M&A - Neuberger Berman ETF Trust

Form Type: CORRESP

Filing Date: 2023-08-03

Corporate Action: Merger

Type: Update

Accession Number: 000089843223000565

Filing Summary: Neuberger Berman ETF Trust filed a response to comments regarding their Registration Statement on Form N-14, which concerns the reorganization of Neuberger Berman Greater China Equity Fund into Neuberger Berman China Equity ETF and Neuberger Berman Global Real Estate Fund into Neuberger Berman Global Real Estate ETF. The Registrant acknowledged comments from the SEC about explaining ETF operations, disclosing differences in investment strategies, and outlining shareholder relevant dates for conversions. The Registration Statement went effective on July 22, 2023. The definitive combined prospectus and information statement were filed on August 3, 2023. Various comments were addressed including costs of conversions and the impact of the reorganization on the investment portfolios of the Target Funds. Significant portfolio realignment is expected with approximately 80% realignment, influenced by ESG restrictions and changes in investment philosophy of new Portfolio Managers. A schedule of investments reflecting anticipated changes was included as well.

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Form Type: CORRESP

Filing Date: 2022-09-22

Corporate Action: Merger

Type: Update

Accession Number: 000089843222000585

Filing Summary: The document is a response to SEC comments regarding the Registration Statement on Form N-14 for the reorganization of Neuberger Berman Commodity Strategy Fund into Neuberger Berman Commodity Strategy ETF. The Registration Statement was effective as of September 14, 2022. The letter addresses multiple comments, including the need for a clear explanation of changes to shareholder investments, potential costs associated with the ETF structure, and clarifications regarding the implication of the conversion on different types of shareholders. It asserts that the conversion will not require shareholder approval under Rule 17a-8 as specific requirements are met, including similarity in investment policies and board structure. It also clarifies that shares of the New ETF will be listed on NYSE Arca and discusses potential tax implications of fractional share distributions.

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Form Type: CORRESP

Filing Date: 2022-09-20

Corporate Action: Merger

Type: Update

Accession Number: 000089843222000582

Filing Summary: This correspondence addresses comments from the SEC regarding the Registration Statement on Form N-14 for the reorganization of Neuberger Berman Commodity Strategy Fund into Neuberger Berman Commodity Strategy ETF. The document confirms that the registration statement was filed effective September 14, 2022, and provides details about specific amendments made in response to SEC feedback. Key amendments include clarifications in expense disclosures, confirmation that Neuberger Berman Investment Advisers LLC will cover reorganization costs regardless of completion, and confirmations regarding performance history and class share survivorship. The letter also notes the inclusion of hyperlink disclosures and financial highlights. The overall communication reaffirms compliance with SEC requirements regarding the registration process and fund reorganization.

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Form Type: N-14

Filing Date: 2022-08-15

Corporate Action: Merger

Type: New

Accession Number: 000089843222000519

Filing Summary: Neuberger Berman ETF Trust is planning a Conversion involving the Neuberger Berman Commodity Strategy Fund (the 'Target Fund') merging into the newly-created Neuberger Berman Commodity Strategy ETF (the 'Acquiring ETF'). The Board of Trustees has approved this Conversion, which they believe will benefit shareholders by transitioning the fund from a traditional mutual fund to an ETF structure. The Conversion promises to lower operating costs due to a lower expense ratio in the Acquiring ETF, as the fees associated with ETFs are generally lower than those of mutual funds. Shareholders will receive ETF shares equivalent to the net asset value (NAV) of their Target Fund shares. Additionally, this conversion is structured to be tax-free for U.S. federal income tax purposes, although cash might be provided for fractional shares which could trigger tax liabilities. The Conversion does not require shareholder approval per Delaware law, as the assets and liabilities of the Target Fund will fully transfer to the Acquiring ETF. Shareholders are urged to read the accompanying Combined Information Statement/Prospectus for detailed information and have options including accepting the conversion, exchanging shares, or redeeming shares prior to the Conversion.

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