M&A - Neuberger Berman ETF Trust

Form Type: N-14

Filing Date: 2025-05-20

Corporate Action: Merger

Type: New

Accession Number: 000089843225000382

Filing Summary: On May 20, 2025, Neuberger Berman ETF Trust filed a registration statement with the SEC proposing the conversion of the Neuberger Berman Emerging Markets Debt Fund (the 'Fund') into an exchange-traded fund (the 'New ETF'). This conversion entails merging the Fund into the newly created Neuberger Berman Emerging Markets Debt Hard Currency ETF, which will trade on the NYSE Arca. The conversion is expected to be beneficial for shareholders as the New ETF will have lower operating expenses and will allow for intraday trading. Shareholders will receive shares of the New ETF equivalent to the aggregate net asset value of their Fund shares, with fractional shares redeemable for cash. Importantly, no shareholder approval is required for this conversion, and the process aims to be tax-free for U.S. federal income tax purposes, with certain conditions for fractional shares. Key dates include the last day for fund purchases and redemptions, which will close prior to the conversion on August 8, 2025.

Form Type: N-14

Filing Date: 2025-05-05

Corporate Action: Merger

Type: New

Accession Number: 000089843225000315

Filing Summary: On May 5, 2025, Neuberger Berman ETF Trust filed a registration statement under the Securities Act of 1933 for a proposed reorganization of the Neuberger Berman Dividend Growth Fund (the Merging Fund) into the Neuberger Berman Core Equity ETF (the Acquiring ETF) as part of an Agreement and Plan of Reorganization. This action is in response to the Merging Fund's inability to achieve sufficient scale in nearly ten years of operations. The reorganization aims to transition shareholders from a mutual fund to an ETF structure, which offers lower management fees and potential long-term growth advantages. Shareholders are invited to review and approve the plan, with the Board recommending a 'FOR' vote. The transfer of assets is expected to occur by September 26, 2025, and there are specific terms regarding how shareholders will receive ETF shares in proportion to their existing holdings. The conversion is designed to be tax-free for shareholders, although some transactions may incur tax liabilities and brokerage fees for buying or selling ETF shares in secondary markets. The meeting for this vote will take place on July 23, 2025.

Form Type: 497K

Filing Date: 2025-03-31

Corporate Action: Merger

Type: New

Accession Number: 000089843225000217

Filing Summary: The Board of Trustees of Neuberger Berman ETF Trust approved the proposed reorganization of Neuberger Berman Dividend Growth Fund into Neuberger Berman Core Equity ETF. This merger is subject to approval by the shareholders of the Merging Fund, with a vote anticipated during the third quarter of 2025. If approved, the merger will involve transferring substantially all assets of the Merging Fund to the Acquiring ETF in exchange for shares of the Acquiring ETF, assuming all liabilities, distributing shares to Merging Fund Shareholders, and liquidating the Merging Fund. This merger is expected to be a tax-free reorganization for federal income tax purposes. Further details will be available in a combined proxy statement/prospectus in May 2025.

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.

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.

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.

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.