RSX / RSXJ Liquidation FAQ

As detailed in a prior Shareholder Notice, VanEck has commenced plans to liquidate the VanEck Russia ETF (RSX) and VanEck Russia Small-Cap ETF (RSXJ) (the “Funds”). This note attempts to answer some frequently asked questions.

• Why is VanEck liquidating the Funds?
• What does liquidation mean?
• Why are the Russian stocks in the portfolio valued at zero even though they are trading in the local market?
• Can I sell my shares?
• Can I receive my portion of the underlying positions instead of cash?
• How will you sell the Russian stocks that are still in the portfolios?
• When will the liquidation period end?
• Why didn’t the Funds distribute all of the cash holdings in the initial liquidating distribution?
• When will I receive my liquidating distribution?
• How much will I receive?
• What will happen if market and regulatory conditions change so that the underlying stocks can be traded again?

Why is VanEck liquidating the Funds?

The Funds are no longer trading on an exchange. Cboe BZX Exchange has halted trading in the Funds and the underlying investments are currently illiquid, so the Funds can no longer operate as normal. On January 12, 2023, Cboe initiated the delisting of the Funds.

What does liquidation mean?

There are two types of assets in the Funds: cash and illiquid securities (liquid securities have been sold for cash pursuant to the plan of liquidation).

Cash. Cash has been estimated and reserved in an amount to allow the Funds to continue to operate through their final termination according to the plan of liquidation. Excess cash is being distributed through the initial liquidating distribution. It is possible that the liquidation period could extend well beyond December 31, 2023. The cash reserve amount accounts for the possibility of a multiple year extension.

Illiquid Securities. VanEck continues to manage all funds as a fiduciary, and we believe the plan of liquidation has been designed to provide shareholders the potential to realize future value of the underlying Russian investments, if market conditions change in the future. Again, it is possible that the liquidation period could extend well beyond December 31, 2023, which would allow shareholders to realize potential future value if these developments should occur. However, there can be no assurance that will occur or that any value will materialize.

Why are the Russian stocks in the portfolio valued at zero even though they are trading in the local market?

A fair valuation of zero has been assigned to the securities held by the Funds in accordance with the Funds’ valuation policies. This reflects the inability to sell these securities due to economic sanctions imposed by the United States and other countries.

Can I sell my shares?

No. The Cboe BZX Exchange (Cboe) halted trading of the Funds on March 4, 2022 and no secondary market existing for the fund. On January 12, 2023, Cboe initiated the delisting of the Funds.

Can I receive my portion of the underlying positions instead of cash?

No. There is no operational capability to transfer positions in-kind to individual shareholders. Further, current government sanctions would prohibit such a transfer.

How will you sell the Russian stocks that are still in the portfolios?

It is possible that the Funds may be able to sell some or all of their positions in Russian securities and depositary receipts and to convert the proceeds of those sales to U.S. dollars. If, at any time prior to the Funds’ termination date, VanEck determines that legal, regulatory, or market developments have occurred so that the Funds may lawfully sell such securities, such securities may be sold as soon as reasonably practicable consistent with seeking best execution. The net proceeds of any sale are expected to be distributed in one or more additional liquidating distributions within 60 days after their receipt (however, such distribution may be delayed for various reasons, and such net proceeds may be combined into one distribution).

When will the liquidation period end?

Ideally, the Funds will be terminated as soon as practicable after payment of the final liquidating distribution and redemption of all outstanding shares of the Funds. It is also possible that the Funds may be terminated if the Russian securities held by the Funds cease to represent valid interests in their issuers or after December 31, 2023 if so determined by the Board.

Why didn’t the Funds distribute all of the cash holdings in the initial liquidating distribution?

The initial liquidating distribution amount to shareholders is based on a pro-rata share of current liquid assets less a reserve to cover operating and liquidation expenses for an extended period. If, at any time prior to the Funds’ termination date, VanEck determines that legal, regulatory, or market developments have occurred so that the Funds may lawfully sell such securities and to convert the proceeds of those sales to U.S. dollars in certain types of transactions, such securities may be sold as soon as reasonably practicable consistent with seeking best execution.

When will I receive my liquidating distribution?

The Funds are expected to make an initial liquidating distribution to shareholders of a pro-rata share of current liquid assets, less a reserve to cover operating and liquidation expenses for an extended period. The initial distribution is expected to occur on or about January 12, 2023. This information is now posted on the website. The Funds are expected to make one or more liquidating distributions, although distributions may not occur.

How much will I receive?

The Funds will make an initial liquidating distribution to shareholders of a pro-rata share of current liquid assets less a reserve to cover operating and liquidation expenses for an extended period. We believe the plan of liquidation has been designed to provide shareholders the potential to realize future value, if any value should materialize, of the underlying Russian investments if market conditions change in the future.

What will happen if market and regulatory conditions change so that the underlying stocks can be traded again?

It is possible that the Funds may be able to sell some or all of their positions in Russian securities and depositary receipts and to convert the proceeds of those sales to U.S. dollars, although there can be no assurance that will occur. If it should become possible for the Funds to sell any Russian securities and depositary receipts and to convert the proceeds to U.S. dollars, the Funds will sell the securities and receipts when it is reasonable and practicable to do so. If VanEck determines that legal, regulatory, or market developments have occurred so that the Funds may lawfully sell such securities for a price greater than $0.00 and convert the proceeds of such sale to U.S. dollars which are freely available to the Fund and the investment adviser determines that there is sufficient liquidity to sell the securities, the Funds may sell such securities as soon as reasonably practicable consistent with seeking best execution. The net proceeds of any sale will be distributed in one or more additional liquidating distributions within 60 days after their receipt (however, such distribution may be delayed if additional securities can be sold in that period, and such net proceeds combined into one distribution).

The liquidation plan may also be amended or terminated by the Board in certain circumstances.