PRF Prf A Shares

This Notice is sent to you as Shareholder of the Fund. It is important and requires your immediate attention. If you are in any doubt as to the action to be taken, you are advised to consult your stockbroker, solicitor or attorney, accountant or other independent financial adviser. If you have sold or otherwise transferred your holding in the Fund, please send at once this document to the stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. Where appropriate, please pass the contents of this communication on to the beneficial investors of the Fund.

This Notice has not been reviewed by the Central Bank of Ireland (the "Central Bank"), and it is possible that changes thereto may be necessary to meet the Central Bank's requirements. The Directors are of the opinion that there is nothing contained in this Notice or in the proposals detailed herein that conflicts with the CBI UCITS Regulations, the guidance issued by, and the regulations of, the Central Bank. The Directors accept responsibility for the information contained in this Notice.

Capitalised terms used in this notice shall have the same meaning ascribed to them in the latest version of the Prospectus unless the context otherwise requires.

LETTER FROM THE BOARD TO THE SHAREHOLDER OF VANECK VECTORS™ PREFERRED US EQUITY UCITS ETF (THE "FUND")

VanEck Vectors™ UCITS ETFs plc

REGISTERED OFFICE

33 Sir John Rogerson’s Quay
Dublin 2
D02 XK09
Ireland
 

(A company incorporated with limited liability as an open-ended investment company with variable capital under the laws of Ireland with registered number 548554)

Directors: Jonathan R. Simon, Bruce J. Smith, Adam Phillips, Mary Canning, Jon Lukomnik, Adrian Waters, Gijsbert Koning,

12 March, 2021

Dear Shareholder,

This letter is to inform you on behalf of the board of directors of the Company (the “Directors”) about recent developments in respect of the Fund.

Fund and issued share class details

Closure of the Fund

The Directors have been advised by VanEck Asset Management B.V., the Management Company of the Fund, that the index provider for the Fund, Wells Fargo Securities, LLC, is transitioning out of the Strategic Indexing Business and that the Fund will no longer be able to track or replicate the relevant Index.

After careful consideration and with the long-term interests of investors and the assets under management of the Fund in mind, the Directors have resolved that it is in the best interest of the Fund and its investors as a whole to effect a total redemption of all remaining Shares in the Fund as at the Compulsory Redemption Date (as defined below), in accordance with the applicable provisions of the Constitution and the Prospectus.

Consequently, the Directors wish to give notice to investors in the Fund that it is the intention to:

i.    permanently de-list the Shares of the Fund from the London Stock Exchange, Deutsche Börse Xetra, SIX Swiss Exchange, Borsa Italiana and Euronext Dublin (the "Relevant Exchanges");

ii.   permanently close the Fund to further subscriptions and redemptions; and

iii.   compulsorily redeem any residual shareholdings in the Fund in accordance with the procedure and the dates set out under the heading "Procedure" below (the "Compulsory Redemption").

Procedure

It is intended to close the Fund in accordance with the procedure and relevant dates set out below.

1)   The last day of trading of the Shares in the Fund on each of the Relevant Exchanges shall be 12^th  April 2021, (the "Final Exchange Trading Date"). Therefore, investors on the secondary market who wish to avoid having their Shares compulsorily redeemed should consider selling their Shares on a Relevant Exchange on or before the Final Exchange Trading Date.

2)   The last day on which applications from Authorised Participants for subscriptions and redemptions of Shares in the Fund may be made will be 13^th April 2021 (the "Final Dealing Date"). Therefore, final applications for subscriptions and redemptions from Authorised Participants in respect of the Final Dealing Date must be received no later than the cut-off times outlined in the Supplement for the Fund on 13^th April 2021.

3)   Investors who:

• have not sold their Shares on or before the Final Exchange Trading Date; or
• have not validly applied for redemption of their Shares in accordance with the terms of the Prospectus, on or before the Final Dealing Date,

and, in each case, who are investors in the Fund as at 23^rd April 2021 (the “Record Date”), shall have their Shares compulsorily redeemed on 20^th April 2021 (the "Compulsory Redemption Date") which will be the day the final net asset value (the “Final NAV”) is calculated.

4)   The effective date of the cancellation of admission to and listing of the Shares in the Fund on the Relevant Exchanges shall be 13^th April 2021 (the "Delisting Date").

5)   The proceeds of the Compulsory Redemption shall be distributed on or around 27^th April 2021 (the "Settlement Date") to such person listed in the Company's register of Shareholders as the holder of the Shares of the Fund as at the Record Date.

If your shareholding in the Fund is compulsorily redeemed, as set out above, it will be redeemed at the appropriate redemption price for the relevant Shares (calculated on the Compulsory Redemption Date in accordance with the terms of the Prospectus) and, subject to all anti-money laundering documentation requirements having been complied with.

Please note that, investors buying and selling Shares through a broker or market maker/Authorised Participant and/or investors who hold Shares through a nominee and/or clearing agent, may not appear in the Company's register of Shareholders. Such investors should deal directly with the relevant broker, market maker/Authorised Participant, nominee or clearing agent (as relevant) in respect of their investment.

If you do not wish to be automatically redeemed on the Compulsory Redemption Date, you can (if you are an Authorised Participant) redeem your Shares in the Fund at any time up to and including the Final Dealing Date in accordance with the Fund's normal redemption procedures as set out in the Prospectus.

However, if a redemption request does not settle by the Record Date, such Shares will be compulsorily redeemed against the Final NAV Value as of the Compulsory Redemption Date as part of the Fund closure process as outlined above.

You may also wish to acquire an alternative ETF within VanEck Vectors™ UCITS ETF plc range. If you would like further information, please contact VanEck using the details set out at the end of this Notice. Investors should seek their own advice as to the suitability of any alternative investment option.

Please note that as part of the closure process and before the Compulsory Redemption Date, the ability to meet the investment objective of the Fund may be compromised in the event of significant redemptions and/or as the underlying portfolio of the Fund is liquidated in preparation for its closure. Particularly, a regular rebalancing of the Funds’ assets may be waived in advance of the closure, if it is deemed in the best interest of the Shareholders. Therefore, there will accordingly be an increased risk of tracking error in the Fund versus its Index.

Costs of closure

The additional costs incurred in respect of closing the Fund will be paid by VanEck Asset Management B.V. The Fund's normal operating costs and transaction costs together with any Cash Redemption Fees will continue to be borne by the Fund and its respective Shareholders in accordance with the terms of the Supplement for the Fund. 

Tax consequences

Investors are advised to consult their own professional advisers as to the tax implications of the Compulsory Redemption and closure of the Fund under the laws of the countries of their nationality, residence, domicile or incorporation.

If you have any queries, concerning the matters outlined in this Notice, please contact your local agent, or (if none) VanEck at the registered address provided above or at international@vaneck.com.

Yours faithfully,

The Directors
VanEck Vectors™ UCITS ETFs plc