M&A - NEUBERGER BERMAN EQUITY FUNDS

Form Type: 497

Filing Date: 2025-06-09

Corporate Action: Merger

Type: New

Accession Number: 000089843225000431

Filing Summary: On June 9, 2025, Neuberger Berman Equity Funds announced a proposed reorganization of the Neuberger Berman Dividend Growth Fund (the 'Merging Fund') into the Neuberger Berman Core Equity ETF (the 'Acquiring ETF'). The reorganization is recommended by the Board of Trustees to address the Merging Fund's inability to reach sufficient operational scale in its nearly ten years of existence. The Acquiring ETF shares a similar investment strategy but distinguishes itself with a lower management fee and total operating expenses. The shareholders are invited to vote on this reorganization, with a meeting scheduled for July 23, 2025. If approved, the reorganization is expected to be finalized by September 26, 2025. Post-reorganization, shareholders will hold shares of the Acquiring ETF equivalent to the aggregate NAV of their Merging Fund shares, with potential cash compensation for any fractional shares. The document outlines various implications of this change, including tax considerations and differences between mutual funds and ETFs, and emphasizes shareholder action is required before this transition occurs.

Form Type: 497

Filing Date: 2025-03-31

Corporate Action: Merger

Type: New

Accession Number: 000089843225000214

Filing Summary: The Boards of Trustees of Neuberger Berman Equity Funds and the ETF Trust approved the proposed reorganization of Neuberger Berman Dividend Growth Fund into Neuberger Berman Core Equity ETF. The merger is pending approval from the Merging Fund Shareholders, with a vote anticipated in the third quarter of 2025. If approved, the Merging Fund will transfer nearly all of its assets to the Acquiring ETF in exchange for shares equivalent to the net asset value, while also assuming all liabilities. Merging Fund Shareholders will receive ETF shares and cash for any fractional shares. The merger is expected to qualify as a tax-free reorganization for federal income tax purposes. A combined proxy statement/prospectus with more details will be made available in May 2025. Merging Fund Shareholders are advised to review this document when it is released.

Form Type: 497K

Filing Date: 2025-03-31

Corporate Action: Merger

Type: New

Accession Number: 000089843225000215

Filing Summary: The document outlines the proposed reorganization of Neuberger Berman Dividend Growth Fund into Neuberger Berman Core Equity ETF. This merger is subject to shareholder approval, anticipated to be voted on during a meeting in the third quarter of 2025. If approved, the merger will involve transferring the assets of the Merging Fund to the Acquiring ETF and the assumption of all its liabilities, with Merging Fund Shareholders receiving shares of the Acquiring ETF pro rata, along with cash for fractional shares. The document states that this merger is expected to be a tax-free reorganization for federal income tax purposes, with additional details to be provided in a combined proxy statement/prospectus expected in May 2025. Shareholders are encouraged to review this information when available.

Form Type: 497K

Filing Date: 2025-03-31

Corporate Action: Merger

Type: New

Accession Number: 000089843225000216

Filing Summary: The Boards of Trustees of Neuberger Berman Equity Funds and the Neuberger Berman ETF Trust approved a proposed reorganization, merging the Neuberger Berman Dividend Growth Fund (the Merging Fund) into the Neuberger Berman Core Equity ETF (the Acquiring ETF). This Merger is subject to approval by the Merging Fund Shareholders, who will vote on it at a meeting anticipated in the third quarter of 2025. If approved, the Merger will include the transfer of assets from the Merging Fund to the Acquiring ETF in exchange for ETF shares with an equivalent net asset value, assumption of liabilities by the Acquiring ETF, pro-rata distribution of ETF shares to Merging Fund Shareholders, and complete liquidation of the Merging Fund. The Merger is expected to qualify as a tax-free reorganization for federal income tax purposes, with shareholders only recognizing gain or loss to the extent they receive cash for fractional shares. Additional details will be provided in a combined proxy statement/prospectus available in May 2025. Shareholders are encouraged to read it carefully.