arrangement) on interest derived by nonresidents, from issuers resident in the PRC. However, on November 7, 2018, the PRC Ministry of Finance (MOF) and PRC State Administration of Taxation (SAT) jointly issued Caishui 2018 108 (Circular 108) to clarify the temporary three-year tax exemption on bond interest derived by foreign institutional investors (FIIs). Pursuant to Circular 108, FIIs are temporarily exempt from withholding income tax and value added tax with respect to bond interest income derived in the domestic bond market (via CIBM and Hong Kong Bond Connect) from November 7, 2018 to November 6, 2021. On November 26, 2021, the PRC Ministry of Finance and PRC State Taxation Administration jointly issued Caishui [2021] No. 34 (“Circular 34”) to formally extend the tax exemption period provided in Circular 108 to December 31, 2025. Additionally, prior to November 7, 2018, interest received by nonresidents from PRC government bonds issued by the PRC Ministry of Finance (“MOF”) or local government bonds was exempt from WHT. The term “local government bonds” refers to bonds which are approved by the PRC State Council to be issued by governments of provinces, autonomous regions, municipalities directly under the PRC government or municipalities separately listed on the state plan.

Under the PRC Corporate Income Tax regime, PRC also imposes WHT at a rate of 10% (subject to treaty relief) on PRC-sourced capital gains derived by nonresident enterprises, provided that the nonresident enterprises (i) do not have places of business, establishments or permanent establishments in the PRC; and (ii) are not PRC tax resident enterprises. The VanEck VIP Emerging Markets Bond Fund currently considers capital gains derived from bonds issued by PRC entities to be non PRC-sourced income, and thus nonresident enterprises should not be subject to WHT on such gains.

Gains derived by nonresidents from the trading of bonds issued by PRC entities should be exempt from value-added tax.

PRC rules for taxation of nonresidents trading bonds via Bond Connect are evolving, and the PRC tax regulations to be issued by the PRC State Administration of Taxation and/or PRC MOF to clarify the subject matter may apply retrospectively, even if such rules are adverse to the nonresident investors. If the PRC tax authorities were to issue differing formal guidance or tax rules regarding the taxation of interest and capital gains derived by nonresident investors from PRC bonds, and / or begin collecting WHT on gains from such investments, the VanEck VIP Emerging Markets Bond Fund could be subject to additional tax liabilities.

DESCRIPTION OF THE TRUST

The Trust is an open-end management investment company organized as a “business trust” under the laws of the Commonwealth of Massachusetts on January 7, 1987. The Trust commenced operations on September 7, 1989. On April 12, 1995, Van Eck Investment Trust changed its name to Van Eck Worldwide Insurance Trust. On May 1, 2010, Van Eck Worldwide Insurance Trust changed its name to Van Eck VIP Trust. On May 1, 2016, Van Eck VIP Trust changed its name to VanEck VIP Trust.

The Board has authority to issue an unlimited number of shares of beneficial interest of each Fund, $.001 par value. The Trust currently consists of four separate series: VanEck VIP Emerging Markets Bond Fund, VanEck VIP Emerging Markets Fund, VanEck VIP Global Gold Fund, and VanEck VIP Global Resources Fund.

VanEck VIP Emerging Markets Bond Fund and VanEck VIP Global Gold Fund are classified as non-diversified funds under the 1940 Act. VanEck VIP Emerging Markets Fund and VanEck VIP Global Resources Fund are classified as diversified funds under the 1940 Act. A diversified fund is a fund which meets the following requirements: At least 75% of the value of its total assets is represented by cash and cash items (including receivables), Government securities, securities of other investment companies and other securities for the purpose of this calculation limited in respect of any one issuer to an amount not greater than 5% of the value of the Fund’s total assets, and to not more than 10% of the outstanding voting securities of such issuer. A non-diversified fund is any fund other than a diversified fund. This means that the fund at the close of each quarter of its taxable year must, in general, limit its investment in the securities of a single issuer to (i) no more than 25% of its assets, (ii) with respect to 50% of the fund’s assets, no more than 5% of its assets, and (iii) will not own more than 10% of outstanding voting securities. Each Fund is a separate pool of assets of the Trust which is separately managed and which may have a different investment objective from that of another Fund. The Board has the authority, without the necessity of a shareholder vote, to create any number of new series.

Each share of a Fund has equal dividend, redemption and liquidation rights and when issued is fully paid and non-assessable by the Trust. Under the Trust’s Master Trust Agreement, as amended (the “Master Trust Agreement”), no annual or regular meeting of shareholders is required. Thus, there will ordinarily be no shareholder meetings unless required by the 1940 Act. The Trust held an initial meeting of shareholders on April 1, 1991, at which shareholders elected the Board, approved each Advisory Agreement and ratified the selection of the Trust’s independent registered public accounting firm. On April 9, 1997, shareholders of Gold and Natural Resources Fund approved changes in the Fund’s investment objective, policies and restrictions, which together with changes approved by the Board, resulted in the VanEck VIP Global Resources Fund as described in the Prospectus. The Board is a self-perpetuating body unless and until fewer than 50% of the Trustees, then serving as Trustees, are Trustees who were elected by shareholders. At that time another meeting of shareholders will be called to elect additional trustees. On any matter submitted to the shareholders, the holder of each Trust share is entitled to one vote per share (with proportionate voting for fractional shares). Under the Master Trust Agreement, any Trustee may be removed by vote of two-thirds of the outstanding Trust shares, and holders of ten percent or more of the outstanding shares of the Trust can require the Board to call a meeting of shareholders for purposes of voting on the removal of one or more trustees. Shareholders of all Funds are entitled to vote matters affecting all of the Funds (such as the election of Trustees and ratification of the selection of the Trust’s independent registered public accounting firm). On matters affecting an individual Fund, a separate vote of that Fund is required. Shareholders of a Fund are not entitled to vote on any matter not affecting that Fund. In accordance with the 1940 Act, under certain circumstances, the Trust will assist shareholders in communicating with other shareholders in connection with calling a special meeting of shareholders. The insurance company separate accounts, as the sole shareholders of the Funds, have the right to vote Fund shares at any meeting of shareholders. However, the Contracts may provide that the separate accounts will vote Fund shares in accordance with instructions received from Contract holders.

Under Massachusetts law, the shareholders of the Trust could, under certain circumstances, be held personally liability for the obligations of the Trust. However, the Master Trust Agreement disclaims shareholder liability for acts or obligations of the Trust and requires that notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by the Trust or the Trustees. The Master Trust Agreement provides for indemnification out of the Trust’s property of all losses and expenses of any shareholder held personally liable for the obligations of the Trust. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which the Trust itself would be unable to meet its obligations. The Adviser believes that, in view of the above, the risk of personal liability to shareholders is remote.

ADDITIONAL INFORMATION

Custodian. State Street Bank and Trust Company, One Lincoln Street, Boston, MA 02111, is the custodian of the Trust’s portfolio securities, cash, coins and bullion. The Custodian is authorized, upon the approval of the Trust, to establish credits or debits in dollars or foreign currencies with, and to cause portfolio securities of a Fund to be held by its overseas branches or subsidiaries, and foreign banks and foreign securities depositories which qualify as eligible foreign custodians under the rules adopted by the SEC.

Transfer Agent. SS&C GIDS, Inc., 801 Pennsylvania Avenue, Suite 218407, Kansas City, MO 64105-1307, serves as transfer agent for the Trust.

Independent Registered Public Accounting Firm. PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017, serves as independent registered public accounting firm for the Trust.

Counsel. Stradley Ronon Stevens and Young LLP, 2005 Market Street, Suite 2600, Philadelphia, PA 19103, serves as counsel to the Trust.

FINANCIAL STATEMENTS

The audited financial statements of the Funds for the fiscal year ended December 31, 202 4 are incorporated by reference from the Funds’ filings on Form N-CSR, which are available at no charge by visiting the VanEck website at vaneck.com, or upon written or telephone request to the Trust at the address or telephone number set forth on the first page of this SAI.

APPENDIX A

ADVISER’S PROXY VOTING POLICIES

VANECK PROXY VOTING POLICIES

VanEck (the “Adviser” or “VanEck”) has adopted the following policies and procedures which are reasonably designed to ensure that proxies are voted in a manner that is consistent with the best interests of its clients in accordance with its fiduciary duties and Rule 206(4)-6 under the Investment Advisers Act of 1940. When an adviser has been granted proxy voting authority by a client, the adviser owes its clients the duties of care and loyalty in performing this service on their behalf. The duty of care requires the adviser to monitor corporate actions and vote client proxies. The duty of loyalty requires the adviser to cast the proxy votes in a manner that is consistent with the best interests of the client.

Rule 206(4)-6 also requires the Adviser to disclose information about the proxy voting procedures to its clients and to inform clients how to obtain information about how their proxies were voted. Additionally, Rule 204-2 under the Advisers Act requires the Adviser to maintain certain proxy voting records.

An adviser that exercises voting authority without complying with Rule 206(4)-6 will be deemed to have engaged in a “fraudulent, deceptive, or manipulative” act, practice or course of business within the meaning of Section 206(4) of the Advisers Act.

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 in-depth research, global issuer analysis, and voting recommendations as well as vote execution, reporting and recordkeeping.

Resolving Material Conflicts of Interest

When a material conflict of interest exists, proxies will be voted in the following manner:

1. Strict adherence to the Glass Lewis guidelines , or

2.The potential conflict will be disclosed to the client:

a.with a request that the client vote the proxy,

b.with a recommendation that the client engage another party to determine how the proxy should be voted or

c.if the foregoing are not acceptable to the client, disclosure of how VanEck intends to vote and a written consent to that vote by the client.

Any deviations from the foregoing voting mechanisms must be approved by the Chief Compliance Officer with a written explanation of the reason for the deviation.

A material conflict of interest means the existence of a business relationship between a portfolio company or an affiliate and the Adviser, any affiliate or subsidiary, or an “affiliated person” of a VanEck mutual fund. Examples of when a material conflict of interest exists include a situation where the adviser provides significant investment advisory, brokerage or other services to a company whose management is soliciting proxies; an officer of the Adviser serves on the board of a charitable organization that receives charitable contributions from the portfolio company and the charitable organization is a client of the Adviser; a portfolio company that is a significant selling agent of the Adviser’s products and services solicits proxies; a broker-dealer or insurance company that controls 5% or more of the Adviser’s assets solicits proxies; the Adviser serves as an investment adviser to the pension or other investment account of the portfolio company; the Adviser and the portfolio company have a lending relationship. In each of these situations voting against management may cause the Adviser a loss of revenue or other benefit.

Client Inquiries

All inquiries by clients as to how the Adviser has voted proxies must immediately be forwarded to Portfolio Administration.

Disclosure to Clients:

1.Notification of Availability of Information

a.Client Brochure - The Client Brochure or Part II of Form ADV will inform clients that they can obtain information from the Adviser on how their proxies were voted. The Client Brochure or Part II of Form ADV will be mailed to each client annually. The Legal Department will be responsible for coordinating the mailing with Sales/Marketing Departments.

A-1

2.Availability of Proxy Voting Information

At the client’s request or if the information is not available on the Adviser’s website, a hard copy of the account’s proxy votes will be mailed to each client.

Recordkeeping Requirements

1. VanEck will retain the following documentation and information for each matter relating to a portfolio security with respect to which a client was entitled to vote:

a.proxy statements received;

b.identifying number for the portfolio security;

c.shareholder meeting date;

d.brief identification of the matter voted on;

e.whether the vote was cast on the matter;

f.how the vote was cast (e.g., for or against proposal, or abstain; for or withhold regarding election of directors);

g.records of written client requests for information on how the Adviser voted proxies on behalf of the client;

h.a copy of written responses from the Adviser to any written or oral client request for information on how the Adviser voted proxies on behalf of the client; and any documents prepared by the Adviser that were material to the decision on how to vote or that memorialized the basis for the decision, if such documents were prepared.

2.Copies of proxy statements filed on EDGAR, and proxy statements and records of proxy votes maintained with a third party (i.e., proxy voting service) need not be maintained. The third party must agree in writing to provide a copy of the documents promptly upon request.

3.If applicable, any document memorializing that the costs of voting a proxy exceed the benefit to the client or any other decision to refrain from voting, and that such abstention was in the client’s best interest.

4.Proxy voting records will be maintained in an easily accessible place for five years, the first two at the office of the Adviser. Proxy statements on file with EDGAR or maintained by a third party and proxy votes maintained by a third party are not subject to these particular retention requirements.

Voting Foreign Proxies

At times the Adviser may determine that, in the best interests of its clients, a particular proxy should not be voted. This may occur, for example, when the cost of voting a foreign proxy (translation, transportation, etc.) would exceed the benefit of voting the proxy or voting the foreign proxy may cause an unacceptable limitation on the sale of the security. Any such instances will be documented by the Portfolio Manager and reviewed by the Chief Compliance Officer.

Securities Lending

Certain portfolios managed by the Adviser participate in securities lending programs to generate additional revenue. Proxy voting rights generally pass to the borrower when a security is on loan. The Adviser will use its best efforts to recall a security on loan and vote such securities if the Portfolio Manager determines that the proxy involves a material event.

Proxy Voting Policy

The Adviser has reviewed the Glass Lewis Proxy Guidelines (“Guidelines”) and has determined that the Guidelines are consistent with the Adviser’s proxy voting responsibilities and its fiduciary duty with respect to its clients. The Adviser will review any material amendments to the Guidelines.

While it is the Adviser’s policy to generally follow the Guidelines, the Adviser retains the right, on any specific proxy, to vote differently from the 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.

The portfolio manager or analyst covering the security is responsible for making proxy voting decisions. Portfolio Administration, in conjunction with the portfolio manager and the custodian, is responsible for monitoring corporate actions and ensuring that corporate actions are timely voted.

A-2

United States


	GLASS LEWIS

2025 Benchmark Policy Guidelines

www.glasslewis.com


2024 Benchmark Policy Guidelines — United States	2

Table of Contents

About Glass Lewis6

Guidelines Introduction7

Summary of Changes for 20257

Clarifying Amendments8

A Board of Directors that Serves Shareholder Interest9

Election of Directors9

Independence9

Committee Independence12

Independent Chair12

Performance14

Board Responsiveness15

Board Responsiveness to Shareholder Proposals16

The Role of a Committee Chair16

Audit Committees and Performance17

Standards for Assessing the Audit Committee17

Material Weaknesses20

Compensation Committee Performance21

Nominating and Governance Committee Performance23

Board-Level Risk Management Oversight26

Board Oversight of Environmental and Social Issues27

Board Oversight of Technology28

Board Accountability for Environmental and Social Performance30

Director Commitments31

Other Considerations32

Controlled Companies33

Significant Shareholders34

Governance Following an IPO, Spin-Off, or Direct Listing34

Governance Following a Business Combination with a Special Purpose Acquisition Company36

Dual-Listed or Foreign-Incorporated Companies36

OTC-listed Companies37


2024 Benchmark Policy Guidelines — United States	3

Mutual Fund Boards37

Declassified Boards38

Board Composition and Refreshment39

Board Diversity40

Board Gender Diversity40

Board Underrepresented Community Diversity41

State Laws on Diversity41

Disclosure of Director Diversity and Skills42

Stock Exchange Diversity Disclosure Requirements43

Proxy Access42

Majority Vote for Election of Directors43

The Plurality Vote Standard43

Advantages of a Majority Vote Standard43

Conflicting and Excluded Proposals44

Transparency and Integrity in Financial Reporting45

Auditor Ratification46

Voting Recommendations on Auditor Ratification47

Pension Accounting Issues48

The Link Between Compensation and Performance49

Advisory Vote on Executive Compensation (Say-on-Pay)49

Say-on-Pay Voting Recommendations50

Company Responsiveness52

Pay for Performance52

Short-Term Incentives53

Long-Term Incentives55

Grants of Front-Loaded Awards56

Linking Executive Pay to Environmental and Social Criteria57

One-Time Awards58

Contractual Payments and Arrangements58

Sign-on Awards and Severance Benefits58

Change in Control59

Excise Tax Gross-ups59


2024 Benchmark Policy Guidelines — United States	4

Amended Employment Agreements60

Recoupment Provisions (Clawbacks)60

Hedging of Stock60

Pledging of Stock61

Executive Ownership Guidelines61

Compensation Consultant Independence62

CEO Pay Ratio62

Frequency of Say-on-Pay62

Vote on Golden Parachute Arrangements63

Equity-Based Compensation Proposals63

Option Exchanges and Repricing65

Option Backdating, Spring-Loading and Bullet-Dodging65

Director Compensation Plans67

Employee Stock Purchase Plans67

Executive Compensation Tax Deductibility — Amendment to IRC 162(M)67

Governance Structure and the Shareholder Franchise69

Anti-Takeover Measures69

Poison Pills (Shareholder Rights Plans)69

NOL Poison Pills69

Fair Price Provisions71

Control Share Statutes71

Quorum Requirements72

Director and Officer Indemnification72

Officer Exculpation72

Reincorporation73

Exclusive Forum and Fee-Shifting Bylaw Provisions74

Authorized Shares75

Advance Notice Requirements76

Virtual Shareholder Meetings76

Voting Structure77

Multi-Class Share Structures77


2024 Benchmark Policy Guidelines — United States	5

Cumulative Voting78

Supermajority Vote Requirements79

Transaction of Other Business79

Anti-Greenmail Proposals79

Mutual Funds: Investment Policies and Advisory Agreements79

Real Estate Investment Trusts80

Preferred Stock Issuances at REITs80

Business Development Companies80

Authorization to Sell Shares at a Price Below Net Asset Value81

Auditor Ratification and Below-NAV Issuances81

Special Purpose Acquisition Companies82

Extension of Business Combination Deadline82

SPAC Board Independence82

Director Commitments of SPAC Executives82

Shareholder Proposals83

Overall Approach to Environmental, Social & Governance Issues84

Connect with Glass Lewis86


2024 Benchmark Policy Guidelines — United States	6

About Glass Lewis

Glass Lewis is the world’s choice for governance solutions. We enable institutional investors and publicly

listed companies to make informed decisions based on research and data. We cover 30,000+ meetings each

year, across approximately 100 global markets. Our team has been providing in-depth analysis of companies

since 2003, relying solely on publicly available information to inform its policies, research, and voting

recommendations.

Our customers include the majority of the world’s largest pension plans, mutual funds, and asset

managers, collectively managing over $40 trillion in assets. We have teams located across the United States,

Europe, and Asia-Pacific giving us global reach with a local perspective on the important governance issues.

Investors around the world depend on Glass Lewis’ Viewpoint platform to manage their proxy voting, policy

implementation, recordkeeping, and reporting. Our industry leading Proxy Paper product provides

comprehensive environmental, social, and governance research and voting recommendations weeks ahead of

voting deadlines. Public companies can also use our innovative Report Feedback Statement to deliver their

opinion on our proxy research directly to the voting decision makers at every investor client in time for voting

decisions to be made or changed.

The research team engages extensively with public companies, investors, regulators, and other industry

stakeholders to gain relevant context into the realities surrounding companies, sectors, and the market in

general. This enables us to provide the most comprehensive and pragmatic insights to our customers.

Join the Conversation

Glass Lewis is committed to ongoing engagement with all market participants.

info@glasslewis.com|www.glasslewis.com


2024 Benchmark Policy Guidelines — United States	7

Guidelines Introduction

Summary of Changes for 2025

Glass Lewis evaluates these guidelines on an ongoing basis and formally updates them on an annual basis. This

year we’ve made noteworthy revisions in the following areas, which are summarized below but discussed in

greater detail in the relevant section of this document:

Update: 17 December 2024. We have removed our discussion on page 42 of stock exchange diversity disclosure

requirements.

Board Oversight of AI

We have included a new discussion on our approach to artificial intelligence (AI)-related risk oversight. In recent

years, companies have rapidly begun to develop and adopt uses for artificial intelligence (AI) technologies

throughout various aspects of their operations. Deployed and overseen effectively, AI technologies have the

potential to make companies’ operations and systems more efficient and productive. However, as the use of

these technologies has grown, so have the potential risks associated with companies’ development and use of

AI. Given these potential risks, the benchmark policy takes the view that boards should be cognizant of, and take

steps to mitigate exposure to, any material risks that could arise from their use or development of AI.

In the absence of material incidents related to a company’s use or management of AI-related issues, our

benchmark policy will generally not make voting recommendations on the basis of a company’s oversight of, or

disclosure concerning, AI-related issues. However, in instances where there is evidence that insufficient

oversight and/or management of AI technologies has resulted in material harm to shareholders, Glass Lewis will

review a company’s overall governance practices and identify which directors or board-level committees have

been charged with oversight of AI-related risks. We will also closely evaluate the board’s response to, and

management of, this issue as well as any associated disclosures and the benchmark policy may recommend

against appropriate directors should we find the board’s oversight, response or disclosure concerning AI-related

issues to be insufficient.

Change-In-Control Provisions

We have updated our discussion of change-in-control provisions in the section “The Link Between Compensation

and Performance” to define our benchmark policy view that companies that allow for committee discretion over

the treatment of unvested awards should commit to providing clear rationale for how such awards are treated

in the event a change in control occurs.


2024 Benchmark Policy Guidelines — United States	8

Clarifying Amendments

The following clarifications of our existing policies are included this year:

Board Responsiveness to Shareholder Proposals

We have revised our discussion of board responsiveness to shareholder proposal to reflect that when

shareholder proposals receive significant shareholder support (generally more than 30% but less than majority

of votes cast), the benchmark policy generally takes the view that boards should engage with shareholders on

the issue and provide disclosure addressing shareholder concerns and outreach initiatives.

Reincorporation

We have revised our discussion on reincorporations to reflect that we review all proposals to reincorporate to a

different state or country on a case-by-case basis. Our review includes the changes in corporate governance

provisions, especially those relating to shareholder rights, material differences in corporate statutes and legal

precedents, and relevant financial benefits, among other factors, resulting from the change in domicile.

Approach to Executive Pay Program

We have provided some clarifying statements to the discussion of in the section titled “The Link Between

Compensation and Performance” to emphasize Glass Lewis’ holistic approach to analyzing executive

compensation programs. There are few program features that, on their own, lead to an unfavorable

recommendation from Glass Lewis for a say-on-pay proposal. Our analysis reviews pay programs on a case-by-

case basis. We do not utilize a pre-determined scorecard approach when considering individual features such as

the allocation of the long-term incentive between performance-based awards and time-based awards.

Unfavorable factors in a pay program are reviewed in the context of rationale, overall structure, overall

disclosure quality, the program’s ability to align executive pay with performance and the shareholder experience

and the trajectory of the pay program resulting from changes introduced by the compensation committee.


2024 Benchmark Policy Guidelines — United States	9

A Board of Directors that Serves Shareholder

Interest

Election of Directors

The purpose of Glass Lewis’ proxy research and advice is to facilitate shareholder voting in favor of governance

structures that will drive performance, create shareholder value and maintain a proper tone at the top. Glass

Lewis looks for talented boards with a record of protecting shareholders and delivering value over the medium-

and long-term. We believe that a board can best protect and enhance the interests of shareholders if it is

sufficiently independent, has a record of positive performance, and consists of individuals with diverse

backgrounds and a breadth and depth of relevant experience.

Independence

The independence of directors, or lack thereof, is ultimately demonstrated through the decisions they make. In

assessing the independence of directors, we will take into consideration, when appropriate, whether a director

has a track record indicative of making objective decisions. Likewise, when assessing the independence of

directors we will also examine when a director’s track record on multiple boards indicates a lack of objective

decision-making. Ultimately, we believe the determination of whether a director is independent or not must

take into consideration both compliance with the applicable independence listing requirements as well as

judgments made by the director.

We look at each director nominee to examine the director’s relationships with the company, the company’s

executives, and other directors. We do this to evaluate whether personal, familial, or financial relationships (not

including director compensation) may impact the director’s decisions. We believe that such relationships make it

difficult for a director to put shareholders’ interests above the director’s or the related party’s interests. We also

believe that a director who owns more than 20% of a company can exert disproportionate influence on the

board, and therefore believe such a director’s independence may be hampered, in particular when serving on

the audit committee.

Thus, we put directors into three categories based on an examination of the type of relationship they have with

the company:

Independent Director — An independent director has no material financial, familial or other current

relationships with the company, its executives, or other board members, except for board service and

standard fees paid for that service. Relationships that existed within three to five years1 before the

1 NASDAQ originally proposed a five-year look-back period but both it and the NYSE ultimately settled on a three-year look-

back prior to finalizing their rules. A five-year standard for former employment relationships is more appropriate, in our

view, because we believe that the unwinding of conflicting relationships between former management and board members

is more likely to be complete and final after five years. However, Glass Lewis does not apply the five-year look-back period

to directors who have previously served as executives of the company on an interim basis for less than one year.


2024 Benchmark Policy Guidelines — United States	10

inquiry are usually considered “current” for purposes of this test. For material financial relationships

with the company, we apply a three-year look back, and for former employment relationships with the

company, we apply a five-year look back.

Affiliated Director — An affiliated director has, (or within the past three years, had) a material financial,

familial or other relationship with the company or its executives, but is not an employee of the

company.2 This includes directors whose employers have a material financial relationship with the

company.3 In addition, we view a director who either owns or controls 20% or more of the company’s

voting stock, or is an employee or affiliate of an entity that controls such amount, as an affiliate.4

We view 20% shareholders as affiliates because they typically have access to and involvement with the

management of a company that is fundamentally different from that of ordinary shareholders. More

importantly, 20% holders may have interests that diverge from those of ordinary holders, for reasons such as

the liquidity (or lack thereof) of their holdings, personal tax issues, etc.

Glass Lewis applies a three-year look back period to all directors who have an affiliation with the company other

than former employment, for which we apply a five-year look back.

Definition of “Material”: A material relationship is one in which the dollar value exceeds:

•$50,000 (or where no amount is disclosed) for directors who are paid for a service they have agreed

to perform for the company, outside of their service as a director, including professional or other

services. This threshold also applies to directors who are the majority or principal owner of a firm that

receives such payments; or

•$120,000 (or where no amount is disclosed) for those directors employed by a professional services firm

such as a law firm, investment bank, or consulting firm and the company pays the firm, not the

individual, for services.5 This dollar limit would also apply to charitable contributions to schools where a

2 If a company does not consider a non-employee director to be independent, Glass Lewis will classify that director as an

affiliate.

3 We allow a five-year grace period for former executives of the company or merged companies who have consulting

agreements with the surviving company. (We do not automatically recommend voting against directors in such cases for

the first five years.) If the consulting agreement persists after

this five-year grace period, we apply the materiality thresholds outlined in the definition of “material.”

4 This includes a director who serves on a board as a representative (as part of his or her basic responsibilities) of an

investment firm with greater than 20% ownership. However, while we will generally consider him/her to be affiliated, we

will not recommend voting against unless (i) the investment firm has disproportionate board representation or (ii) the

director serves on the audit committee.

5 We may deem such a transaction to be immaterial where the amount represents less than 1% of the firm’s annual

revenues and the board provides a compelling rationale as to why the director’s independence is not affected by the

relationship.


2024 Benchmark Policy Guidelines — United States	11

board member is a professor; or charities where a director serves on the board or is an executive;6 and

any aircraft and real estate dealings between the company and the director’s firm; or

•1% of either company’s consolidated gross revenue for other business relationships (e.g., where the

director is an executive officer of a company that provides services or products to or receives services or

products from the company).7

Definition of “Familial” — Familial relationships include a person’s spouse, parents, children, siblings,

grandparents, uncles, aunts, cousins, nieces, nephews, in-laws, and anyone (other than domestic employees)

who shares such person’s home. A director is an affiliate if: i) he or she has a family member who is employed by

the company and receives more than $120,0008 in annual compensation; or, ii) he or she has a family member

who is employed by the company and the company does not disclose this individual’s compensation.

Definition of “Company” — A company includes any parent or subsidiary in a group with the company or any

entity that merged with, was acquired by, or acquired the company.

Inside Director — An inside director simultaneously serves as a director and as an employee of the

company. This category may include a board chair who acts as an employee of the company or is paid as

an employee of the company. In our view, an inside director who derives a greater amount of income as

a result of affiliated transactions with the company rather than through compensation paid by the

company (i.e., salary, bonus, etc. as a company employee) faces a conflict between making decisions

that are in the best interests of the company versus those in the director’s own best interests.

Therefore, we will recommend voting against such a director.

Additionally, we believe a director who is currently serving in an interim management position should be

considered an insider, while a director who previously served in an interim management position for less than

one year and is no longer serving in such capacity is considered independent. Moreover, a director who

previously served in an interim management position for over one year and is no longer serving in such capacity

is considered an affiliate for five years following the date of the director’s resignation or departure from the

interim management position.

Voting Recommendations on the Basis of Board Independence

Glass Lewis believes a board will be most effective in protecting shareholders’ interests if it is at least two-thirds

independent. We note that each of the Business Roundtable, the Conference Board, and the Council of

Institutional Investors advocates that two-thirds of the board be independent. Where more than one-third of

6 We will generally take into consideration the size and nature of such charitable entities in relation to the company’s size and

industry along with any other relevant factors such as the director’s role at the charity. However, unlike for other types of

related party transactions, Glass Lewis generally does not apply a look-back period to affiliated relationships involving

charitable contributions; if the relationship between the director and the school or charity ceases, or if the company

discontinues its donations to the entity, we will consider the director to be independent.

7 This includes cases where a director is employed by, or closely affiliated with, a private equity firm that profits from an

acquisition made by the company. Unless disclosure suggests otherwise, we presume the director is affiliated.

8 Pursuant to SEC rule Item 404 of Regulation S-K under the Securities Exchange Act, compensation exceeding $120,000 is

the minimum threshold deemed material for disclosure of transactions involving family members of directors.


2024 Benchmark Policy Guidelines — United States	12

the members are affiliated or inside directors, we typically8 recommend voting against some of the inside and/or

affiliated directors in order to satisfy the two-thirds threshold.

In the case of a less than two-thirds independent board, Glass Lewis strongly supports the existence of a

presiding or lead director with authority to set the meeting agendas and to lead sessions outside the insider

chair’s presence.

In addition, we scrutinize avowedly “independent” chairs and lead directors. We believe that they should be

unquestionably independent, or the company should not tout them as such.

Committee Independence

We believe that only independent directors should serve on a company’s audit, compensation, nominating, and

governance committees.9 We typically recommend that shareholders vote against any affiliated or inside

director seeking appointment to an audit, compensation, nominating, or governance committee, or who has

served in that capacity in the past year.

Pursuant to Section 952 of the Dodd-Frank Act, as of January 11, 2013, the U.S. Securities and Exchange

Commission (SEC) approved new listing requirements for both the NYSE and NASDAQ which require that boards

apply enhanced standards of independence when making an affirmative determination of the independence of

compensation committee members. Specifically, when making this determination, in addition to the factors

considered when assessing general director independence, the board’s considerations must include: (i) the

source of compensation of the director, including any consulting, advisory or other compensatory fee paid by

the listed company to the director (the “Fees Factor”); and (ii) whether the director is affiliated with the listing

company, its subsidiaries, or affiliates of its subsidiaries (the “Affiliation Factor”).

Glass Lewis believes it is important for boards to consider these enhanced independence factors when assessing

compensation committee members. However, as discussed above in the section titled Independence, we apply

our own standards when assessing the independence of directors, and these standards also take into account

consulting and advisory fees paid to the director, as well as the director’s affiliations with the company and its

subsidiaries and affiliates. We may recommend voting against compensation committee members who are not

independent based on our standards.

Independent Chair

Glass Lewis believes that separating the roles of CEO (or, more rarely, another executive position) and chair

creates a better governance structure than a combined CEO/chair position. An executive manages the business

8 With a staggered board, if the affiliates or insiders that we believe should not be on the board are not up for election, we will

express our concern regarding those directors, but we will not recommend voting against the other affiliates or insiders who are

up for election just to achieve two-thirds independence. However, we will consider recommending voting against the directors

subject to our concern at their next election if the issue giving rise to the concern is not resolved.

9 We will recommend voting against an audit committee member who owns 20% or more of the company’s stock, and we

believe that there should be a maximum of one director (or no directors if the committee is composed of less than three

directors) who owns 20% or more of the company’s stock on the compensation, nominating, and governance committees.


2024 Benchmark Policy Guidelines — United States	13

according to a course the board charts. Executives should report to the board regarding their performance in

achieving goals set by the board. This is needlessly complicated when a CEO chairs the board, since a CEO/chair

presumably will have a significant influence over the board.

While many companies have an independent lead or presiding director who performs many of the same

functions of an independent chair (e.g., setting the board meeting agenda), we do not believe this alternate

form of independent board leadership provides as robust protection for shareholders as an independent chair.

It can become difficult for a board to fulfill its role of overseer and policy setter when a CEO/chair controls the

agenda and the boardroom discussion. Such control can allow a CEO to have an entrenched position, leading to

longer-than-optimal terms, fewer checks on management, less scrutiny of the business operation, and

limitations on independent, shareholder-focused goal-setting by the board.

A CEO should set the strategic course for the company, with the board’s approval, and the board should enable

the CEO to carry out the CEO’s vision for accomplishing the board’s objectives. Failure to achieve the board’s

objectives should lead the board to replace that CEO with someone in whom the board has confidence.

Likewise, an independent chair can better oversee executives and set a pro-shareholder agenda without the

management conflicts that a CEO and other executive insiders often face. Such oversight and concern for

shareholders allows for a more proactive and effective board of directors that is better able to look out for the

interests of shareholders.

Further, it is the board’s responsibility to select a chief executive who can best serve a company and its

shareholders and to replace this person when his or her duties have not been appropriately fulfilled. Such a

replacement becomes more difficult and happens less frequently when the chief executive is also in the position

of overseeing the board.

Glass Lewis believes that the installation of an independent chair is almost always a positive step from a

corporate governance perspective and promotes the best interests of shareholders. Further, the presence of an

independent chair fosters the creation of a thoughtful and dynamic board, not dominated by the views of senior

management. Encouragingly, many companies appear to be moving in this direction — one study indicates that

only 10 percent of incoming CEOs in 2014 were awarded the chair title, versus 48 percent in 2002.10 Another

study finds that 53 percent of S&P 500 boards now separate the CEO and chair roles, up from 37 percent in

2009, although the same study found that only 34 percent of S&P 500 boards have truly independent chairs.11

We do not recommend that shareholders vote against CEOs who chair the board. However, we typically

recommend that our clients support separating the roles of chair and CEO whenever that question is posed in a

proxy (typically in the form of a shareholder proposal), as we believe that it is in the long-term best interests of

the company and its shareholders.

Further, where the company has neither an independent chair nor independent lead director, we will

recommend voting against the chair of the governance committee.

10 Ken Favaro, Per-Ola Karlsson and Gary L. Nelson. “The $112 Billion CEO Succession Problem.” (Strategy+Business, Issue 79,

Summer 2015).

11 Spencer Stuart Board Index, 2019, p. 6.


2024 Benchmark Policy Guidelines — United States	14

Performance

The most crucial test of a board’s commitment to the company and its shareholders lies in the actions of the

board and its members. We look at the performance of these individuals as directors and executives of the

company and of other companies where they have served.

We find that a director’s past conduct is often indicative of future conduct and performance. We often find

directors with a history of overpaying executives or of serving on boards where avoidable disasters have

occurred serving on the boards of companies with similar problems. Glass Lewis has a proprietary database of

directors serving at over 8,000 of the most widely held U.S. companies. We use this database to track the

performance of directors across companies.

Voting Recommendations on the Basis of Performance

We typically recommend that shareholders vote against directors who have served on boards or as executives of

companies with records of poor performance, inadequate risk oversight, excessive compensation, audit- or

accounting-related issues, and/or other indicators of mismanagement or actions against the interests of

shareholders. We will reevaluate such directors based on, among other factors, the length of time passed since

the incident giving rise to the concern, shareholder support for the director, the severity of the issue, the

director’s role (e.g., committee membership), director tenure at the subject company, whether ethical lapses

accompanied the oversight lapse, and evidence of strong oversight at other companies.

Likewise, we examine the backgrounds of those who serve on key board committees to ensure that they have

the required skills and diverse backgrounds to make informed judgments about the subject matter for which the

committee is responsible.

We believe shareholders should avoid electing directors who have a record of not fulfilling their responsibilities

to shareholders at any company where they have held a board or executive position. We typically recommend

voting against:

•A director who fails to attend a minimum of 75% of board and applicable committee meetings,

calculated in the aggregate.12

•A director who belatedly filed a significant form(s) 4 or 5, or who has a pattern of late filings if the late

filing was the director’s fault (we look at these late filing situations on a case-by-case basis).

•A director who is also the CEO of a company where a serious and material restatement has occurred

after the CEO had previously certified the pre-restatement financial statements.

•A director who has received two against recommendations from Glass Lewis for identical reasons within

the prior year at different companies (the same situation must also apply at the company being

analyzed).

Furthermore, with consideration given to the company’s overall corporate governance, pay-for-performance

alignment and board responsiveness to shareholders, we may recommend voting against directors who served

12 However, where a director has served for less than one full year, we will typically not recommend voting against for failure to

attend 75% of meetings. Rather, we will note the poor attendance with a recommendation to track this issue going forward. We

will also refrain from recommending to vote against directors when the proxy discloses that the director missed the meetings

due to serious illness or other extenuating circumstances.


2024 Benchmark Policy Guidelines — United States	15

throughout a period in which the company performed significantly worse than peers and the directors have not

taken reasonable steps to address the poor performance.

Board Responsiveness

Glass Lewis believes that boards should be responsive to shareholders when a significant percentage of

shareholders vote contrary to the recommendation of management, depending on the issue.

When 20% of more of shareholders vote contrary to management (which occurs when more than 20% of votes

on the proposal are cast as AGAINST and/or ABSTAIN), we believe that boards should engage with shareholders

on the issue and demonstrate some initial level of responsiveness. These include instances when 20% or more of

shareholders:

(i)withhold votes from (or vote against) a director nominee; or

(ii)vote against a management-sponsored proposal.

In our view, a 20% threshold is significant enough to warrant a close examination of the underlying issues and an

evaluation of whether the board responded appropriately following the vote, particularly in the case of a

compensation or director election proposal. While the 20% threshold alone will not automatically generate a

negative vote recommendation from Glass Lewis on a future proposal (e.g., to recommend against a director

nominee, against a say-on-pay proposal, etc.), it may be a contributing factor to our recommendation to vote

against management’s recommendation in the event we determine that the board did not respond

appropriately.

When a majority of shareholders vote contrary to management, we believe that boards should engage with

shareholders on the issue and provide a more robust response to fully address shareholder concerns. These

include instances when a majority or more of shareholders:

(i)withhold votes from (or vote against) a director nominee;

(ii)vote against a management-sponsored proposal;

At controlled companies and companies that have multi-class share structures with unequal voting rights, we

will carefully examine the level of approval or disapproval attributed to unaffiliated shareholders when

determining whether board responsiveness is warranted. In the case of companies that have multi-class share

structures with unequal voting rights, we will generally examine the level of approval or disapproval attributed

to unaffiliated shareholders on a “one share, one vote” basis. At controlled and multi-class companies, when at

least 20% or more of unaffiliated shareholders vote contrary to management, we believe that boards should

engage with shareholders and demonstrate some initial level of responsiveness, and when a majority or more of

unaffiliated shareholders vote contrary to management, we believe that boards should engage with

shareholders and provide a more robust response to address shareholder concerns.

As a general framework, our evaluation of board responsiveness involves a review of publicly available

disclosures (e.g., the proxy statement, annual report, 8-Ks, company website, etc.) released following the date of

the company’s last annual meeting up through the publication date of our most current Proxy Paper. Depending

on the specific issue, our focus typically includes, but is not limited to, the following:


2024 Benchmark Policy Guidelines — United States	16

•At the board level, any changes in directorships, committee memberships, disclosure of related party

transactions, meeting attendance, or other responsibilities;

•Any revisions made to the company’s articles of incorporation, bylaws or other governance documents;

•Any press or news releases indicating changes in, or the adoption of, new company policies, business

practices or special reports; and

•Any modifications made to the design and structure of the company’s compensation program, as well as

an assessment of the company’s engagement with shareholders on compensation issues as discussed in

the Compensation Discussion & Analysis (CD&A), particularly following a material vote against a

company’s say-on-pay.

•Proxy statement disclosure discussing the board’s efforts to engage with shareholders and the actions

taken to address shareholder concerns.

Our Proxy Paper analysis will include a case-by-case assessment of the specific elements of board

responsiveness that we examined along with an explanation of how that assessment impacts our current voting

recommendations.

Board Responsiveness to Shareholder Proposals

Majority-Supported Shareholder Proposals

We expect clear action from the board when shareholder proposals receive support from a majority of votes

cast (excluding abstentions and broker non-votes). In our view, this may include fully implementing the request

of the shareholder proposal and/or engaging with shareholders on the issue and providing sufficient disclosures

to address shareholder concerns.

Significantly Supported Shareholder Proposals

When shareholder proposals receive significant support (generally more than 30% but less than majority of

votes cast), we believe an initial level of board responsiveness is warranted. In instances where a shareholder

proposal has received at least 30% shareholder support, we generally believe boards should engage with

shareholders on the issue and provide disclosure addressing shareholder concerns and outreach initiatives.

Further, as discussed above, at controlled companies and companies that have multi-class share structures with

unequal voting rights, we will carefully examine the level of approval or disapproval attributed to unaffiliated

shareholders when determining whether board responsiveness is warranted.

The Role of a Committee Chair

Glass Lewis believes that a designated committee chair maintains primary responsibility for the actions of his or

her respective committee. As such, many of our committee-specific voting recommendations are against the

applicable committee chair rather than the entire committee (depending on the seriousness of the issue). In

cases where the committee chair is not up for election due to a staggered board, and where we have identified

multiple concerns, we will generally recommend voting against other members of the committee who are up for

election, on a case-by-case basis.


2024 Benchmark Policy Guidelines — United States	17

In cases where we would ordinarily recommend voting against a committee chair but the chair is not specified,

we apply the following general rules, which apply throughout our guidelines:

•If there is no committee chair, we recommend voting against the longest-serving committee member or,

if the longest-serving committee member cannot be determined, the longest-serving board member

serving on the committee (i.e., in either case, the “senior director”); and

•If there is no committee chair, but multiple senior directors serving on the committee, we recommend

voting against both (or all) such senior directors.

In our view, companies should provide clear disclosure of which director is charged with overseeing each

committee. In cases where that simple framework is ignored and a reasonable analysis cannot determine which

committee member is the designated leader, we believe shareholder action against the longest serving

committee member(s) is warranted. Again, this only applies if we would ordinarily recommend voting against

the committee chair but there is either no such position or no designated director in such role.

Audit Committees and Performance

Audit committees play an integral role in overseeing the financial reporting process because stable capital

markets depend on reliable, transparent, and objective financial information to support an efficient and

effective capital market process. Audit committees play a vital role in providing this disclosure to shareholders.

When assessing an audit committee’s performance, we are aware that an audit committee does not prepare

financial statements, is not responsible for making the key judgments and assumptions that affect the financial

statements, and does not audit the numbers or the disclosures provided to investors. Rather, an audit

committee member monitors and oversees the process and procedures that management and auditors

perform. The 1999 Report and Recommendations of the Blue Ribbon Committee on Improving the Effectiveness

of Corporate Audit Committees stated it best:

A proper and well-functioning system exists, therefore, when the three main groups responsible for

financial reporting — the full board including the audit committee, financial management including the

internal auditors, and the outside auditors — form a ‘three legged stool’ that supports responsible

financial disclosure and active participatory oversight. However, in the view of the Committee, the audit

committee must be ‘first among equals’ in this process, since the audit committee is an extension of the

full board and hence the ultimate monitor of the process.

Standards for Assessing the Audit Committee

For an audit committee to function effectively on investors’ behalf, it must include members with sufficient

knowledge to diligently carry out their responsibilities. In its audit and accounting recommendations, the

Conference Board Commission on Public Trust and Private Enterprise said “members of the audit committee

must be independent and have both knowledge and experience in auditing financial matters.”13

13 Commission on Public Trust and Private Enterprise. The Conference Board. 2003.


2024 Benchmark Policy Guidelines — United States	18

We are skeptical of audit committees where there are members that lack expertise as a Certified Public

Accountant (CPA), Chief Financial Officer (CFO) or corporate controller, or similar experience. While we will not

necessarily recommend voting against members of an audit committee when such expertise is lacking, we are

more likely to recommend voting against committee members when a problem such as a restatement occurs

and such expertise is lacking.

Glass Lewis generally assesses audit committees against the decisions they make with respect to their oversight

and monitoring role. The quality and integrity of the financial statements and earnings reports, the

completeness of disclosures necessary for investors to make informed decisions, and the effectiveness of the

internal controls should provide reasonable assurance that the financial statements are materially free from

errors. The independence of the external auditors and the results of their work all provide useful information by

which to assess the audit committee.

When assessing the decisions and actions of the audit committee, we typically defer to its judgment and

generally recommend voting in favor of its members. However, we will consider recommending that

shareholders vote against the following:

•All members of the audit committee when options were backdated, there is a lack of adequate controls

in place, there was a resulting restatement, and disclosures indicate there was a lack of documentation

with respect to the option grants.

•The audit committee chair, if the audit committee does not have a financial expert or the committee’s

financial expert does not have a demonstrable financial background sufficient to understand the

financial issues unique to public companies.

•The audit committee chair, if the audit committee did not meet at least four times during the year.

•The audit committee chair, if the committee has less than three members.

•Any audit committee member who sits on more than three public company audit committees, unless

the audit committee member is a retired CPA, CFO, controller or has similar experience, in which case

the limit shall be four committees, taking time and availability into consideration including a review of

the audit committee member’s attendance at all board and committee meetings.14

•All members of an audit committee who are up for election and who served on the committee at the

time of the audit, if audit and audit-related fees total one-third or less of the total fees billed by the

auditor.

•The audit committee chair when tax and/or other fees are greater than audit and audit-related fees paid

to the auditor for more than one year in a row (in which case we also recommend against ratification of

the auditor).

•The audit committee chair when fees paid to the auditor are not disclosed.

•All members of an audit committee where non-audit fees include fees for tax services (including, but not

limited to, such things as tax avoidance or shelter schemes) for senior executives of the company. Such

services are prohibited by the Public Company Accounting Oversight Board (PCAOB).

14 Glass Lewis may exempt certain audit committee members from the above threshold if, upon further analysis of relevant

factors such as the director’s experience, the size, industry-mix and location of the companies involved and the director’s

attendance at all the companies, we can reasonably determine that the audit committee member is likely not hindered by

multiple audit committee commitments.


2024 Benchmark Policy Guidelines — United States	19

•All members of an audit committee that reappointed an auditor that we no longer consider to be

independent for reasons unrelated to fee proportions.

•All members of an audit committee when audit fees are excessively low, especially when compared with

other companies in the same industry.

•The audit committee chair if the committee failed to put auditor ratification on the ballot for

shareholder approval. However, if the non-audit fees or tax fees exceed audit plus audit-related fees in

either the current or the prior year, then Glass Lewis will recommend voting against the entire audit

committee.

•All members of an audit committee where the auditor has resigned and reported that a section 10A15

letter has been issued.

•All members of an audit committee at a time when material accounting fraud occurred at the

company.16

•All members of an audit committee at a time when annual and/or multiple quarterly financial

statements had to be restated, and any of the following factors apply:17

oThe restatement involves fraud or manipulation by insiders;

oThe restatement is accompanied by an SEC inquiry or investigation;

oThe restatement involves revenue recognition;

oThe restatement results in a greater than 5% adjustment to costs of goods sold, operating

expense, or operating cash flows; or

oThe restatement results in a greater than 5% adjustment to net income, 10% adjustment to

assets or shareholders equity, or cash flows from financing or investing activities.

•All members of an audit committee if the company repeatedly fails to file its financial reports in a timely

fashion. For example, the company has filed two or more quarterly or annual financial statements late

within the last five quarters.

•All members of an audit committee when it has been disclosed that a law enforcement agency

has charged the company and/or its employees with a violation of the Foreign Corrupt Practices

Act (FCPA).

•All members of an audit committee when the company has aggressive accounting policies and/or poor

disclosure or lack of sufficient transparency in its financial statements.

15 Auditors are required to report all potential illegal acts to management and the audit committee unless they are clearly

inconsequential in nature. If the audit committee or the board fails to take appropriate action on an act that has been

determined to be a violation of the law, the independent auditor is required to send a section 10A letter to the SEC. Such letters

are rare and therefore we believe should be taken seriously.

16 Research indicates that revenue fraud now accounts for over 60% of SEC fraud cases, and that companies that engage in

fraud experience significant negative abnormal stock price declines—facing bankruptcy, delisting, and material asset sales

at much higher rates than do non-fraud firms (Committee of Sponsoring Organizations of the Treadway Commission.

“Fraudulent Financial Reporting: 1998-2007.” May 2010).

17 The SEC issued guidance in March 2021 related to classification of warrants as liabilities at special purpose acquisition

companies (SPACs). We will generally refrain from recommending against audit committee members when the restatement

in question is solely as a result of the aforementioned SEC guidance.


2024 Benchmark Policy Guidelines — United States	20

•All members of the audit committee when there is a disagreement with the auditor and the auditor

resigns or is dismissed (e.g., the company receives an adverse opinion on its financial statements from

the auditor).

•All members of the audit committee if the contract with the auditor specifically limits the auditor’s

liability to the company for damages.18

•All members of the audit committee who served since the date of the company’s last annual meeting if,

since the last annual meeting, the company has reported a material weakness that has not yet been

corrected and the company has not disclosed a remediation plan; or when a material weakness has

been ongoing for more than one year and the company has not disclosed an updated remediation plan

that clearly outlines the company’s progress toward remediating the material weakness.

Material Weaknesses

Effective internal controls over financial reporting should ensure the integrity of companies’ accounting and

financial reporting.

The SEC guidance regarding Management's Report on Internal Control Over Financial Reporting requires that

reports on internal control should include: (i) a statement of management's responsibility for establishing and

maintaining adequate internal control over financial reporting for the company; (ii) management's assessment

of the effectiveness of the company's internal control over financial reporting as of the end of the company's

most recent fiscal year; (iii) a statement identifying the framework used by management to evaluate the

effectiveness of the company's internal control over financial reporting; and (iv) a statement that the registered

public accounting firm that audited the company's financial statements included in the annual report has issued

an attestation report on management's assessment of the company's internal control over financial reporting.

A material weakness occurs when a company identifies a deficiency, or a combination of deficiencies, in internal

controls over financial reporting, such that there is a reasonable possibility that a material misstatement of the

company's annual or interim financial statements will not be prevented or detected on a timely basis. Failure to

maintain effective internal controls can create doubts regarding the reliability of financial reporting and the

preparation of financial statements in accordance with U.S. GAAP and may lead to companies publishing

financial statements that are not free of errors or misstatements.

We believe it is the responsibility of audit committees to ensure that material weaknesses are remediated in a

timely manner and that companies disclose remediation plans that include detailed steps to resolve a given

material weakness. In cases where a material weakness has been ongoing for more than one fiscal year, we

expect the company to disclose an updated remediation plan at least annually thereafter. Updates to existing

remediation plans should state the progress the company has made toward remediating the material weakness

and the remaining actions the company plans to take until the material weakness is fully remediated. As such,

we are critical of audit committees when companies disclose remediation plans that remain unchanged from a

prior period.

18 The Council of Institutional Investors. “Corporate Governance Policies,” p. 4, April 5, 2006; and “Letter from Council of

Institutional Investors to the AICPA,” November 8, 2006.


2024 Benchmark Policy Guidelines — United States	21

When a material weakness is reported and the company has not disclosed a remediation plan, or when a

material weakness has been ongoing for more than one year and the company has not disclosed an updated

remediation plan that clearly outlines the company’s progress toward remediating the material weakness, we

will consider recommending that shareholders vote against all members of a company’s audit committee who

served on the committee during the time when the material weakness was identified.

We also take a dim view of audit committee reports that are boilerplate, and which provide little or no

information or transparency to investors. When a problem such as a material weakness, restatement or late

filings occurs, in forming our judgment with respect to the audit committee we take into consideration the

transparency of the audit committee report.

Compensation Committee Performance

Compensation committees have a critical role in determining the compensation of executives. This includes

deciding the basis on which compensation is determined, as well as the amounts and types of compensation

to be paid. This process begins with the hiring and initial establishment of employment agreements, including

the terms for such items as pay, pensions and severance arrangements. It is important in establishing

compensation arrangements that compensation be consistent with, and based on the long-term economic

performance of, the business’s long-term shareholders returns.

Compensation committees are also responsible for the oversight of the transparency of compensation. This

oversight includes disclosure of compensation arrangements, the matrix used in assessing pay for performance,

and the use of compensation consultants. In order to ensure the independence of the board’s compensation

consultant, we believe the compensation committee should only engage a compensation consultant that is not

also providing any services to the company or management apart from their contract with the compensation

committee. It is important to investors that they have clear and complete disclosure of all the significant terms

of compensation arrangements in order to make informed decisions with respect to the oversight and decisions

of the compensation committee.

Finally, compensation committees are responsible for oversight of internal controls over the executive

compensation process. This includes controls over gathering information used to determine compensation,

establishment of equity award plans, and granting of equity awards. For example, the use of a compensation

consultant who maintains a business relationship with company management may cause the committee to

make decisions based on information that is compromised by the consultant’s conflict of interests. Lax controls

can also contribute to improper awards of compensation such as through granting of backdated or spring-

loaded options, or granting of bonuses when triggers for bonus payments have not been met.

Central to understanding the actions of compensation committee is a careful review of the CD&A report

included in each company’s proxy. We review the CD&A in our evaluation of the overall compensation practices

of a company, as overseen by the compensation committee. The CD&A is also integral to the evaluation of

compensation proposals at companies, such as advisory votes on executive compensation, which allow

shareholders to vote on the compensation paid to a company’s top executives.

When assessing the performance of compensation committees, we will consider recommending that

shareholders vote against the following:


2024 Benchmark Policy Guidelines — United States	22

•All members of a compensation committee during whose tenure the committee failed to address

shareholder concerns following majority shareholder rejection of the say-on-pay proposal in the

previous year. Where the proposal was approved but there was a significant shareholder vote (i.e.,

greater than 20% of votes cast) against the say-on-pay proposal in the prior year, if the board did not

respond sufficiently to the vote including actively engaging shareholders on this issue, we will also

consider recommending voting against the chair of the compensation committee or all members of the

compensation committee, depending on the severity and history of the compensation problems and the

level of shareholder opposition.

•All members of the compensation committee who are up for election and served when the company

failed to align pay with performance if shareholders are not provided with an advisory vote on executive

compensation at the annual meeting.19

•Any member of the compensation committee who has served on the compensation committee of at

least two other public companies that have consistently failed to align pay with performance and whose

oversight of compensation at the company in question is suspect.

•All members of the compensation committee (during the relevant time period) if the company entered

into excessive employment agreements and/or severance agreements.

•All members of the compensation committee when performance goals were changed (i.e., lowered)

when employees failed or were unlikely to meet original goals, or performance-based compensation

was paid despite goals not being attained.

•All members of the compensation committee if excessive employee perquisites and benefits

were allowed.

•The compensation committee chair if the compensation committee did not meet during the year.

•All members of the compensation committee when the company repriced options or completed a “self

tender offer” without shareholder approval within the past two years.

•All members of the compensation committee when vesting of in-the-money options is accelerated.

•All members of the compensation committee when option exercise prices were backdated. Glass Lewis

will recommend voting against an executive director who played a role in and participated in

option backdating.

•All members of the compensation committee when option exercise prices were spring-loaded or

otherwise timed around the release of material information.

•All members of the compensation committee when a new employment contract is given to an executive

that does not include a clawback provision and the company had a material restatement, especially if

the restatement was due to fraud.

•The chair of the compensation committee where the CD&A provides insufficient or unclear information

about performance metrics and goals, where the CD&A indicates that pay is not tied to performance, or

where the compensation committee or management has excessive discretion to alter performance

terms or increase amounts of awards in contravention of previously defined targets.

19 If a company provides shareholders with a say-on-pay proposal, we will initially only recommend voting against the

company's say-on-pay proposal and will not recommend voting against the members of the compensation committee unless

there is a pattern of failing to align pay and performance and/or the company exhibits egregious compensation practices. For

cases in which the disconnect between pay and performance is marginal and the company has outperformed its peers, we will

consider not recommending against compensation committee members.


2024 Benchmark Policy Guidelines — United States	23

•All members of the compensation committee during whose tenure the committee failed to implement a

shareholder proposal regarding a compensation-related issue, where the proposal received the

affirmative vote of a majority of the voting shares at a shareholder meeting, and when a reasonable

analysis suggests that the compensation committee (rather than the governance committee) should

have taken steps to implement the request.20

•All members of the compensation committee when the board has materially decreased proxy statement

disclosure regarding executive compensation policies and procedures in a manner which substantially

impacts shareholders’ ability to make an informed assessment of the company’s executive pay practices.

•All members of the compensation committee when new excise tax gross-up provisions are adopted in

employment agreements with executives, particularly in cases where the company previously

committed not to provide any such entitlements in the future.

•All members of the compensation committee when the board adopts a frequency for future advisory

votes on executive compensation that differs from the frequency approved by shareholders.

•The chair of the compensation committee when” mega-grants” have been granted and the awards

present concerns such as excessive quantum, lack of sufficient performance conditions, and/or are

excessively dilutive, among others.

Nominating and Governance Committee Performance

The nominating and governance committee is responsible for the governance by the board of the company and

its executives. In performing this role, the committee is responsible and accountable for selection of objective

and competent board members. It is also responsible for providing leadership on governance policies adopted

by the company, such as decisions to implement shareholder proposals that have received a majority vote. At

most companies, a single committee is charged with these oversight functions; at others, the governance and

nominating responsibilities are apportioned among two separate committees.

Consistent with Glass Lewis’ philosophy that boards should have diverse backgrounds and members with a

breadth and depth of relevant experience, we believe that nominating and governance committees should

consider diversity when making director nominations within the context of each specific company and its

industry. In our view, shareholders are best served when boards make an effort to ensure a constituency that is

not only reasonably diverse on the basis of age, race, gender and ethnicity, but also on the basis of geographic

knowledge, industry experience, board tenure and culture.

Regarding the committee responsible for governance, we will consider recommending that shareholders vote

against the following:

•All members of the governance committee21 during whose tenure a shareholder proposal relating to

important shareholder rights received support from a majority of the votes cast (excluding abstentions

20 In all other instances (i.e., a non-compensation-related shareholder proposal should have been implemented) we recommend

that shareholders vote against the members of the governance committee.

21 If the board does not have a committee responsible for governance oversight and the board did not implement a

shareholder proposal that received the requisite support, we will recommend voting against the entire board. If the


2024 Benchmark Policy Guidelines — United States	24

and broker non-votes) and the board has not begun to implement or enact the proposal’s subject

matter.22 Examples of such shareholder proposals include those seeking a declassified board structure, a

majority vote standard for director elections, or a right to call a special meeting. In determining whether

a board has sufficiently implemented such a proposal, we will examine the quality of the right enacted

or proffered by the board for any conditions that may unreasonably interfere with the shareholders’

ability to exercise the right (e.g., overly restrictive procedural requirements for calling a special

meeting).

•All members of the governance committee when a shareholder resolution is excluded from the meeting

agenda but the SEC has declined to state a view on whether such resolution should be excluded, or

when the SEC has verbally permitted a company to exclude a shareholder proposal but there is no

written record provided by the SEC about such determination and the company has not provided any

disclosure concerning this no-action relief.

•The governance committee chair when the chair is not independent and an independent lead or

presiding director has not been appointed.23

•The governance committee chair at companies with a multi-class share structure and unequal voting

rights when the company does not provide for a reasonable sunset of the multi-class share structure

(generally seven years or less).

•In the absence of a nominating committee, the governance committee chair when there are fewer than

five, or the whole governance committee when there are more than 20 members on the board.

•The governance committee chair when the committee fails to meet at all during the year.

•The governance committee chair, when for two consecutive years the company provides what we

consider to be “inadequate” related party transaction disclosure (i.e., the nature of such transactions

and/or the monetary amounts involved are unclear or excessively vague, thereby preventing a share-

holder from being able to reasonably interpret the independence status of multiple directors above and

beyond what the company maintains is compliant with SEC or applicable stock exchange listing

requirements).

•The governance committee chair, when during the past year the board adopted a forum selection clause

(i.e., an exclusive forum provision)24 designating either a state's courts for intra-corporate disputes,

shareholder proposal at issue requested that the board adopt a declassified structure, we will recommend voting against all

director nominees up for election.

22 Where a compensation-related shareholder proposal should have been implemented, and when a reasonable analysis

suggests that the members of the compensation committee (rather than the governance committee) bear the responsibility

for failing to implement the request, we recommend that shareholders only vote against members of the compensation

committee.

23 We believe that one independent individual should be appointed to serve as the lead or presiding director. When such a

position is rotated among directors from meeting to meeting, we will recommend voting against the governance committee

chair as we believe the lack of fixed lead or presiding director means that, effectively, the board does not have an

independent board leader.

24 A forum selection clause is a bylaw provision stipulating that a certain state or federal jurisdiction is the exclusive forum

for specified legal matters. Such a clause effectively limits a shareholder's legal remedy regarding appropriate choice of

venue and related relief.


2024 Benchmark Policy Guidelines — United States	25

and/or federal courts for matters arising under the Securities Act of 1933 without shareholder

approval,25 or if the board is currently seeking shareholder approval of a forum selection clause pursuant

to a bundled bylaw amendment rather than as a separate proposal.

•All members of the governance committee during whose tenure the board adopted, without

shareholder approval, provisions in its charter or bylaws that, through rules on director compensation,

may inhibit the ability of shareholders to nominate directors.

•The governance committee chair when the board takes actions to limit shareholders’ ability to vote on

matters material to shareholder rights (e.g., through the practice of excluding a shareholder proposal by

means of ratifying a management proposal that is materially different from the shareholder proposal).

•The governance committee chair when directors’ records for board and committee meeting attendance

are not disclosed, or when it is indicated that a director attended less than 75% of board and committee

meetings but disclosure is sufficiently vague that it is not possible to determine which specific director’s

attendance was lacking.

•The governance committee chair when a detailed record of proxy voting results from the prior annual

meeting has not been disclosed.

•The governance committee chair when a company does not clearly disclose the identity of a shareholder

proponent (or lead proponent when there are multiple filers) in their proxy statement. For a detailed

explanation of this policy, please refer to our comprehensive Proxy Paper Guidelines for Shareholder

Proposals & ESG-Related Issues, available at www.glasslewis.com/voting-policies-current/.

In addition, we may recommend that shareholders vote against the chair of the governance committee, or the

entire committee, where the board has amended the company’s governing documents to reduce or remove

important shareholder rights, or to otherwise impede the ability of shareholders to exercise such right, and has

done so without seeking shareholder approval. Examples of board actions that may cause such a

recommendation include: the elimination of the ability of shareholders to call a special meeting or to act by

written consent; an increase to the ownership threshold required for shareholders to call a special meeting; an

increase to vote requirements for charter or bylaw amendments; the adoption of provisions that limit the ability

of shareholders to pursue full legal recourse — such as bylaws that require arbitration of shareholder claims

or that require shareholder plaintiffs to pay the company’s legal expenses in the absence of a court victory

(i.e., “fee-shifting” or “loser pays” bylaws); the adoption of a classified board structure; and the elimination of

the ability of shareholders to remove a director without cause.

Regarding the nominating committee, we will consider recommending that shareholders vote against the

following:

•All members of the nominating committee, when the committee nominated or renominated

an individual who had a significant conflict of interest or whose past actions demonstrated a lack of

integrity or inability to represent shareholder interests.

•The nominating committee chair, if the nominating committee did not meet during the year.

25 Glass Lewis will evaluate the circumstances surrounding the adoption of any forum selection clause as well as the general

provisions contained therein. Where it can be reasonably determined that a forum selection clause is narrowly crafted to suit

the particular circumstances facing the company and/or a reasonable sunset provision is included, we may make an exception

to this policy.


2024 Benchmark Policy Guidelines — United States	26

•In the absence of a governance committee, the nominating committee chair when the chair is not

independent, and an independent lead or presiding director has not been appointed.

•The nominating committee chair, when there are fewer than five, or the whole nominating committee

when there are more than 20 members on the board.

•The nominating committee chair, when a director received a greater than 50% against vote the prior

year and not only was the director not removed, but the issues that raised shareholder concern were

not corrected.26

•The chair of the nominating committee of a board that is not at least 30 percent gender diverse,27 or all

members of the nominating committee of a board with no gender diverse directors, at companies

within the Russell 3000 index. For companies outside of the Russell 3000 index, we will recommend

voting against the chair of the nominating committee if there are no gender diverse directors.

•The chair of the nominating committee of a board with fewer than one director from an

underrepresented community on the board, at companies within the Russell 1000 index.

•The nominating committee chair when, alongside other governance or board performance concerns, the

average tenure of non-executive directors is 10 years or more and no new independent directors have

joined the board in the past five years. We will not be making voting recommendations solely on this

basis; rather, insufficient board refreshment may be a contributing factor in our recommendations when

additional board-related concerns have been identified.

In addition, we may consider recommending shareholders vote against the chair of the nominating committee

where the board’s failure to ensure the board has directors with relevant experience, either through periodic

director assessment or board refreshment, has contributed to a company’s poor performance. Where these

issues warrant an against vote in the absence of both a governance and a nominating committee, we will

recommend voting against the board chair, unless the chair also serves as the CEO, in which case we will

recommend voting against the longest-serving director.

Board-Level Risk Management Oversight

Glass Lewis evaluates the risk management function of a public company board on a strictly case-by-case basis.

Sound risk management, while necessary at all companies, is particularly important at financial firms which

inherently maintain significant exposure to financial risk. We believe such financial firms should have a chief risk

officer reporting directly to the board and a dedicated risk committee or a committee of the board charged with

risk oversight. Moreover, many non-financial firms maintain strategies which involve a high level of exposure to

financial risk. Similarly, since many non-financial firms have complex hedging or trading strategies, those firms

should also have a chief risk officer and a risk committee.

26 Considering that shareholder disapproval clearly relates to the director who received a greater than 50% against vote rather

than the nominating chair, we review the severity of the issue(s) that initially raised shareholder concern as well as company

responsiveness to such matters, and will only recommend voting against the nominating chair if a reasonable analysis suggests

that it would be most appropriate. In rare cases, we will consider recommending against the nominating chair when a director

receives a substantial (i.e., 20% or more) vote against based on the same analysis.

27 Women and directors that identify with a gender other than male or female.


2024 Benchmark Policy Guidelines — United States	27

Our views on risk oversight are consistent with those expressed by various regulatory bodies. In its December

2009 Final Rule release on Proxy Disclosure Enhancements, the SEC noted that risk oversight is a key

competence of the board and that additional disclosures would improve investor and shareholder

understanding of the role of the board in the organization’s risk management practices. The final rules, which

became effective on February 28, 2010, now explicitly require companies and mutual funds to describe (while

allowing for some degree of flexibility) the board’s role in the oversight of risk.

When analyzing the risk management practices of public companies, we take note of any significant losses or

writedowns on financial assets and/or structured transactions. In cases where a company has disclosed a sizable

loss or writedown, and where we find that the company’s board-level risk committee’s poor oversight

contributed to the loss, we will recommend that shareholders vote against such committee members on that

basis. In addition, in cases where a company maintains a significant level of financial risk exposure but fails to

disclose any explicit form of board-level risk oversight (committee or otherwise),28 we will consider

recommending to vote against the board chair on that basis. However, we generally would not recommend

voting against a combined chair/CEO, except in egregious cases.

Board Oversight of Environmental and Social Issues

Glass Lewis recognizes the importance of ensuring the sustainability of companies’ operations. We believe that

insufficient oversight of material environmental and social issues can present direct legal, financial, regulatory

and reputational risks that could serve to harm shareholder interests. Therefore, we believe that these issues

should be carefully monitored and managed by companies, and that all companies should have an appropriate

oversight structure in place to ensure that they are mitigating attendant risks and capitalizing on related

opportunities to the best extent possible.

To that end, Glass Lewis believes that companies should ensure that boards maintain clear oversight of material

risks to their operations, including those that are environmental and social in nature. These risks could include,

but are not limited to, matters related to climate change, human capital management, diversity, stakeholder

relations, and health, safety & environment. Given the importance of the board’s role in overseeing

environmental and social risks, we believe this responsibility should be formally designated and codified in the

appropriate committee charters or other governing documents.

While we believe that it is important that these issues are overseen at the board level and that shareholders are

afforded meaningful disclosure of these oversight responsibilities, we believe that companies should determine

the best structure for this oversight. In our view, this oversight can be effectively conducted by specific directors,

the entire board, a separate committee, or combined with the responsibilities of a key committee.

For companies in the Russell 3000 index and in instances where we identify material oversight concerns, Glass

Lewis will review a company’s overall governance practices and identify which directors or board-level

committees have been charged with oversight of environmental and/or social issues. Furthermore, given the

importance of the board’s role in overseeing environmental and social risks, Glass Lewis will generally

28 A committee responsible for risk management could be a dedicated risk committee, the audit committee, or the finance

committee, depending on a given company’s board structure and method of disclosure. At some companies, the entire board is

charged with risk management.


2024 Benchmark Policy Guidelines — United States	28

recommend voting against the governance committee chair of a company in the Russell 1000 index that fails to

provide explicit disclosure concerning the board’s role in overseeing these issues.

When evaluating the board’s role in overseeing environmental and/or social issues, we will examine a

company’s committee charters and governing documents to determine if the company has codified and

maintained a meaningful level of oversight of and accountability for a company’s material environmental and

social impacts.

Board Oversight of Technology

Cyber Risk Oversight

Companies and consumers are exposed to a growing risk of cyber-attacks. These attacks can result in customer

or employee data breaches, harm to a company’s reputation, significant fines or penalties, and interruption to a

company’s operations. Further, in some instances, cyber breaches can result in national security concerns, such

as those impacting companies operating as utilities, defense contractors, and energy companies.

In response to these issues, regulators have increasingly been focused on ensuring companies are providing

appropriate and timely disclosures and protections to stakeholders that could have been adversely impacted by

a breach in a company’s cyber infrastructure.

On July 26, 2023, the SEC approved final rules requiring public companies to report cybersecurity incidents

deemed material within four days of identifying them, detailing their nature, scope, timing, and material impact

under Item 1.05 on Form 8-K.

Furthermore, in annual reports, companies must disclose their processes for assessing, identifying, and

managing material cybersecurity risks, along with their material effects; and describe whether any risks from

prior incidents have materially affected its business strategy, results of operations, or financial condition (or are

reasonably likely to), pursuant to Regulation S-K Item 106. Item 106 will also require registrants to describe the

board of directors’ oversight of risks from cybersecurity threats and management’s role and expertise in

assessing and managing material risks from cybersecurity threats. Similar rules were also adopted for foreign

private issuers. The final rules became effective on September 5, 2023.

Given the regulatory focus on, and the potential adverse outcomes from, cyber-related issues, it is our view that

cyber risk is material for all companies. We therefore believe that it is critical that companies evaluate and

mitigate these risks to the greatest extent possible. With that view, we encourage all issuers to provide clear

disclosure concerning the role of the board in overseeing issues related to cybersecurity, including how

companies are ensuring directors are fully versed on this rapidly evolving and dynamic issue. We believe such

disclosure can help shareholders understand the seriousness with which companies take this issue.

In the absence of material cyber incidents, we will generally not make voting recommendations on the basis of a

company’s oversight or disclosure concerning cyber-related issues. However, in instances where cyber-attacks

have caused significant harm to shareholders we will closely evaluate the board’s oversight of cybersecurity as

well as the company’s response and disclosures.

Moreover, in instances where a company has been materially impacted by a cyber-attack, we believe

shareholders can reasonably expect periodic updates communicating the company’s ongoing progress towards


2024 Benchmark Policy Guidelines — United States	29

resolving and remediating the impact of the cyber-attack. We generally believe shareholders are best served

when such updates include (but are not necessarily limited to) details such as when the company has fully

restored its information systems, when the company has returned to normal operations, what resources the

company is providing for affected stakeholders, and any other potentially relevant information, until the

company considers the impact of the cyber-attack to be fully remediated. These disclosures should focus on the

company’s response to address the impacts to affected stakeholders and should not reveal specific and/or

technical details that could impede the company’s response or remediation of the incident or that could assist

threat actors.

In such instances, we may recommend against appropriate directors should we find the board’s oversight,

response or disclosure concerning cybersecurity-related issues to be insufficient, or are not provided to

shareholders.

Board Oversight of Artificial Intelligence

In recent years, companies have rapidly begun to develop and adopt uses for artificial intelligence (AI)

technologies throughout various aspects of their operations. Deployed and overseen effectively, AI technologies

have the potential to make companies’ operations and systems more efficient and productive. However, as the

use of these technologies has grown, so have the potential risks associated with companies’ development and

use of AI. Given these potential risks, we believe that boards should be cognizant of, and take steps to mitigate

exposure to, any material risks that could arise from their use or development of AI.

Companies that use or develop AI technologies should consider adopting strong internal frameworks that

include ethical considerations and ensure they have provided a sufficient level of oversight of AI. As such,

boards may seek to ensure effective oversight and address skills gaps by engaging in continued board education

and/or appointing directors with AI expertise. With that view, we believe that all companies that develop or

employ the use of AI in their operations should provide clear disclosure concerning the role of the board in

overseeing issues related to AI, including how companies are ensuring directors are fully versed on this rapidly

evolving and dynamic issue. We believe such disclosure can help shareholders understand the seriousness with

which companies take this issue.

While we believe that it is important that these issues are overseen at the board level and that shareholders are

afforded meaningful disclosure of these oversight responsibilities, we believe that companies should determine

the best structure for this oversight. In our view, this oversight can be effectively conducted by specific directors,

the entire board, a separate committee, or combined with the responsibilities of a key committee.

In the absence of material incidents related to a company’s use or management of AI-related issues, we will

generally not make voting recommendations on the basis of a company’s oversight of, or disclosure concerning,

AI-related issues. However, in instances where there is evidence that insufficient oversight and/or management

of AI technologies has resulted in material harm to shareholders, Glass Lewis will review a company’s overall

governance practices and identify which directors or board-level committees have been charged with oversight

of AI-related risks. We will also closely evaluate the board’s response to, and management of, this issue as well

as any associated disclosures and may recommend against appropriate directors should we find the board’s

oversight, response or disclosure concerning AI-related issues to be insufficient.


2024 Benchmark Policy Guidelines — United States	30

Board Accountability for Environmental and Social Performance

Glass Lewis carefully monitors companies’ performance with respect to environmental and social issues,

including those related to climate and human capital management. In situations where we believe that a

company has not properly managed or mitigated material environmental or social risks to the detriment of

shareholder value, or when such mismanagement has threatened shareholder value, Glass Lewis may

recommend that shareholders vote against the members of the board who are responsible for oversight of

environmental and social risks. In the absence of explicit board oversight of environmental and social issues,

Glass Lewis may recommend that shareholders vote against members of the audit committee. In making these

determinations, Glass Lewis will carefully review the situation, its effect on shareholder value, as well as any

corrective action or other response made by the company.

For more information on how Glass Lewis evaluates environmental and social issues, please see Glass Lewis’

Overall Approach to ESG as well as our comprehensive Proxy Paper Guidelines for Shareholder Proposals & ESG-

Related Issues, available at www.glasslewis.com/voting-policies-current/.

Board Accountability for Climate-related Issues

Given the exceptionally broad impacts of a changing climate on companies, the economy, and society in general,

we view climate risk as a material risk for all companies. We therefore believe that boards should be considering

and evaluating their operational resilience under lower-carbon scenarios. While all companies maintain

exposure to climate-related risks, we believe that additional consideration should be given to, and that

disclosure should be provided by those companies whose GHG emissions represent a financially material risk.

We believe that companies with this increased risk exposure should provide clear and comprehensive disclosure

regarding these risks, including how they are being mitigated and overseen. We believe such information is

crucial to allow investors to understand the company’s management of this issue, as well as the impact of a

lower carbon future on the company’s operations.

In line with this view, Glass Lewis will carefully examine the climate-related disclosures provided by companies

in the S&P 500 index with material exposure to climate risk stemming from their own operations29, as well as

companies where we believe emissions or climate impacts, or stakeholder scrutiny thereof, represent an

outsized, financially material risk, in order to assess whether they have produced disclosures in line with the

recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) or IFRS S2 Climate-related

Disclosures. We will also assess whether these companies have disclosed explicit and clearly defined board-level

oversight responsibilities for climate-related issues. In instances where we find either (or both) of these

disclosures to be absent or significantly lacking, we may recommend voting against the chair of the committee

(or board) charged with oversight of climate-related issues, or if no committee has been charged with such

oversight, the chair of the governance committee. Further, we may extend our recommendation on this basis to

additional members of the responsible committee in cases where the committee chair is not standing for

29 This policy will generally apply to companies in the following SASB-defined industries: agricultural products, air freight &

logistics, airlines, chemicals, construction materials, containers & packaging, cruise lines, electric utilities & power generators,

food retailers & distributors, health care distributors, iron & steel producers, marine transportation, meat, poultry & dairy,

metals & mining, non-alcoholic beverages, oil & gas, pulp & paper products, rail transportation, road transportation,

semiconductors, waste management.


2024 Benchmark Policy Guidelines — United States	31

election due to a classified board, or based on other factors, including the company’s size, industry and its

overall governance profile.

Director Commitments

We believe that directors should have the necessary time to fulfill their duties to shareholders. In our view, an

overcommitted director can pose a material risk to a company’s shareholders, particularly during periods of

crisis. In addition, recent research indicates that the time commitment associated with being a director has been

on a significant upward trend in the past decade.30 As a result, we generally recommend that shareholders vote

against a director who serves as an executive officer (other than executive chair) of any public company31 while

serving on more than one external public company board, a director who serves as an executive chair of any

public company while serving on more than two external public company boards, and any other director who

serves on more than five public company boards.

Because we believe that executives will primarily devote their attention to executive duties, we generally will

not recommend that shareholders vote against overcommitted directors at the companies where they serve as

an executive.

When determining whether a director’s service on an excessive number of boards may limit the ability of the

director to devote sufficient time to board duties, we may consider relevant factors such as the size and location

of the other companies where the director serves on the board, the director’s board roles at the companies in

question, whether the director serves on the board of any large privately-held companies, the director’s tenure

on the boards in question, and the director’s attendance record at all companies. In the case of directors who

serve in executive roles other than CEO (e.g., executive chair), we will evaluate the specific duties and

responsibilities of that role in determining whether an exception is warranted.

We may also refrain from recommending against certain directors if the company provides sufficient rationale

for their continued board service. The rationale should allow shareholders to evaluate the scope of the

directors’ other commitments, as well as their contributions to the board including specialized knowledge of the

company’s industry, strategy or key markets, the diversity of skills, perspective and background they provide,

and other relevant factors. We will also generally refrain from recommending to vote against a director who

serves on an excessive number of boards within a consolidated group of companies in related industries, or a

director that represents a firm whose sole purpose is to manage a portfolio of investments which include the

company.

30 For example, the 2015-2016 NACD Public Company Governance Survey states that, on average, directors spent a total of

248.2 hours annual on board-related matters during the past year, which it describes as a “historically high level” that is

significantly above the average hours recorded in 2006. Additionally, the 2020 Spencer Stuart Board Index indicates that,

while 39% of S&P 500 CEOs serve on one additional public board, just 2% of S&P 500 CEOs serve on two additional public

boards and only one CEO serves on three.

31 When the executive officer in question serves only as an executive at a special purpose acquisition company (SPAC) we

will generally apply the higher threshold of five public company directorships.


2024 Benchmark Policy Guidelines — United States	32

Other Considerations

In addition to the three key characteristics — independence, performance, experience — that we use to

evaluate board members, we consider conflict-of-interest issues as well as the size of the board of directors

when making voting recommendations.

Conflicts of Interest

We believe board members should be wholly free of identifiable and substantial conflicts of interest, regardless

of the overall level of independent directors on the board. Accordingly, we recommend that shareholders vote

against the following types of directors:

•A CFO who is on the board: In our view, the CFO holds a unique position relative to financial reporting

and disclosure to shareholders. Due to the critical importance of financial disclosure and reporting, we

believe the CFO should report to the board and not be a member of it.

•A director who provides — or a director who has an immediate family member who provides — material

consulting or other material professional services to the company. These services may include legal,

consulting,32 or financial services. We question the need for the company to have consulting

relationships with its directors. We view such relationships as creating conflicts for directors, since they

may be forced to weigh their own interests against shareholder interests when making board decisions.

In addition, a company’s decisions regarding where to turn for the best professional

services may be compromised when doing business with the professional services firm of one of the

company’s directors.

•A director, or a director who has an immediate family member, engaging in airplane, real estate, or

similar deals, including perquisite-type grants from the company, amounting to more than $50,000.

Directors who receive these sorts of payments from the company will have to make unnecessarily

complicated decisions that may pit their interests against shareholder interests.

•Interlocking directorships: CEOs or other top executives who serve on each other’s boards create an

interlock that poses conflicts that should be avoided to ensure the promotion of shareholder interests

above all else.33

•All board members who served at a time when a poison pill with a term of longer than one year was

adopted without shareholder approval within the prior twelve months.34 In the event a board is

classified and shareholders are therefore unable to vote against all directors, we will recommend voting

against the remaining directors the next year they are up for a shareholder vote. If a poison pill with a

32 We will generally refrain from recommending against a director who provides consulting services for the company if the

director is excluded from membership on the board’s key committees and we have not identified significant governance

concerns with the board.

33 We do not apply a look-back period for this situation. The interlock policy applies to both public and private companies.

On a case-by-case basis, we evaluate other types of interlocking relationships, such as interlocks with close family members

of executives or within group companies. Further, we will also evaluate multiple board interlocks among non-insiders (i.e.,

multiple directors serving on the same boards at other companies), for evidence of a pattern of poor oversight.

34 Refer to the “Governance Structure and the Shareholder Franchise” section for further discussion of our policies

regarding anti-takeover measures, including poison pills.


2024 Benchmark Policy Guidelines — United States	33

term of one year or less was adopted without shareholder approval, and without adequate justification,

we will consider recommending that shareholders vote against all members of the governance

committee. If the board has, without seeking shareholder approval, and without adequate justification,

extended the term of a poison pill by one year or less in two consecutive years, we will consider

recommending that shareholders vote against the entire board.

Size of the Board of Directors

While we do not believe there is a universally applicable optimal board size, we do believe boards should have

at least five directors to ensure sufficient diversity in decision-making and to enable the formation of key board

committees with independent directors. Conversely, we believe that boards with more than 20 members will

typically suffer under the weight of “too many cooks in the kitchen” and have difficulty reaching consensus and

making timely decisions. Sometimes the presence of too many voices can make it difficult to draw on the

wisdom and experience in the room by virtue of the need to limit the discussion so that each voice may be

heard.

To that end, we typically recommend voting against the chair of the nominating committee (or the governance

committee, in the absence of a nominating committee) at a board with fewer than five directors or more than

20 directors.

Controlled Companies

We believe controlled companies warrant certain exceptions to our independence standards. The board’s

function is to protect shareholder interests; however, when an individual, entity (or group of shareholders party

to a formal agreement) owns more than 50% of the voting shares, the interests of the majority of shareholders

are the interests of that entity or individual. Consequently, Glass Lewis does not apply our usual two-thirds

board independence rule and therefore we will not recommend voting against boards whose composition

reflects the makeup of the shareholder population.

Independence Exceptions

The independence exceptions that we make for controlled companies are as follows:

•We do not require that controlled companies have boards that are at least two-thirds independent. So

long as the insiders and/or affiliates are connected with the controlling entity, we accept the presence

of non-independent board members.

•The compensation committee and nominating and governance committees do not need to consist solely

of independent directors.

oWe believe that standing nominating and corporate governance committees at controlled

companies are unnecessary. Although having a committee charged with the duties of searching

for, selecting, and nominating independent directors can be beneficial, the unique composition

of a controlled company’s shareholder base makes such committees weak and irrelevant.

oLikewise, we believe that independent compensation committees at controlled companies are

unnecessary. Although independent directors are the best choice for approving and monitoring

senior executives’ pay, controlled companies serve a unique shareholder population whose

voting power ensures the protection of its interests. As such, we believe that having affiliated

directors on a controlled company’s compensation committee is acceptable. However, given


2024 Benchmark Policy Guidelines — United States	34

that a controlled company has certain obligations to minority shareholders we feel that an

insider should not serve on the compensation committee. Therefore, Glass Lewis will

recommend voting against any insider (the CEO or otherwise) serving on the compensation

committee.

•Controlled companies do not need an independent chair or an independent lead or presiding director.

Although an independent director in a position of authority on the board — such as chair or presiding

director — can best carry out the board’s duties, controlled companies serve a unique shareholder

population whose voting power ensures the protection of its interests.

Size of the Board of Directors

We have no board size requirements for controlled companies.

Audit Committee Independence

Despite a controlled company’s status, unlike for the other key committees, we nevertheless believe that audit

committees should consist solely of independent directors. Regardless of a company’s controlled status, the

interests of all shareholders must be protected by ensuring the integrity and accuracy of the company’s financial

statements. Allowing affiliated directors to oversee the preparation of financial reports could create an

insurmountable conflict of interest.

Board Responsiveness at Multi-Class Companies

At controlled companies and companies that have multi-class share structures with unequal voting rights, we

will carefully examine the level of approval or disapproval attributed to unaffiliated shareholders when

determining whether board responsiveness is warranted. In the case of companies that have multi-class share

structures with unequal voting rights, we will generally examine the level of approval or disapproval attributed

to unaffiliated shareholders on a “one share, one vote” basis. At controlled and multi-class companies, when at

least 20% or more of unaffiliated shareholders vote contrary to management, we believe that boards should

engage with shareholders and demonstrate some initial level of responsiveness, and when a majority or more of

unaffiliated shareholders vote contrary to management we believe that boards should engage with shareholders

and provide a more robust response to fully address shareholder concerns.

Significant Shareholders

Where an individual or entity holds between 20-50% of a company’s voting power, we believe it is reasonable to

allow proportional representation on the board and committees (excluding the audit committee) based on the

individual or entity’s percentage of ownership.

Governance Following an IPO, Spin-Off, or Direct Listing

We believe companies that have recently completed an initial public offering (IPO), spin-off, or direct listing

should be allowed adequate time to fully comply with marketplace listing requirements and meet basic

corporate governance standards. Generally speaking, we refrain from making recommendations on the basis of

governance standards (e.g., board independence, committee membership and structure, meeting attendance,

etc.) during the one-year period following an IPO.


2024 Benchmark Policy Guidelines — United States	35

However, some cases warrant shareholder action against the board of a company that have completed an IPO,

spin-off, or direct listing within the past year. When evaluating companies that have recently gone public, Glass

Lewis will review the terms of the applicable governing documents in order to determine whether shareholder

rights are being severely restricted indefinitely. We believe boards that approve highly restrictive governing

documents have demonstrated that they may subvert shareholder interests following the IPO. In conducting this

evaluation, Glass Lewis will consider:

•The adoption of anti-takeover provisions such as a poison pill or classified board

•Supermajority vote requirements to amend governing documents

•The presence of exclusive forum or fee-shifting provisions

•Whether shareholders can call special meetings or act by written consent

•The voting standard provided for the election of directors

•The ability of shareholders to remove directors without cause

•The presence of evergreen provisions in the company’s equity compensation arrangements

•The presence of a multi-class share structure which does not afford common shareholders voting power

that is aligned with their economic interest

In cases where Glass Lewis determines that the board has approved overly restrictive governing documents, we

will generally recommend voting against members of the governance committee. If there is no governance

committee, or if a portion of such committee members are not standing for election due to a classified board

structure, we will expand our recommendations to additional director nominees, based on who is standing for

election.

In cases where, preceding an IPO, the board adopts a multi-class share structure where voting rights are not

aligned with economic interest, or an anti-takeover provision, such as a poison pill or classified board, we will

generally recommend voting against all members of the board who served at the time of the IPO if the board: (i)

did not also commit to submitting these provisions to a shareholder vote at the company’s first shareholder

meeting following the IPO; or (ii) did not provide for a reasonable sunset of these provisions (generally three to

five years in the case of a classified board or poison pill; or seven years or less in the case of a multi-class share

structure). In the case of a multi-class share structure, if these provisions are put to a shareholder vote, we will

examine the level of approval or disapproval attributed to unaffiliated shareholders when determining the vote

outcome.

In our view, adopting an anti-takeover device unfairly penalizes future shareholders who (except for electing to

buy or sell the stock) are unable to weigh in on a matter that could potentially negatively impact their ownership

interest. This notion is strengthened when a board adopts a classified board with an infinite duration or a poison

pill with a five- to ten-year term immediately prior to going public, thereby insulating management for a

substantial amount of time.

In addition, shareholders should also be wary of companies that adopt supermajority voting requirements

before their IPO. Absent explicit provisions in the articles or bylaws stipulating that certain policies will be

phased out over a certain period of time, long-term shareholders could find themselves in the predicament of

having to attain a supermajority vote to approve future proposals seeking to eliminate such policies.


2024 Benchmark Policy Guidelines — United States	36

Governance Following a Business Combination with a Special Purpose Acquisition Company

The business combination of a private company with a publicly traded special purpose acquisition company

(SPAC) facilitates the private entity becoming a publicly traded corporation. Thus, the business combination

represents the private company’s de-facto IPO. We believe that some cases warrant shareholder action against

the board of a company that have completed a business combination with a SPAC within the past year.

At meetings where shareholders vote on the business combination of a SPAC with a private company,

shareholders are generally voting on a new corporate charter for the post-combination company as a condition

to approval of the business combination. In many cases, shareholders are faced with the dilemma of having to

approve corporate charters that severely restrict shareholder rights to facilitate the business combination.

Therefore, when shareholders are required to approve binding charters as a condition to approval of a business

combination with a SPAC, we believe shareholders should also be provided with advisory votes on material

charter amendments as a means to voice their opinions on such restrictive governance provisions.

When evaluating companies that have recently gone public via business combination with a SPAC, Glass Lewis

will review the terms of the applicable governing documents to determine whether shareholder rights are being

severely restricted indefinitely and whether these restrictive provisions were put forth for a shareholder vote on

an advisory basis at the prior meeting where shareholders voted on the business combination.

In cases where, prior to the combined company becoming publicly traded, the board adopts a multi-class share

structure where voting rights are not aligned with economic interest, or an anti-takeover provision, such as a

poison pill or classified board, we will generally recommend voting against all members of the board who served

at the time of the combined company becoming publicly traded if the board: (i) did not also submit these

provisions to a shareholder vote on an advisory basis at the prior meeting where shareholders voted on the

business combination; (ii) did not also commit to submitting these provisions to a shareholder vote at the

company’s first shareholder meeting following the company becoming publicly traded; or (iii) did not provide for

a reasonable sunset of these provisions (generally three to five years in the case of a classified board or poison

pill; or seven years or less in the case of a multi-class share structure).

Consistent with our view on IPOs, adopting an anti-takeover device unfairly penalizes future shareholders who

(except for electing to buy or sell the stock) are unable to weigh in on a matter that could potentially negatively

impact their ownership interest.

Dual-Listed or Foreign-Incorporated Companies

For companies that trade on multiple exchanges or are incorporated in foreign jurisdictions but trade only in the

U.S., we will apply the governance standard most relevant in each situation. We will consider a number of

factors in determining which Glass Lewis country-specific policy to apply, including but not limited to: (i) the

corporate governance structure and features of the company including whether the board structure is unique to

a particular market; (ii) the nature of the proposals; (iii) the location of the company’s primary listing, if one can

be determined; (iv) the regulatory/governance regime that the board is reporting against; and (v) the availability

and completeness of the company’s SEC filings.


2024 Benchmark Policy Guidelines — United States	37

OTC-listed Companies

Companies trading on the OTC Bulletin Board are not considered “listed companies” under SEC rules and

therefore not subject to the same governance standards as listed companies. However, we believe that more

stringent corporate governance standards should be applied to these companies given that their shares are still

publicly traded.

When reviewing OTC companies, Glass Lewis will review the available disclosure relating to the shareholder

meeting to determine whether shareholders are able to evaluate several key pieces of information, including: (i)

the composition of the board’s key committees, if any; (ii) the level of share ownership of company insiders or

directors; (iii) the board meeting attendance record of directors; (iv) executive and non-employee director

compensation; (v) related-party transactions conducted during the past year; and (vi) the board’s leadership

structure and determinations regarding director independence.

We are particularly concerned when company disclosure lacks any information regarding the board’s key

committees. We believe that committees of the board are an essential tool for clarifying how the responsibilities

of the board are being delegated, and specifically for indicating which directors are accountable for ensuring: (i)

the independence and quality of directors, and the transparency and integrity of the nominating process; (ii)

compensation programs that are fair and appropriate; (iii) proper oversight of the company’s accounting,

financial reporting, and internal and external audits; and (iv) general adherence to principles of good corporate

governance.

In cases where shareholders are unable to identify which board members are responsible for ensuring oversight

of the above-mentioned responsibilities, we may consider recommending against certain members of the board.

Ordinarily, we believe it is the responsibility of the corporate governance committee to provide thorough

disclosure of the board’s governance practices. In the absence of such a committee, we believe it is appropriate

to hold the board’s chair or, if such individual is an executive of the company, the longest-serving non-executive

board member accountable.

Mutual Fund Boards

Mutual funds, or investment companies, are structured differently from regular public companies (i.e., operating

companies). Typically, members of a fund’s advisor are on the board and management takes on a different role

from that of regular public companies. Thus, we focus on a short list of requirements, although many of our

guidelines remain the same.

The following mutual fund policies are similar to the policies for regular public companies:

•Size of the board of directors — The board should be made up of between five and twenty directors.

•The CFO on the board — Neither the CFO of the fund nor the CFO of the fund’s registered investment

advisor should serve on the board.

•Independence of the audit committee — The audit committee should consist solely of independent

directors.

•Audit committee financial expert — At least one member of the audit committee should be designated

as the audit committee financial expert.


2024 Benchmark Policy Guidelines — United States	38

The following differences from regular public companies apply at mutual funds:

•Independence of the board — We believe that three-fourths of an investment company’s board should

be made up of independent directors. This is consistent with a proposed SEC rule on investment

company boards. The Investment Company Act requires 40% of the board to be independent, but in

2001, the SEC amended the Exemptive Rules to require that a majority of a mutual fund board be

independent. In 2005, the SEC proposed increasing the independence threshold to 75%. In 2006, a

federal appeals court ordered that this rule amendment be put back out for public comment, putting it

back into “proposed rule” status. Since mutual fund boards play a vital role in overseeing the

relationship between the fund and its investment manager, there is greater need for independent

oversight than there is for an operating company board.

•When the auditor is not up for ratification — We do not recommend voting against the audit

committee if the auditor is not up for ratification. Due to the different legal structure of an investment

company compared to an operating company, the auditor for the investment company (i.e., mutual

fund)

does not conduct the same level of financial review for each investment company as for an

operating company.

•Non-independent chair — The SEC has proposed that the chair of the fund board be independent. We

agree that the roles of a mutual fund’s chair and CEO should be separate. Although we believe this

would be best at all companies, we recommend voting against the chair of an investment company’s

nominating committee as well as the board chair if the chair and CEO of a mutual fund are the same

person and the fund does not have an independent lead or presiding director. Seven former SEC

commissioners support the appointment of an independent chair and we agree with them that “an

independent board chair would be better able to create conditions favoring the long-term interests of

fund shareholders than would a chair who is an executive of the advisor.” (See the comment letter sent

to the SEC in support of the proposed rule at http://www.sec.gov/news/studies/indchair.pdf.)

•Multiple funds overseen by the same director — Unlike service on a public company board, mutual

fund boards require much less of a time commitment. Mutual fund directors typically serve on dozens of

other mutual fund boards, often within the same fund complex. The Investment Company Institute’s

(ICI) Overview of Fund Governance Practices, 1994-2012, indicates that the average number of funds

served by an independent director in 2012 was 53. Absent evidence that a specific director is hindered

from being an effective board member at a fund due to service on other funds’ boards, we refrain from

maintaining a cap on the number of outside mutual fund boards that we believe a director can serve on.

Declassified Boards

Glass Lewis favors the repeal of staggered boards and the annual election of directors. We believe staggered

boards are less accountable to shareholders than boards that are elected annually. Furthermore, we feel the

annual election of directors encourages board members to focus on shareholder interests.

Empirical studies have shown: (i) staggered boards are associated with a reduction in a firm’s valuation; and (ii)

in the context of hostile takeovers, staggered boards operate as a takeover defense, which entrenches

management, discourages potential acquirers, and delivers a lower return to target shareholders.


2024 Benchmark Policy Guidelines — United States	39

In our view, there is no evidence to demonstrate that staggered boards improve shareholder returns in a

takeover context. Some research has indicated that shareholders are worse off when a staggered board blocks a

transaction; further, when a staggered board negotiates a friendly transaction, no statistically significant

difference in premium occurs.35 Additional research found that charter-based staggered boards “reduce the

market value of a firm by 4% to 6% of its market capitalization” and that “staggered boards bring about and not

merely reflect this reduction in market value.”36 A subsequent study reaffirmed that classified boards reduce

shareholder value, finding “that the ongoing process of dismantling staggered boards, encouraged by

institutional investors, could well contribute to increasing shareholder wealth.”37

Shareholders have increasingly come to agree with this view. In 2019, 90% of S&P 500 companies had

declassified boards, up from 68% in 2009.38 Management proposals to declassify boards are approved with near

unanimity and shareholder proposals on the topic also receive strong shareholder support; in 2014, shareholder

proposals requesting that companies declassify their boards received average support of 84% (excluding

abstentions and broker non-votes), whereas in 1987, only 16.4% of votes cast favored board declassification.39

Further, a growing number of companies, nearly half of all those targeted by shareholder proposals requesting

that all directors stand for election annually, either recommended shareholders support the proposal or made

no recommendation, a departure from the more traditional management recommendation to vote against

shareholder proposals.

Given our belief that declassified boards promote director accountability, the empirical evidence suggesting

staggered boards reduce a company’s value and the established shareholder opposition to such a structure,

Glass Lewis supports the declassification of boards and the annual election of directors.

Board Composition and Refreshment

Glass Lewis strongly supports routine director evaluation, including independent external reviews, and periodic

board refreshment to foster the sharing of diverse perspectives in the boardroom and the generation of new

ideas and business strategies. Further, we believe the board should evaluate the need for changes to board

composition based on an analysis of skills and experience necessary for the company, as well as the results of

the director evaluations, as opposed to relying solely on age or tenure limits. When necessary, shareholders can

address concerns regarding proper board composition through director elections.

35 Lucian Bebchuk, John Coates IV, Guhan Subramanian, “The Powerful Antitakeover Force of Staggered Boards: Further

Findings and a Reply to Symposium Participants,” 55 Stanford Law Review 885-917 (2002).

36 Lucian Bebchuk, Alma Cohen, “The Costs of Entrenched Boards” (2004).

37 Lucian Bebchuk, Alma Cohen and Charles C.Y. Wang, “Staggered Boards and the Wealth of Shareholders: Evidence from

a Natural Experiment,”

SSRN: http://ssrn.com/abstract=1706806 (2010), p. 26.

38 Spencer Stuart Board Index, 2019, p. 15.

39 Lucian Bebchuk, John Coates IV and Guhan Subramanian, “The Powerful Antitakeover Force of Staggered Boards: Theory,

Evidence, and Policy”.


2024 Benchmark Policy Guidelines — United States	40

In our view, a director’s experience can be a valuable asset to shareholders because of the complex, critical

issues that boards face. This said, we recognize that in rare circumstances, a lack of refreshment can contribute

to a lack of board responsiveness to poor company performance.

We will note as a potential concern instances where the average tenure of non-executive directors is 10 years or

more and no new directors have joined the board in the past five years. While we will be highlighting this as a

potential area of concern, we will not be making voting recommendations strictly on this basis, unless we have

identified other governance or board performance concerns.

On occasion, age or term limits can be used as a means to remove a director for boards that are unwilling to

police their membership and enforce turnover. Some shareholders support term limits as a way to force change

in such circumstances.

While we understand that age limits can aid board succession planning, the long-term impact of age limits

restricts experienced and potentially valuable board members from service through an arbitrary means. We

believe that shareholders are better off monitoring the board’s overall composition, including the diversity of its

members, the alignment of the board’s areas of expertise with a company’s strategy, the board’s approach to

corporate governance, and its stewardship of company performance, rather than imposing inflexible rules that

don’t necessarily correlate with returns or benefits for shareholders.

However, if a board adopts term/age limits, it should follow through and not waive such limits. In cases where

the board waives its term/age limits for two or more consecutive years, Glass Lewis will generally recommend

that shareholders vote against the nominating and/or governance committee chair, unless a compelling

rationale is provided for why the board is proposing to waive this rule, such as consummation of a corporate

transaction.

Board Diversity

Glass Lewis recognizes the importance of ensuring that the board is composed of directors who have a diversity

of skills, thought and experience, as such diversity benefits companies by providing a broad range of

perspectives and insights. Glass Lewis closely reviews the composition of the board for representation of diverse

director candidates.

Board Gender Diversity

We consider the nominating and governance committee to be responsible for ensuring sufficient board

diversity, or for publicly communicating its rationale or a plan for increasing diversity. As such, we will generally

recommend voting against the chair of the nominating committee of a board that is not at least 30 percent

gender diverse, or all members of the nominating committee of a board with no gender diverse directors, at

companies within the Russell 3000 index. For companies outside the Russell 3000 index, our policy requires a

minimum of one gender diverse director.

When making these voting recommendations, we will carefully review a company’s disclosure of its diversity

considerations and may refrain from recommending that shareholders vote against directors when boards have

provided sufficient rationale for the lack of diversity or a plan to address the lack of diversity, including a


2024 Benchmark Policy Guidelines — United States	41

timeline of when the board intends to appoint additional gender diverse directors (generally by the next annual

meeting or as soon as reasonably practicable).

We may extend our gender diversity recommendations to additional members of the nominating committee in

cases where the committee chair is not standing for election due to a classified board, or based on other factors,

including the company’s size and industry, applicable laws in its state of headquarters, and its overall

governance profile.

Board Underrepresented Community Diversity

We will generally recommend against the chair of the nominating committee of a board with fewer than one

director from an underrepresented community on the board at companies within the Russell 1000 index.

We define “underrepresented community director” as an individual who self-identifies as Black, African

American, North African, Middle Eastern, Hispanic, Latino, Asian, Pacific Islander, Native American, Native

Hawaiian, or Alaskan Native, or who self-identifies as a member of the LGBTQIA+ community. For the purposes

of this evaluation, we will rely solely on self-identified demographic information as disclosed in company proxy

statements.

When making these voting recommendations, we will carefully review a company’s disclosure of its diversity

considerations and may refrain from recommending that shareholders vote against directors when boards have

provided a sufficient rationale or plan to address the lack of diversity on the board, including a timeline to

appoint additional directors from an underrepresented community (generally by the next annual meeting or as

soon as reasonably practicable).

We may extend our underrepresented community diversity recommendations to additional members of the

nominating committee in cases where the committee chair is not standing for election due to a classified board,

or based on other factors, including the company’s size and industry, applicable laws in its state of headquarters,

and its overall governance profile.

State Laws on Diversity

Several states have begun to encourage board diversity through legislation. Some state laws imposed

mandatory board composition requirements, while other states have enacted or are considering legislation that

encourages companies to diversify their boards but does not mandate board composition requirements.

Furthermore, several states have enacted or are considering enacting certain disclosure or reporting

requirements in filings made with each respective state annually.

Glass Lewis will recommend in accordance with mandatory board composition requirements set forth in

applicable state laws when they come into effect. We will generally refrain from recommending against

directors when applicable state laws do not mandate board composition requirements, are non-binding, or

solely impose disclosure or reporting requirements.

We note that during 2022, California’s Senate Bill 826 and Assembly Bill 979 regarding board gender and

“underrepresented community” diversity, respectively, were both deemed to violate the equal protection clause

of the California state constitution. These laws are currently in the appeals process.


2024 Benchmark Policy Guidelines — United States	42

Accordingly, where we previously recommended in accordance with mandatory board composition

requirements set forth in California’s SB 826 and AB 979, we will refrain from providing recommendations

pursuant to these state board composition requirements until further notice while we continue to monitor the

appeals process. However, we will continue to monitor compliance with these requirements.

Disclosure of Director Diversity and Skills

Because company disclosure is critical when measuring the mix of diverse attributes and skills of directors, Glass

Lewis assesses the quality of such disclosure in companies’ proxy statements. Accordingly, we reflect how a

company’s proxy statement presents: (i) the board’s current percentage of racial/ethnic diversity; (ii) whether

the board’s definition of diversity explicitly includes gender and/or race/ethnicity; (iii) whether the board has

adopted a policy requiring women and minorities to be included in the initial pool of candidates when selecting

new director nominees (aka “Rooney Rule”); and (iv) board skills disclosure. Such ratings will help inform our

assessment of a company’s overall governance and may be a contributing factor in our recommendations when

additional board-related concerns have been identified.

At companies in the Russell 1000 index that have not provided any disclosure in any of the above categories, we

will generally recommend voting against the chair of the nominating and/or governance committee. Further,

when companies in the Russell 1000 index have not provided any disclosure of individual or aggregate racial/

ethnic minority board demographic information, we will generally recommend voting against the chair of the

nominating and/or governance committee.

Proxy Access

In lieu of running their own contested election, proxy access would not only allow certain shareholders to

nominate directors to company boards but the shareholder nominees would be included on the company’s

ballot, significantly enhancing the ability of shareholders to play a meaningful role in selecting their

representatives. Glass Lewis generally supports affording shareholders the right to nominate director candidates

to management’s proxy as a means to ensure that significant, long-term shareholders have an ability to

nominate candidates to the board.

Companies generally seek shareholder approval to amend company bylaws to adopt proxy access in response to

shareholder engagement or pressure, usually in the form of a shareholder proposal requesting proxy access,

although some companies may adopt some elements of proxy access without prompting. Glass Lewis considers

several factors when evaluating whether to support proposals for companies to adopt proxy access including the

specified minimum ownership and holding requirement for shareholders to nominate one or more directors, as

well as company size, performance and responsiveness to shareholders.

For a discussion of recent regulatory events in this area, along with a detailed overview of the Glass Lewis

approach to shareholder proposals regarding Proxy Access, refer to Glass Lewis’ Proxy Paper Guidelines for

Shareholder Proposals & ESG-Related Issues, available at www.glasslewis.com.


2024 Benchmark Policy Guidelines — United States	43

Majority Vote for Election of Directors

Majority voting for the election of directors is fast becoming the de facto standard in corporate board elections.

In our view, the majority voting proposals are an effort to make the case for shareholder impact on director

elections on a company-specific basis.

While this proposal would not give shareholders the opportunity to nominate directors or lead to elections

where shareholders have a choice among director candidates, if implemented, the proposal would allow

shareholders to have a voice in determining whether the nominees proposed by the board should actually serve

as the overseer-representatives of shareholders in the boardroom. We believe this would be a favorable

outcome for shareholders.

The number of shareholder proposals requesting that companies adopt a majority voting standard has declined

significantly during the past decade, largely as a result of widespread adoption of majority voting or director

resignation policies at U.S. companies. In 2019, 89% of the S&P 500 Index had implemented a resignation policy

for directors failing to receive majority shareholder support, compared to 65% in 2009.40

The Plurality Vote Standard

Today, most U.S. companies still elect directors by a plurality vote standard. Under that standard, if one

shareholder holding only one share votes in favor of a nominee (including that director, if the director is a

shareholder), that nominee “wins” the election and assumes a seat on the board. The common concern among

companies with a plurality voting standard is the possibility that one or more directors would not receive a

majority of votes, resulting in “failed elections.”

Advantages of a Majority Vote Standard

If a majority vote standard were implemented, a nominee would have to receive the support of a majority of the

shares voted in order to be elected. Thus, shareholders could collectively vote to reject a director they believe

will not pursue their best interests. Given that so few directors (less than 100 a year) do not receive majority

support from shareholders, we think that a majority vote standard is reasonable since it will neither result in

many failed director elections nor reduce the willingness of qualified, shareholder-focused directors to serve in

the future. Further, most directors who fail to receive a majority shareholder vote in favor of their election do

not step down, underscoring the need for true majority voting.

We believe that a majority vote standard will likely lead to more attentive directors. Although shareholders only

rarely fail to support directors, the occasional majority vote against a director’s election will likely deter the

election of directors with a record of ignoring shareholder interests. Glass Lewis will therefore generally support

proposals calling for the election of directors by a majority vote, excepting contested director elections.

In response to the high level of support majority voting has garnered, many companies have voluntarily taken

steps to implement majority voting or modified approaches to majority voting. These steps range from a

40 Spencer Stuart Board Index, 2019, p. 15.


2024 Benchmark Policy Guidelines — United States	44

modified approach requiring directors that receive a majority of withheld votes to resign (i.e., a resignation

policy) to actually requiring a majority vote of outstanding shares to elect directors.

We feel that the modified approach does not go far enough because requiring a director to resign is not the

same as requiring a majority vote to elect a director and does not allow shareholders a definitive voice in the

election process. Further, under the modified approach, the corporate governance committee could reject a

resignation and, even if it accepts the resignation, the corporate governance committee decides on the

director’s replacement. And since the modified approach is usually adopted as a policy by the board or a board

committee, it could be altered by the same board or committee at any time.

Conflicting and Excluded Proposals

SEC Rule 14a-8(i)(9) allows companies to exclude shareholder proposals “if the proposal directly conflicts with

one of the company’s own proposals to be submitted to shareholders at the same meeting.” On October 22,

2015, the SEC issued Staff Legal Bulletin No. 14H (SLB 14H) clarifying its rule concerning the exclusion of certain

shareholder proposals when similar items are also on the ballot. SLB 14H increased the burden on companies to

prove to SEC staff that a conflict exists; therefore, many companies still chose to place management proposals

alongside similar shareholder proposals in many cases.

During the 2018 proxy season, a new trend in the SEC’s interpretation of this rule emerged. Upon submission of

shareholder proposals requesting that companies adopt a lower special meeting threshold, several companies

petitioned the SEC for no-action relief under the premise that the shareholder proposals conflicted with

management’s own special meeting proposals, even though the management proposals set a higher threshold

than those requested by the proponent. No-action relief was granted to these companies; however, the SEC

stipulated that the companies must state in the rationale for the management proposals that a vote in favor of

management’s proposal was tantamount to a vote against the adoption of a lower special meeting threshold. In

certain instances, shareholder proposals to lower an existing special meeting right threshold were excluded on

the basis that they conflicted with management proposals seeking to ratify the existing special meeting rights.

We find the exclusion of these shareholder proposals to be especially problematic as, in these instances,

shareholders are not offered any enhanced shareholder right, nor would the approval (or rejection) of the

ratification proposal initiate any type of meaningful change to shareholders’ rights.

In instances where companies have excluded shareholder proposals, such as those instances where special

meeting shareholder proposals are excluded as a result of “conflicting” management proposals, Glass Lewis will

take a case-by-case approach, taking into account the following issues:

•The threshold proposed by the shareholder resolution;

•The threshold proposed or established by management and the attendant rationale for the threshold;

•Whether management’s proposal is seeking to ratify an existing special meeting right or adopt a bylaw

that would establish a special meeting right; and

•The company’s overall governance profile, including its overall responsiveness to and engagement with

shareholders.

Glass Lewis generally favors a 10-15% special meeting right. Accordingly, Glass Lewis will generally recommend

voting for management or shareholder proposals that fall within this range. When faced with conflicting


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proposals, Glass Lewis will generally recommend in favor of the lower special meeting right and will recommend

voting against the proposal with the higher threshold. However, in instances where there are conflicting

management and shareholder proposals and a company has not established a special meeting right, Glass Lewis

may recommend that shareholders vote in favor of the shareholder proposal and that they abstain from a

management-proposed bylaw amendment seeking to establish a special meeting right. We believe that an

abstention is appropriate in this instance in order to ensure that shareholders are sending a clear signal

regarding their preference for the appropriate threshold for a special meeting right, while not directly opposing

the establishment of such a right.

In cases where the company excludes a shareholder proposal seeking a reduced special meeting right by means

of ratifying a management proposal that is materially different from the shareholder proposal, we will generally

recommend voting against the chair or members of the governance committee.

In other instances of conflicting management and shareholder proposals, Glass Lewis will consider the following:

•The nature of the underlying issue;

•The benefit to shareholders of implementing the proposal;

•The materiality of the differences between the terms of the shareholder proposal and management

proposal;

•The context of a company’s shareholder base, corporate structure and other relevant circumstances;

and

•A company’s overall governance profile and, specifically, its responsiveness to shareholders as

evidenced by a company’s response to previous shareholder proposals and its adoption of progressive

shareholder rights provisions.

In recent years, we have seen the dynamic nature of the considerations given by the SEC when determining

whether companies may exclude certain shareholder proposals. We understand that not all shareholder

proposals serve the long-term interests of shareholders, and value and respect the limitations placed on

shareholder proponents, as certain shareholder proposals can unduly burden companies. However, Glass Lewis

believes that shareholders should be able to vote on issues of material importance.

We view the shareholder proposal process as an important part of advancing shareholder rights and

encouraging responsible and financially sustainable business practices. While recognizing that certain proposals

cross the line between the purview of shareholders and that of the board, we generally believe that companies

should not limit investors’ ability to vote on shareholder proposals that advance certain rights or promote

beneficial disclosure. Accordingly, Glass Lewis will make note of instances where a company has successfully

petitioned the SEC to exclude shareholder proposals. If after review we believe that the exclusion of a

shareholder proposal is detrimental to shareholders, we may, in certain very limited circumstances, recommend

against members of the governance committee.


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Transparency and Integrity in Financial

Reporting

Auditor Ratification

The auditor’s role as gatekeeper is crucial in ensuring the integrity and transparency of the financial information

necessary for protecting shareholder value. Shareholders rely on the auditor to ask tough questions and to do a

thorough analysis of a company’s books to ensure that the information provided to shareholders is complete,

accurate, fair, and that it is a reasonable representation of a company’s financial position. The only way

shareholders can make rational investment decisions is if the market is equipped with accurate information

about a company’s fiscal health. As stated in the October 6, 2008 Final Report of the Advisory Committee on the

Auditing Profession to the U.S. Department of the Treasury:

“The auditor is expected to offer critical and objective judgment on the financial matters under

consideration, and actual and perceived absence of conflicts is critical to that expectation. The

Committee believes that auditors, investors, public companies, and other market participants must

understand the independence requirements and their objectives, and that auditors must adopt a mindset

of skepticism when facing situations that may compromise their independence.”

As such, shareholders should demand an objective, competent and diligent auditor who performs at or above

professional standards at every company in which the investors hold an interest. Like directors, auditors should

be free from conflicts of interest and should avoid situations requiring a choice between the auditor’s interests

and the public’s interests. Almost without exception, shareholders should be able to annually review an

auditor’s performance and to annually ratify a board’s auditor selection. Moreover, in October 2008, the

Advisory Committee on the Auditing Profession went even further, and recommended that “to further enhance

audit committee oversight and auditor accountability ... disclosure in the company proxy statement regarding

shareholder ratification [should] include the name(s) of the senior auditing partner(s) staffed on the

engagement.”41

On August 16, 2011, the PCAOB issued a Concept Release seeking public comment on ways that auditor

independence, objectivity and professional skepticism could be enhanced, with a specific emphasis on

mandatory audit firm rotation. The PCAOB convened several public roundtable meetings during 2012 to further

discuss such matters. Glass Lewis believes auditor rotation can ensure both the independence of the auditor and

the integrity of the audit; we will typically recommend supporting proposals to require auditor rotation when

the proposal uses a reasonable period of time (usually not less than 5-7 years), particularly at companies with a

history of accounting problems.

On June 1, 2017, the PCAOB adopted new standards to enhance auditor reports by providing additional

important information to investors. For companies with fiscal year end dates on or after December 15, 2017,

reports were required to include the year in which the auditor began serving consecutively as the company’s

auditor. For large accelerated filers with fiscal year ends of June 30, 2019 or later, and for all other companies

with fiscal year ends of December 15, 2020 or later, communication of critical audit matters (CAMs) will also be

required. CAMs are matters that have been communicated to the audit committee, are related to accounts or

41 “Final Report of the Advisory Committee on the Auditing Profession to the U.S. Department of the Treasury.” p. VIII:20,

October 6, 2008.


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disclosures that are material to the financial statements, and involve especially challenging, subjective, or

complex auditor judgment.

Glass Lewis believes the additional reporting requirements are beneficial for investors. The additional

disclosures can provide investors with information that is critical to making an informed judgment about an

auditor’s independence and performance. Furthermore, we believe the additional requirements are an

important step toward enhancing the relevance and usefulness of auditor reports, which too often are seen as

boilerplate compliance documents that lack the relevant details to provide meaningful insight into a particular

audit.

Voting Recommendations on Auditor Ratification

We generally support management’s choice of auditor except when we believe the auditor’s independence or

audit integrity has been compromised. Where a board has not allowed shareholders to review and ratify an

auditor, we typically recommend voting against the audit committee chair. When there have been material

restatements of annual financial statements or material weaknesses in internal controls, we usually recommend

voting against the entire audit committee.

Reasons why we may not recommend ratification of an auditor include:

•When audit fees plus audit-related fees total less than the tax fees and/or other non-audit fees.

•Recent material restatements of annual financial statements, including those resulting in the reporting

of material weaknesses in internal controls and including late filings by the company where the auditor

bears some responsibility for the restatement or late filing.42

•When the auditor performs prohibited services such as tax-shelter work, tax services for the CEO or CFO,

or contingent-fee work, such as a fee based on a percentage of economic benefit to the company.

•When audit fees are excessively low, especially when compared with other companies in the same

industry.

•When the company has aggressive accounting policies.

•When the company has poor disclosure or lack of transparency in its financial statements.

•Where the auditor limited its liability through its contract with the company or the audit contract

requires the corporation to use alternative dispute resolution procedures without adequate

justification.

•We also look for other relationships or concerns with the auditor that might suggest a conflict between

the auditor’s interests and shareholder interests.

•In determining whether shareholders would benefit from rotating the company’s auditor, where

relevant we will consider factors that may call into question an auditor’s effectiveness, including auditor

tenure, a pattern of inaccurate audits, and any ongoing litigation or significant controversies. When

Glass Lewis considers ongoing litigation and significant controversies, it is mindful that such matters may

involve unadjudicated allegations. Glass Lewis does not assume the truth of such allegations or that the

42 An auditor does not audit interim financial statements. Thus, we generally do not believe that an auditor should be opposed

due to a restatement of interim financial statements unless the nature of the misstatement is clear from a reading of the

incorrect financial statements.


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law has been violated. Instead, Glass Lewis focuses more broadly on whether, under the particular facts

and circumstances presented, the nature and number of such lawsuits or other significant controversies

reflects on the risk profile of the company or suggests that appropriate risk mitigation measures may be

warranted.”

Pension Accounting Issues

A pension accounting question occasionally raised in proxy proposals is what effect, if any, projected returns on

employee pension assets should have on a company’s net income. This issue often arises in the executive-

compensation context in a discussion of the extent to which pension accounting should be reflected in business

performance for purposes of calculating payments to executives.

Glass Lewis believes that pension credits should not be included in measuring income that is used to award

performance-based compensation. Because many of the assumptions used in accounting for retirement plans

are subject to the company’s discretion, management would have an obvious conflict of interest if pay were tied

to pension income. In our view, projected income from pensions does not truly reflect a company’s

performance.


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The Link Between Compensation and

Performance

Glass Lewis carefully reviews the compensation awarded to senior executives, as we believe that this is an

important area in which the board’s priorities are revealed. Glass Lewis strongly believes executive

compensation should be linked directly with the performance of the business the executive is charged with

managing. We believe the most effective compensation arrangements provide for an appropriate mix of

performance-based short- and long-term incentives in addition to fixed pay elements while promoting a prudent

and sustainable level of risk-taking.

Glass Lewis believes that comprehensive, timely and transparent disclosure of executive pay is critical to

allowing shareholders to evaluate the extent to which pay is aligned with company performance. When

reviewing proxy materials, Glass Lewis examines whether the company discloses the performance metrics used

to determine executive compensation. We recognize performance metrics must necessarily vary depending on

the company and industry, among other factors, and may include a wide variety of financial measures as well as

industry-specific performance indicators. However, we believe companies should disclose why the specific

performance metrics were selected and how the actions they are designed to incentivize will lead to better

corporate performance.

Moreover, it is rarely in shareholders’ interests to disclose competitive data about individual salaries below the

senior executive level. Such disclosure could create internal personnel discord that would be counterproductive

for the company and its shareholders. We do not believe shareholders need or will benefit from detailed

reports about individual management employees other than the most senior executives.

Advisory Vote on Executive Compensation (Say-

on-Pay)

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) required most

companies to hold an advisory vote on executive compensation at the first shareholder meeting that occurs six

months after enactment of the bill (January 21, 2011).

This practice of allowing shareholders a non-binding vote on a company’s compensation report is standard

practice in many non-U.S. countries, and has been a requirement for most companies in the United Kingdom

since 2003 and in Australia since 2005. Although say-on-pay proposals are non-binding, a high level of

“against” or “abstain” votes indicates substantial shareholder concern about a company’s compensation policies

and procedures.

Given the complexity of most companies’ compensation programs, Glass Lewis applies a highly nuanced

approach when analyzing advisory votes on executive compensation. We review each company’s compensation

on a case-by-case basis, recognizing that each company must be examined in the context of industry, size,

maturity, performance, financial condition, its historic pay for performance practices, and any other relevant

internal or external factors.


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We believe that each company should design and apply specific compensation policies and practices that are

appropriate to the circumstances of the company and, in particular, will attract and retain competent executives

and other staff, while motivating them to grow the company’s long-term shareholder value.

Where we find those specific policies and practices serve to reasonably align compensation with performance,

and such practices are adequately disclosed, Glass Lewis will recommend supporting the company’s approach.

If, however, those specific policies and practices fail to demonstrably link compensation with performance, Glass

Lewis will generally recommend voting against the say-on-pay proposal.

Glass Lewis reviews say-on-pay proposals on both a qualitative basis and a quantitative basis, with a focus on

several main areas:

•The overall design and structure of the company’s executive compensation programs including selection

and challenging nature of performance metrics;

•The implementation and effectiveness of the company’s executive compensation programs including

pay mix and use of performance metrics in determining pay levels;

•The quality and content of the company’s disclosure;

•The quantum paid to executives; and

•The link between compensation and performance as indicated by the company’s current and past pay-

for-performance grades.

We also review any significant changes or modifications, including post fiscal year-end changes and one-time

awards, particularly where the changes touch upon issues that are material to Glass Lewis recommendations.

Additionally, while we recognize their rarity in the U.S. market, beneficial features such as but not limited to

post-vesting and/or post-retirement holding requirements may be viewed positively in our holistic analysis.

Say-on-Pay Voting Recommendations

In cases where we find deficiencies in a company’s compensation program’s design, implementation or

management, we will recommend that shareholders vote against the say-on-pay proposal. Generally, such

instances include:

•Evidence of a pattern of poor pay-for-performance practices (e.g., deficient or failing pay-for-

performance grades or a misalignment between incentive payouts and the shareholder experience),

•Unclear or questionable disclosure regarding the overall compensation structure (e.g., limited

information regarding benchmarking processes, limited rationale for bonus performance metrics and

targets, etc.),

•Questionable adjustments to certain aspects of the overall compensation structure (e.g., limited

rationale for significant changes to performance targets or metrics, the payout of guaranteed bonuses

or sizable retention grants, etc.), and/or

•Other egregious compensation practices.

Glass Lewis approaches its analysis of executive compensation programs on a case-by-case basis. Glass Lewis

reviews all factors related to named executive officer compensation, including quantitative analyses, structural

features, the presence of effective best practice policies, disclosure quality and trajectory-related factors. Except

for particularly egregious pay decisions and practices, no one factor would ordinarily lead to an unfavorable


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recommendation without a review of the company’s rationale and/or the influence of such decisions or

practices on other aspects of the pay program, most notably the company’s ability to align executive pay with

performance and the shareholder experience.

Although not an exhaustive list, the following factors are viewed negatively. When weighed together, they may

cause Glass Lewis to recommend voting against a say-on-pay vote:

•Inappropriate or outsized self-selected peer groups and/or benchmarking issues such as compensation

targets set well above the median without adequate justification;

•Egregious or excessive bonuses, equity awards, perquisites or severance payments, including golden

handshakes and golden parachutes;

•Insufficient response to low shareholder support;

•Problematic contractual payments, such as guaranteed bonuses;

•Adjustments to performance results that lead to problematic pay outcomes;

•Insufficiently challenging performance targets and/or high potential payout opportunities;

•Performance targets lowered without justification;

•Discretionary bonuses paid when short- or long-term incentive plan targets were not met;

•High executive pay relative to peers that is not justified by outstanding company performance; and

•The terms of the long-term incentive plans are inappropriate (please see “Long-Term Incentives”).

The aforementioned issues influence Glass Lewis’ assessment of the structure of a company’s compensation

program. We evaluate structure on a “Good, Fair, Poor” rating scale whereby a “Good” rating represents a

compensation program with little to no concerns and market-leading practices, a “Fair” rating represents a

compensation program with some concerns but general adherence to best practices and a “Poor” rating

represents a compensation program that deviates significantly from best practice or contains one or more

egregious compensation practices.

We believe that it is important for companies to provide investors with clear and complete disclosure of all the

significant terms of compensation arrangements. Similar to structure, we evaluate disclosure on a “Good, Fair,

Poor” rating scale. A “Good” rating represents a thorough discussion of all elements of compensation with

rationale. A “Fair” rating represents an adequate discussion of all or most elements of compensation with

rationale. A “Poor” rating represents an incomplete or absent discussion of compensation. In instances where a

company has simply failed to provide sufficient disclosure of its policies, we may recommend shareholders vote

against this proposal solely on this basis, regardless of the appropriateness of compensation levels. Glass Lewis

understands that regulatory disclosure rules such as smaller reporting company disclosure standards may

condone the omission of key executive compensation information. However, we believe that companies should

provide sufficient information in the proxy statement to enable shareholders to vote in an informed manner.

In general, most companies will fall within the “Fair” range for both structure and disclosure, and Glass Lewis

largely uses the “Good” and “Poor” ratings to highlight outliers.

Where we identify egregious compensation practices, we may also recommend voting against the compensation

committee based on the practices or actions of its members during the year. Such practices may include

approving large one-off payments, the inappropriate, unjustified use of discretion, or sustained poor pay for

performance practices. (Refer to the section on "Compensation Committee Performance" for more

information.)


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Company Responsiveness

When companies receive a significant level of shareholder opposition to a say-on-pay proposal, which occurs

when more than 20% of votes on the proposal are cast as AGAINST and/or ABSTAIN, we believe the board

should demonstrate a commensurate level of engagement and responsiveness to the concerns behind the

disapproval, with a particular focus on responding to shareholder feedback. When assessing the level of

opposition to say-on-pay proposals, we may further examine the level of opposition among disinterested

shareholders as an independent group. While we recognize that sweeping changes cannot be made to a

compensation program without due consideration, and that often a majority of shareholders may have voted in

favor of the proposal, given that the average approval rate for say-on-pay proposals is about 90%, we believe

the compensation committee should demonstrate in its proxy statement a level of response to a significant vote

against. In general, our expectations regarding the minimum appropriate levels of responsiveness will

correspond with the level of shareholder opposition, as expressed both through the magnitude of opposition in

a single year, and through the persistence of shareholder disapproval over time.

Responses we consider appropriate include engaging with large shareholders, especially dissenting

shareholders, to identify their concerns, and, where reasonable, implementing changes and/or making

commitments that directly address those concerns within the company’s compensation program. In cases where

particularly egregious pay decisions caused the say on pay proposal to fail, Glass Lewis will closely consider

whether any changes were made directly relating to the pay decision that may address structural concerns that

shareholders have. In the absence of any evidence in the disclosure that the board is actively engaging

shareholders on these issues and responding accordingly, we may recommend holding compensation

committee members accountable for failing to adequately respond to shareholder opposition. Regarding such

recommendations, careful consideration will be given to the level of shareholder protest and the severity and

history of compensation practices.

Pay for Performance

Glass Lewis believes an integral part of a well-structured compensation package is a successful link between pay

and performance. Our proprietary pay-for-performance model, which serves as our primary quantitative

analysis, was developed to better evaluate the link between pay and performance. Generally, compensation and

performance are measured against a peer group of appropriate companies that may overlap, to a certain extent,

with a company’s self-disclosed peers. This quantitative analysis provides a consistent framework and historical

context for our clients to determine how well companies link executive compensation to relative performance.

Companies that demonstrate a weaker link are more likely to receive a negative recommendation; however,

other qualitative factors such as overall incentive structure, significant forthcoming changes to the

compensation program or reasonable long-term payout levels may mitigate our concerns to a certain extent.

While we assign companies a letter grade of A, B, C, D or F based on the alignment between pay and

performance under our primary model, the grades derived from the Glass Lewis pay-for-performance analysis

do not follow the traditional U.S. school letter grade system. Rather, the grades are generally interpreted as

follows:

Grade of A: The company’s percentile rank for pay is significantly less than its percentile rank for performance

Grade of B: The company’s percentile rank for pay is moderately less than its percentile rank for performance


2024 Benchmark Policy Guidelines — United States	53

Grade of C: The company’s percentile rank for pay is approximately aligned with its percentile rank for

performance

Grade of D: The company’s percentile rank for pay is higher than its percentile rank for performance

Grade of F: The company’s percentile rank for pay is significantly higher than its percentile rank for performance

Separately, a specific comparison between the company’s executive pay and its peers’ executive pay levels may

be discussed in the analysis for additional insight into the grade. Likewise, a specific comparison between the

company’s performance and its peers’ performance is reflected in the analysis for further context.

We use this analysis to inform our voting decisions on say-on-pay proposals. If a company receives a “D” or “F”

from our proprietary model, we are more likely to recommend that shareholders vote against the say-on-pay

proposal. However, important supplemental quantitative factors like analyses of realized pay levels and the

“compensation actually paid” data mandated by the SEC’s 2022 final rule regarding pay versus performance may

be considered, and other qualitative factors such as an effective overall incentive structure, the relevance of

selected performance metrics, significant forthcoming enhancements or reasonable long-term payout levels

may give us cause to recommend in favor of a proposal even when we have identified a disconnect between pay

and performance.

In determining the peer groups used in our pay-for-performance letter grades, Glass Lewis utilizes a proprietary

methodology that considers both market and industry peers, along with each company’s self-disclosed peers

and peers of those company-disclosed peers. Each component is considered on a weighted basis and is subject

to size-based ranking and screening. Since the peer group used is based on an independent, proprietary

technique, it will often differ from the one used by the company which, in turn, will affect the resulting analyses.

While Glass Lewis believes that the independent, rigorous methodology it uses provides a valuable perspective

on the company’s compensation program, the company’s self-selected peer group may also presented in the

Proxy Paper for comparative purposes and for supplemental analyses.

Short-Term Incentives

A short-term bonus or incentive (STI) should be demonstrably tied to performance. Whenever possible, we

believe a mix of corporate and individual performance measures is appropriate. We would normally expect

performance measures for STI plans to be based on company-wide or divisional financial measures as well as

non-financial, qualitative or non-formulaic factors such as those related to safety, environmental issues, and

customer satisfaction when they are material to the company’s overall health. While we recognize that

companies operating in different sectors or markets may seek to utilize a wide range of metrics, we expect such

measures to be appropriately tied to a company’s business drivers.

Further, the threshold, target and maximum performance goals and corresponding payout levels that can be

achieved under STI plans should be disclosed. Shareholders should expect stretching performance targets for

the maximum award to be achieved. Any increase in the potential target and maximum award should be clearly

justified to shareholders, as should any decrease in target and maximum performance levels from the previous

year.

Glass Lewis recognizes that disclosure of some measures or performance targets may include commercially

confidential information. Therefore, we believe it may be reasonable to exclude such information in some cases


2024 Benchmark Policy Guidelines — United States	54

as long as the company provides sufficient justification for non-disclosure. However, where a short-term bonus

has been paid, companies should disclose the extent to which performance has been achieved against relevant

targets, including disclosure of the actual target achieved.

Where management has received significant short-term incentive payments but overall performance and/or the

shareholder experience over the measurement year prima facie appears to be poor or negative, we believe the

company should provide a clear explanation of why these significant short-term payments were made. We also

believe any significant changes to the program structure should be accompanied by rationalizing disclosure.

Further, where a company has applied upward discretion, which includes lowering goals mid-year, increasing

calculated payouts or retroactively pro-rating performance periods, we expect a robust discussion of why the

decision was necessary.

Adjustments to GAAP figures may be considered in Glass Lewis’ assessment of the effectiveness of the incentive

at tying executive pay with performance. We believe that where companies use non-GAAP or bespoke metrics,

clear reconciliations between these figures and GAAP figures in audited financial statements should be provided.

Moreover, Glass Lewis believes that in circumstances where significant adjustments were applied to

performance results, thorough, detailed discussion of adjustments akin to a GAAP-to-non-GAAP reconciliation

and their impact on payouts within the proxy statement is warranted. The absence of such enhanced disclosure

for significant adjustments will impact Glass Lewis' assessment of the quality of disclosure and, in turn, may play

a role in the overall recommendation for the advisory vote on executive compensation.

Glass Lewis recognizes the importance of the compensation committee’s prudent and responsible exercise of

discretion over incentive pay outcomes to account for significant, material events that would otherwise be

excluded from performance results of selected metrics of incentive programs. For instance, litigation settlement

charges are typically removed from non-GAAP results before the determination of formulaic incentive payouts,

or health and safety failures may not be reflected in performance results where companies do not expressly

include health and safety metrics in incentive plans. Such events may nevertheless be consequential to

corporate performance results, impact the shareholder experience, and, in some cases, may present material

risks. Conversely, certain events may adversely impact formulaic payout results despite being outside

executives' control. We believe that companies should provide thorough discussion of how such events were

considered in the committee’s decisions to exercise discretion over incentive payouts.

We do not generally recommend against a pay program due to the use of a non-formulaic plan. If a company has

chosen to rely primarily on a subjective assessment or the board’s discretion in determining short-term bonuses,

we believe that the proxy statement should provide a meaningful discussion of the board’s rationale in

determining the bonuses paid as well as a rationale for the use of a non-formulaic mechanism. Particularly

where the aforementioned disclosures are substantial and satisfactory, such a structure will not provoke serious

concern in our analysis on its own. However, in conjunction with other significant issues in a program’s design or

operation, such as a disconnect between pay and performance, the absence of a cap on payouts, or a lack of

performance-based long-term awards, the use of a non-formulaic bonus may help drive a negative

recommendation.


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Long-Term Incentives

Glass Lewis recognizes the value of equity-based incentive programs, which are often the primary long-term

incentive for executives. When used appropriately, they can provide a vehicle for linking an executive’s pay to

company performance, thereby aligning their interests with those of shareholders. In addition, equity-based

compensation can be an effective way to attract, retain and motivate key employees.

There are certain elements that Glass Lewis believes are common to most well-structured long-term incentive

(LTI) plans. These include:

•No re-testing or lowering of performance conditions;

•Performance metrics that cannot be easily manipulated by management;

•Two or more performance metrics;

•At least one relative performance metric that compares the company’s performance to a relevant peer

group or index;

•Performance periods of at least three years;

•Stretching metrics that incentivize executives to strive for outstanding performance while not

encouraging excessive risk-taking;

•Reasonable individual award limits;

•Equity granting practices that are clearly disclosed and

•Additional post-vesting holding periods to encourage long-term executive share ownership.

In evaluating long-term incentive grants, Glass Lewis generally believes that at least half of the grant should

consist of performance-based awards, putting a material portion of executive compensation at-risk and

demonstrably linked to the performance of the company. While we will consistently raise concern with

programs that do not meet this criterion, we may refrain from a negative recommendation in the absence of

other significant issues with the program’s design or operation. However, in cases where performance-based

awards are significantly rolled back or eliminated from a company’s long-term incentive plan, such decisions will

generally be viewed negatively outside of exceptional circumstances. Given the reduction in rigor and

accountability in the pay program, Glass Lewis will assess the revision’s impact on the pay program’s ability to

align executive pay with performance and shareholder experience; programs that fail our assessment may

receive an unfavorable recommendation. They may also lead to an unfavorable recommendation from Glass

Lewis if the change is not offset by meaningful revisions such as to pay quantum and vesting periods, particularly

in the absence of cogent rationale.

As with the short-term incentive, Glass Lewis recognizes the importance of the compensation committee’s

judicious and responsible exercise of discretion over incentive pay outcomes to account for significant events

that would otherwise be excluded from performance results of selected metrics of incentive programs. We

believe that companies should provide thorough discussion of how such events were considered in the

committee’s decisions to exercise discretion or refrain from applying discretion over incentive pay outcomes.

Furthermore, considerations related to the use of non-GAAP metrics under the STI plan similarly apply to the

long-term incentive program.

Performance measures should be carefully selected and should relate to the specific business/industry in which

the company operates and, especially, to the key value drivers of the company’s business. As with short-term


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incentive plans, the basis for any adjustments to metrics or results should be clearly explained, as should the

company’s judgment on the use of discretion and any significant changes to the performance program structure.

While cognizant of the inherent complexity of certain performance metrics, Glass Lewis generally believes that

measuring a company’s performance with multiple metrics serves to provide a more complete picture of the

company’s performance than a single metric. Further, reliance on just one metric may focus too much

management attention on a single target and is therefore more susceptible to manipulation. When utilized for

relative measurements, external benchmarks such as a sector index or peer group should be disclosed and

transparent. The rationale behind the selection of a specific index or peer group should also be disclosed.

Internal performance benchmarks should also be disclosed and transparent, unless a cogent case for

confidentiality is made and fully explained. Similarly, actual performance and vesting levels for previous grants

earned during the fiscal year should be disclosed.

We also believe shareholders should evaluate the relative success of a company’s compensation programs,

particularly with regard to existing equity-based incentive plans, in linking pay and performance when evaluating

potential changes to LTI plans and determining the impact of additional stock awards. We will therefore review

the company’s pay-for-performance analyses (see above for more information) and specifically the proportion

of total compensation that is stock-based.

Grants of Front-Loaded Awards

Many U.S. companies have chosen to provide large grants, usually in the form of equity awards, that are

intended to serve as compensation for multiple years. This practice, often called front-loading, is taken up either

in the regular course of business or as a response to specific business conditions and with a predetermined

objective. The so-called “mega-grant”, an outsized award to one individual sometimes valued at over $100

million is sometimes but not always provided as a front-loaded award. We believe shareholders should generally

be wary of this granting approach, and we accordingly weigh these grants with particular scrutiny.

While the use of front-loaded awards is intended to lock-in executive service and incentives, the same rigidity

also raises the risk of effectively tying the hands of the compensation committee. As compared with a more

responsive annual granting schedule program, front-loaded awards may preclude improvements or changes to

reflect evolving business strategies or to respond to other unforeseen factors. Additionally, if structured poorly,

early vesting of such awards may reduce or eliminate the retentive power at great cost to shareholders. The

considerable emphasis on a single grant can place intense pressures on every facet of its design, amplifying any

potential perverse incentives and creating greater room for unintended consequences. In particular, provisions

around changes of control or separations of service must ensure that executives do not receive excessive

payouts that do not reflect shareholder experience or company performance.

We consider a company’s rationale for granting awards under this structure and also expect any front-loaded

awards to include a firm commitment not to grant additional awards for a defined period, as is commonly

associated with this practice. Even when such a commitment is provided, unexpected circumstances may lead

the board to make additional payments or awards for retention purposes, or to incentivize management

towards more realistic goals or a revised strategy. If a company breaks its commitment not to grant further

awards, we may recommend against the pay program unless a convincing rationale is provided. The multiyear

nature of these awards generally lends itself to significantly higher compensation figures in the year of grant


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than might otherwise be expected. In our qualitative analysis of the grants of front-loaded awards to executives,

Glass Lewis considers the quantum of the award on an annualized basis and may compare this result to the prior

practice and peer data, among other benchmarks. Additionally, for awards that are granted in the form of

equity, Glass Lewis may consider the total potential dilutive effect of such award on shareholders.

In situations where the front-loaded award was meant to cover a certain portion of the regular long-term

incentive grant for each year during the covered period, our analysis of the value of the remaining portion of the

regular long-term incentives granted during the period covered by the award will account for the annualized

value of the front-loaded portion, and we expect no supplemental grant be awarded during the vesting period of

the front-loaded portion.

Linking Executive Pay to Environmental and Social Criteria

Glass Lewis believes that explicit environmental and/or social (E&S) criteria in executive incentive plans, when

used appropriately, can serve to provide both executives and shareholders a clear line of sight into a company’s

ESG strategy, ambitions, and targets. Although we are strongly supportive of companies’ incorporation of

material E&S risks and opportunities in their long-term strategic planning, we believe that the inclusion of E&S

metrics in compensation programs should be predicated on each company’s unique circumstances. In order to

establish a meaningful link between pay and performance, companies must consider factors including their

industry, size, risk profile, maturity, performance, financial condition, and any other relevant internal or external

factors.

When a company is introducing E&S criteria into executive incentive plans, we believe it is important that

companies provide shareholders with sufficient disclosure to allow them to understand how these criteria align

withtheir strategies. Additionally, Glass Lewis recognizes that there may be situations where certain E&S

performance criteria are reasonably viewed as prerequisites for executive performance, as opposed to

behaviors and conditions that need to be incentivized. For example, we believe that shareholders should

interrogate the use of metrics that award executives for ethical behavior or compliance with policies and

regulations. It is our view that companies should provide shareholders with disclosures that clearly lay out the

rationale for selecting specific E&S metrics, the target-setting process, and corresponding payout opportunities.

Further, particularly in the case of qualitative metrics, we believe that shareholders should be provided with a

clear understanding of the basis on which the criteria will be assessed. Where quantitative targets have been

set, we believe that shareholders are best served when these are disclosed on an ex-ante basis, or the board

should outline why it believes it is unable to do so.

While we believe that companies should generally set long-term targets for their environmental and social

ambitions, we are mindful that not all compensation schemes lend themselves to the inclusion of E&S metrics.

We also are of the view that companies should retain flexibility in not only choosing to incorporate E&S metrics

in their compensation plans, but also in the placement of these metrics. For example, some companies may

resolve that including E&S criteria in the annual bonus may help to incentivize the achievement of short-term

milestones and allow for more maneuverability in strategic adjustments to long-term goals. Other companies

may determine that their long-term sustainability targets are best achieved by incentivizing executives through

metrics included in their long-term incentive plans.


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One-Time Awards

Glass Lewis believes shareholders should generally be wary of awards granted outside of the standard incentive

schemes, as such awards have the potential to undermine the integrity of a company’s regular incentive plans or

the link between pay and performance, or both. We generally believe that if the existing incentive programs fail

to provide adequate incentives to executives, companies should redesign their compensation programs rather

than make additional grants.

However, Glass Lewis reviews grants of supplemental awards on a case-by-case, company-by-company basis to

give adequate consideration for unique circumstances. Companies should provide a thorough description of the

awards, including a cogent and convincing explanation of their necessity and why existing awards do not provide

sufficient motivation and a discussion of how the quantum of the award and its structure were determined.

Further, such awards should be tied to future service and performance whenever possible.

Additionally, we believe companies making supplemental or one-time awards should also describe if and how

the regular compensation arrangements will be affected by these additional grants. In reviewing a company’s

use of supplemental awards, Glass Lewis will evaluate the terms and size of the grants in the context of the

company’s overall incentive strategy and granting practices, as well as the current operating environment.

Contractual Payments and Arrangements

Beyond the quantum of contractual payments, Glass Lewis will also consider the design of any entitlements.

Certain executive employment terms may help to drive a negative recommendation, including, but not limited

to:

•Excessively broad change in control triggers;

•Inappropriate severance entitlements;

•Inadequately explained or excessive sign-on arrangements;

•Guaranteed bonuses (especially as a multiyear occurrence); and

•Failure to address any concerning practices in amended employment agreements.

In general, we are wary of terms that are excessively restrictive in favor of the executive, or that could

potentially incentivize behaviors that are not in a company’s best interest.

Sign-on Awards and Severance Benefits

We acknowledge that there may be certain costs associated with transitions at the executive level. In evaluating

the size of severance and sign-on arrangements, we may consider the executive’s regular target compensation

level, or the sums paid to other executives (including the recipient’s predecessor, where applicable) in

evaluating the appropriateness of such an arrangement.

We believe sign-on arrangements should be clearly disclosed and accompanied by a meaningful explanation of

the payments and the process by which the amounts were reached. Further, the details of and basis for any

“make-whole” payments (paid as compensation for awards forfeited from a previous employer) should be

provided.


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With respect to severance, we believe companies should abide by predetermined payouts in most

circumstances. While in limited circumstances some deviations may not be inappropriate, we believe

shareholders should be provided with a meaningful explanation of any additional or increased benefits agreed

upon outside of regular arrangements. However, where Glass Lewis determines that such predetermined

payouts are particularly problematic or unfavorable to shareholders, we may consider the execution of such

payments in a negative recommendation for the advisory vote on executive compensation.

In the U.S. market, most companies maintain severance entitlements based on a multiple of salary and, in many

cases, bonus. In almost all instances we see, the relevant multiple is three or less, even in the case of a change in

control. We believe the basis and total value of severance should be reasonable and should not exceed the

upper limit of general market practice. We consider the inclusion of long-term incentives in cash severance

calculations to be inappropriate, particularly given the commonality of accelerated vesting and the proportional

weight of long-term incentives as a component of total pay. Additional considerations, however, will be

accounted for when reviewing atypically structured compensation approaches.

Change in Control

Glass Lewis considers double-trigger change in control arrangements, which require both a change in control

and termination or constructive termination, to be best practice. Any arrangement that is not explicitly double-

trigger may be considered a single-trigger or modified single-trigger arrangement. Companies that allow for

committee discretion over the treatment of unvested awards should commit to providing clear rationale for the

committee's ultimate decision as to how such awards should be treated in the event a change in control occurs.

Further, we believe that excessively broad definitions of change in control are potentially problematic as they

may lead to situations where executives receive additional compensation where no meaningful change in status

or duties has occurred.

Excise Tax Gross-ups

Among other entitlements, Glass Lewis is strongly opposed to excise tax gross-ups related to IRC § 4999 and

their expansion, especially where no consideration is given to the safe harbor limit. We believe that under no

normal circumstance is the inclusion of excise tax gross-up provisions in new agreements or the addition of such

provisions to amended agreements acceptable. In consideration of the fact that minor increases in change-in-

control payments can lead to disproportionately large excise taxes, the potential negative impact of tax gross-

ups far outweighs any retentive benefit.

Depending on the circumstances, the addition of new gross-ups around this excise tax may lead to negative

recommendations for a company’s say-on-pay proposal, the chair of the compensation committee, or the entire

committee, particularly in cases where a company had committed not to provide any such entitlements in the

future. For situations in which the addition of new excise tax gross ups will be provided in connection with a

specific change-in-control transaction, this policy may be applied to the say-on-pay proposal, the golden

parachute proposal and recommendations related to the compensation committee for all involved corporate

parties, as appropriate.


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Amended Employment Agreements

Any contractual arrangements providing for problematic pay practices which are not addressed in materially

amended employment agreements will potentially be viewed by Glass Lewis as a missed opportunity on the part

of the company to align its policies with current best practices. Such problematic pay practices include, but are

not limited to, excessive change in control entitlements, modified single-trigger change in control entitlements,

excise tax gross-ups, and multi-year guaranteed awards.

Recoupment Provisions (Clawbacks)

On October 26, 2022, the SEC adopted Rule 10D-1 under the Securities Exchange Act of 1934. The rule mandates

national securities exchanges and associations to promulgate new listing standards requiring companies to

maintain recoupment policies (“clawback provisions”). The final clawback listing standards were approved by

the SEC, effective October 2, 2023 and required listed companies to adopt a compliant policy by December 1,

2023. Glass Lewis believes that clawback provisions play an important role in mitigating excessive risk-taking

that may be encouraged by poorly structured variable incentive programs. Current listing standards require

recoupment of erroneously awarded payouts to current and former executive officers in the event of an

accounting restatement or correction to previous financial statements that is material to the current period,

regardless of fault or misconduct.

Glass Lewis recognizes that excessive risk-taking that can materially and adversely impact shareholders may not

necessarily result in such restatements. We believe that clawback policies should allow recovery from current

and former executive officers in the event of a restatement of financial results or similar revision of performance

indicators upon which the awards were based. Additionally, recoupment policies should provide companies with

the ability to claw back variable incentive payments (whether time-based or performance-based) when there is

evidence of problematic decisions or actions, such as material misconduct, a material reputational failure,

material risk management failure, or a material operational failure, the consequences of which have not already

been reflected in incentive payments and where recovery is warranted.

In situations where the company ultimately determines not to follow through with recovery, Glass Lewis will

assess the appropriateness of such determination for each case. A thorough, detailed discussion of the

company's decision to not pursue recoupment and, if applicable, how the company has otherwise rectified the

disconnect between executive pay outcomes and negative impacts of their actions on the company and the

shareholder experience will be considered. The absence of such enhanced disclosure may impact Glass Lewis'

assessment of the quality of disclosure and, in turn, may play a role in Glass Lewis' overall recommendation for

the advisory vote on executive compensation. The clawback policy should provide recoupment authority

regardless of whether the employment of the executive officer was terminated with or without cause.

Hedging of Stock

Glass Lewis believes that the hedging of shares by executives in the shares of the companies where they are

employed severs the alignment of interests of the executive with shareholders. We believe companies should

adopt strict policies to prohibit executives from hedging the economic risk associated with their share ownership

in the company.


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Pledging of Stock

Glass Lewis believes that shareholders should examine the facts and circumstances of each company rather than

apply a one-size-fits-all policy regarding employee stock pledging. Glass Lewis believes that shareholders benefit

when employees, particularly senior executives, have meaningful financial interest in the success of the

company under their management, and therefore we recognize the benefits of measures designed to encourage

employees to both buy shares out of their own pocket and to retain shares they have been granted; blanket

policies prohibiting stock pledging may discourage executives and employees from doing either.

However, we also recognize that the pledging of shares can present a risk that, depending on a host of factors,

an executive with significant pledged shares and limited other assets may have an incentive to take steps to

avoid a forced sale of shares in the face of a rapid stock price decline. Therefore, to avoid substantial losses from

a forced sale to meet the terms of the loan, the executive may have an incentive to boost the stock price in the

short term in a manner that is unsustainable, thus hurting shareholders in the long-term. We also recognize

concerns regarding pledging may not apply to less senior employees, given the latter group’s significantly more

limited influence over a company’s stock price. Therefore, we believe that the issue of pledging shares should be

reviewed in that context, as should policies that distinguish between the two groups.

Glass Lewis believes that the benefits of stock ownership by executives and employees may outweigh the risks

of stock pledging, depending on many factors. As such, Glass Lewis reviews all relevant factors in evaluating

proposed policies, limitations and prohibitions on pledging stock, including:

•The number of shares pledged;

•The percentage executives’ pledged shares are of outstanding shares;

•The percentage executives’ pledged shares are of each executive’s shares and total assets;

•Whether the pledged shares were purchased by the employee or granted by the company;

•Whether there are different policies for purchased and granted shares;

•Whether the granted shares were time-based or performance-based;

•The overall governance profile of the company;

•The volatility of the company’s stock (in order to determine the likelihood of a sudden stock price drop);

•The nature and cyclicality, if applicable, of the company’s industry;

•The participation and eligibility of executives and employees in pledging;

•The company’s current policies regarding pledging and any waiver from these policies for employees

and executives; and

•Disclosure of the extent of any pledging, particularly among senior executives.

Executive Ownership Guidelines

The alignment between shareholder interests and those of executives helps to ensure that executives are acting

in the best long-term interests of disinterested shareholders. Companies should facilitate this relationship

through the adoption and enforcement of meaningful minimum executive share ownership requirements.

Companies should clearly disclose their executive ownership requirements in their Compensation Discussion and

Analysis section and how the various types of outstanding equity awards are counted or excluded from the

ownership level calculation.


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In determining whether executives have met the requirements or not, the inclusion of unearned performance-

based full value awards and/or unexercised stock options without cogent rationale may be viewed as

problematic. While Glass Lewis views the inclusion of unearned performance-based equity in the ownership

determination renders executive share ownership policies less effective, we continue to believe that

performance-based equity compensation plays an important role in the separate issue of aligning executive pay

with performance.

Compensation Consultant Independence

As mandated by Section 952 of the Dodd-Frank Act, as of January 11, 2013, the SEC approved listing

requirements for both the NYSE and NASDAQ which require compensation committees to consider six factors

(https://www.sec.gov/rules/final/2012/33-9330.pdf, p.31-32) in assessing compensation advisor independence.

According to the SEC, “no one factor should be viewed as a determinative factor.” Glass Lewis believes this six-

factor assessment is an important process for every compensation committee to undertake but believes

companies employing a consultant for board compensation, consulting and other corporate services should

provide clear disclosure beyond just a reference to examining the six points, in order to allow shareholders to

review the specific aspects of the various consultant relationships.

We believe compensation consultants are engaged to provide objective, disinterested, expert advice to the

compensation committee. When the consultant or its affiliates receive substantial income from providing other

services to the company, we believe the potential for a conflict of interest arises and the independence of the

consultant may be jeopardized. Therefore, Glass Lewis will, when relevant, note the potential for a conflict of

interest when the fees paid to the advisor or its affiliates for other services exceed those paid for compensation

consulting.

CEO Pay Ratio

As mandated by Section 953(b) of the Dodd-Frank Wall Street Consumer and Protection Act, beginning in 2018,

issuers will be required to disclose the median annual total compensation of all employees except the CEO, the

total annual compensation of the CEO or equivalent position, and the ratio between the two amounts. Glass

Lewis will display the pay ratio as a data point in our Proxy Papers, as available. While we recognize that the pay

ratio has the potential to provide additional insight when assessing a company’s pay practices, at this time it will

not be a determinative factor in our voting recommendations. On the other hand, we believe the underlying

data may help shareholders evaluate the rationale for certain executive pay decisions such as increases in fixed

pay levels.

Frequency of Say-on-Pay

The Dodd-Frank Act also requires companies to allow shareholders a non-binding vote on the frequency of say-

on-pay votes (i.e., every one, two or three years). Additionally, Dodd-Frank requires companies to hold such

votes on the frequency of say-on-pay votes at least once every six years.

We believe companies should submit say-on-pay votes to shareholders every year. We believe that the time and

financial burdens to a company with regard to an annual vote are relatively small and incremental and are


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outweighed by the benefits to shareholders through more frequent accountability. Implementing biannual or

triennial votes on executive compensation limits shareholders’ ability to hold the board accountable for its

compensation practices through means other than voting against the compensation committee. Unless a

company provides a compelling rationale or unique circumstances for say-on-pay votes less frequent than

annually, we will generally recommend that shareholders support annual votes on compensation.

Vote on Golden Parachute Arrangements

The Dodd-Frank Act also requires companies to provide shareholders with a separate non-binding vote on

approval of golden parachute compensation arrangements in connection with certain change-in-control

transactions. However, if the golden parachute arrangements have previously been subject to a say-on-pay vote

which shareholders approved, then this required vote is waived.

Glass Lewis believes the narrative and tabular disclosure of golden parachute arrangements benefits all

shareholders. Glass Lewis analyzes each golden parachute arrangement on a case-by-case basis, taking into

account, among other items: the nature of the change-in-control transaction, the ultimate value of the

payments particularly compared to the value of the transaction, any excise tax gross-up obligations, the tenure

and position of the executives in question before and after the transaction, any new or amended employment

agreements entered into in connection with the transaction, and the type of triggers involved (i.e., single vs.

double). In cases where new problematic features, such as excise tax gross-up obligations or new and excessive

single-trigger entitlements, are introduced in a golden parachute proposal, such features may contribute to a

negative recommendation not only for the golden parachute proposal under review, but for the next say-on-pay

proposal of any involved corporate parties, as well as recommendations against their compensation committee

as appropriate.

Equity-Based Compensation Proposals

We believe that equity compensation awards, when not abused, are useful for retaining employees and

providing an incentive for them to act in a way that will improve company performance. Glass Lewis recognizes

that equity-based compensation plans are critical components of a company’s overall compensation program,

and we analyze such plans accordingly based on both quantitative and qualitative factors.

Our quantitative analysis assesses the plan’s cost and the company’s pace of granting utilizing a number of

different analyses, comparing the program with absolute limits we believe are key to equity value creation and

with a carefully chosen peer group. In general, our model seeks to determine whether the proposed plan is

either absolutely excessive or is more than one standard deviation away from the average plan for the peer

group on a range of criteria, including dilution to shareholders and the projected annual cost relative to the

company’s financial performance. Each of the analyses (and their constituent parts) is weighted and the plan is

scored in accordance with that weight.

We compare the program’s expected annual expense with the business’s operating metrics to help determine

whether the plan is excessive in light of company performance. We also compare the plan’s expected annual

cost to the enterprise value of the firm rather than to market capitalization because the employees, managers

and directors of the firm contribute to the creation of enterprise value but not necessarily market capitalization


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(the biggest difference is seen where cash represents the vast majority of market capitalization). Finally, we do

not rely exclusively on relative comparisons with averages because, in addition to creeping averages serving to

inflate compensation, we believe that some absolute limits are warranted.

We then consider qualitative aspects of the plan such as plan administration, the method and terms of exercise,

repricing history, express or implied rights to reprice, and the presence of evergreen provisions. We also closely

review the choice and use of, and difficulty in meeting, the awards’ performance metrics and targets, if any. We

believe significant changes to the terms of a plan should be explained for shareholders and clearly indicated.

Other factors such as a company’s size and operating environment may also be relevant in assessing the severity

of concerns or the benefits of certain changes. Finally, we may consider a company’s executive compensation

practices in certain situations, as applicable.

We evaluate equity plans based on certain overarching principles:

•Companies should seek more shares only when needed;

•Requested share amounts or share reserves should be conservative in size so that companies must seek

shareholder approval every three to four years (or more frequently);

•If a plan is relatively expensive, it should not grant options solely to senior executives and board

members;

•Dilution of annual net share count or voting power, along with the “overhang” of incentive plans, should

be limited;

•Annual cost of the plan (especially if not shown on the income statement) should be reasonable as a

percentage of financial results and should be in line with the peer group;

•The expected annual cost of the plan should be proportional to the business’s value;

•The intrinsic value that option grantees received in the past should be reasonable compared with the

business’s financial results;

•Plans should not permit repricing of stock options without shareholder approval;

•Plans should not contain excessively liberal administrative or payment terms;

•Plans should not count shares in ways that understate the potential dilution, or cost, to common

shareholders. This refers to “inverse” full-value award multipliers;

•Selected performance metrics should be challenging and appropriate, and should be subject to relative

performance measurements; and

•Stock grants should be subject to minimum vesting and/or holding periods sufficient to ensure

sustainable performance and promote retention.

Meanwhile, for individual equity award proposals where the recipient of the proposed grant is also a large

shareholder of the company whose vote can materially affect the passage of the proposal, we believe that the

company should strongly consider the level of approval from disinterested shareholders before proceeding with

the proposed grant. Glass Lewis recognizes potential conflicts of interests when vote outcomes can be heavily

influenced by the recipient of the grant. A required abstention vote or non-vote from the recipient for an equity

award proposal in these situations can help to avoid such conflicts. This favorable feature will be weighed

alongside the structure, disclosure, dilution, provided rationale, and other provisions related to the individual

award to assess the award’s alignment with long-term shareholder interests.


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Option Exchanges and Repricing

Glass Lewis is generally opposed to the repricing of employee and director options regardless of how it is

accomplished. Employees should have some downside risk in their equity-based compensation program and

repricing eliminates any such risk. As shareholders have substantial risk in owning stock, we believe that the

equity compensation of employees and directors should be similarly situated to align their interests with those

of shareholders. We believe this will facilitate appropriate risk- and opportunity-taking for the company by

employees.

We are concerned that option grantees who believe they will be “rescued” from underwater options will be

more inclined to take unjustifiable risks. Moreover, a predictable pattern of repricing or exchanges substantially

alters a stock option’s value because options that will practically never expire deeply out of the money are

worth far more than options that carry a risk of expiration.

In short, repricings and option exchange programs change the bargain between shareholders and employees

after the bargain has been struck.

There is one circumstance in which a repricing or option exchange program may be acceptable: if

macroeconomic or industry trends, rather than specific company issues, cause a stock’s value to decline

dramatically and the repricing is necessary to motivate and retain employees. In viewing the company’s stock

decline as part of a larger trend, we would expect the impact to approximately reflect the market or industry

price decline in terms of timing and magnitude. In this circumstance, we think it fair to conclude that option

grantees may be suffering from a risk that was not foreseeable when the original “bargain” was struck. In such a

scenario, we may opt to support a repricing or option exchange program only if sufficient conditions are met.

We look for the following features in a repricing or exchange proposal:

•Officers and board members cannot participate in the program; and

•The exchange is value-neutral or value-creative to shareholders using very conservative assumptions.

In our evaluation of the appropriateness of the program design, we also consider the inclusion of the following

features:

•The vesting requirements on exchanged or repriced options are extended beyond one year;

•Shares reserved for options that are reacquired in an option exchange will permanently retire (i.e., will

not be available for future grants) so as to prevent additional shareholder dilution in the future; and

•Management and the board make a cogent case for needing to motivate and retain existing employees,

such as being in a competitive employment market.

Option Backdating, Spring-Loading and Bullet-Dodging

Glass Lewis views option backdating, and the related practices of spring-loading and bullet-dodging, as egregious

actions that warrant holding the appropriate management and board members responsible. These practices are

similar to repricing options and eliminate much of the downside risk inherent in an option grant that is designed

to induce recipients to maximize shareholder return.

Backdating an option is the act of changing an option’s grant date from the actual grant date to an earlier date

when the market price of the underlying stock was lower, resulting in a lower exercise price for the option. In


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past studies, Glass Lewis identified over 270 companies that have disclosed internal or government

investigations into their past stock-option grants.

Spring-loading is granting stock options while in possession of material, positive information that has not been

disclosed publicly. Bullet-dodging is delaying the grants of stock options until after the release of material,

negative information. This can allow option grants to be made at a lower price either before the release of

positive news or following the release of negative news, assuming the stock’s price will move up or down in

response to the information. This raises a concern similar to that of insider trading, or the trading on material

non-public information.

The exercise price for an option is determined on the day of grant, providing the recipient with the same market

risk as an investor who bought shares on that date. However, where options were backdated, the executive or

the board (or the compensation committee) changed the grant date retroactively. The new date may be at or

near the lowest price for the year or period. This would be like allowing an investor to look back and select the

lowest price of the year at which to buy shares.

A 2006 study of option grants made between 1996 and 2005 at 8,000 companies found that option backdating

can be an indication of poor internal controls. The study found that option backdating was more likely to occur

at companies without a majority independent board and with a long-serving CEO; both factors, the study

concluded, were associated with greater CEO influence on the company’s compensation and governance

practices.43

Where a company granted backdated options to an executive who is also a director, Glass Lewis will recommend

voting against that executive/director, regardless of who decided to make the award. In addition, Glass Lewis

will recommend voting against those directors who either approved or allowed the backdating. Glass Lewis feels

that executives and directors who either benefited from backdated options or authorized the practice have

failed to act in the best interests of shareholders.

Given the severe tax and legal liabilities to the company from backdating, Glass Lewis will consider

recommending voting against members of the audit committee who served when options were backdated, a

restatement occurs, material weaknesses in internal controls exist and disclosures indicate there was a lack of

documentation. These committee members failed in their responsibility to ensure the integrity of the company’s

financial reports.

When a company has engaged in spring-loading or bullet-dodging, Glass Lewis will consider recommending

voting against the compensation committee members where there has been a pattern of granting options at or

near historic lows. Glass Lewis will also recommend voting against executives serving on the board who

benefited from the spring-loading or bullet-dodging.

43 Lucian Bebchuk, Yaniv Grinstein and Urs Peyer. “LUCKY CEOs.” November, 2006.


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Director Compensation Plans

Glass Lewis believes that non-employee directors should receive reasonable and appropriate compensation for

the time and effort they spend serving on the board and its committees. However, a balance is required. Fees

should be competitive in order to retain and attract qualified individuals, but excessive fees represent a financial

cost to the company and potentially compromise the objectivity and independence of non-employee directors.

We will consider recommending support for compensation plans that include option grants or other equity-

based awards that help to align the interests of outside directors with those of shareholders. However, to

ensure directors are not incentivized in the same manner as executives but rather serve as a check on imprudent

risk-taking in executive compensation plan design, equity grants to directors should not be performance-based.

Where an equity plan exclusively or primarily covers non-employee directors as participants, we do not believe

that the plan should provide for performance-based awards in any capacity.

When non-employee director equity grants are covered by the same equity plan that applies to a company’s

broader employee base, we will use our proprietary model and analyst review of this model to guide our voting

recommendations. If such a plan broadly allows for performance-based awards to directors or explicitly provides

for such grants, we may recommend against the overall plan on this basis, particularly if the company has

granted performance-based awards to directors in past.

Employee Stock Purchase Plans

Glass Lewis believes that employee stock purchase plans (ESPPs) can provide employees with a sense of

ownership in their company and help strengthen the alignment between the interests of employees and

shareholders. We evaluate ESPPs by assessing the expected discount, purchase period, expected purchase

activity (if previous activity has been disclosed) and whether the plan has a “lookback” feature. Except for the

most extreme cases, Glass Lewis will generally support these plans given the regulatory purchase limit of

$25,000 per employee per year, which we believe is reasonable. We also look at the number of shares

requested to see if a ESPP will significantly contribute to overall shareholder dilution or if shareholders will not

have a chance to approve the program for an excessive period of time. As such, we will generally recommend

against ESPPs that contain “evergreen” provisions that automatically increase the number of shares available

under the ESPP each year.

Executive Compensation Tax Deductibility —

Amendment to IRC 162(M)

The “Tax Cut and Jobs Act” had significant implications on Section 162(m) of the Internal Revenue Code, a

provision that allowed companies to deduct compensation in excess of $1 million for the CEO and the next three

most highly compensated executive officers, excluding the CFO, if the compensation is performance-based and

is paid under shareholder-approved plans. Glass Lewis does not generally view amendments to equity plans and

changes to compensation programs in response to the elimination of tax deductions under 162(m) as

problematic. This specifically holds true if such modifications contribute to the maintenance of a sound

performance-based compensation program.


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As grandfathered contracts may continue to be eligible for tax deductions under the transition rule for Section

162(m), companies may therefore submit incentive plans for shareholder approval to take of advantage of the

tax deductibility afforded under 162(m) for certain types of compensation.

We believe the best practice for companies is to provide robust disclosure to shareholders so that they can

make fully informed judgments about the reasonableness of the proposed compensation plan. To allow for

meaningful shareholder review, we prefer that disclosure should include specific performance metrics, a

maximum award pool, and a maximum award amount per employee. We also believe it is important to analyze

the estimated grants to see if they are reasonable and in line with the company’s peers.

We typically recommend voting against a 162(m) proposal where: (i) a company fails to provide at least a list of

performance targets; (ii) a company fails to provide one of either a total maximum or an individual maximum; or

(iii) the proposed plan or individual maximum award limit is excessive when compared with the plans of the

company’s peers.

The company’s record of aligning pay with performance (as evaluated using our proprietary pay-for-

performance model) also plays a role in our recommendation. Where a company has a record of setting

reasonable pay relative to business performance, we generally recommend voting in favor of a plan even if the

plan caps seem large relative to peers because we recognize the value in special pay arrangements for continued

exceptional performance.

As with all other issues we review, our goal is to provide consistent but contextual advice given the specifics of

the company and ongoing performance. Overall, we recognize that it is generally not in shareholders’ best

interests to vote against such a plan and forgo the potential tax benefit since shareholder rejection of such plans

will not curtail the awards; it will only prevent the tax deduction associated with them.


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Governance Structure and the Shareholder

Franchise

Anti-Takeover Measures

Poison Pills (Shareholder Rights Plans)

Glass Lewis believes that poison pill plans are not generally in shareholders’ best interests. They can reduce

management accountability by substantially limiting opportunities for corporate takeovers. Rights plans can thus

prevent shareholders from receiving a buy-out premium for their stock. Typically we recommend that

shareholders vote against these plans to protect their financial interests and ensure that they have an

opportunity to consider any offer for their shares, especially those at a premium.

We believe boards should be given wide latitude in directing company activities and in charting the company’s

course. However, on an issue such as this, where the link between the shareholders’ financial interests and their

right to consider and accept buyout offers is substantial, we believe that shareholders should be allowed to vote

on whether they support such a plan’s implementation. This issue is different from other matters that are

typically left to board discretion. Its potential impact on and relation to shareholders is direct and substantial. It

is also an issue in which management interests may be different from those of shareholders; thus, ensuring that

shareholders have a voice is the only way to safeguard their interests.

In certain circumstances, we will support a poison pill that is limited in scope to accomplish a particular

objective, such as the closing of an important merger, or a pill that contains what we believe to be a reasonable

qualifying offer clause. We will consider supporting a poison pill plan if the qualifying offer clause includes each

of the following attributes:

•The form of offer is not required to be an all-cash transaction;

•The offer is not required to remain open for more than 90 business days;

•The offeror is permitted to amend the offer, reduce the offer, or otherwise change the terms;

•There is no fairness opinion requirement; and

•There is a low to no premium requirement.

Where these requirements are met, we typically feel comfortable that shareholders will have the opportunity to

voice their opinion on any legitimate offer.

NOL Poison Pills

Similarly, Glass Lewis may consider supporting a limited poison pill in the event that a company seeks

shareholder approval of a rights plan for the express purpose of preserving Net Operating Losses (NOLs). While

companies with NOLs can generally carry these losses forward to offset future taxable income, Section 382


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of the Internal Revenue Code limits companies’ ability to use NOLs in the event of a “change of ownership.”44 In

this case, a company may adopt or amend a poison pill (NOL pill) in order to prevent an inadvertent change of

ownership by multiple investors purchasing small chunks of stock at the same time, and thereby preserve the

ability to carry the NOLs forward. Often such NOL pills have trigger thresholds much lower than the common

15% or 20% thresholds, with some NOL pill triggers as low as 5%.

In many cases, companies will propose the adoption of bylaw amendments specifically restricting certain share

transfers, in addition to proposing the adoption of a NOL pill. In general, if we support the terms of a particular

NOL pill, we will generally support the additional protective amendment in the absence of significant concerns

with the specific terms of that proposal.

As with traditional poison pills, NOL pills may deter shareholders and potentially serve as entrenchment

mechanisms. Certain features such as low thresholds combined with acting in concert provisions, among other

concerning terms, may disempower shareholders and insulate the board and management. When acting in

concert provisions are present within the terms of a NOL pill, we believe this may raise concerns as to the true

objective of the pill.

Acting in concert provisions broaden the definition of beneficial ownership to prohibit parallel conduct, or

multiple shareholders party to a formal or informal agreement collaborating to influence the board and

management of a company, and aggregate the ownership of such shareholders towards the triggering

threshold. In our view, acting in concert provisions broadly limit the voice of shareholders and may diminish

their ability to engage in a productive dialogue with the company and with other shareholders. When a board

adopts defensive measures without engaging with shareholders, we take a dim view of the board and the

overall governance of the company.

As such, Glass Lewis evaluates NOL pills on a strictly case-by-case basis, taking into consideration, among other

factors: (i) the value of the NOLs to the company; (ii) the likelihood of a change of ownership based on the size

of the holdings and the nature of the larger shareholders; (iii) the trigger threshold; (iv) the duration of the plan

(i.e., whether it contains a reasonable “sunset” provision, generally one year or less); (v) the inclusion of an

acting in concert provision; (vi) whether the pill is implemented following the filing of a Schedule 13D by a

shareholder or there is evidence of hostile activity or shareholder activism; and (vii) if the pill is subject to

periodic board review and/or shareholder ratification.

We believe that shareholders should be offered the opportunity to vote on any adoption or renewal of a NOL

pill regardless of any potential tax benefit that it offers a company. As such, we will consider recommending

voting against those members of the board who served at the time when an NOL pill was adopted without

shareholder approval within the prior twelve months and where the NOL pill is not subject to shareholder

ratification.

44 Section 382 of the Internal Revenue Code refers to a “change of ownership” of more than 50 percentage points by one or

more 5% shareholders within a three-year period. The statute is intended to deter the “trafficking” of net operating losses.


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Fair Price Provisions

Fair price provisions, which are rare, require that certain minimum price and procedural requirements be

observed by any party that acquires more than a specified percentage of a corporation’s common stock. The

provision is intended to protect minority shareholder value when an acquirer seeks to accomplish a merger or

other transaction which would eliminate or change the interests of the minority shareholders. The provision is

generally applied against the acquirer unless the takeover is approved by a majority of “continuing directors”

and holders of a majority, in some cases a supermajority as high as 80%, of the combined voting power of all

stock entitled to vote to alter, amend, or repeal the above provisions.

The effect of a fair price provision is to require approval of any merger or business combination with an

“interested shareholder” by 51% of the voting stock of the company, excluding the shares held by the interested

shareholder. An interested shareholder is generally considered to be a holder of 10% or more of the company’s

outstanding stock, but the trigger can vary.

Generally, provisions are put in place for the ostensible purpose of preventing a back-end merger where the

interested shareholder would be able to pay a lower price for the remaining shares of the company than he or

she paid to gain control. The effect of a fair price provision on shareholders, however, is to limit their ability to

gain a premium for their shares through a partial tender offer or open market acquisition which typically raise

the share price, often significantly. A fair price provision discourages such transactions because of the potential

costs of seeking shareholder approval and because of the restrictions on purchase price for completing a merger

or other transaction at a later time.

Glass Lewis believes that fair price provisions, while sometimes protecting shareholders from abuse in a

takeover situation, more often act as an impediment to takeovers, potentially limiting gains to shareholders

from a variety of transactions that could significantly increase share price. In some cases, even the independent

directors of the board cannot make exceptions when such exceptions may be in the best interests of

shareholders. Given the existence of state law protections for minority shareholders such as Section 203 of the

Delaware Corporations Code, we believe it is in the best interests of shareholders to remove fair price

provisions.

Control Share Statutes

Certain states, including Delaware, have adopted control share acquisition statutes as an anti-takeover defense

for certain closed-end investment companies and business development companies. Control share statutes may

prevent changes in control by limiting voting rights of a person that acquires the ownership of “control shares.”

Control shares are shares of stock equal to or exceeding specified percentages of company voting power, and a

control share statute prevents shares in excess of the specified percentage from being voted, unless: (i) the

board approves them to be voted; or (ii) the holder of the “control shares” receives approval from a

supermajority of “non-interested” shareholders.

Depending on the state of incorporation, companies may automatically rely on control share statutes unless the

fund’s board of trustees eliminates the application of the control share statute to any or all fund share

acquisitions, through adoption of a provision in the fund's governing instrument or by fund board action alone.

In certain other states, companies must adopt control share statutes.


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In our view, control share statues disenfranchise shareholders by reducing their voting power to a level less than

their economic interest and effectively function as an anti-takeover device. We believe all shareholders should

have an opportunity to vote all of their shares. Moreover, anti-takeover measures may prevent shareholders

from receiving a buy-out premium for their stock.

As such, we will generally recommend voting for proposals to opt out of control share acquisition statutes,

unless doing so would allow the completion of a takeover that is not in the best interests of shareholders; and

against proposals to amend the charter to include control share acquisition provisions.

Further, in cases where a closed-end fund or business development company has received a public buyout offer

and has relied on a control share statute as a defense mechanism in the prior year, we will generally recommend

shareholders vote against the chair of the nominating and governance committee, absent a compelling rationale

as to why a rejected acquisition was not in the best interests of shareholders.

Quorum Requirements

Glass Lewis believes that a company’s quorum requirement should be set at a level high enough to ensure that a

broad range of shareholders are represented in person or by proxy, but low enough that the company can

transact necessary business. Companies in the U.S. are generally subject to quorum requirements under the

laws of their specific state of incorporation. Additionally, those companies listed on the NASDAQ Stock Market

are required to specify a quorum in their bylaws, provided however that such quorum may not be less than one-

third of outstanding shares. Prior to 2013, the New York Stock Exchange required a quorum of 50% for listed

companies, although this requirement was dropped in recognition of individual state requirements and

potential confusion for issuers. Delaware, for example, required companies to provide for a quorum of no less

than one-third of outstanding shares; otherwise such quorum shall default to a majority.

We generally believe a majority of outstanding shares entitled to vote is an appropriate quorum for the

transaction of business at shareholder meetings. However, should a company seek shareholder approval of a

lower quorum requirement we will generally support a reduced quorum of at least one-third of shares entitled

to vote, either in person or by proxy. When evaluating such proposals, we also consider the specific facts and

circumstances of the company, such as size and shareholder base.

Director and Officer Indemnification

While Glass Lewis strongly believes that directors and officers should be held to the highest standard when

carrying out their duties to shareholders, some protection from liability is reasonable to protect them against

certain suits so that these officers feel comfortable taking measured risks that may benefit shareholders. As

such, we find it appropriate for a company to provide indemnification and/or enroll in liability insurance to cover

its directors and officers so long as the terms of such agreements are reasonable.

Officer Exculpation

In August 2022, the Delaware General Assembly amended Section 102(b)(7) of the Delaware General

Corporation Law (“DGCL”) to authorize corporations to adopt a provision in their certificate of incorporation to


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eliminate or limit monetary liability of certain corporate officers for breach of fiduciary duty of care. Previously,

the DGCL allowed only exculpation of corporate directors from breach of fiduciary duty of care claims if the

corporation’s certificate of incorporation includes an exculpation provision.

The amendment authorizes corporations to provide for exculpation of the following officers: (i) the

corporation’s president, chief executive officer, chief operating officer, chief financial officer, chief legal officer,

controller, treasurer or chief accounting officer, (ii) “named executive officers” identified in the corporation’s

SEC filings, and (iii) individuals who have agreed to be identified as officers of the corporation.

Corporate exculpation provisions under the DGCL only apply to claims for breach of the duty of care, and not to

breaches of the duty of loyalty. Exculpation provisions also do not apply to acts or omissions not in good faith or

that involve intentional misconduct, knowing violations of the law, or transactions involving the receipt of any

improper personal benefits. Furthermore, officers may not be exculpated from claims brought against them by,

or in the right of, the corporation (i.e., derivative actions).

Under Section 102(b)(7), a corporation must affirmatively elect to include an exculpation provision in its

certificate of incorporation. We will closely evaluate proposals to adopt officer exculpation provisions on a case-

by-case basis. We will generally recommend voting against such proposals eliminating monetary liability for

breaches of the duty of care for certain corporate officers, unless compelling rationale for the adoption is

provided by the board, and the provisions are reasonable.

Reincorporation

In general, Glass Lewis believes that the board is in the best position to determine the appropriate jurisdiction of

incorporation for the company. We review all proposals to reincorporate to a different state or country on a

case-by-case basis. Our review includes the changes in corporate governance provisions, especially those

relating to shareholder rights, material differences in corporate statutes and legal precedents, and relevant

financial benefits, among other factors, resulting from the change in domicile.

Glass Lewis closely examines the impact on shareholder rights arising from a change in domicile and governing

law, including the following:

•Will shareholders gain/retain certain rights (i.e. the right to call special meetings, the right to act by

written consent, the ability to remove directors)?

•Does the proposed new jurisdiction allow for director and officer exculpation and/or exclusive forum

provisions?

•What are the fiduciary duties (if any) of directors, officers, and majority shareholders under the new

jurisdiction’s statutes?

•What are the material differences in corporate statutes, case law, and judicial systems?

•Is the company proposing to reincorporate to a jurisdiction considered to be a “tax haven”?

In addition, when examining a proposal to reincorporate, we will also consider the overall governance of the

company, including, but not limited to, the following:

•Does the company have anti-takeover protections such as a poison pill or classified board in place?


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•Does the company have a significant shareholder or is the company otherwise considered controlled?45

•Has the board been previously unresponsive to shareholders (such as failing to implement a shareholder

proposal that received majority shareholder support)?

•Does the company have an independent chair and is the board sufficiently independent?

•Are there other material governance issues of concern at the company? Has the company’s

performance matched or exceeded its peers in the past one and three years?

•How has the company ranked in Glass Lewis’ pay-for-performance analysis during the last three years?

Where there is a decline in shareholder rights, the financial benefits are de minimis, and the proposed

jurisdiction has significantly worse shareholder protections, we will generally recommend voting against the

transaction.

In addition, costly, shareholder-initiated reincorporations are typically not the best route to achieve the

furtherance of shareholder rights. We believe shareholders are generally better served by proposing specific

shareholder resolutions addressing pertinent issues which may be implemented at a lower cost, and perhaps

even with board approval. However, when shareholders propose a shift into a jurisdiction with enhanced

shareholder rights, Glass Lewis examines the significant ways the company would benefit from shifting

jurisdictions including an evaluation of the criteria listed above. We note, however, that we will only support

shareholder proposals to change a company’s place of incorporation in exceptional circumstances.

Exclusive Forum and Fee-Shifting Bylaw Provisions

Glass Lewis recognizes that companies may be subject to frivolous and opportunistic lawsuits, particularly in

conjunction with a merger or acquisition, that are expensive and distracting. In response, companies have

sought ways to prevent or limit the risk of such suits by adopting bylaws regarding where the suits must be

brought or shifting the burden of the legal expenses to the plaintiff, if unsuccessful at trial.

Glass Lewis believes that charter or bylaw provisions limiting a shareholder’s choice of legal venue are not in the

best interests of shareholders. Such clauses may effectively discourage the use of shareholder claims by

increasing their associated costs and making them more difficult to pursue. As such, shareholders should be

wary about approving any limitation on their legal recourse including limiting themselves to a single jurisdiction

(e.g., Delaware or federal courts for matters arising under the Securities Act of 1933) without compelling

evidence that it will benefit shareholders.

For this reason, we recommend that shareholders vote against any bylaw or charter amendment seeking to

adopt an exclusive forum provision unless the company: (i) provides a compelling argument on why the

provision would directly benefit shareholders; (ii) provides evidence of abuse of legal process in other, non-

favored jurisdictions; (iii) narrowly tailors such provision to the risks involved; and (iv) maintains a strong record

of good corporate governance practices.

45 In cases where a controlled company is seeking to change its domicile, we will closely evaluate how the independent

members of the board came to its recommendation, if the controlling shareholder had any ability to influence the board, and if

the proposal is also put to a vote of disinterested shareholders.


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Moreover, in the event a board seeks shareholder approval of a forum selection clause pursuant to a bundled

bylaw amendment rather than as a separate proposal, we will weigh the importance of the other bundled

provisions when determining the vote recommendation on the proposal. We will nonetheless recommend

voting against the chair of the governance committee for bundling disparate proposals into a single proposal

(refer to our discussion of nominating and governance committee performance in Section I of the guidelines).

Similarly, some companies have adopted bylaws requiring plaintiffs who sue the company and fail to receive a

judgment in their favor pay the legal expenses of the company. These bylaws, also known as “fee-shifting” or

“loser pays” bylaws, will likely have a chilling effect on even meritorious shareholder lawsuits as shareholders

would face an strong financial disincentive not to sue a company. Glass Lewis therefore strongly opposes the

adoption of such fee-shifting bylaws and, if adopted without shareholder approval, will recommend voting

against the governance committee. While we note that in June of 2015 the State of Delaware banned the

adoption of fee-shifting bylaws, such provisions could still be adopted by companies incorporated in other

states.

Authorized Shares

Glass Lewis believes that adequate capital stock is important to a company’s operation. When analyzing a

request for additional shares, we typically review four common reasons why a company might need additional

capital stock:

1.Stock Split — We typically consider three metrics when evaluating whether we think a stock split is likely

or necessary: The historical stock pre-split price, if any; the current price relative to the company’s most

common trading price over the past 52 weeks; and some absolute limits on stock price that, in our view,

either always make a stock split appropriate if desired by management or would almost never be a

reasonable price at which to split a stock.

2.Shareholder Defenses — Additional authorized shares could be used to bolster takeover defenses such

as a poison pill. Proxy filings often discuss the usefulness of additional shares in defending against or

discouraging a hostile takeover as a reason for a requested increase. Glass Lewis is typically against such

defenses and will oppose actions intended to bolster such defenses.

3.Financing for Acquisitions — We look at whether the company has a history of using stock for

acquisitions and attempt to determine what levels of stock have typically been required to accomplish

such transactions. Likewise, we look to see whether this is discussed as a reason for additional shares in

the proxy.

4.Financing for Operations — We review the company’s cash position and its ability to secure financing

through borrowing or other means. We look at the company’s history of capitalization and whether the

company has had to use stock in the recent past as a means of raising capital.

Issuing additional shares generally dilutes existing holders in most circumstances. Further, the availability of

additional shares, where the board has discretion to implement a poison pill, can often serve as a deterrent to

interested suitors. Accordingly, where we find that the company has not detailed a plan for use of the proposed

shares, or where the number of shares far exceeds those needed to accomplish a detailed plan, we typically

recommend against the authorization of additional shares. Similar concerns may also lead us to recommend


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against a proposal to conduct a reverse stock split if the board does not state that it will reduce the number of

authorized common shares in a ratio proportionate to the split.

With regard to authorizations and/or increases in preferred shares, Glass Lewis is generally against such

authorizations, which allow the board to determine the preferences, limitations and rights of the preferred

shares (known as “blank-check preferred stock”). We believe that granting such broad discretion should be of

concern to common shareholders, since blank-check preferred stock could be used as an anti-takeover device or

in some other fashion that adversely affects the voting power or financial interests of common shareholders.

Therefore, we will generally recommend voting against such requests, unless the company discloses a

commitment to not use such shares as an anti-takeover defense or in a shareholder rights plan, or discloses a

commitment to submit any shareholder rights plan to a shareholder vote prior to its adoption.

While we think that having adequate shares to allow management to make quick decisions and effectively

operate the business is critical, we prefer that, for significant transactions, management come to shareholders

to justify their use of additional shares rather than providing a blank check in the form of a large pool of

unallocated shares available for any purpose.

Advance Notice Requirements

We typically recommend that shareholders vote against proposals that would require advance notice of

shareholder proposals or of director nominees.

These proposals typically attempt to require a certain amount of notice before shareholders are allowed to

place proposals on the ballot. Notice requirements typically range between three to six months prior to the

annual meeting. Advance notice requirements typically make it impossible for a shareholder who misses the

deadline to present a shareholder proposal or a director nominee that might be in the best interests of the

company and its shareholders.

We believe shareholders should be able to review and vote on all proposals and director nominees.

Shareholders can always vote against proposals that appear with little prior notice. Shareholders, as owners of a

business, are capable of identifying issues on which they have sufficient information and ignoring issues on

which they have insufficient information. Setting arbitrary notice restrictions limits the opportunity for

shareholders to raise issues that may come up after the window closes.

Virtual Shareholder Meetings

A growing contingent of companies have elected to hold shareholder meetings by virtual means only. Glass

Lewis believes that virtual meeting technology can be a useful complement to a traditional, in-person

shareholder meeting by expanding participation of shareholders who are unable to attend a shareholder

meeting in person (i.e., a “hybrid meeting”). However, we also believe that virtual-only meetings have the

potential to curb the ability of a company’s shareholders to meaningfully communicate with the company’s

management.

Prominent shareholder rights advocates, including the Council of Institutional Investors, have expressed

concerns that such virtual-only meetings do not approximate an in-person experience and may serve to reduce


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the board’s accountability to shareholders. When analyzing the governance profile of companies that choose to

hold virtual-only meetings, we look for robust disclosure in a company’s proxy statement which assures

shareholders that they will be afforded the same rights and opportunities to participate as they would at an in-

person meeting.

Examples of effective disclosure include: (i) addressing the ability of shareholders to ask questions during the

meeting, including time guidelines for shareholder questions, rules around what types of questions are allowed,

and rules for how questions and comments will be recognized and disclosed to meeting participants; (ii)

procedures, if any, for posting appropriate questions received during the meeting and the company’s answers,

on the investor page of their website as soon as is practical after the meeting; (iii) addressing technical and

logistical issues related to accessing the virtual meeting platform; and (iv) procedures for accessing technical

support to assist in the event of any difficulties accessing the virtual meeting.

We will generally recommend voting against members of the governance committee where the board is

planning to hold a virtual-only shareholder meeting and the company does not provide such disclosure.

Voting Structure

Multi-Class Share Structures

Glass Lewis believes multi-class voting structures are typically not in the best interests of common shareholders.

Allowing one vote per share generally operates as a safeguard for common shareholders by ensuring that those

who hold a significant minority of shares are able to weigh in on issues set forth by the board.

Furthermore, we believe that the economic stake of each shareholder should match their voting power and that

no small group of shareholders, family or otherwise, should have voting rights different from those of other

shareholders. On matters of governance and shareholder rights, we believe shareholders should have the power

to speak and the opportunity to effect change. That power should not be concentrated in the hands of a few for

reasons other than economic stake.

We generally consider a multi-class share structure to reflect negatively on a company’s overall corporate

governance. Because we believe that companies should have share capital structures that protect the interests

of non-controlling shareholders as well as any controlling entity, we typically recommend that shareholders vote

in favor of recapitalization proposals to eliminate dual-class share structures. Similarly, we will generally

recommend against proposals to adopt a new class of common stock. We will generally recommend voting

against the chair of the governance committee at companies with a multi-class share structure and unequal

voting rights when the company does not provide for a reasonable sunset of the multi-class share structure

(generally seven years or less).

In the case of a board that adopts a multi-class share structure in connection with an IPO, spin-off, or direct

listing within the past year, we will generally recommend voting against all members of the board who served at

the time of the IPO if the board: (i) did not also commit to submitting the multi-class structure to a shareholder

vote at the company’s first shareholder meeting following the IPO; or (ii) did not provide for a reasonable sunset

of the multi-class structure (generally seven years or less). If the multi-class share structure is put to a


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shareholder vote, we will examine the level of approval or disapproval attributed to unaffiliated shareholders

when determining the vote outcome.

At companies that have multi-class share structures with unequal voting rights, we will carefully examine the

level of approval or disapproval attributed to unaffiliated shareholders when determining whether board

responsiveness is warranted. In the case of companies that have multi-class share structures with unequal

voting rights, we will generally examine the level of approval or disapproval attributed to unaffiliated

shareholders on a “one share, one vote” basis. At controlled and multi-class companies, when at least 20% or

more of unaffiliated shareholders vote contrary to management, we believe that boards should engage with

shareholders and demonstrate some initial level of responsiveness, and when a majority or more of unaffiliated

shareholders vote contrary to management we believe that boards should engage with shareholders and

provide a more robust response to fully address shareholder concerns.

Cumulative Voting

Cumulative voting increases the ability of minority shareholders to elect a director by allowing shareholders to

cast as many shares of the stock they own multiplied by the number of directors to be elected. As companies

generally have multiple nominees up for election, cumulative voting allows shareholders to cast all of their votes

for a single nominee, or a smaller number of nominees than up for election, thereby raising the likelihood of

electing one or more of their preferred nominees to the board. It can be important when a board is controlled

by insiders or affiliates and where the company’s ownership structure includes one or more shareholders who

control a majority-voting block of company stock.

Glass Lewis believes that cumulative voting generally acts as a safeguard for shareholders by ensuring that those

who hold a significant minority of shares can elect a candidate of their choosing to the board. This allows the

creation of boards that are responsive to the interests of all shareholders rather than just a small group of

large holders.

We review cumulative voting proposals on a case-by-case basis, factoring in the independence of the board and

the status of the company’s governance structure. But we typically find these proposals on ballots at companies

where independence is lacking and where the appropriate checks and balances favoring shareholders are not in

place. In those instances we typically recommend in favor of cumulative voting.

Where a company has adopted a true majority vote standard (i.e., where a director must receive a majority of

votes cast to be elected, as opposed to a modified policy indicated by a resignation policy only), Glass Lewis will

recommend voting against cumulative voting proposals due to the incompatibility of the two election methods.

For companies that have not adopted a true majority voting standard but have adopted some form of majority

voting, Glass Lewis will also generally recommend voting against cumulative voting proposals if the company has

not adopted anti-takeover protections and has been responsive to shareholders.

Where a company has not adopted a majority voting standard and is facing both a shareholder proposal to

adopt majority voting and a shareholder proposal to adopt cumulative voting, Glass Lewis will support only the

majority voting proposal. When a company has both majority voting and cumulative voting in place, there is a

higher likelihood of one or more directors not being elected as a result of not receiving a majority vote. This is

because shareholders exercising the right to cumulate their votes could unintentionally cause the failed election

of one or more directors for whom shareholders do not cumulate votes.


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Supermajority Vote Requirements

Glass Lewis believes that supermajority vote requirements impede shareholder action on ballot items critical to

shareholder interests. An example is in the takeover context, where supermajority vote requirements can

strongly limit the voice of shareholders in making decisions on such crucial matters as selling the business. This

in turn degrades share value and can limit the possibility of buyout premiums to shareholders. Moreover,

we believe that a supermajority vote requirement can enable a small group of shareholders to overrule the will

of the majority shareholders. We believe that a simple majority is appropriate to approve all matters presented

to shareholders.

Transaction of Other Business

We typically recommend that shareholders not give their proxy to management to vote on any other business

items that may properly come before an annual or special meeting. In our opinion, granting unfettered

discretion is unwise.

Anti-Greenmail Proposals

Glass Lewis will support proposals to adopt a provision preventing the payment of greenmail, which would serve

to prevent companies from buying back company stock at significant premiums from a certain shareholder.

Since a large or majority shareholder could attempt to compel a board into purchasing its shares at a large

premium, the anti-greenmail provision would generally require that a majority of shareholders other than the

majority shareholder approve the buyback.

Mutual Funds: Investment Policies and Advisory Agreements

Glass Lewis believes that decisions about a fund’s structure and/or a fund’s relationship with its investment

advisor or sub-advisors are generally best left to management and the members of the board, absent a showing

of egregious or illegal conduct that might threaten shareholder value. As such, we focus our analyses of such

proposals on the following main areas:

•The terms of any amended advisory or sub-advisory agreement;

•Any changes in the fee structure paid to the investment advisor; and

•Any material changes to the fund’s investment objective or strategy.

We generally support amendments to a fund’s investment advisory agreement absent a material change that is

not in the best interests of shareholders. A significant increase in the fees paid to an investment advisor would

be reason for us to consider recommending voting against a proposed amendment to an investment advisory

agreement or fund reorganization. However, in certain cases, we are more inclined to support an increase in

advisory fees if such increases result from being performance-based rather than asset-based. Furthermore, we


2024 Benchmark Policy Guidelines — United States	80

generally support sub-advisory agreements between a fund’s advisor and sub-advisor, primarily because the

fees received by the sub-advisor are paid by the advisor, and not by the fund.

In matters pertaining to a fund’s investment objective or strategy, we believe shareholders are best served

when a fund’s objective or strategy closely resembles the investment discipline shareholders understood and

selected when they initially bought into the fund. As such, we generally recommend voting against amendments

to a fund’s investment objective or strategy when the proposed changes would leave shareholders with stakes

in a fund that is noticeably different than when originally purchased, and which could therefore potentially

negatively impact some investors’ diversification strategies.

Real Estate Investment Trusts

The complex organizational, operational, tax and compliance requirements of Real Estate Investment Trusts

(REITs) provide for a unique shareholder evaluation. In simple terms, a REIT must have a minimum of 100

shareholders (the 100 Shareholder Test) and no more than 50% of the value of its shares can be held by five or

fewer individuals (the “5/50 Test”). At least 75% of a REITs’ assets must be in real estate, it must derive 75% of

its gross income from rents or mortgage interest, and it must pay out 90% of its taxable earnings as dividends. In

addition, as a publicly traded security listed on a stock exchange, a REIT must comply with the same general

listing requirements as a publicly traded equity.

In order to comply with such requirements, REITs typically include percentage ownership limitations in their

organizational documents, usually in the range of 5% to 10% of the REITs outstanding shares. Given the

complexities of REITs as an asset class, Glass Lewis applies a highly nuanced approach in our evaluation of REIT

proposals, especially regarding changes in authorized share capital, including preferred stock.

Preferred Stock Issuances at REITs

Glass Lewis is generally against the authorization of "blank-check preferred stock." However, given the

requirement that a REIT must distribute 90% of its net income annually, it is inhibited from retaining capital to

make investments in its business. As such, we recognize that equity financing likely plays a key role in a REIT’s

growth and creation of shareholder value. Moreover, shareholder concern regarding the use of preferred stock

as an anti-takeover mechanism may be allayed by the fact that most REITs maintain ownership limitations in

their certificates of incorporation. For these reasons, along with the fact that REITs typically do not engage in

private placements of preferred stock (which result in the rights of common shareholders being adversely

impacted), we may support requests to authorize shares of blank-check preferred stock at REITs.

Business Development Companies

Business Development Companies (BDCs) were created by the U.S. Congress in 1980; they are regulated under

the Investment Company Act of 1940 and are taxed as regulated investment companies (RICs) under the Internal

Revenue Code. BDCs typically operate as publicly traded private equity firms that invest in early stage to mature

private companies as well as small public companies. BDCs realize operating income when their investments are

sold off, and therefore maintain complex organizational, operational, tax and compliance requirements that are


2024 Benchmark Policy Guidelines — United States	81

similar to those of REITs—the most evident of which is that BDCs must distribute at least 90% of their taxable

earnings as dividends.

Authorization to Sell Shares at a Price Below Net Asset Value

Considering that BDCs are required to distribute nearly all their earnings to shareholders, they sometimes need

to offer additional shares of common stock in the public markets to finance operations and acquisitions.

However, shareholder approval is required in order for a BDC to sell shares of common stock at a price below

Net Asset Value (NAV). Glass Lewis evaluates these proposals using a case-by-case approach, but will

recommend supporting such requests if the following conditions are met:

•The authorization to allow share issuances below NAV has an expiration date of one year or less from

the date that shareholders approve the underlying proposal (i.e., the meeting date);

•The proposed discount below NAV is minimal (ideally no greater than 20%);

•The board specifies that the issuance will have a minimal or modest dilutive effect (ideally no greater

than 25% of the company’s then-outstanding common stock prior to the issuance); and

•A majority of the company’s independent directors who do not have a financial interest in the issuance

approve the sale.

In short, we believe BDCs should demonstrate a responsible approach to issuing shares below NAV, by

proactively addressing shareholder concerns regarding the potential dilution of the requested share issuance,

and explaining if and how the company’s past below-NAV share issuances have benefitted the company.

Auditor Ratification and Below-NAV Issuances

When a BDC submits a below-NAV issuance for shareholder approval, we will refrain from recommending

against the audit committee chair for not including auditor ratification on the same ballot. Because of the

unique way these proposals interact, votes may be tabulated in a manner that is not in shareholders’ interests.

In cases where these proposals appear on the same ballot, auditor ratification is generally the only “routine

proposal,” the presence of which triggers a scenario where broker non-votes may be counted toward

shareholder quorum, with unintended consequences.

Under the 1940 Act, below-NAV issuance proposals require relatively high shareholder approval. Specifically,

these proposals must be approved by the lesser of: (i) 67% of votes cast if a majority of shares are represented

at the meeting; or (ii) a majority of outstanding shares. Meanwhile, any broker non-votes counted toward

quorum will automatically be registered as “against” votes for purposes of this proposal. The unintended result

can be a case where the issuance proposal is not approved, despite sufficient voting shares being cast in favor.

Because broker non-votes result from a lack of voting instruction by the shareholder, we do not believe

shareholders’ ability to weigh in on the selection of auditor outweighs the consequences of failing to approve an

issuance proposal due to such technicality.


2024 Benchmark Policy Guidelines — United States	82

Special Purpose Acquisition Companies

Special Purpose Acquisition Companies (SPACs), also known as “blank check companies,” are publicly traded

entities with no commercial operations and are formed specifically to pool funds in order to complete a merger

or acquisition within a set time frame. In general, the acquisition target of a SPAC is either not yet identified or

otherwise not explicitly disclosed to the public even when the founders of the SPAC may have at least one target

in mind. Consequently, IPO investors often do not know what company they will ultimately be investing in.

SPACs are therefore very different from typical operating companies. Shareholders do not have the same

expectations associated with an ordinary publicly traded company and executive officers of a SPAC typically do

not continue in employment roles with an acquired company.

Extension of Business Combination Deadline

Governing documents of SPACs typically provide for the return of IPO proceeds to common shareholders if no

qualifying business combination is consummated before a certain date. Because the time frames for the

consummation of such transactions are relatively short, SPACs will sometimes hold special shareholder meetings

at which shareholders are asked to extend the business combination deadline. In such cases, an acquisition

target will typically have been identified, but additional time is required to allow management of the SPAC to

finalize the terms of the deal.

Glass Lewis believes management and the board are generally in the best position to determine when the

extension of a business combination deadline is needed. We therefore generally defer to the recommendation

of management and support reasonable extension requests.

SPAC Board Independence

The board of directors of a SPAC’s acquisition target is in many cases already established prior to the business

combination. In some cases, however, the board’s composition may change in connection with the business

combination, including the potential addition of individuals who served in management roles with the SPAC. The

role of a SPAC executive is unlike that of a typical operating company executive. Because the SPAC’s only

business is identifying and executing an acquisition deal, the interests of a former SPAC executive are also

different. Glass Lewis does not automatically consider a former SPAC executive to be affiliated with the acquired

operating entity when their only position on the board of the combined entity is that of an otherwise

independent director. Absent any evidence of an employment relationship or continuing material financial

interest in the combined entity, we will therefore consider such directors to be independent.

Director Commitments of SPAC Executives

We believe the primary role of executive officers at SPACs is identifying acquisition targets for the SPAC and

consummating a business combination. Given the nature of these executive roles and the limited business

operations of SPACs, when a directors’ only executive role is at a SPAC, we will generally apply our higher limit

for company directorships. As a result, we generally recommend that shareholders vote against a director who

serves in an executive role only at a SPAC while serving on more than five public company boards.


2024 Benchmark Policy Guidelines — United States	83

Shareholder Proposals

Glass Lewis believes that shareholders should seek to promote governance structures that protect shareholders,

support effective ESG oversight and reporting, and encourage director accountability. Accordingly, Glass Lewis

places a significant emphasis on promoting transparency, robust governance structures and companies’

responsiveness to and engagement with shareholders. We also believe that companies should be transparent on

how they are mitigating material ESG risks, including those related to climate change, human capital

management, and stakeholder relations.

To that end, we evaluate all shareholder proposals on a case-by-case basis with a view to protecting long-term

shareholder value. While we are generally supportive of those that promote board accountability, shareholder

rights, and transparency, we consider all proposals in the context of a company’s unique operations and risk

profile.

For a detailed review of our policies concerning compensation, environmental, social, and governance

shareholder proposals, please refer to our comprehensive Proxy Paper Guidelines for Shareholder Proposals &

ESG-Related Issues, available at www.glasslewis.com/voting-policies-current/.


2024 Benchmark Policy Guidelines — United States	84

Overall Approach to Environmental, Social &

Governance Issues

Glass Lewis evaluates all environmental and social issues through the lens of long-term shareholder value. We

believe that companies should be considering material environmental and social factors in all aspects of their

operations and that companies should provide shareholders with disclosures that allow them to understand

how these factors are being considered and how attendant risks are being mitigated. We also are of the view

that governance is a critical factor in how companies manage environmental and social risks and opportunities

and that a well-governed company will be generally managing these issues better than one without a

governance structure that promotes board independence and accountability.

We believe part of the board’s role is to ensure that management conducts a complete risk analysis of company

operations, including those that have material environmental and social implications. We believe that directors

should monitor management’s performance in both capitalizing on environmental and social opportunities and

mitigating environmental and social risks related to operations in order to best serve the interests of

shareholders. Companies face significant financial, legal and reputational risks resulting from poor

environmental and social practices, or negligent oversight thereof. Therefore, in cases where the board or

management has neglected to take action on a pressing issue that could negatively impact shareholder value,

we believe that shareholders should take necessary action in order to effect changes that will safeguard their

financial interests.

Given the importance of the role of the board in executing a sustainable business strategy that allows for the

realization of environmental and social opportunities and the mitigation of related risks, relating to

environmental risks and opportunities, we believe shareholders should seek to promote governance structures

that protect shareholders and promote director accountability. When management and the board have

displayed disregard for environmental or social risks, have engaged in egregious or illegal conduct, or have failed

to adequately respond to current or imminent environmental and social risks that threaten shareholder value,

we believe shareholders should consider holding directors accountable. In such instances, we will generally

recommend against responsible members of the board that are specifically charged with oversight of the issue

in question.

When evaluating environmental and social factors that may be relevant to a given company, Glass Lewis does so

in the context of the financial materiality of the issue to the company’s operations. We believe that all

companies face risks associated with environmental and social issues. However, we recognize that these risks

manifest themselves differently at each company as a result of a company’s operations, workforce, structure,

and geography, among other factors. Accordingly, we place a significant emphasis on the financial implications

of a company’s actions with regard to impacts on its stakeholders and the environment.

When evaluating environmental and social issues, Glass Lewis examines companies’:

Direct environmental and social risk — Companies should evaluate financial exposure to direct environmental

risks associated with their operations. Examples of direct environmental risks include those associated with oil

or gas spills, contamination, hazardous leakages, explosions, or reduced water or air quality, among others.

Social risks may include non-inclusive employment policies, inadequate human rights policies, or issues that


2024 Benchmark Policy Guidelines — United States	85

adversely affect the company’s stakeholders. Further, we believe that firms should consider their exposure to

risks emanating from a broad range of issues, over which they may have no or only limited control, such as

insurance companies being affected by increased storm severity and frequency resulting from climate change

Risk due to legislation and regulation — Companies should evaluate their exposure to changes or potential

changes in regulation that affect current and planned operations. Regulation should be carefully monitored in all

jurisdictions in which the company operates. We look closely at relevant and proposed legislation and evaluate

whether the company has responded proactively.

Legal and reputational risk — Failure to take action on important environmental or social issues may carry the

risk of inciting negative publicity and potentially costly litigation. While the effect of high-profile campaigns on

shareholder value may not be directly measurable, we believe it is prudent for companies to carefully evaluate

the potential impacts of the public perception of their impacts on stakeholders and the environment. When

considering investigations and lawsuits, Glass Lewis is mindful that such matters may involve unadjudicated

allegations or other charges that have not been resolved. Glass Lewis does not assume the truth of such

allegations or charges or that the law has been violated. Instead, Glass Lewis focuses more broadly on whether,

under the particular facts and circumstances presented, the nature and number of such concerns, lawsuits or

investigations reflects on the risk profile of the company or suggests that appropriate risk mitigation measures

may be warranted.

Governance risk — Inadequate oversight of environmental and social issues carries significant risks to

companies. When leadership is ineffective or fails to thoroughly consider potential risks, such risks are likely

unmitigated and could thus present substantial risks to the company, ultimately leading to loss of shareholder

value.

Glass Lewis believes that one of the most crucial factors in analyzing the risks presented to companies in the

form of environmental and social issues is the level and quality of oversight over such issues. When

management and the board have displayed disregard for environmental risks, have engaged in egregious or

illegal conduct, or have failed to adequately respond to current or imminent environmental risks that threaten

shareholder value, we believe shareholders should consider holding directors accountable. When companies

have not provided for explicit, board-level oversight of environmental and social matters and/or when a

substantial environmental or social risk has been ignored or inadequately addressed, we may recommend voting

against members of the board. In addition, or alternatively, depending on the proposals presented, we may also

consider recommending voting in favor of relevant shareholder proposals or against other relevant

management-proposed items, such as the ratification of auditor, a company’s accounts and reports, or

ratification of management and board acts.


2024 Benchmark Policy Guidelines — United States	86

Connect with Glass Lewis

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Email| info@glasslewis.com

Social| @glasslewis Glass, Lewis & Co.

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2024 Benchmark Policy Guidelines — United States	87

DISCLAIMER

This document is intended to provide an overview of Glass Lewis’ proxy voting guidelines. It is not intended to

be exhaustive and does not address all potential voting issues. Glass Lewis’ proxy voting guidelines, as they apply

to certain issues or types of proposals, are further explained in supplemental guidelines and reports that are

made available on Glass Lewis’ website – http://www.glasslewis.com. These guidelines have not been set or

approved by the U.S. Securities and Exchange Commission or any other regulatory body. Additionally, none of

the information contained herein is or should be relied upon as investment advice. The content of this

document has been developed based on Glass Lewis’ experience with proxy voting and corporate governance

issues, engagement with clients and issuers, and review of relevant studies and surveys, and has not been

tailored to any specific person or entity.

Glass Lewis’ proxy voting guidelines are grounded in corporate governance best practices, which often exceed

minimum legal requirements. Accordingly, unless specifically noted otherwise, a failure to meet these guidelines

should not be understood to mean that the company or individual involved has failed to meet applicable legal

requirements.

No representations or warranties express or implied, are made as to the accuracy or completeness of any

information included herein. In addition, Glass Lewis shall not be liable for any losses or damages arising from or

in connection with the information contained herein or the use, reliance on, or inability to use any such

information. Glass Lewis expects its subscribers possess sufficient experience and knowledge to make their own

decisions entirely independent of any information contained in this document and subscribers are ultimately

and solely responsible for making their own decisions, including, but not limited to, ensuring that such decisions

comply with all agreements, codes, duties, laws, ordinances, regulations, and other obligations applicable to

such subscriber.

All information contained in this report is protected by law, including, but not limited to, copyright law, and

none of such information may be copied or otherwise reproduced, repackaged, further transmitted, transferred,

disseminated, redistributed or resold, or stored for subsequent use for any such purpose, in whole or in part, in

any form or manner, or by any means whatsoever, by any person without Glass Lewis’ prior written consent.

International


	GLASS LEWIS

2025 Benchmark Policy Guidelines

An Overview of Glass Lewis’ Approach to Proxy Advice

www.glasslewis.com


2024 International Benchmark Policy Guidelines	2

Table of Contents

Introduction8

Summary of Changes for 20258

Board Oversight of Artificial Intelligence8

Appointment of Auditor for Sustainability Reporting8

Board Responsiveness to Shareholder Proposals8

Clarifying Amendments9

Committee Performance10

Overall Approach to Executive Compensation10

Election of Directors10

Election of Directors12

Board and Committee Composition and Performance12

Board Composition12

Committee Composition13

Board Diversity14

Board Tenure and Refreshment14

Separation of the Roles of Chair and CEO14

Board Responsiveness15

Election Procedures15

Slate Elections15

Classified Boards16

Board Oversight of Material Issues16

Review of Risk Management Controls16

Board Oversight of Environmental and Social Issues17

Board Accountability for Climate-Related Issues18

Board Oversight of Technology18


2024 International Benchmark Policy Guidelines	3

Financial Reporting21

Accounts and Reports21

Income Allocation (Distribution of Dividends)21

Appointment of Auditors and Authority to Set Fees21

Compensation22

Compensation Report/Compensation Policy22

Long-Term Incentive Plans23

Performance-Based Equity Compensation23

Director Compensation24

Retirement Benefits for Directors24

Governance Structure24

Amendments to the Articles of Association25

Virtual Meetings25

Anti-Takeover Measures26

Multi-Class Share Structures26

Poison Pills (Shareholder Rights Plans)26

Supermajority Vote Requirements26

Increase in Authorized Shares27

Issuance of Shares27

Repurchase of Shares27

Shareholder Proposals28

Overall Approach to Environmental, Social & Governance29

Connect with Glass Lewis31


2024 International Benchmark Policy Guidelines	4

About Glass Lewis

Glass Lewis is the world’s choice for governance solutions. We enable institutional investors and publicly

listed companies to make informed decisions based on research and data. We cover 30,000+ meetings each year,

across approximately 100 global markets. Our team has been providing in-depth analysis of companies since

2003, relying solely on publicly available information to inform its policies, research, and voting

recommendations.

Our customers include the majority of the world’s largest pension plans, mutual funds, and asset

managers, collectively managing over $40 trillion in assets. We have teams located across the United States,

Europe, and Asia-Pacific giving us global reach with a local perspective on the important governance issues.

Investors around the world depend on Glass Lewis’ Viewpoint platform to manage their proxy voting, policy

implementation, recordkeeping, and reporting. Our industry leading Proxy Paper product provides

comprehensive environmental, social, and governance research and voting recommendations weeks ahead of

voting deadlines. Public companies can also use our innovative Report Feedback Statement to deliver their

opinion on our proxy research directly to the voting decision makers at every investor client in time for voting

decisions to be made or changed.

The research team engages extensively with public companies, investors, regulators, and other industry

stakeholders to gain relevant context into the realities surrounding companies, sectors, and the market in

general. This enables us to provide the most comprehensive and pragmatic insights to our customers.

Join the Conversation

Glass Lewis is committed to ongoing engagement with all market participants.

info@glasslewis.com | www.glasslewis.com


2024 International Benchmark Policy Guidelines	5

Introduction

These guidelines provide a general overview of Glass Lewis’ Benchmark Policy approach to proxy advice globally.

Glass Lewis publishes separate, detailed guidelines for all major global markets, which are publicly available on

the Glass Lewis website. Glass Lewis' regional Benchmark Policy guidelines are largely based on the regulations,

listing rules, codes of best practice and other relevant standards set in each country. While these guidelines

provide a high-level overview of our general policy approach, implementation varies in accordance with relevant

requirements or best practices in each market. For detailed information on the implementation of the policy

approach described below, refer to the Glass Lewis Benchmark Policy guidelines for the relevant country.

Summary of Changes for 2025

Board Oversight of Artificial Intelligence

In a new section of these guidelines, we have outlined our belief that boards should be cognizant of, and take

steps to mitigate exposure to, any material risks that could arise from their use or development of AI. Companies

that use or develop AI technologies should adopt strong internal frameworks that include ethical considerations

and ensure effective oversight of AI. Clear disclosure on how boards are overseeing AI and expanding their

collective expertise and understanding in this area is likely to be of value to shareholders.

In instances where there is evidence that insufficient oversight and/or management of AI technologies has

resulted in material harm to shareholders, we may recommend that shareholders vote against the re-election of

accountable directors, or other matters up for a shareholder vote, as appropriate, should we find the board’s

oversight, response or disclosure concerning AI-related issues to be insufficient.

Please refer to the “Board Oversight of Artificial Intelligence” section of these guidelines for further information.

Appointment of Auditor for Sustainability Reporting

We have introduced wording to outline that when a company provides a shareholder vote on the appointment

of an auditor for sustainability reporting, the Benchmark Policy will generally recommend that shareholders

support the company’s proposed choice, subject to our general policies on the company providing sufficient

information on the identity of and fees paid to the auditor, as well as to the independence and performance of

the auditor.

Please refer to the “Appointment of Auditors and Authority to Set Fees” section of these guidelines for further

information.

Board Responsiveness to Shareholder Proposals

We have expanded our commentary on board responsiveness to outline that when shareholder proposals

receive significant shareholder support (generally more than 30% of votes cast), the Benchmark Policy generally

takes the view that boards should engage with shareholders on the issue and provide disclosure addressing

shareholder concerns and outreach initiatives.

Please refer to the “Board Responsiveness” section of these guidelines for further information.


2024 International Benchmark Policy Guidelines	6

Clarifying Amendments

The following clarifications of our existing policies are included this year:

Director Accountability

We have clarified that the Benchmark Policy may recommend a vote against the chair, or all members, or key

board committees when there are material performance concerns with the committee in question. Further, we

have clarified that the Benchmark Policy may recommend a vote against a director in a board leadership position

(e.g. board chair or vice chair, lead independent director, committee chair) when we conclude that this director

holds primary accountability on the board for a certain issue.

Please refer to the “Board Composition” and “Committee Composition” sections of these guidelines for further

information.

Overall Approach to Executive Compensation

We have expanded the discussion of Glass Lewis’ overall nuanced approach to reviewing executive

compensation proposals. In particular, we have highlighted that we conduct a holistic review of all relevant

factors and take a case-by-case approach to our analysis of pay programs, with a negative recommendation

being based on an individual factor only in particularly egregious cases.

Please refer to the “Compensation Report/Compensation Policy” section of these guidelines for further

information.

Election of Directors

We have restructured this section of the guidelines to group policy areas under the headings “Board and

Committee Composition and Performance”, “Election Procedures”, and “Board Oversight of Material Issues”.


2024 International Benchmark Policy Guidelines	7

Election of Directors

Board and Committee Composition and Performance

Boards are put in place to represent shareholders and protect their interests. Glass Lewis seeks boards with a

proven record of protecting shareholders and delivering value over the medium- and long-term. In our view,

boards working to protect and enhance the best interests of shareholders should include some independent

directors (the percentage will vary by local market practice and regulations), boast a record of positive

performance, have directors with diverse backgrounds, and appoint directors with a breadth and depth of

experience.

Board Composition

We look at each individual on the board and examine their relationships with the company, the company’s

executives, and with other board members. The purpose of this inquiry is to determine whether pre-existing

personal, familial, or financial relationships are likely to impact the decisions of that board member.

Where the company does not disclose the names or backgrounds of director nominees with sufficient time in

advance of the shareholder meeting to evaluate their independence, performance or skills the Benchmark Policy

will generally recommend voting against or abstaining from voting on the election.

We recommend voting in favor of governance structures that will drive positive performance and enhance

shareholder value. The most crucial test of a board’s commitment to the company and to its shareholders is the

performance of the board and its members. The performance of directors in their capacity as board members

and as executives of the company, when applicable, and in their roles at other companies where they serve is

critical to this evaluation. We generally believe that a board will be most effective in protecting shareholders'

interests when a majority of shareholder representatives on the board are independent, although we set higher

and lower thresholds in some markets on the basis of local best practice recommendations and prevailing

market practice. We typically accept the presence of representatives of a company's major shareholder(s) on the

board in line with their stake in a company's issued share capital or voting rights, so long as there is a sufficient

number of independent directors to represent free-float shareholders and allow for the formation of sufficiently

independent board committees.

We believe a director can be considered independent if they have no material financial, familial, or other current

relationships with the company, its executives or other board members except for service on the board and

standard fees paid for that service. Relationships that have existed within the three to five years, dependent on

the nature of the relationship, prior to the inquiry are usually considered to be “current” for purposes of this

test.

We consider a director to be affiliated if they have a material financial, familial or other relationship with the

company or its executives, but are not an employee of the company. This includes directors whose employers

have a material financial relationship with the company. This also includes a director who owns or controls,

directly or indirectly, 10% or more of the company’s voting stock (except where local regulations or best practice

set a different threshold).

1 In some cases, the Benchmark Policy will consider directors in leadership positions on the board to hold primary

accountability for an issue and recommend against their re-election to the board. Depending on this issue, this could apply

to the chair or vice chair of the board, the lead independent director (if applicable), or the chair of key board committees.

2 For instance, the Benchmark Policy will generally recommend a vote against the audit committee chair for ongoing

excessive non-audit fees or when a company fails to disclose audit fees, and may recommend a vote against all members of

the compensation committee for ongoing egregious compensation policies and practices. Please refer to local market

guidelines for further information on how committee members are held accountable for poor committee performance in

each market.


2024 International Benchmark Policy Guidelines	8

We define an inside director as one who simultaneously serves as a director and as an employee of the

company. This category may include a board chair who acts as an employee of the company or is paid as an

employee of the company.

Although we typically recommend that shareholders support the election of independent directors, we will

recommend voting against directors for the following reasons:

•A director who attends less than 75% of the board and applicable committee meetings.

•A director who is also the CEO of a company where a serious restatement has occurred after the CEO

certified the pre-restatement financial statements.

•An affiliated director where the board is not sufficiently independent in accordance with market best

practice standards.

•There are substantial concerns regarding the performance and/or skills and experience of a director.

•The director can be considered to hold primary accountability for an issue due to their leadership

position on the board1.

We also feel that the following conflicts of interest may hinder a director’s performance and will therefore

recommend voting against a:

•Director who sits on an excessive number of boards.

•Director who, or a director whose immediate family member, currently provides material professional

services to the company.

•Director who, or a director whose immediate family member, engages in airplane, real estate or other

similar deals, including perquisite type grants from the company.

•Director with an interlocking directorship.

Committee Composition

We believe that independent directors should serve on a company’s audit, compensation, nominating and

governance committees. We will support boards with such a structure and encourage change where this is not

the case. We generally recommend that shareholders oppose the presence of executive directors on the audit

and compensation committee given the risks for conflicts of interest. We generally believe that the majority of

shareholder representatives on key board committees should be independent, although we set higher and lower

thresholds in some markets on the basis of local best practice recommendations and prevailing market practice.

The Benchmark Policy may recommend that shareholders vote against the chair, or all members, of key

committees when there are material performance concerns2.


2024 International Benchmark Policy Guidelines	9

Board Diversity

Glass Lewis values the importance of board diversity, believing there are a number of benefits from having

individuals with a variety of backgrounds serving on boards. We consider the diversity of gender, backgrounds,

skills and experience of directors when evaluating board diversity. If a board has failed to address material

concerns regarding the mix of skills and experience of the non-executive directors or when it fails to meet legal

requirements or the best practice standard prevalent in the market for gender quotas and has not disclosed any

cogent explanation or plan regarding its approach to board diversity, we will consider recommending voting

against the chair of the nominating committee. We expect boards of main market companies listed in most

major global markets (e.g. Australia, Canada, Europe, Japan, United Kingdom and United States), to comprise at

least one gender diverse director (women, or directors that identify with a gender other than male or female).

For European and North American companies listed on a blue-chip or mid-cap index (e.g. Russell 3000, TSX, FTSE

350, etc.), we expect at least 30% of the board to be composed of gender diverse directors. We apply a higher

standard where best practice recommendations or listing regulations set a higher target.

We also monitor company disclosure on diversity of ethnicity and other underrepresented communities at board

level. We expect large companies in markets with legal requirements or best practice recommendations in this

area (e.g. United States; United Kingdom) to provide clear disclosure on the board's performance or transition

plans.

Board Tenure and Refreshment

Glass Lewis strongly supports routine director evaluation, including independent external reviews, and periodic

board refreshment to foster the sharing of diverse perspectives in the boardroom and the generation of new

ideas and business strategies. In our view, a director’s experience can be a valuable asset to shareholders

because of the complex, critical issues that boards face. This said, we recognize a lack of refreshment can

contribute to a lack of board responsiveness to poor company performance. We may consider recommending

voting against directors with a lengthy tenure (e.g. over 12 years) when we identify significant performance or

governance concerns indicating that a fresh perspective would be beneficial and we find no evidence of board

refreshment.

Where a board has established an age or term limit, we believe these should generally be applied equally for all

members of the board. If a board waives its age/term limits, the Benchmark Policy will consider recommending

shareholders vote against the chair of the nominating committee or equivalent, unless compelling rationale is

provided for why the board is proposing to waive this rule through an election/re-election.

Separation of the Roles of Chair and CEO

Glass Lewis believes that separating the roles of corporate officers and the chair of the board is a better

governance structure than a combined executive/chair position. The role of executives is to manage the

business on the basis of the course charted by the board. Executives should be in the position of reporting and

answering to the board for their performance in achieving the goals set out by such board. This becomes much

more complicated when management actually sits on, or chairs, the board.

We view an independent chair as better able to oversee the executives of the company and set a pro-

shareholder agenda without the management conflicts that a CEO and other executive insiders often face. This,


2024 International Benchmark Policy Guidelines	10

in turn, leads to a more proactive and effective board of directors that is looking out for the interests of

shareholders above all else.

In the absence of an independent chair, we support the appointment of a presiding or lead director with

authority to set the agenda for the meetings and to lead sessions outside the presence of the insider chair.

We may recommend voting against the chair of the nominating committee when the chair and CEO roles are

combined and the board has not appointed an independent presiding or lead director.

Board Responsiveness

Glass Lewis believes that any time 20% or more of shareholders vote contrary to the recommendation of

management, the board should, depending on the issue, demonstrate some level of responsiveness to address

the concerns of shareholders, particularly in the case of a compensation or director election proposal. While the

20% threshold alone will not automatically generate a negative vote recommendation from Glass Lewis on a

future proposal (e.g., to recommend against a director nominee, against a remuneration proposal, etc.), it will

be a contributing factor to recommend a vote against management's recommendation in the event we

determine that the board did not respond appropriately. Additionally, when shareholder proposals receive

significant support (generally more than 30% of votes cast), we believe that boards should engage with

shareholders on the issue and provide disclosure addressing shareholder concerns and outreach initiatives.

In the case of companies with a controlling shareholder and/or with a multi-class share structure, we will

carefully examine the level of disapproval attributable to minority shareholders. As a general framework, our

evaluation of board responsiveness involves a review of the publicly available disclosures released following the

date of the company's last annual meeting up through the publication date of our most current Proxy Paper.

Election Procedures

Slate Elections

In some countries, companies elect their board members as a slate, whereby shareholders are unable to vote on

the election of each individual director, but rather are limited to voting for or against the board as a whole. In

countries where slate elections are common market practice, we will not recommend that shareholders oppose

an election on the basis of this election method alone.

We will generally recommend that shareholders support a director slate, unless we have identified

independence or performance concerns. When the proposed slate raises concerns regarding board or

committee independence, we will generally recommend that shareholders vote against the slate. In egregious

cases where we have identified concerns regarding the performance and/or experience of the board, its

committees, and/or individual directors, we will similarly recommend that shareholders vote against the director

slate.

Classified Boards

The Benchmark Policy favors the repeal of staggered boards in favor of the annual election of directors. We

believe that staggered boards are less accountable to shareholders than annually elected boards. Furthermore,

we feel that the annual election of directors encourages board members to focus on protecting the interests of

shareholders.

3 E.g., S&P 500, FTSE 100, Nikkei 225, etc.


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Board Oversight of Material Issues

Board Oversight of Risk Management Controls

We believe companies, particularly financial firms, should have a dedicated risk committee, or a committee of

the board charged with risk oversight, as well as a chief risk officer who reports directly to that committee, not

to the CEO or another executive. In cases where a company has disclosed a sizable loss or write-down, and

where a reasonable analysis indicates that the company’s board-level risk committee should be held

accountable for poor oversight, we would recommend that shareholders vote against such committee members

on that basis. In addition, in cases where a company maintains a significant level of financial risk exposure but

fails to disclose any explicit form of board-level risk oversight (committee or otherwise), we will consider

recommending to vote against the board chair on that basis.

Board Oversight of Environmental and Social Issues

Glass Lewis recognizes the importance of ensuring the sustainability of companies’ operations. We believe that

insufficient oversight of material environmental and social issues can present direct legal, financial, regulatory

and reputational risks that could serve to harm shareholder interests. Therefore, we believe that these issues

should be carefully monitored and managed by companies, and that companies should have an appropriate

oversight structure in place to ensure that they are mitigating attendant risks and capitalizing on related

opportunities to the best extent possible. The Benchmark Policy will generally recommend that shareholders

vote against the chair of the governance committee (or equivalent) of companies listed on a major blue-chip

index in key global markets that do not provide clear disclosure concerning the board-level oversight afforded to

material environmental and/or social issues. In general, we believe that shareholders are best served when this

responsibility is formally designated and codified in the appropriate committee charters or other governing

documents.

Board Accountability for Climate-Related Issues

Given the exceptionally broad impacts of a changing climate on companies, the economy, and society in general,

we view climate risk as a material risk for all companies. We therefore believe that boards should be considering

and evaluating their operational resilience under lower-carbon scenarios. While all companies maintain

exposure to climate-related risks, we believe that additional consideration should be given to, and that

disclosure should be provided by, those companies whose GHG emissions represent a financially material risk.

We believe that companies with this increased risk exposure should provide clear and comprehensive disclosure

regarding these risks, including how they are being mitigated and overseen. We believe such information is

crucial to allow investors to understand the company’s management of this issue, as well as the impact of a

lower carbon future on the company’s operations.

In line with this view, Glass Lewis will carefully examine the climate-related disclosures provided by large-cap

companies in developed capital markets3 with material exposure to climate risk stemming from their own

4 This policy will generally apply to companies in the following SASB-defined industries: agricultural products, air freight &

logistics, airlines, chemicals, construction materials, containers & packaging, cruise lines, electric utilities & power

generators, food retailers & distributors, health care distributors, iron & steel producers, marine transportation, meat,

poultry & dairy, metals & mining, non-alcoholic beverages, oil & gas, pulp & paper products, rail transportation, road

transportation, semiconductors, waste management.


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operations4 as well as companies where we believe emissions or climate impacts, or stakeholder scrutiny

thereof, represent an outsized, financially material risk in order to assess whether they have produced disclosure

that is aligned with the recommendations of the Task Force on Climate-related Disclosures (TCFD) or IFRS S2

Climate-related Disclosures. We will also assess whether these companies have disclosed explicit and clearly

defined board-level oversight responsibilities for climate-related issues.

In instances where we find either (or both) of these disclosures to be absent or significantly lacking, we may

recommend voting against the chair of the committee (or board) charged with oversight of climate-related

issues, or if no committee has been charged with such oversight, the chair of the governance committee.

Further, we may extend our recommendation on this basis to additional members of the responsible committee

in cases where the committee chair is not standing for election due to a classified board, or based on other

factors, including the company’s size and industry and its overall governance profile. In instances where

appropriate directors are not standing for election, we may instead recommend shareholders vote against other

matters that are up for a vote, such as the ratification of board acts, or the accounts and reports proposal.